By-Laws — Boulder Road Maintenance Association

By-Laws of the BRMA Statutory Road Association

Following bylaws are basic recommendations for a Statuary Road Association and have to be approved by a vote of property owners.

ARTICLE I

The name of the association shall be Boulder Road Maintenance Association, which is organized as a statutory road association pursuant to title 23, Maine Revised Statutes, Sections 3101 to 3104.

ARTICLE II

The purpose for which the association is organized is the repairing and maintaining Boulder Road, Sprague Lane, Hannington Drive and Cowger Lane and the storm water control of these roads located in Danforth, Maine.

Snowplowing of Boulder Road, Sprague Lane, Hannington Drive and Cowger Lane will not be funded by the Association.

ARTICLE III

The members of the association shall be limited to the owners, their heirs and assigns of the parcels / lots benefited by the private way know as Boulder Road, Sprague Lane, Hannington Drive, Cowger Lane.

The holder or owner of a security interest only, such as mortgagee, shall not be qualified to be a member.

ARTICLE IV

The corporation shall have a year to year existence until revoked by a majority vote of the entire membership.

ARTICLE V

The affairs of the Association shall be managed by a Board elected by the membership. Members shall elect a President, Vice President, Secretary and Treasurer annually who shall serve as the Board and shall act on such matters as delegated by the Members, and as authorized by 23 M.R.S.A. $3101 to 3104 and the duties of the officers as prescribed by these bylaws. Vacancies shall be filled ,if for greater than (5 )months, by a vote of the members, if less than (5) months, by vote of remaining Board.

The Board of Directors shall have the powers and duties necessary for the administration of the affairs of the Association and may do all such acts and things except as by law or by this document may not be delegated to the Board of Directors by the property owners.

ARTICLE VI

The Association shall hold an annual meeting to elect Board Members and conduct business and shall hold other meetings a necessary in person or online.

ARTICLE VII

At all meetings and elections, either online or in person the members may cast only one vote regardless of the number of lot/lots owned. All such lots owned by tenant in common or joint tenants may cast only one vote as a group for each lot/lots owned. For any vote to be effective on any issue, there must be a vote in favor of the decision of a simple majority of the entire membership. Absentee voting is allowed by 23 M.R.S.A. $3101(4). Absentee ballots must be received by regular mail or e-mail before the end of the voting dates. All voting referendums / issues will have a 30 day voting period by which all ballots must received by the end of the 30 day voting period by electronic email or US mail.

ARTICLE VIII

The By-Laws of the Association may be amended, altered or rescinded only by a majority vote of the members.

Amendments may be proposed by any member.

ARTICLE IX

OFFICERS

Section 1: Board. The Board of the Association shall be a President/Road Commissioner, Vice president/ Assistant Road Commissioner, Secretary/Treasurer. They shall take office immediately after the voting period of which they were elected.

Section 2. President. The President shall be the chief executive officer of the Association and shall perform such duties as from time to time may be assigned to him by the Members. The President shall be ex officio a member of all committees. The President is the Moderator of all membership meetings.

Section 3. The Vice President. The Vice President shall serve as President when the President is unable or unwilling to serve/ or perform the duties of President.

Section 4. The Secretary. The Secretary shall keep the administrative records of the Members and Officers meetings. They shall perform all duties incident to the office of Secretary and shall perform such other duties as may come from time to time to be assigned by the Members or the President

Section 5. The Treasurer . The Treasurer shall have the custody of the receipts, disbursements, funds and securities of the Association. They shall perform all duties incident to the office of Treasurer and shall perform such other duties as may come from time to time to be assigned by the Members or the President.

ARTICLE X

Section 1. Annual Meeting. There shall be an annual meeting of the members of the Association to be determined by the Board. Notice of the such meeting shall be given by the Board (30) days in advance.

Section 2. Special Meetings. Special meetings of the members shall be held whenever called by the President or by at least (6) Members. Thirty (30) days notice shall be given to all members.

ARTICLE XI

Section 1. Qualifications. Only persons qualified to be members under Articles III and VII and 23 M.R.S.A. $3101 shall be Members.

Section 2. Members. A member shall have no vested right, interest of privilege of, in, or to the assets, functions, affairs, or facilities of the Association, or any right, interest, or privilege which may be transferable or inheritable, or which shall continue after membership ceases.

ARTICLE XII

Section 1. The Association shall have the right and power to subject the property of its Members to an annual road maintenance fee pursuant to 23 M.R.S.A. $3101 to 3104.

Each year thereafter, each Member shall pay the maintenance fee and such payments shall be used by the Association to create and continue a maintenance Fund to be used by the Association as hereinafter stated. The Association may vote to assess the maintenance fee in installments and set the due date for such installments. The charges will be delinquent when not paid within (90) days after they become due.

The annual maintenance fee may be adjusted from year to year by the Members as road maintenance needs may require. Fee is per member.

Special maintenance fee assessments for emergencies and/or budget deficits may be assessed on the Members in addition to the annual maintenance fees if authorized by a majority Members vote.

Section 2. The maintenance fee shall be used for repairing and maintaining said road, including the drainage and storm water management and the sight distances on the curves and intersections of the roads. It shall also be used for providing liability insurance coverage for the Association, its Members and Officers, the cost of consultants and operating cost of the Association.

ARTICLE XIII

The Association shall have the power and authority to enforce and collect said maintenance fees by any action including actions at law and equity, and including attachment of members property. Members who are in default of their fees shall also be liable to the Association of reasonable interest and late charges set in advance by the Association and for the Association's reasonable cost of collection, including but not limited to, attorney’s fees and cost. The maintenance fees shall constitute a burden upon the land of the member and shall run with the land.

ARTICLE XIV

Insurance

The Association shall maintain in full force and effect a general liability insurance policy for the benefit and protection the Association, its officers and Members. It shall cover all land, common areas, facilities, equipment, and activities owned, operated and/or maintained by the Association as well as personal property and all acts performed by the Association. It shall have a face amount which shall be determined from time to time by the Membership. Costs of insurance shall be a part of the maintenance fee.

ARTICLE XV

Indemnification of Officers and Members

Each officer and or member of the Association shall be indemnified by the Association to the extent of insurance coverage against expenses, including attorneys’ fees, judgments, fines and amount paid in settlement, actually and reasonably incurred by such person in connection with any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Association)by the reason of the fact that such person is or was an officer, member of the Association, if such person acted in good faith and in a manner reasonably believed to be in the best interests of the Association, and with respect to any criminal action or proceeding had no reasonable cause to believe such person’s conduct was unlawful. The termination of any action, suit or proceeding by judgment, order settlement, conviction or upon a plea of nolo contendre, or its equivalent, shall not of itself, create a presumption that the person did not act in good faith and in a manner in which is reasonably believed to be in the best interests of the Association, and with respect to any criminal action or proceeding, that reasonable cause to believe that such person’s conduct was unlawful.

Expenses incurred in defending a civil of criminal action, suit or proceeding, may be paid by The Association in advance of the final disposition of such action suit or proceeding as authorized by the Members in the manner provided by the applicable statutes of the State of Maine concerning indemnification by nonprofit corporations currently contained in 13-8 M.R.S.A. $714 and sub-$3(or the corresponding provision of future Maine law) upon the receipt of an undertaking by or on behalf of the officer, member to repay such amount, unless it shall be ultimately determined that such person is entitled to be indemnified as provided herein.

In the event that such action or proceeding be by or in the right of The Association, The Association shall have the same power to indemnify and insure any such director, officer, except that no indemnification shall be made in respect to any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of such discord wherein the action or proceeding is tried shall specifically find that despite the adjudication of liability, but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity.

The indemnification provided by these bylaws shall be deemed exclusive of any other rights to which those indemnified may be entitled under any statute or regulation of the State of Maine.

As used in this provision, the terms “officer”; “member”; include the respective heirs, executors and administrators of persons holding such offices in the Association.