HOLA Constitution and Bylaws
CONSTITUTION and BYLAWS
HIGHLANDS OVERLOOK LANDOWNERS ASSOCIATION
ARTICLE I – NAME AND GEOGRAPHIC AREA
Section 1
The name of the association is Highlands Overlook Landowners Association, hereinafter referred to as HOLA. The geographic area of the association shall include all properties located in Lakeview Highlands and the Rangeley Overlook areas, as defined by lands contained within the Ellis family subdivisions east of Route 4 and north and south of Nile Brook, plus the nine (9) acre parcel of land west of Route 4 and adjacent to Nile Brook that was part of the Ellis family farm.
Section 2
HOLA is filed with the Maine Department of the Secretary of State as a NONPROFIT CORPORATION (T13-B) and must follow the rules of the Maine Nonprofit Corporation Act title 13-B.
Section 3
The principal office of HOLA is located in Rangeley, Maine, and its mailing address is: P.O. Box 262, Rangeley, ME 04970.
Section 4
The HOLA fiscal year shall be October 1 to September 30.
ARTICLE II – PURPOSE
Section 1
The purpose of HOLA shall be to formulate policies and procedures in order to maximize the usefulness and value of all properties located within the geographic areas as outlined in Article I.
Section 2
To fulfill this purpose, HOLA, through its officers and committees, shall be responsible for road and snow plowing maintenance, common areas, the local environment and the enhancement of the aesthetic surroundings to best serve its members.
Section 3
It shall disseminate information to HOLA members whether on a local, state, or national basis, where such information might impact HOLA members’ property. This includes, but is not necessarily limited to, modifications in any HOLA lot, modification of any roadway, laying out of new roads, fish and game regulations in the HOLA area, snowmobile or recreation vehicle regulations within the HOLA area, or any other regulation or geographical change which affects HOLA members. The dissemination of information may come from mailings, emails, annual meetings, or special meetings called in accordance with these by-laws. An annual report shall be made by the Chairperson of the Board to all HOLA members at the close of the fiscal year.
Section 4
To the greatest extent possible, HOLA shall encourage and assist cooperation and communication with and between landowners, with local government bodies, with law enforcement officials, and with any other agencies necessary to preserve the community for present and future generations.
To these ends, the corporation shall be empowered to: Acquire by gift or purchase, whether in trust or otherwise, to hold, sell convey, assign, mortgage or lease any property, real or personal, necessary or incidental to the accomplishment of any of its purposes; to solicit funds, subscriptions, pledges, grants, and bequests for its said purposes; to borrow money and issue evidence of indebtedness, to secure loans by mortgage, pledge or other lien, all in furtherance of its said purposes; to apply for, obtain, and contract with any governmental agency or private foundation for grants, direct loans or other financial aid and to make any other contract in furtherance of said purposes; and to take such other and further actions as may be necessary for the accomplishment of its said purposes and not inconsistent with the specific limitations of its powers hereinafter recited.
ARTICLE III – MEMBERSHIP
Section 1
As a non-profit T13-B corporation HOLA is incorporated within the State of Maine. HOLA’s day-to-day business operation shall be conducted by a Board of Directors elected in accordance with these by-laws. The Board of Directors shall elect officers in accordance with these by-laws.
HOLA members shall be those individuals who own land in the HOLA geographic area. Each parcel of land within HOLA represents one vote. . Partnerships, trusts, and corporations are eligible for voting membership in the Association. In the case of partnership, trust or corporation, each entity shall be allowed one vote and only one person acting as a representative or agent of such entity may be a Director and/or Officer of the Association.
Section 2
Partnerships, trusts, corporations and individuals who own land in the HOLA geographic area shall be assessed dues by the Board of Directors to be paid annually. Said dues shall be utilized for the payment of HOLA’s expenses exclusive of road plowing or maintenance. Any member whose dues are unpaid as of December 31 of current year shall be suspended and shall have no voting rights. The membership term shall run from October 1 through September 30. Membership dues will be determined by the Board of Directors at their annual meeting.
Section 3
Partnerships, trusts, corporations and individuals who own land accessed by any HOLA maintained road in the HOLA geographic area shall be assessed annual fees as determined and set by the assessors elected under the Maine State Law specified below. Said fees shall be utilized for the payment of HOLA’s expenses resulting from costs for road maintenance and snowplowing. Such fees shall be determined by adhering to the procedures outlined under Maine State Law 23, M.R.S.A. Sec. 3101, 3102, 3103. All are due and payable by November 15 of current year. After that date a late fee may be applied.
Section 4
The annual meeting of the membership shall be held in the month of September prior to the end of the fiscal year. All members in good standing (having paid their dues and applicable fees) are eligible to take part in the annual meeting to be held at a place to be determined by the Board of Directors. Written notice stating the time and place of the annual meeting or of any other special meeting of the membership shall be mailed to all members at least 30 days prior to such meeting.
Special meetings of the membership may be called by the Chairperson of the Board, or be called upon written request of three (3) eligible members, or by a majority of the Board of Directors. A quorum will be any 15 eligible members of the Association at the annual meeting.
ARTICLE IV – BOARD OF DIRECTORS
Section 1
The Board of Directors shall consist of 16 HOLA landowners whose status is active. At least three (3) of said directors shall be from Lakeview Highlands and three (3) from the Overlook area.
Each Director shall serve a three-year term. Directors may serve multiple, consecutive terms if so elected.
Any vacancy on the Board of Directors caused by resignation or death may remain unfilled or the directors may fill said vacancy to serve out the term without membership ratification.
The Board of Directors shall have general supervision over the property, business and affairs of the Association and in general, may exercise all of the corporate powers of the Association in accordance with these By-Laws.
Any Director missing three (3) consecutive board meetings will be up for review by the Board of Directors, who by a majority vote of the Board members present, may seek and replace any Director, for cause.
Section 2
The Board may levy reasonable fines against a landowner for failure of the landowner, their guest, invitee, or renter to comply with the RULES, REGULATIONS AND POLICIES OF THE ASSOCIATION. Failure to pay any monetary fines may result in the HOLA Board pursuing a lien on the landowners property and/or legal actions to collect said fees.
Section 3
Reasonable Test. Any rule or regulation imposed by the Board must be reasonably related to maximize the usefulness and value of all properties.
Section 4
An annual meeting of the Board of Directors shall be held immediately before the annual meeting of the general membership. Regular meetings of the Board will be held bi-monthly at a location and time specified by the Chairperson. Special meetings of the Board of Directors may be called by, or at the request of the Chairperson or by any three (3) directors, by giving notice of the date, time, place and purpose of the meeting to all Directors at least three (3) days in advance of such meetings. An emergency meeting may be called at any time without three day notice in case of major physical disaster.
A quorum at all meetings of the Board of Directors shall consist of a simple majority, (i.e., 9 members). All meetings of the Board of Directors shall be conducted under Roberts Rules of Order. At any regular or special meeting, a majority of the Directors present and voting shall constitute approval of any duly offered motion.
ARTICLE V – OFFICERS:
Section 1
Officers of the Association shall be Chairperson, Vice-Chairperson, Secretary, and Treasurer.
Section 2
CHAIRPERSON: The chairperson shall be the principal executive officer of the Association. He/She shall preside at all meetings of the members and the Board of Directors. He/She may sign, with the Secretary or any other proper officer of the association authorized by the Board of Directors, any deeds, mortgages, bonds, contracts, or other instruments which the Board has authorized to be executed, except in cases where the signing and execution thereof shall be expressly delegated by the Board or by these By-Laws or by statute to some officer or agent of the Association; and, in general, he/she shall perform all duties incident to the Office of Chairperson and such other duties that may be prescribed by the Board of Directors from time to time.
Section 3
VICE-CHAIRPERSON: The vice-chairperson shall be the principal executive officer of the Association in the absence of the chairperson. The vice-chairperson shall have all of the duties and responsibilities of the chairperson in his/her absence.
Section 4
SECRETARY: The secretary shall keep the minutes of meetings of the members and the Board of Directors, shall record all votes, see that all notices are duly given in accordance with the provisions of these By-Laws or as required by law; be custodian of the Association and see that the seal of the Association is affixed to all documents, the execution of which on behalf of the Association, under its seal, is duly authorized in accordance with the provisions of these By-Laws; shall perform in general all other duties as from time to time may be assigned to him/her by the Chairperson or Board of Directors. At the end of his/her term, all records, materials, and properties shall be turned over to the Association.
Section 5
TREASURER: If required by the Board of Directors, a bond will be taken out for the treasurer for the faithful discharge of his/her duties in such sum and with such surety or sureties as the Board of Directors shall determine. He/She shall have charge and custody of, and be responsible for, all funds and securities of the Association, receive and give receipts for money received and due and payable to the Association form any source whatsoever, and deposit such money received in the name of the Association in such bands, trust companies, or other depositories as shall be selected by these By-Laws, to keep and maintain checking accounts in the name of the Association from which he/she will pay all bills of the Association. In general, the Treasurer will perform all duties incidental to the office of Treasurer and such others as from time to time may be assigned to him/her by the Chairperson or Board of Directors of HOLA. He/she shall issue a financial report at all Directors’ or Membership meetings and a year end written summary report at the end of the fiscal year. At the end of his/her term all materials and properties shall be turned over to the Association.
Additionally, it shall be the responsibility of the Treasurer to maintain the record keeping database up-to-date.
Section 6
HOLA is a non-profit association. No part of the income of the Association shall inure to the benefit of any person, partnership or corporation, member, director, or officer of this Association, except that reasonable compensation may be paid for services rendered to or for the Association in furtherance of the Association’s purposes and no member, director, officer or the Association, or any other person, partnership or corporation shall be entitled to any payments or distributions of property without approval by the Board of Directors of HOLA.
ARTICLE VI – COMMITTEES
Section 1
The Chairperson of the Board may make recommendations to the Board of Directors of persons to serve on all committees of the Association.
Section 2
The Board of Directors shall appoint a nominating committee, a road committee, waterfront committee, long range planning committee, social activities committee or any other committee whose function will be to make findings of fact and report said facts and recommendations to the Board of Directors for approval
Section 3
NOMINATING COMMITTEE: The Board of Directors shall annually appoint a nominating committee comprised of two (2) directors and one (1) non-director member of HOLA. This committee shall be appointed no later than June 1 of each year. The nominating committee shall meet before the annual meeting and shall nominate a slate of new directors to replace those whose terms are set to expire. The committee shall present said nominees to the full membership at the annual meeting for membership approval. Those nominees receiving a majority ballot vote of the membership shall be elected.
The nominating committee shall also present for election a slate of members for the position of Road Commissioner. The committee shall present said nominees to the full membership at the annual meeting for membership approval. The nominee receiving the majority vote of the membership present shall be elected.
The nominating committee shall also present for election a slate of members for the position of Assessors. The committee shall present said nominees to the full membership at the annual meeting for membership approval. The three nominees receiving the majority vote of the membership present shall be elected.
Section 4
ROAD COMMISSIONER: The Road Commissioner shall be responsible for the maintenance of and snow removal for all the roads in the HOLA geographical area. It will be the Road Commissioner’s responsibility to work closely with the members of the Road Committee and HOLA landowners to formulate work plans, set priorities, set budgets, contact various contractors, prepare bid proposals or hourly time and materials and equipment use proposals, evaluate bids and proposals and with the Board of Directors approval contract for maintenance and snow removal on all HOLA roads. The Road Commissioner will have the responsibility, in conjunction with the Road Committee members, to approve new road additions, changes in design, location or construction. The Road Commissioner, with the advice of the Assessors, shall have the responsibility and authority for assessing costs to service all HOLA roads in the HOLA geographical area as defined under Maine State Law, 23, M.R.S.A. Section 3101. He/She shall be empowered to contract with the Board of Directors approval, for the labor and materials necessary to provide suitable maintenance for said roads. For those landowners who do no pay their share of said costs, the remainder of the landowners shall furnish through the Road Commissioner the road services and recover expenses therefore from those landowners who do not pay in a civil action pursuant to Maine State Law, 23 M.R.S.A., Section 3101, Section 3102 and Section 3103. (See copy of Maine State Law attached)
The Road Commissioner shall be required to make a status report to the Board of Directors at each meeting of the Board and will submit a written year end summary of work completed.
Section 5
ROAD COMMITTEE: The Board of Directors shall annually appoint a Road Committee as outlined in Section 1, which shall consist of at least three (3) members in good standing from the Rangeley Overlook area and at least three (3) members in good standing from the Lakeview Highlands area. It shall be the responsibility of the Road Committee to meet at least twice a year, spring and fall, or at other times as required, to discuss, plan and implement with the Road Commissioner any work needed to provide suitable and timely maintenance to all HOLA roads.
Section 6
WATERFRONT COMMITTEE: The Board of Directors shall annually appoint a Waterfront Committee as outlined in Section 1, which shall consist of at least two (2) members in good standing from Lakeview Highlands and at least two (2) members in good standing from the Rangeley Overlook area. The Waterfront Committee shall be responsible for appointing one member as the Harbor Master. The Harbor Master shall be responsible for assigning dockage to members, contracting as needed for maintenance of the area, and in general providing an area for all members to enjoy. The Harbor Master shall issue a report to the Board of Directors detailing work accomplished and changes to be implemented.
Section 7
SPECIAL PROJECTS COMMITTEES: The Board of Directors of HOLA may appoint from time to time members to Special Projects Committees. It shall be the responsibility of these committees to undertake long range planning, special social activities and other projects as needed. These committees may serve as liaison between State, Town, Contractors, Service Providers, Attorneys, Landowners and the General Public to obtain grants, agreements, improvements and facilities that will benefit the membership of HOLA.
ARTICLE VII – DISSOLUTION OF THE CORPORATION:
Section 1
The HOLA Corporation shall have perpetual existence unless a vote of dissolution is approved by two-thirds majority of the Board of Directors and approval by two-thirds of the membership. In the event of dissolution of the Corporation or termination of its corporate existence, the Board of Directors will present to the full membership a plan for the distribution of assets.
ARTICLE VIII – AMENDMENT OF BY LAWS
Section 1
A proposed amendment to the By-Laws must be submitted to the general membership for their approval if offered by a vote of the Board of Directors or by a petition signed by at least 15 members in good standing of the HOLA Corporation.
Section 2
These By-Laws may be amended at any regular meeting of the Corporation by a two-thirds vote of quorum, provided that amendment has been submitted in writing to the general membership by delivery as a mailed hard copy or email at least thirty (30) days prior to the vote.
ARTICLE IX – INDEMNIFICATION
Every person serving as an Officer or Director of the Association shall be indemnified by the Association against all expeses and liabilities, including reasonable attorney’s fees incurred and imposed in connection with any proceedings to which such person may be a party, or in which such person may become involved by reason of being or having been an Officer or Director at the time the expenses were incurred.
Revised July 2022
Approved at Annual Membership Meeting 9/3/2022