Section 1. The Association shall be located in the Town of Middletown, Connecticut.
Section 2. The principal office shall be in the Town of Middletown, Connecticut.
Section 3. The Association may also have offices at such other places as the Board of Directors may from time to time determine or the business of the Association may require.
Definition
Section 1. The following words and terms when used in these By-Laws shall have the following meanings:
ASSOCIATION - The Farms at Westlake Association, Inc., its successors and assigns.
Certificate of incorporation - The Certificate of Incorporation of The Farms at Westlake Association, Inc.
directors - The Board of Directors of the Association.
The Properties - All the real property described in Schedule A, annexed hereto and make a part thereof.
declaration - The Declaration of Covenants, Conditions and Restrictions applicable to The Properties, including any Supplementary Declaration, as the same may be amended.
Developer - George J. Achenbach, his heirs, successors and assigns, if such heirs, successors and assigns should acquire more than one undeveloped Lot from Developer for the purpose of development.
residential cluster - Land comprising a part of "Westlake" and shown and designated as "Residential Cluster No. 2" on a subdivision map filed or recorded in the office of the appropriate Town or City Clerk.
Residential cluster no. 2 reserved area - Land devoted to the social welfare, use and enjoyment of the Owners and Residents of Lots and Living Units in The Properties and which has been actually conveyed to the Association by one or more deeds and designated "Residential Cluster No. 2 Reserved Area" in such deed or deeds.
lot - Any Lot shown on any recorded subdivision map of the Properties except Residential Cluster No. 2 Reserved Areas.
living unit - Any portion of a building situated upon The Properties designed and intended for use and occupancy as a residence, including rental apartments, cooperative apartments, and condominium units.
owner - The record owner, whether one (1) or more persons or entities, of a fee title to any Lot or Living Unit within The Properties. A Tenant, as hereinafter defined, shall not be deemed an Owner, as herein defined.
No mortgage shall be deemed an Owner until such mortgage has acquired fee title to a Lot or Living Unit pursuant to a foreclosure of proceeding in lieu thereof.
tenant - Any one (1) or more persons, other than an Owner, residing on a Lot or in a Living Unit pursuant to an agreement made by him or them with the Owner.
resident - (1) Each Tenant; and
(2) Members of the immediate family of each Owner and of each such Tenant actually living in the same household with such Owner or such Tenant.
member - A member of the Association.
year - A calendar year.
association purposes
Section 1. The Association is not formed for pecuniary gain or profit, direct or indirect, to itself or its members. The purposes for which the Association is formed as follows:
To organize and operate a nonprofit civic organization, which shall be organized and operated exclusively for the promotion of the health, safety, common good and social welfare of the Owners of Lots and Living Units and Residents residing within the real property described in Schedule A, annexed hereto and made a part hereof.
Said real property is hereinafter referred to as "The Properties".
For the general purpose aforesaid, and limited to that purpose (hereinafter sometimes referred to as the "Purpose"), the Association shall have the following specific purposes:
To do any and all lawful things and acts within its
powers, as hereinafter set forth, which the Association from time to time may
deem to be appropriate in order to benefit, aid, promote and provide for
peace, health, safety, convenience, comfort and the general welfare of the
Owners of Lots and Living Units and Residents residing within The Properties;
To aid, promote, and provide for the establishment,
advancement and maintenance of any and all such utilities, systems, services
and facilities within The Properties as shall promote the general welfare of
the Owners, Tenants and Residents within The Properties and in connection
therewith to promote the health, safety, education, culture, recreation,
comfort or convenience of such persons to the extent and in the manner deemed
desirable by the Board of Directors;
To exercise all the rights, powers and privileges and to
perform, all the duties and obligations of the Association as set forth and
undertaken in the Declaration as the same may be amended or supplemented from
time to time as therein provided;
To operate and maintain, or provide for the operation and
maintenance of, any properties which may from time to time be designated or
conveyed to the Association for operation and maintenance as areas serving the
general welfare of the Owners, Tenants and Residents within The Properties
with regard to health, safety, education, culture, recreation, comfort and
convenience, all pursuant to the Declaration and subject to the provisions
thereof;
To enforce all covenants, restrictions, reservations, servitudes, profits, licenses, conditions, agreements, easements, and liens provided in the Declaration, and to assess, collect, and disburse the charges created under such Declaration and to use the proceeds of such charges for the promotion of any and all of the purposes heretofore mentioned in any lawful manner determined by the Board of Directors, pursuant to and subject to the provisions of the Declaration.
Solely in aid of the Purposes of the Association, the Association shall have the following powers:
To purchase, lease, hire, receive donations of, or otherwise
acquire, hold, own, develop, improve, maintain and operate and to aid and
subscribe toward the acquisition, development or improvement, of real and
personal property, and rights and privileges therein, suitable or convenient
for the Purposes of the Association;
To purchase, lease, hire, receive donations of, or otherwise
acquire, hold, own, develop, construct, erect, improve, manage, maintain, and
operate, and to aid and subscribe toward the acquisition, construction or
improvement of, systems, utilities, master antenna towers or aerials,
buildings, machinery, equipment and facilities, and any other property or
appliances which may appertain to or be useful in the accomplishment of the
Purposes of the Association;
To impose, collect and disburse dues and assessments in
accordance with and subject to the Declaration;
To solicit, receive and accept donations of money or property
or any interest in property from the State of Connecticut, City of Middletown,
or any subdivision of either, the Federal Government or any agency or
instrumentality thereof, or from any person or entity;
To make contracts, incur liabilities, and borrow money and to
issue bonds, notes or other obligations and secure the same by mortgage of all
or any part of the property, franchises or income of the Association and to
guarantee the obligations of others in which it may be interested for
furtherance of the Purposes of the Association;
To undertake and prepare or cause to be prepared studies,
plans, recommendations, budgets and any other similar things (for submission
to any public authority, civic group or association, or for its own use) which
relate to any phase or aspect of the physical, social or cultural development
of Residential Cluster No. 2 Reserved Areas, and to create, or cause to be
created, committees and other organizations for the subdivision and
implementation thereof;
To engage in and sponsor civic activities relating to the
cultural, educational, social and civic affairs of the Owners, Tenants and
Residents within The Properties, and to appear before and represent its
Members in or before other civic groups, associations, boards or other like
organizations;
To sponsor, engage in, conduct and encourage cultural,
educational, social and civic and other beneficial activities relating to The
Properties;
To grant easements or rights of way to any public utility
corporation or agency, or to any private person or entity or to the State of
Connecticut, City of Middletown, or any political subdivision or agency or
instrumentality of either, when in the opinion of the Board of Directors such
grant is desirable for and beneficial to the health, safety, comfort,
convenience or welfare of the Owners, Tenants and Residents within The
Properties;
To render financial assistance, to make direct contributions
or grant of money, or to make loans or advances to the State of Connecticut or
the City of Middletown, or any agency, subdivision, authority or
instrumentality of said State or City, or to any association or any civic or other non-profit organization, when in the opinion of the Board of Directors
such assistance, contribution, or grant is desirable for and beneficial to the
social welfare of the Owners, Tenants and Residents within The Properties;
To dedicate or transfer all or any part of Residential Cluster
No. 2 Reserved Areas to the State of Connecticut, City of Middletown or any
subdivision of either, the Federal Government or any agency or instrumentality
thereof, to any public agency, authority or utility for such purposes
and subject to such conditions as may be agreed to by the Members, provided that
no such dedication, transfer or determination as to the purposes or as to the
Members entitled to cast two-thirds (2/3) of the votes of each class of
membership has been recorded, agreeing to the dedication, transfer, purpose or
condition, and unless written notice of the proposed agreement and action
hereunder is sent to every Member at least ninety (90) days in advance of any
action taken;
To enforce any restrictive covenant, and any covenant or other
obligation providing for the payment of any charges, assessments or fees,
which are a part of the Declaration or created by any contract, deed or other
instrument executed pursuant to the provisions of said Declaration, not for
profit but for the purpose of providing for the payment of expenses of the
Association, the cost of the construction, improvement, repair, equipping,
furnishing, maintenance, and operation of its facilities, the cost of
its services, and the principal and interest on its obligations and to create
any facilities, boards or associations deemed to be convenient by the Board of
Directors for such enforcement; and
To have and exercise to the extent necessary or desirable for the accomplishment of the aforesaid specific purposes and to the extent that they are not inconsistent with the Purposes of the Association, any and all powers conferred upon corporations of a similar character by the General Statutes of the State of Connecticut.
Section 2. Subject to the provisions of the Declaration, and to the extent permitted by law, the Association may participate in mergers and consolidations and other non-profit corporations organized for the same purposes, provided that any such merger or consolidation shall have the assent of two-thirds (2/3) of the votes of each class of Members who are voting in person or by proxy at a meeting duly called for this purpose, written notice of which shall be mailed to all Members at least ninety (90) days in advance of any action taken shall set forth the purpose of the meeting.
Section 3. Upon dissolution of the Association, the assets, both real and personal of the Association, shall be dedicated to an appropriate public agency or utility to be devoted to the purposes as nearly as practicable the same as those to which they were required to be devoted by the Association. In the event that such dedication is refused acceptance, such assets shall be granted , conveyed and assigned to (1) the State of Connecticut or the City of Middletown, or any agency, subdivision, authority or instrumentality of the said State or City or (2) any nonprofit corporation, association, trust or other organization to be devoted to purposes as nearly as practicable the same as those to which they were required to be devoted by the Association. No such disposition of Association properties shall be effective to divest or diminish any right or title of any Member vested in him under the Declaration, unless made in accordance with the provisions of such Declaration.
Membership and voting rights in the association
Section 1. Every person or entity who is record Owner of a fee or undivided fee interest in any Lot or Living Unit which is subject by covenants of record to assessment by the Association shall automatically be a member of the Association, provided that any such person or entity who holds such interest merely as a security for the performance of an obligation shall not be a Member. Membership shall be appurtenant to and may not be separate from ownership of a Lot or Living Unit which is subject to assessment.
Section 2. The Association shall have two classes of voting membership:
(a) Class A. Class A members shall be all those Owners as defined in Section 1, Article IV hereof with the exception of the Developer. Class A members shall be entitled to one vote for each Lot and/or Living Unit in which they hold the interests required for membership by Section 1, Article IV hereof. When more than one person holds such interest or interests in any Lot or Living Unit, all such persons shall be members, shall have the right to attend all meetings of the Association, and the vote for such Lot or Living Unit shall be exercised as they among themselves determine, but in no event shall more that one vote be cast with respect to any such Lot or Living Unit.
(b) Class B. Class B members shall be the Developer. The Class B member shall be entitled to three votes for each Lot and/or Living Unit in which he holds the interest required for membership by Section1, Article IV hereof, provided that the class B membership shall cease and become converted to Class A. membership on the happening of any of the following events, whichever occurs earlier:
(1) When the total votes outstanding in the Class A membership equal the total
votes outstanding in the Class B membership;
or
(2) The third anniversary of the filing of this Certificate of Incorporation
with the Secretary of State of Connecticut.
(c) Provided, however, that the vote of any Owner or Owners of Living Units, other than condominium units, shall not be entitled to a weight greater that forty-nine (49%) per cent of the total vote expressed on any issue on which the Association votes.
Section 3. For purposes of determining the votes allowed under this Article IV, when Living Units are counted the Lot or Lots upon which such Living Units are situated shall not be counted.
Section 4. The voting rights of a corporation which the Owner of a Lot or Living Unit shall be exercised only by a person named in a certificate signed by an officer of the corporation and filed with the clerk of the Association of which the corporation is a member. Any such certificate filed by a corporation Shall be valid until revoked or superseded by a subsequent certificate, or until the corporation ceases to be a member of the Association.
Section 5. Any Member who is in violation of the Declaration, as determined by the Board of Directors, or who fails to pay any annual or special assessment established by the Board of Directors or the Association shall not be entitled to vote during any period in which the annual or special assessment is due and unpaid or in which such violation continues. If the Directors adopt and publish rules and regulations governing the use of the Residential Cluster No. 2 Reserved Areas and facilities and the personal conduct of any person thereon, the Directors may, in their discretion, suspend, for a period not to exceed thirty (30) days, the rights of any such person or violation of such rules and regulations.
board of directors
Section 1. The Association shall have not less than five (5) nor more than nine (9) Directors who need to be Members of the Associations.
Section 2. The initial Board of Directors shall be composed of seven (7) individuals who shall be elected by the incorporators at the organization meeting of the Association and shall constitute the "Charter Members" of the Board of Directors. The term of office of one (1) of such Charter Members shall expire at the time of each of the first seven (7) Annual Meeting Dates as provided in Article X, Section 1, hereof, following their election.
Section 3. Upon the expiration of the first term of office of a Charter Member of the Board of Directors, his successor shall be elected for a term of five (5) years by a majority of the Members present a to a meeting called for said purpose.
Section 4. If the office of any Charter Member shall become vacant, the unexpired portion of his term of office shall be filled by a majority vote of the remaining Charter Members and the person elected to fill such vacancy shall be deemed a Charter Member.
If the office of any Director other than a Charter Member shall become vacant, the unexpired portion of his term of office shall be filled by a majority vote of all remaining Directors.
Section 5. Except as provided in Section 2 and 4, Article V hereof, the Directors of the Association shall be elected by the Members at their annual meeting for a term of (5) years.
Section 6. Directors elected by the Membership shall take office at the first annual meeting of the Board of Directors following their election.
Powers and duties of the board of directors
Section 1. The Board of Directors shall have power:
(a) To call special meetings of the members whenever it deems necessary and it shall call a meeting at any time upon written request of one-fourth (1/4) of the voting membership, as provided in Article X, Section 2, hereof.
(b) To appoint and remove at pleasure all officers, agents and employees of the Association, prescribe their duties, fix their compensation, and require of them all such security or fidelity bond as it may deem expedient. Nothing contained in the By-Laws shall be construed to prohibit the employment of any Member, Officer or Director of the Association in any capacity whatsoever.
(c) To establish, levy and assess, and collect the assessments or charges referred to in Article VI of the Declaration.
(d) To adopt and publish rules and regulations governing the use of the Residential Cluster No. 2 Reserved Areas and facilities and the personal conduct of the Members and their guests thereon.
(e) To exercise for the Association all powers, duties and authority vested in or delegated to the Association, except those reserved to the meeting or to Members in the covenants.
(f) In the event that any member of the Board of Directors of the Association shall be absent from five (5) consecutive regular meetings of the Board of Directors, the Board may by action taken at the meeting during which said fifth absence occurs, declare the office of said Director to be vacant.
Section 2. It shall be the duty of the Board of Directors:
(a) 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 Members or at any special meeting when such is requested in writing by one-fourth (1/4) of the voting membership, as provided in Article X, Section 2, hereof.
(b) To supervise all officers, agents and employees of the Association, and to see that their duties are properly performed.
(c) As more fully provided in Article VI of the Declaration applicable to The Properties:
|
(1) To fix the amount of the annual assessment against each Lot and/or Living Unit for each assessment period at least thirty (30) days in advance of such date or period and, at the same time; (2) To prepare a roster of the properties and assessments applicable thereto which shall be kept in the office of the Association and shall be open to inspection by any Member, and, at the same time; (3) To send written notice of each assessment to every Owner subject thereof. |
(d) To issue, or to cause an appropriate officer to issue, upon demand by any person, a certificate setting forth whether any assessment has been paid. Such certificate shall be conclusive evidence of any assessment therein stated to have been paid.
(e) To take all such measures as may be necessary to:
| (1) restrict the use of Residential Cluster No. 2 Reserved Areas to
non-commercial uses devoted to the social welfare, including the health,
safety, education, culture, recreation, comfort and convenience of the
persons entitled to the use thereof; (2) provide for the maintenance of those portions of such land as may require maintenance and provide for any such necessary maintenance; (3) obtain and at all times maintain in force public liability insurance in such amounts and coverage's as may be reasonably adequate to protect the Association against claims for damages or personal injury (including death) arising or resulting from its ownership of Residential Cluster No. 2 Reserved Areas. (4) keep all improvements from time to time owned by the Association and existing on Residential Cluster No. 2 Reserved Area insured against loss by fire or other casualty, which insurance shall include the standard extended coverage endorsement and be in such amounts as may be necessary to prevent the Association's becoming a co-insurer thereof; and, (5) recover all amounts due the Association on account of any loss sustained by reason of any casualty, condemnation or otherwise. |
Meetings of the board of directors
Section 1. Regular meetings of the Board of Directors shall be held on such dates and at such places as shall be designated from time to time by the Board of Directors.
Section 2. Special meetings of the Board of Directors may be called at any time by the President or by a majority of the Board of Directors by vote at a meeting, or in writing with or without a meeting. Such special meetings shall be held at such place or places as may be designated from time to time by the Board of Directors. In the absence of such a designation such meetings shall be held at such places as may be designated in the calls.
Section 3. Except as provided in Section 3, Article VII hereof, notice of the place, day and hour of every regular and special meeting shall be given to each Director two (2) days (or more) before the meeting, by delivering the same to him personally, or by sending the same to him by telegraph, or by leaving the same at his residence or usual place of business, or, in the alternative, by mailing such notice three (3) days (or more) before the meeting, postage prepaid, and addressed to him in his last known post office address, according to the records of the Association. Unless required by these By-laws or by resolution of the Board of Directors, no notice of any meeting of the Board of Directors need state the business to be transacted thereat. No notice of any meeting of the Board of Directors need be given to any Director who attends, or any Director who, in a writing executed and filed with the records of the meeting either before or after the holding thereof, waives such notice. Any meeting of the Board of Directors, regular or special, may adjourn from time to time to reconvene at the same or some other place, and no notice need be given of any such adjourned meeting other than by announcement.
Section 4. At all meetings of the Board of Directors, a majority of the entire Board of Directors shall constitute a quorum for the transaction of business. Except in cases in which it is by Statute, by the Declaration, by the Certificate of Incorporation or by these By-Laws otherwise provided, the vote of a majority of such quorum at a duly constituted meeting shall be sufficient to elect or pass any measure. In the absence of a quorum, the Directors present by majority vote and without notice other than announcement may adjourn the meeting from time to time until a quorum shall attend. At any such adjourned meeting at which a quorum shall be present, any business may be transacted which might have been transacted at the meeting as originally notified.
Section 5. Directors as such shall not receive any compensation for their services. However, any Director may be reimbursed for his actual expenses incurred in the performance of his duties.
Section 6. Any action required or permitted to be taken at any meeting of the Board of Directors or at any committee meeting thereof may be taken without a meeting, if written consent to such action is signed by all members of the board or of such committee, as the case may be, and such written consent is filed with the minutes of proceedings of the board or committee.
Officers
Section 1. The officers of the Association shall be chosen by the Board of Directors and shall be a president, a vice president, a secretary and a treasurer. The Board of Directors may also choose additional vice presidents, and one or more assistant secretaries and assistant treasurers.
Section 2. The Board of Directors, at its first meeting after each annual meeting of the Association, shall choose a president and a vice president from among the Directors, and shall choose one or more vice presidents, a secretary and a treasurer, none of whom need to be a member of the Board of Directors.
Each Director shall be eligible for election to any office whether or not he is a Member of the Association.
Section 3. The Board of Directors may appoint each other officers and agents as it shall deem necessary who shall hold their office for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the Board of Directors.
Section 4. The salaries of all officers and agents of the Association shall be fixed by the Board of Directors.
Section 5. The officers of the Association shall hold office until their successors are chosen and qualify. Any officer elected or appointed by the Board of Directors may, with or without cause, be removed at any time by the affirmative vote of a majority of the Board of Directors. Any vacancy occurring in an office of the Association shall be filled by the Board of Directors.
The president
Section 6. The president shall be the chief executive officer of the Association, shall preside at all meetings of the Board of Directors, shall have general and active management of the affairs of the Association and shall see that all orders and resolutions of the Board of Directors are carried into effect.
Section 7. He shall execute bonds, deeds, easements, mortgages and other contracts where not required by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the Board of Directors to some other officer or agent of the Association.
vice presidents
Section 8. The vice president, or if there shall be more than one, the vice presidents in the order determined by the Board of Directors, shall in the absence or disability of the president, perform the duties and exercise the powers of the president and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe.
the secretary
Section 9. The secretary shall attend all meetings of the Board of Directors and record all the proceedings thereof in a book to be kept for that purpose and shall perform like duties for the standing committees, when required. He shall give, or cause to be given, notice to all special meetings of the Board of Directors requiring notice, and shall perform such other duties as may be prescribed by the Board of Directors or the president, under whose supervision he shall be. He shall have custody of the Association seal and shall have authority to affix the same to any instrument requiring it an when so affixed, it may be attested by his signature or by the signature of any other officer. The Board of Directors may give general authority to any other officer to affix the seal of the Association and to attest the affixing by his signature.
The treasurer
Section 10. The treasurer shall have the custody of Association funds and securities and shall keep or cause to be kept full and accurate accounts of receipts and disbursements in books belonging to the Association and shall deposit all moneys and other valuable effects in the name and to the credit of the Association in such depositories as may be designated by the Board of Directors.
Section 11. He shall disburse the funds of the Association as may be ordered by the Board of Directors, making proper vouchers for such disbursements, and shall render to the president and the Board of Directors, whenever the Board of Directors so requires, an account of all his transactions as treasurer and of the financial condition of the Association.
Section 12. If required by the Board of Directors, he shall give the Association a bond in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors for the faithful performance of the duties of his office and for the restoration to the Association, in case of his death, resignation, retirement or removal from office, all the books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the Association.
committees
Section 1. The Board of Directors may by resolution provide for an Executive Committee and for such other standing or special committees as it deems desirable, and discontinue the same at pleasure. Each such committee shall have such powers and perform such duties, not inconsistent with law, as may be assigned to it by the Board of Directors.
meetings of members
Section 1. The Association shall hold each year, commencing with the year 1973, an annual meeting of the Members for the election of Directors and the transaction of any business within the powers of the Association, at 8:00 o'clock P.M., on the second Wednesday in November in each year if not a legal holiday, and if a legal holiday then on the first day following which is not a legal holiday. Any business of the Association may be transacted in an annual meeting without being specially designated in the notice, except such business as is specifically required by Statute or by the Certificate of Incorporation to be stated in the notice. Failure to hold an annual meeting at the designated time shall not, however, invalidate the corporate existence or affect otherwise valid corporate acts.
Section 2. Special meetings of the Members for any purpose may be called at any time by the president, the vice president, the secretary or treasurer, or by any two or more members of the Board of Directors, or upon written request of the Members who have a right to vote one-fourth (1/4) of all of the votes of the entire membership or who have a right to vote one-fourth (1/4) of the votes of the Class A membership.
Section 3. All meetings of Members shall beheld at the principal office of the Association in Middletown, Connecticut, except in cases in which the notice thereof designates some other place.
Section 4. Not less than ten (10) days nor more than ninety (90) days before the date of every Members' meeting, the Secretary shall give to each Member entitled to vote at such meeting, written or printed notice stating the time and place of the meeting and, in the case of special meeting, the purpose or purposes for which the meeting is called, either by mail or by presenting it to him personally or by leaving it at his residence or usual place of business. If mailed, such notice shall be deemed given when deposited in the United States mail addressed to the Member at his post office address as it appears on the records of the Association, with postage thereon prepaid.
Notwithstanding the foregoing provision, a waiver of notice in writing, signed by the person or persons entitled to such notice and filed with the records of the meeting, whether before of after the holding thereof, or actual attendance at the meeting in in person, shall be deemed equivalent to the giving of such notice to such persons. Any meeting of Members, annual or special, may adjourn from time to time to reconvene at the same or other place, and no special notice need be given of any such adjourned meeting other than by announcement.
Section 5. Members holding ten (10%) of the total votes eligible to be cast, present in person or by proxy, shall constitute a quorum at any meeting of Members, except as otherwise required by State Statute, the Certificate of Incorporation, these By-Laws or the Declaration. If a quorum is not present at any meeting of Members, a majority of the Members present in person or by proxy may 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. Any business may be transacted at the adjourned meeting as originally noticed.
miscellaneous
Checks
Section 1. All checks or demands for money and all notes of the Association shall be signed by such officers or such other persons as the Board of Directors may from time to time select.
Fiscal Year
Section 2. The fiscal year of the Association shall be determined by the Board of Directors.
SEAL
Section 3. The Association seal shall be circular in form, shall have inscribed thereon the name of the Association with the words "Seal" and "Connecticut". The seal may be used by causing it or a facsimile thereof to be impressed or affixed or in any manner reproduced.
amendments
Section 4. These By-Laws may be altered, amended or repealed or new By-Laws may be adopted at any regular or special meeting of the Members, by a vote of a majority of a quorum of members present in person or by proxy , provided that, in each such instance notice of the proposed alteration, amendment, repeal, or adoption be set forth in a notice of such meeting and no alteration, amendment or repeal shall create an inconsistency between these By-Laws and the Declaration or Certificate of Incorporation.
Section 5. In case of any conflict between the Certificate of Incorporation and these By-Laws, the Certificate of Incorporation shall control; and in the case of any conflict between the Declaration and the By-Laws, the Declaration shall control.
A certain piece of parcel of land, together with all buildings and improvements thereon, situated on the easterly side of East Street, in the Town of Middletown, County of Middlesex and State of Connecticut, shown on a map entitled "Subdivision Map of the Farms At 'Westlake' Residential cluster No. 2 Portion of Property of George J. Achenbach East Street, Middletown, Conn. Scale: 1"=50' Date: May 24,1972 Sheet 1 of 1 Achenbach Realty Companies Brookside Lane, Essex, Conn. 064526 R.V. Kotowski, Civil Engineer Old Saybrook, Conn." which map is on file or is to be filed in the Middletown Town Clerk's Office and to which map reference is hereby made and may be had for a particular description of said premises, bounded and described as follows:
Beginning at a point in the easterly taking line of East
Street, which point marks the northwesterly corner of the herein described
premises and the southwesterly corner of land now or formerly of Vincent A.
Scarrozzo; thence running along the southerly line now or formerly of Vincent A.
Scarrozzo the following courses and distances. (1) 84°
52’ 02” E, 79.11 feet to a point (2) N 78°
23’ 50” E, 92.70 feet to a point, (3) N 68° 50
22" E, 134.25 feet to a point, (4) N 81° 57' 26" E, 295.16 feet to a
point and (5) N 80° 46' 20" E, 206.41
feet to a point; thence running along the westerly and northerly lines of land
now or formerly of Martin G. Oppenheimer the following courses and
distances: (1) S 1° 22' 46" W,78.87
feet to a point, (2) S 4° 38' 05",
72.27 feet to a point, (3) S 1° 10' 34"
106.77 Feet to a point, (4) S 0° 07'
23" W, 74.95 feet to a point, (5) S 1°
33' 39" W, 86.98 Feet to a point, (6) S 1°
33' 39" W, 86.98 feet to a point, (6) S 1°
10' 02" W, 83.80 feet to a point, (7) S 4°
28' 50 " E, 5.67 feet to a point, (8) S 3°
17' 48" W, 48.92 feet to a point,
(9) S 0° 39' 33" E, 31.74 feet to a point, (10) S 1° 54' 39" W, 62.07 feet to a
point, (11) S1° 06' 15" W, 183.50 feet
to a point, (12) S 1° 28' 04" W, 38.18 feet to a point, (13) S 5° 13' 48" W,
62.93 feet to a point, (14) S 56° 02'
50" W, 14.64 feet to a point, (15) S 84° 17' 14" W, 57.02 feet to a point, (16)
S 84° 02' 23" W, 166.97 feet to a
point, (17) S 84° 59' 50" W, 248.31 feet to a point, (18) S 83°
17' 29" W, 344.58 feet to a point, and S 84°
47' 05"W, 184.41 feet to a point in the easterly taking line of East Street;
thence running along the easterly taking line of East Street the following
courses and distances: (1) N 19° 58'28"
E, 115.52 feet to a point, (2) N 13° 45' 56" E, 273.83 feet to a point, (3) N 16°
43' 16" E, 229.06 feet to a point, (4) N 12° 40' 15" E, 158.49 feet to a
point and (5) N 15° 16' 16" E, 154.09 feet to a point or place of beginning.
Being the same premises described as the Second Parcel in a Warranty Deed from Joseph Wright Alsop V. to George J. Achenbach, dated March 19, 1969, and recorded in the Middletown Land records, Volume 363, Page 348.
The above document is a transcribed copy. In case of a conflict between this document and the formal printed document, the printed document shall control.