Salem Woods Service Corporation

Salem Woods Service Corporation

Salem Woods Service Corporation Board of Directors

President - Kevin Woolard
1st Vice President - Vanessa McCall
2nd Vice President - Sal Parladay
Secretary - Marryann Cronin
Treasurer - Lin Glassco

Salem Woods Service Corporation By-Laws

ARTICLE I
NAME AND LOCATION

The name of the corporation is Salem Woods Service Corporation, hereinafter referred to as the “Corporation”:

The principal office of the Corporation shall be located at the home of the acting President of the Corporation, but meetings of members and directors may be held at such places within the State of Delaware, County of New Castle, as may be designated by the Board of Directors.


ARTICLE II
CORPORATE SEAL
The corporate seal shall have inscribed thereon the name of the corporation and the year of its incorporation.

ARTICLE III
BOARD OF DIRECTORS: SELECTION; TERM OF OFFICE

Section 1. Membership. Membership shall consist of all Executive Board members from the Maintenance Corporations of Salem Woods 2, 3, and 4. The Board of Directors, consisting of six (6) directors, which shall be voted on by the 12 members of Salem Woods 2, 3, and 4. Directors must represent all three Maintenance Corporations and at least one (1) board member from the three (3) Maintenance Corporations be appointed to the board. The offices are as follows: President, First Vice-President, Second Vice- President, Secretary, Corresponding Secretary, and Treasurer. (Only, one member per household shall have check signing privileges).

Section 2. Voting. When the Board of Directors deems it necessary to vote, the President can only vote to break a tie.

Section 3. Election. The members of the Service Corporation shall elect the Executive Officers for a two-year term. The Directors shall hold office until the second annual election and until their successors are elected and qualify. Two years after the first election the first vice president will become the president for a two year term. After another two year term (four years after the original election) the second vice president will become president. This process will insure that the president is always experienced in the structure of the Service Corporation. The offices of second vice president, secretary, corresponding secretary, and treasurer will be a two-year term.

Section 4. Removal. Any Director may be removed from the Board, with or without cause, by a majority vote of the members of the Corporation. In the event of death, resignation or removal of a Director, a successor shall be selected by the remaining members of the Board, though less a quorum, by majority vote, and shall serve for the unexpired term of his or her predecessor.

Section 5. Compensation. No Director shall receive compensation for any service rendered to the Corporation. However, any Director may be reimbursed for actual expenses incurred in the performance of his or her duties. Receipt of the expenditure must be given to the treasurer before the Director receives reimbursement.

Section 6. Action taken without a meeting. The Directors shall have the right to take any action in the absence of a meeting which they could take at a meeting by obtaining the written approval of all the Directors. Any action so approved shall have the same effect as though taken at a meeting of the Directors.

ARTICLE IV
MEETING OF DIRECTORS

Section 1. Regular meetings. After each annual election of Directors, the newly elected Directors may meet for the purpose of organization, the election of officers, and the transaction of other business, at such place and time as shall be fixed by the members at the annual meeting, and if a majority of the Directors be present at such place and time, no prior notice of such meeting shall be required to be given to the Directors. The place and time of such meeting may also be fixed by written consent of the Directors.

Section 2. Special meeting. Meetings of the Directors may be called by the President on five (5) days notice in writing or on two (2) days notice by telephone to each Director and shall be called by the President in like manner on the written request of two (2) Directors. A majority of the Directors shall constitute a quorum, but a smaller number may adjourn from time to time, without further notice, until a quorum is secured.

ARTICLE V
POWERS AND DUTIES OF THE BOARD

Section 1. Powers. The Board of Directors shall have the power to:

A. Adopt and publish rules and regulations governing the use of the common properties and facilities, and the personal conduct of the members and their guest, and to establish penalties for infractions.

B. Exercise for the Corporation all powers, duties and authority vested in or delegated to this Corporation and not reserved to the membership by other provisions of these Bylaws, the Articles of Incorporation, or the Maintenance Declaration of 2, 3 and 4 ;

C. Declare the office of a member of the Board of Directors to be vacant in the event the member shall be absent from three (3) consecutive regular meetings of the Board of Directors ; and

D. Employ a manager, an independent contractor, or other employees as they deem necessary, and to prescribe their duties.

E. Close the membership rolls of the Corporation for a period not exceeding ten (10) days preceding the date of any meeting of members.

Section 2. Duties. It shall be the duty of the Board of Directors to:

A. Cause to be kept a complete record of all of its acts and corporate affairs and to present a statement of its acts and corporate affairs to the members at the annual meeting of the members or at any special meeting when the statement is requested in writing by five (5) or more members of the Corporation.

B. Supervise all officers, agents and employees of the Corporation, and to see that their duties are properly performed;

C. As more fully provided here, and in the Maintenance Declaration of 2, 3 and 4, to:

1.) determine the amount of the annual assessment against each lot for approval by vote of
the Corporation’s members at least thirty (30) days in advance of each annual assessment period; and

2.) send written notice of each assessment to every Owner subject thereto at least thirty (30) days in advance of each annual assessment period.

D. Issue, upon demand by any person, a certificate setting forth whether or not any assessment has been paid. A reasonable charge, not to exceed five dollars ($5) may be made by the Board for the issuance of these certificates. If a certificate states an assessment has been paid, such certificate shall be conclusive evidence of such payment.

E. Procure and maintain adequate liability and hazard insurance on property owned by the Corporation.

F. Cause all officers, employees or independent contractors having fiscal responsibilities to be bonded, as it may deem appropriate; and

G. Cause all open space and common facilities to be maintained as required.


ARTICLE VI
COMMITTEES

The Board of Directors may, by resolution or resolutions passed by a majority of the whole Board, designate such committees as it deems necessary or desirable, each such committee to consist of two (2) or more of the Directors of the Corporation. Such committees shall meet at stated times or on notice to all by any of their own number. They shall fix their own rules of procedure. A majority shall constitute a quorum, but the affirmative vote of a majority of the whole committee shall be necessary in every case. Such committees shall have and may exercise the powers of the Board of Directors to the extent as provided in such resolution or resolutions.

ARTICLE VII
OFFICERS OF THE SERVICE CORPORATION

The officers of the Service Corporation shall be a President, First Vice-President, Second Vice President, Secretary, Corresponding Secretary, and Treasurer, and such other officers as may from time to time be chosen by the Board of Directors. If the office of any officer or officers becomes vacant for any reason, the vacancy shall be filled by the affirmative vote of a majority of the whole Board of Directors.

Section 1. Duties of the President. The President shall be the chief executive officer of the Corporation. It shall be his duty to preside at all meetings of the members and Directors; to have general and active management of the business and the Corporation; to see that all orders and resolutions of the Board of Directors are carried into effect; to execute all agreements and other instruments in the name of the Corporation, and to affix the corporate seal thereto when authorized by the Board of Directors.

He shall have the general supervision and direction of the other officers of the Corporation and shall see that their duties are properly performed.

He shall submit a report of the operations of the Corporation for the year to the Directors at their meeting next preceding the annual meeting of the members and to the members at their annual meeting.

Section 2. First Vice-President. The First Vice-President in the order designated by the Board of Directors, shall be vested with all powers and required to perform all the duties of the President in his absence or disability and shall perform such other duties as may be prescribed by the Board of Directors. He shall be ex-officio a member of all committees and shall have the general duties and powers of supervision and management usually vested in the office of the President of a corporation.

Section 3. Second Vice-President. In the absence or disability of the President and the First Vice-President, the Second Vice-President shall be vested with all powers and required to perform all the duties of the President.

Section 4. Secretary. The Secretary shall attend all meetings of the Board of Directors, and any committee meetings. He shall act as clerk thereof and shall record all of the proceedings of such meetings in a book kept for that purpose.

Section 5. Corresponding Secretary, The Corresponding Secretary shall give proper notice of meetings of members and Directors and shall perform such other duties as shall be assigned to him by the President or the Board of Directors. Also corresponding with officials when deemed necessary by the Corporation or the Board of Directors.

Section 6. Treasurer. The Treasurer shall have custody of the funds and securities of the Corporation and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall deposit all monies and other valuable effects in the name and to the credit of the Corporation

He shall disburse the funds of the Corporation as may be ordered by the Board taking proper vouchers for such disbursements, and shall render to the Directors, whenever they may require it, an account of all his transactions as Treasurer, and of the financial condition of the Corporation, and at the regular meeting of the Board next preceding the annual members meeting, a like report for the preceding year.

He shall keep an account of the members of record in such manner and subject to such regulations as the Board of Directors may prescribe.

He shall give the Corporation a bond, if required by the Board of Directors, in sum and in form and with corporate security satisfactory to the Board of Directors for the faithful performance of the duties of his office and the restoration to the Corporation, in case of his death, resignation or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession, belonging to the Corporation. Such bond and security shall, if required, be provided at the Corporation’s expense. He shall perform such other duties as the Board of Directors may from time to time prescribe or require.

Section 6. Delegation of duties. In case of the absence or disability of any officer of the Corporation or for any other reason deemed sufficient by the majority of the Board, the Board of Directors may delegate his powers or duties to any other officer or to any Director for the time being.

ARTICLE VIII
ASSESSMENTS

Section 1. Creation of the lien and personal obligation of assessments. The Board of Directors is responsible for notifying the members of the Maintenance Corporations concerning their responsibility for payment of:

A. Annual assessments or charges; and

B. Special assessments for capital improvements

The annual and special assessments, together with interest and costs of collection, as provided below, shall be a charge on the land and shall be a continuing lien upon the property against which each assessment is made. Each assessment, together with interest, cost and reasonable attorney’s fees shall also be the personal obligation of the person who was the owner of the property at the time when the assessment fell due and shall not pass to successors in title unless expressly assumed by them.


Section 2. Purpose of assessments. The assessments levied by the Corporation shall be used for the purpose of maintaining the private open spaces and common facilities in the Salem Woods, snow removal and all improvements located thereon, including, but not limited to, any storm water management facilities, common landscaping features, and any of the other purposes as set forth in these Bylaws, the Certificate of Incorporation or Maintenance Declaration of 2, 3 and 4.


Section 3. Annual assessments. An annual assessment shall be set by a majority vote of the members of the Maintenance Corporations who are voting in person or by proxy at the annual meeting.

Section 4. Special assessments for capital improvements. In addition to the annual assessments authorized above, the corporation may levy in any calendar year, a special assessment applicable to that year only, for the purpose of defraying, in whole or in part, the cost of any construction or reconstruction, unexpected repair or replacement of a described capital improvement involving the open space or common facilities. A special assessment, if necessary, shall be set by a majority vote of the members who are voting in person or by proxy at the annual meeting or at a meeting duly called for this purpose.

Section 5. Uniform rate. Both annual and special assessments must be fixed at a uniform rate for all lots.

Section 6. Remedies for non-payment of assessments. Any assessments which are not paid when due shall be delinquent. If the assessment is not paid within thirty (30) days after the due date, the assessment shall bear interest from the date of delinquency at the rate to 18 per centum (%) per annum, and the Corporation may bring an action at law against the owner personally obligated to pay the same or foreclose the lien against the property, and interest, costs and reasonable attorney’s fees of any such action shall be added to the amount of such assessment. No owner may waive or otherwise escape liability for the assessment provided for herein by nonuse of the common area or abandonment of his or her lot.

ARTICLE IX
BOOKS AND RECORDS

The books, records and papers of the Corporation shall at all times, during reasonable business hours, be subject to inspection by any member. The Maintenance Declaration, the Articles of Incorporation and the Bylaws of the Corporation shall be available for inspection by any member at the principal office of the Corporation, where copies may by purchased at reasonable cost not to exceed five dollars ($5.00) for all three (3) documents.

ARTICLE X
CORPORATION PAYMENTS

All checks, drafts or orders for the payment of money shall be signed by the President and the Treasurer or by such other officer or officers as the members of the Corporation may approve. If two officers are from the same household only one shall have check signing privileges.

ARTICLE XI

MEMBERS OF RECORD

The Corporation shall be entitled to treat the title holder or holders of record of any lot in Salem Woods 2, 3 and 4 as members in fact of the Corporation, and accordingly shall not be bound to recognize any equitable or other claim to or interest in such lot or memberships on the part of any other person, whether or not it shall have express or other notice thereof, save as expressly provided by the laws of Delaware.

ARTICLE XII
FISCAL YEAR

The fiscal year of the Corporation shall begin on the first day of January of each year.

ARTICLE XIII
AMENDMENT

Section 1. Amendment. These Bylaws may be amended, altered, repealed or added to at any regular meeting of the members or at any special meeting called for that purpose, by affirmative vote of seventy-five percent (75%) of the members of the Corporation at any time after the first meeting of the members of the Corporation following the election of a Board of Directors comprised of homeowners.

Section 2. Expanded Duties. By vote of seventy-five (75%) of the members of the Corporation, the Corporation may provide for services in addition to the maintenance of private open space and common facilities. However, adoption of any such provision in these Bylaws shall place no duty or obligation on New Castle County to enforce and such additional provision.

ARTICLE XIV
INDEMNITY

The Corporation shall indemnify its officers, directors, employees, and agents to the full extent permitted by Section 145 of the Delaware General Corporation Law, as amended from time to time, or any successor provision of Delaware law.

ARTICLE XV
DEFINITIONS

The following definitions are applicable hereto:

1. “Corporation” shall mean and refer to the “service corporation,” its successors and assigns, and to the proper named corporate entity to be formed as provided hereunder.

2. “Lot” shall mean and refer to each lot as shown on the Record Major Subdivision Plan of Salem Woods 2, 3 and 4.

3. “Member” shall mean and refer to every person or entity who holds membership in the Corporation.

4. “Owner” shall mean and refer to the record owner of a fee simple title to a lot as shown on the said Plan of Salem Woods 2, 3 and 4.

5. “Common Facilities” shall mean and refer to all private open space designated on the record plan and also any common areas or common amenities that may be depicted on the record plan including, but not limited to, streets, unless accepted for dedication by DelDot, curbs, sidewalks, storm water management facilities including recharge systems, parks, recreational facilities, fire hydrants, landscaping, parking areas, rights- of -way, easements, monuments and markers, and all improvements now and hereafter located thereon.

6. Maintenance Declarations refer to the Maintenance Declarations of Salem Woods 2, 3 and 4.

ARTICLE XV
INCORPORATED BY REFERENCE

All of the terms, conditions, matters and information contained and more fully set forth in the Certificate of Incorporation and Maintenance Declarations of 2, 3 and 4 are incorporated by reference.

IN WITNESS WHEREOF, we being all the Directors of the Salem Woods Service Corporation.

Corporation, have hereunto set our hands this _____ day of _______________, 20____.


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Salem Woods Service Corporation Budget

***Note - $14,523.42 was transferred from the Civic Association Snow Fund and will be utilized as the
contingency fund less start up costs

Income

Assessment Income-39000
Interest Income-

Total Income-39000

Expenses

Professional Fees
Audit Fees-1000
Legal Fees-2500

Administrative Expenses
General Administrative-250
Communications(mailing)-250

Grounds & Maintenance Expenses
Lawn Mowing-8500
Fertilization - General-6500
Mulching - Trees/Shrubs-540
Trees/Shrubs & Plantings-1000
Trees/Shrubs Maintenance-600
Storm Water Management-3040
General Maintenance-4200
Repairs & Replacement
Snow Removal-4500

Miscellaneous Expenses
Insurance-5000
Taxes & Filings-150
Utilities-750
Bank Charges-100
Membership/Contributions-120


Total Budgeted Expenses-39000

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About our association

Salem Woods Service Corporation Board of Directors

President - Kevin Woolard
1st Vice President - Vanessa McCall
2nd Vice President - Sal Parladay
Secretary - Maryann Cronin
Treasurer - Lin Glassco

Links

County Councilman David Tackett
State Senator Anthony Deluca
State Representative William Oberle
State Representative John Viola
Kevin Woolard
Lin Glassco
Vaness McCall
Marryann Cronin
Sal Parladay