Bylaws

Bylaws of Glen Onoko Estates,Inc.

Article I. Name and Location

The name of the corporation is Glen Onoko Estates, Inc. hereinafter referred to as the "Association" or "Glen Onoko Estates" or "GOE". The principal office of the corporation shall be located at 57 Broadway, Jim Thorpe, Pennsylvania, but meetings of members and directors may be held at such places within the State of Pennsylvania, County of Carbon, as may be designated by the board of directors.

Article II. Definitions

Unless the context denotes otherwise the following terms are defined as follows:

Section 1. The term "association" shall mean and refer to the Glen Onoko Estates Inc., its successors and assigns.

Section 2. The term "properties" shall mean and refer to that certain real property described in the declaration of covenants and restrictions (attached hereto), and such additions thereto as may hereafter be brought within the jurisdiction of the association.

Section 3. The term "common properties" shall mean all real property owned by the association for the common use and enjoyment of the members of the association.

Section 4. The term "lot" shall mean and refer to any plot of land shown upon any recorded subdivision map of the properties which lot abuts the common properties.

Section 5. The term "member" shall mean and refer to each person or entity who holds a membership in the association.

Section 6. The term "owner" shall mean and refer to the record owner, whether one or more persons or entities, of the fee simple title to any lot which is part of the properties, including contract sellers, but excluding those having such interest merely as security for the performance of an obligation.

Article III. Membership

Section 1. Membership. Each person or entity who is a record owner of a fee or undivided fee interest in any lot touching or abuts the common properites, including contract sellers, shall be a member of the association. The foregoing is not intended to include persons or entities who hold an interest merely as security for the performance of an obligation. No owner shall have more than one membership. Membership shall be appurtenant to and may not be separated from ownership of any lot which is subject to assessment by the association. Ownership of the lot shall be the sole qualification for membership.

Section 2. Suspension of Membership. During any period in which a member shall be in default in the payment of any annual or special assessment levied by the association, the voting rights and right to use of the recreational facilities of the member may also be suspended by the board of directors until the assessment has been paid. Such rights of a member may also be suspended, after notice and hearing, for a period not to exceed ninety (90) days, for violation of any rules and regulations established by the board of directors governing the use of the common properties and facilities.

Article IV. Property Rights: Rights of Enjoyment

Section 1. Each member shall be entitled to the use and enjoyment of the common properties and facilities.

Section 2. Compensation. No director shall receive compensation for any service he may render to the association while acting as a board member or in its official capacities. However, any director may be reimbursed for his actual expenses incurred in the performance of his duties.

Article V. Board of Directors; Selection; Term of Office

Section 1. Number. The affairs of this association shall be managed by a board of nine (9) directors, who must be members of the association.

Section 2. Election. At the first annual meeting, the members shall elect three (3) directors for term of one year; three (3) directors for a term of two years; and three (3) directors for a term of three years; and at each annual meeting thereafter the members shall elect three (3) directors for a term of three years.

Section 3. Removal. Any director may be removed from the Board, with or without cause, by a two-thirds majority vote of the members of the association. In the event of death, resignation or removal of a director, his successor shall be selected by the remaining members of the board and shall serve for the unexpired term of his predecessor.

Article VI. Meetings of Directors

Section 1. Regular Meetings. Regular meetings of the Board of Directors shall be held monthly, at a place and hour as may be fixed from time to time by resolution of the board. Meetings of the Board of Directors shall be open to the membership so that the membership may have a comment or participation time frame. Reasonable rules for the participation by the members shall be set by the Board. The Board shall be entitled to meet privately either before or after the membership comment period.

Section 2. Special Meetings. Special meetings of the Board of Directors shall be held when called by the president of the association, or by any two directors, after not less than three (3) days notice to each director. All directors shall be notified by email and telephone as to when and why the meeting is called.

Section 3. Quorum. A majority of the number of directors shall constitute a quorum for the transaction of business. Every act or decision done or made by a majority of the directors present at a duly held meeting at which a quorum is present shall be regarded as the act of the board.

Article VII. Nomination and Election of Directors

Section 1. Nomination. Nomination for election to the Board of Directors shall be made by a nominating committee. Nominations may also be made from the floor at the annual meeting. The nominating committee shall consist of a chairman, who shall be appointed by the Board of Directors, and two or more members of the association. The nominating committee shall be appointed by the Board of Directors prior to each annual meeting of the members, to serve from the close of such annual meeting until the close of the next annual meeting and the appointment shall be announced at each annual meeting. The nominating committee shall make as many nominations for election to the Board of Directors as it shall in its discretion determine, but not less than the number of vacancies that are to be filled.

Section 2. Election. Election to the Board of Directors shall be by secret written ballot. At the election, the members or their proxies may cast, in respect to each vacancy, as many votes as they are entitled to exercise under the provisions of the declaration. The persons receiving the largest number of votes shall be elected. Cumulative voting is not permitted.

Article VIII. Power and Duties of the Board of Directors

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

Adopt and publish rules and regulations governing the use of the common properties and facilities, and the personal conduct of the members and their guests thereon, and to establish penalties for the infraction thereof.

Exercise for the association all powers, duties and authority vested in or designated to this association and not reserved to the membership by other provisions of these bylaws or the articles of incorporation;

Declare the office of a member of the Board of Directors to be vacant in the event such a member shall be absent from three (3) consecutive regular meetings of the Board of Directors without cause, i.e. work would be considered an excused absence; and

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

The right to tow any unauthorized vehicles parked on GOE roadside and left unattended over 72 hours.

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

Cause to be kept a complete record of all its acts and corporate affairs and to present a statement thereof to the members at the annual meeting of the membership or any special meeting when the statement is requested in writing by one-fourth of the members who are entitled to vote;

Supervise all officers, agents and employees of this association, and to see that their duties are properly performed;

As more fully provided herein, to:

fix the amount of the annual assessment against each lot at least 30 days in advance of each annual assessment period, as hereinafter provided in Article XII, and

send written notice of each assessment to every owner subject thereto at least 30 days in advance of each annual assessment period, as hereinafter provided in Article XII, and

As more fully provided herein, to fix the amount of any special assessment against each lot at least thirty (30) days in advance of each such assessment. The Board shall have the right to incur capital expenditures, as herein provided, for the purposes of additions to, and maintenance, repairs, alterations, improvements and replacement of the common property which the Board may deem necessary or desirable.

Issue, or to cause an appropriate officer to issue, upon demand by any person, a certificate stating whether or not any assessment has been paid. A reasonable charge may be made by the Board for the issuance of these certificates. If a certificate states an assessment has been paid, it shall be conclusive evidence of such payment;

Procure and maintain adequate liability and hazard insurance on property owned by the association;

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

Cause the common area to be maintained.

Article IX. Committees

Section 1. The association shall appoint a nominating committee, as provided in these bylaws. In addition, the Board of Directors shall appoint other committees as deemed appropriate in carrying out its purposes, such as:

A recreation committee which shall advise the Board of Directors on all matters pertaining to the recreational program and activities of the association and shall perform any other functions as the Board, in its discretion, determines;

A maintenance committee which shall advise the Board of Directors on all matters pertaining to the maintenance, repair or improvements of the properties, and shall perform any other functions as the Board, in its discretion, determines;

A publicity committee which shall inform the members of all activities and functions of the association, and shall, after consulting with the Board of Directors, make any public releases and announcements as are in the best interest of the association; and

An audit committee which shall supervise the annual audit of the association’s books and approve the annual budget and statement of income and expenditures to be presented to the membership at its regular meeting, as provided in Article XI, Section 8(d). The treasurer shall be an ex official member of the committee.

Section 2. It shall be the duty of each committee to receive complaints from members on any matter involving association functions, duties, and activities within its field of responsibility. It shall dispose of the complaints as it deems appropriate or refer them to any other committee, Director, or officer of the association as is further concerned with the matter presented.

Article X. Meetings of Members

Section 1. Annual Meetings. The first annual meeting of the members shall be held within three months from the date of incorporation of the association, and each subsequent regular annual meeting of the membership shall be held between February 1 and March 30, at a predetermined date and time selected by the board.

Section 2. Special Meetings. Special meetings of the members may be called at any time by the president or by the Board of Directors, or upon written request of the members who are entitled to vote one-fourth of all of the votes of the entire membership.

Section 3. Notice of Annual Meetings. Written notice of each meeting of the members shall be given by, or at the direction of, the secretary or person authorized to call the meeting, by mailing a copy of the notice, postage prepaid, at least thirty (30) days before the meeting to each member entitled to vote thereat, addressed to the member’ s address last appearing on the books of the association, or supplied by the member of the association for the purpose of notice. The notice shall specify the place, day and hour of the meeting and, in the case of a special meeting, the purpose of the meeting.

Section 4. Quorum. The presence at the meeting of the members entitled to cast, or of proxies entitled to cast, one-tenth of the votes of membership shall constitute a quorum for any action except as otherwise provided in the articles of incorporation or these bylaws. If, however, a quorum shall not be present or represented at any meeting, the members entitled to vote thereat shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum as aforesaid shall be present or be represented.

Section 5. Proxies. At all meetings of members, each member may vote in person or by proxy. All proxies shall be in writing and filed with the secretary. Every proxy shall be revocable and shall automatically cease upon conveyance by the member of his lot. Any proxy vote submitted must clearly state the property owners voting decision or read that they allow the board president to cast their vote in conjunction with the majority vote of the board.

Article XI. Officers and Their Duties

Section 1. Enumeration of Officers. The officers of this association shall be a president and three (3) vice-presidents, who shall at all times be members of the Board of Directors, a secretary, a treasurer, and other officers as the Board may from time to time by resolution create.

Section 2. Election of Officers. The election of officers shall take place at the first meeting of the Board of Directors following each annual meeting of the members.

Section 3. Term. The officers of this association shall be elec ted annually by the Board and each shall hold office for one (1) year unless he shall sooner resign, or shall be removed, or otherwise disqualified to serve.

Section 4. Special Appointments. The Board may elect other officers as the affairs of the association may require, each of whom shall hold office for a period, have the authority, and perform any duties as the Board may, from time to time, determine.

Section 5. Resignation and Removal. Any officer may be removed from the office with or without cause by the Board. Any officer may resign at any time by giving written notice to the Board, the president, or the secretary. The resignation shall take effect on the date of receipt of the notice or any later time specified therein, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Section 6. Vacancies. A vacancy in any office may be filled in the manner prescribed for regular election. The officer elected to the vacancy shall serve for the remainder of the term of the officer he replaces.

Section 7. Multiple Offices. The offices of secretary and treasurer may not be held by the same person. No person shall simultaneously hold more than one of any of the other offices except in the case of special offices created pursuant to Section 4 of this article.

Section 8. Duties. The duties of the officers are as follows:

President. The president shall preside at all meetings of the Board of Directors, see that orders and resolutions of the Board are carried out; sign all leases, mortgages, deed and other written instruments and co-sign all checks and promissory notes.

Vice-President. The vice-president shall act in the place and stead of the president in the event of his absence, inability or refusal to act, and exercise and discharge and other duties as may be required of him by the board, or as delegated by the president.

Secretary. The secretary shall record the votes and keep the minutes of all meetings and proceedings of the Board and of the members; keep the corporate seal of the association and affix it on all papers requiring the seal; service notice of meetings of the Board and of the members; keep appropriate current records showing the members of the association together with their addresses, and perform any other duties as required by the Board.

Treasurer. The treasurer shall receive and deposit in appropriate bank accounts all monies of the association and disburse funds as directed by resolution of the Board of Directors; sign all checks and promissory notes of the association; keep proper book of account; cause an annual audit of the association books to be made by a public accountant at the completion of the fiscal year; and prepare an annual budget and a statement of income and expenditures to be mailed to the membership and presented at its regular annual meeting, and deliver a copy to each of the members.

Article XII. Dues and Assessments

Section 1. Creation of the Lien and Personal Obligation of Dues and Assessments. By the articles and bylaws each member is deemed to covenant and agree to pay the association: (1) annual dues and assessments or charges and (2) special assessments for capital improvements. The monthly and special assessments, together with the interest thereon and costs of collection thereof, as hereinafter provided, shall be a charge on land and shall be a continuing lien upon the property against which each assessment is made. Each assessment, together with interest, costs and reasonable attorney’s fees shall also be the personal obligation of the person who was the owner of such property at the time when the assessment fell due.

Section 2. Purpose of Assessments. The assessments levied by the association shall be used exclusively for the purpose of promoting the recreation, health, safety and welfare of the residents in the properties and in particular for the improvement and maintenance of the properties, services and facilities devoted to this purpose and related to the use and enjoyment of the common area.

Section 3. Fiscal Year. The fiscal year of the association shall be as set forth in Article XVI below.

Section 4. Budget. The Board shall determine at its annual budget meeting the estimated common expenses for the ensuing fiscal year, which determination shall be reflected in an appropriate budget. The Board may make interim determination of anticipated common expenses between such regular annual determinations and shall accordingly adopt revised budgets at any regular or special meeting of the Board

Section 5. Common Expenses. Common expenses shall include any expenditure made or liability incurred by or on behalf of the association (including any allocations to reserves) pursuant to these bylaws. Common expenses shall include, without limitation, the following:

Salaries, wages and payroll taxes for employees and agents of the association;

Legal accounting and management fees incurred by the association;

Repairs and improvements to the maintenance, operation and replacement of the common areas;

Insurance premiums;

Electricity and telephone services used in connection with the common areas;

Any addition to any reserve fund for capital expenditures and contingencies, including, without limitation the maintenance, repair and replacement of the common areas, casualty losses and excessive insurance coverage, uncollectible assessments and litigation.

Section 6. The Board shall, concurrently with the adoption of and based upon each annual budget or revision thereof, assess against each member it’s common expense liability. The Board may assess each member uniformly or may make a separate assessment for vacant lots versus improved lots. All such assessments shall be in writing and, together with a copy of the annual budget or revision thereof, shall be promptly given to each member in the same manner as is provided in the case of notices given pursuant the bylaws. Such assessments shall be due and payable by the members in annual installments on the day and date set forth in the assessment notice to the member. Assessments, together with accrued late fees and a flat rate of $25.00 per month after a 30 day grace period as allowed by law, from the date which is thirty (30) days after the date in which payment is due shall until fully paid continue a charge against such member provided in these bylaws.

Section 8. Collection of Delinquent Accounts. It shall be the obligation of the Board to take prompt action to collect dues and assessments for common expenses, and special assessments, and such other sums owed by members to the association together with accrued interest and late fees as aforesaid which remain unpaid after thirty (30) days from the date on which they became due and payable, or from the date incurred or advance, as the case may be. Any such delinquent assessment together with such accrued interest and late fees may be recovered by suit instituted by the Board acting on behalf of the association in a civil action.

Section 9. Quorum for Any Action Authorized Under this Article. At a meeting called, of the membership of the association, the presence at the meeting of members or of proxies entitled to cast 50% of all the votes of the membership shall constitute a quorum. If the required quorum is not forthcoming at any meeting, another meeting may be called, subject to the notice requirement and the required quorum at any such subsequent meeting shall be one-half of the required quorum at the preceding meeting. No subsequent meeting shall be held more than forty-five (45) days following the preceding meeting. The dues submitted by the Board shall be approved by membership at a meeting of membership.

Section 10. Effect of Non-payment of Dues and Assessments:Remedies of the Association. If the dues and assessments are not paid on the dates when due, then the dues and assessment shall become delinquent and shall, together with interest and late fees thereon and cost of collection (including attorney fees) thereof as hereinafter provided, become a continuing lien on the property which shall bind the property in the hands of the then owner, his heir, devisee, personal representatives and assigns. The personal obligation of the then owner to pay the assessment, however, shall remain his personal obligation for the statutory period. If the dues and assessment is not paid within thirty (30) days after the delinquent date, the dues and assessment shall accrue late fees from the date of delinquency and the flat fee of $25.00 per month as allowed by law, and the association may bring an action at law against the owner personally obligated to pay the same or to foreclose the lien against the property and there shall be added to the amount of the dues and assessment the costs of preparing and filing the complaint in the action, and in the event a judgement is obtained, the judgement shall include interest on the dues and assessment as above provided and a reasonable attorney’s fee to be fixed by the court together with the costs of the action.

Section 12. Subordination of the Lien to Mortgages. The lien of the dues and assessments provided herein shall be subordinate to the lien of any mortgage or mortgages now or hereafter placed upon the properties subject to assessment; provided, however, that the subordination shall apply only to the dues and assessments which have become due and payable prior to a sale or transfer of such property pursuant to a decree of foreclosure, or any other proceeding in lieu of foreclosure. Any sale or transfer shall not relieve the property from liability for any assessments thereafter becoming due, not from the lien of any subsequent assessment.

Article XIII. Books and Records

The books, records and papers of the association shall at all times, during reasonable business hours, be subject to inspection by any member. The declaration, the articles of incorporation and the bylaws of the association shall be available for inspection by any member at the principal office of the association, where copies may be purchased at a reasonable cost.

Article XIV. Corporate Seal

The Board of Directors shall provide a corporate seal which shall be in the form of a circle and shall have inscribed thereon the name of the corporation.

Article XV. Amendments

Section 1. These bylaws may be amended, at a regular or special meeting of the members, by a vote of a majority of a quorum of members present in person or proxy.

Section 2. In the case of conflict between the articles of incorporation and these bylaws, the articles shall control.

Article XVI. Miscellaneous

Section 1. Fiscal Year: The fiscal year of the association shall begin on the first day of April and end on the 31^st day of March every year, except the first fiscal year shall begin on the date of incorporation.

Section 2. In the event any situation arises not covered within these bylaws, we will revert to "Roberts Rules" in conjunction with the laws that govern the Borough of Jim Thorpe, County of Carbon, and the State of PA.

IN WITNESS WHEREOF, we, being all of the Directors of Glen Onoko Estates, have set our hands on March 12, 2005.

Michael Shorten

Karl Herman

Kyle Hough

John Hoffman

Matt Stinson

Clark (Snuffy) Lynn, Jr.

Lucille Hough

Bonnie Hoffman

Tonya Lynn