Bylaws of Sky Valley Association, Inc.
Revised May 25, 2024
Article I
Definitions
As used in these Bylaws:
Section 1.01. "Association" shall mean Sky Valley Association, Inc., a Maryland corporation
and its successors and assigns.
Section 1.02. "Act" shall mean the Maryland Homeowners Association Act, Title 11b of the
Annotated Code of Maryland, as amended from time to time.
Section 1.03. "Articles of Incorporation" shall mean the Articles of Incorporation of the
Association, as amended from time to time.
Section 1.04. "Bylaws" shall mean these Bylaws of the Association, as amended from time to
time.
Section 1.05. "Sky Valley" shall mean the subdivision known as Sky Valley, which is situated in
Garrett County, at Deep Creek Lake, Maryland.
Section 1.06 "Rules and Regulations" shall mean the Sky Valley Rules and Regulations
governing the use of common areas and facilities, the use of and building of improvements on
lots within Sky Valley, the personal conduct of members, renters, and guests, and establishing
penalties for infractions thereof.
Section 1.07. "Restrictive Covenants" shall mean the covenants and restrictions set forth in each
deed of a lot in Sky Valley, by and between Sky Valley Association, Inc. and the grantee thereof.
Article II
Identification
Section 2.01. Name. The name of the Association is Sky Valley Association, Inc.
Section 2.02. Principal Office and Resident Agent. The location of the principal office of the
Association and the designation of the resident agent of the Association shall be as specified in
the Articles of Incorporation, unless after the adoption of the Articles of Incorporation, such
location or such designation or both shall be changed in accordance with the requirements of the
Maryland Code, Corporations and Associations Act, in which case the notice of the change that
is required by such Act (and the more or most recent of such notices, if two or more shall have
been filed) shall be conclusive as to the matters covered by such notice.
Section 2.03. Seal. The seal of the Association shall be in the form of a circle, about the upper
periphery of which shall appear the words "Sky Valley Association, Inc." (or an appropriate
abbreviation thereof), and about the lower periphery of which shall appear "1967 Maryland."
When the affixing of the seal of the Association to any instrument shall be appropriate, the
affixing shall be done by means of a die capable of impressing the seal on paper.
Section 2.04. Fiscal Year. The fiscal year of the Association shall begin on the first day of March
in each year and end on the last day of February in the next subsequent calendar year.
Article III
Membership
Section 3.01. Qualifications for Membership. The qualifications for membership in the
Association shall be as follows:
(a) The members of the Association shall be persons, corporations, or other legal entities
who at any time are owners (legal or equitable) of one or more numbered residential lots
in Sky Valley. An entity who has no interest in real estate in Sky Valley other than an
interest that is held merely as security for the performance of an obligation to pay money
(e. g., the interest of a mortgagee or a land contract vendor) shall not be entitled to
membership in the Association.
(b) Membership in the Association shall terminate when any member shall cease to be the
owner of a numbered residential lot in Sky Valley.
(c) No member may be expelled from membership in the Association for any reason
whatsoever; provided, however, that the Board of Directors shall have the right to
suspend the voting rights (if any), and the right to use the parks, common areas,
swimming area, marina, boat launch, and other recreational facilities of the Association
of any member (i) for any period during which any Association charge (including fines
levied by the Association for violation of Restrictive Covenants or Rules and
Regulations) owed by the member remains unpaid; and (ii) for the period of any
continuing violation of the Restrictive Covenants or Rules and Regulations, after the
existence of the violation shall have been declared in writing by the Board of Directors.
Further, the Board of Directors shall have the right to suspend the voting rights (if any)
and privileges of membership of any member for the period any bill for services owed by
such member shall remain unpaid.
(d) Any member whose annual dues and additional charges are unpaid for more than 90 days
shall be considered not in good standing until such payment is made. Annual dues and
additional charges shall be considered to be unpaid if they are not paid on or before the
due date posted on the annual dues invoice or bill.
(e) There shall be no other preferences, limitations or restrictions with respect to the relative
rights of the members, unless otherwise set forth in these Bylaws, the Rules and
Regulations, or the Restrictive Covenants.
Section 3.02. Evidence of Membership. The Board of Directors shall have the power (but not the
duty) to cause the issuance of evidence of membership in the Association to the members thereof
in such form as the Board of Directors shall, from time to time, prescribe. As of the date of the
adoption of these amended Bylaws, the Board of Directors has taken no action (except the
adoption of these Bylaws) with respect to evidence of membership in the Association.
Section 3.03. Privileges of Membership. The members of the Association (and any person who
both belongs to the family of a member and has the same residence as such member and any
person who is a guest of a member of the Association) shall have the privilege of using the
streets within Sky Valley, the areas designated as parks or pedestrian easements on the plats
thereof, and any other recreational facilities within Sky Valley that are owned by the
Association, in accordance with the Restrictive Covenants, the Articles of Incorporation, the
Rules and Regulations, these Bylaws, and any such other rules for the use of such facilities
adopted from time to time.
Article IV
Meetings of Members
Section 4.01. Place of Meetings. Any meeting of the members of the Association may be held at
any place within Garrett Co., Maryland. The place at which a particular meeting of the members
is to be held shall be stated in the notice of that meeting.
Section 4.02. Semi-Annual Meetings. The fall semi-annual meeting of the members of the
Association shall be held on the Saturday immediately preceding Labor Day in September of
each year. The purpose of this meeting shall be to elect the Directors in accordance with these
Bylaws whose terms have expired and to handle such other business as may properly come
before the members. The spring semi-annual meeting of the members of the Association shall be
held on the Saturday immediately preceding Memorial Day of each year. The purpose of this
meeting shall be to review the Bylaws and the Rules and Regulations, to discuss matters of
interest to the Association with respect to the forthcoming summer season, and to transact such
other business as may properly come before the members. Failure to hold the semi-annual
meetings on the designated dates shall not constitute or cause any forfeiture or dissolution of the
Association.
Section 4.03. Special Meetings. A special meeting of the members of the Association may be
called at any time by the President, by a majority of the Board of Directors, or by a written
petition signed by one-fourth (1/4) of the members on any question upon which the vote of the
membership of the Association shall be required.
Section 4.04. Notice of Meetings. A written or electronic notice stating the place, day and hour
of any meeting and the purpose for which such meeting shall have been called shall be delivered,
mailed, or otherwise conveyed by the Secretary to each member (or group of members
constituting a tenancy by the entireties, a joint tenancy, or a tenancy in common) owning a
numbered lot in Sky Valley at least twenty (20) days before the date of the meeting. Notice of
any meeting of members may be waived in writing filed with the Secretary of the Association
before the time of the meeting, at the time of the meeting, or after the time of the meeting, or by
attendance in person.
Section 4.05. Quorum. A quorum shall be deemed to be present at any semi-annual or special
meeting of the membership of the Association if, at such meeting, at least 15 percent of the total
votes capable of being cast in accordance with Section 4.06(a) of these Bylaws are present in
person or by proxy.
Section 4.06. Voting of Members. The voting rights of the members of the Association shall be
as follows:
(a) Method of Voting. A vote attributable to a numbered lot in Sky Valley shall be cast as
follows:
i. A member shall be entitled to one vote for each numbered lot owned by such member.
ii. If a lot or lots are owned by one person, the vote shall be cast by that one person.
iii. If a lot or lots are owned by more than one person, either as tenants in common, as
joint tenants, or as tenants by the entireties, the vote attributable thereto shall be
deemed properly cast if cast by one of the tenants in the absence of any objection,
or contrary vote, by any other of them.
iv. If a lot or lots are owned by more than one person, either as tenants in common, as
joint tenants, or as tenants by the entireties, and if two or more of them desire that
the vote attributable to that lot be cast in different way, or one of them desire that it
not be cast, then the vote attributable thereto shall be deemed properly cast if cast
by not less than a majority in number of the tenants.
(b) Voting and Proxies. Any person who is entitled to vote (as the sole owner of a numbered
lot or lots in Sky Valley or as one of a group of tenants by the entireties, joint tenants, or
tenants in common owning such a lot) at any meeting of the members of the Association
may vote in person, by paper or electronic ballot, or by proxy executed in writing and
filed with or transmitted electronically to the Secretary. All proxies shall be revocable
and shall automatically cease after eleven (11) months from the date of its execution
unless a longer time is expressly provided for upon the face of the proxy instrument or
upon conveyance by a member of his/her lot.
(c) Election tellers. If a vote is needed at any meeting of the members of the Association, the
President shall appoint at least two election tellers to count votes for that meeting.
Election tellers shall be members in good standing of the Association. No person who is a
candidate for the Board of Directors may be an election teller. The tellers shall have the
time needed and shall exercise diligence to ensure a fair and accurate count of the votes cast.
Article V
The Board of Directors
Section 5.01. Qualification and Election. The affairs of the Association shall be managed by a
board of seven (7) directors. The Board of Directors of Sky Valley Association, Inc. shall be
members in good standing of the Association. The Board of Directors shall be elected at the fall
semi-annual meeting of the members of the Association for two-year terms on a rotating basis of
three directors in any one year, four directors the next year, and a rotating three director, four
director basis thereafter. The terms of the elected directors will commence on March 1 of the
subsequent year following the fall semi-annual meeting.
Section 5.02. Vacancies. Any vacancy that shall occur in the Board of Directors by death,
resignation, or otherwise shall be filled by a majority vote of the remaining directors. In filling
vacancies, the Board of Directors shall select from among candidates not elected to the Board of
Directors but who received votes at the last election for the Board of Directors, in descending
order, based on number of votes received. If unable to fill any such vacancy by this method, the
Board of Directors shall select from among the remainder of the Association membership. In
appointing directors to fill vacancies, the board may appoint directors to serve (a) the remainder
of the term if fewer than two fall semi-annual meetings would normally be held during the period
covered by the temporary appointment or (b) until the next fall semi-annual meeting if the
remainder of the term would normally include two semi-annual meetings.
At the fall semi-annual meeting, the members of the Association will elect directors, casting
votes for as many directors whose terms are due to expire plus for each vacancy that was filled
by temporary appointment under item (b) above. Directors will be chosen in order of the number
of votes each receives; that is, candidates with the greater numbers of votes will fill the positions
of those directors whose terms are due to expire. When all such regular 2-year terms are filled,
the person(s) with the next highest number of votes will serve the unexpired portion of any term
that was filled by temporary appointment under item (b) above. If two or more candidates
receive equal votes, the tie will be broken, if necessary, by cutting a deck of playing cards (from
which jokers have been removed) under the supervision of the election tellers who counted the
votes. In determining the order of finish, aces will be the highest cards, then kings, queens, and
so on; among suits the order (highest to lowest) will be spades, hearts, diamonds, and clubs.
Section 5.03. Annual Meeting of the Board of Directors. The Board of Directors shall hold an
annual meeting, after the fall semi-annual meeting of the members of the Association, but before
December 1, for the purpose of organization, election of officers for the term beginning March 1,
and the consideration of any other business that properly may be brought before the meeting.
Current directors and directors-elect (whose terms are to begin March 1) may vote in the election
of officers. The failure to hold any annual meeting by the designated time shall not constitute or
cause any forfeiture of the Articles of Incorporation, or dissolution of the Association.
Section 5.04. Special Meetings of the Board of Directors. Special meetings of the Board of
Directors shall be called at any time by the President or on the written request of any three
Directors. The Board of Directors of the Association shall meet at least once each quarter.
Section 5.05 Notice of Meeting of the Board of Directors. A written or electronic notice stating
the place, day and hour of the annual or a special meeting of the Board of Directors shall be
mailed or delivered by the Secretary to each Director at least ten (10) days before the date of the
meeting.
Section 5.06. Attendance Requirements. Any director who is absent from three (3) consecutively
scheduled meetings of the Board of Directors without prior approval of the President shall deem
to have resigned from his or her position on the Board of Directors. Scheduled meetings for this
purpose shall mean meetings for which at least ten (10) days advance notice had been given. It
shall be within the discretion of the Board of Directors to waive such resignation for good cause
such as illness, emergency situations, or other extenuating circumstances. The director shall be
notified in writing by the President whether or not a waiver of resignation has been granted. If a
waiver has not been granted, a successor shall be appointed by the Board of Directors in
accordance with these Bylaws.
Section 5.07. Place of Meetings. All meetings of the Board of Directors shall be held at such
place as may be specified in the respective notices.
Section 5.08. Quorum. A majority of the Board of Directors present, either in person, by
telephone, by video conference or by proxy, shall be necessary to constitute a quorum thereof,
except for the filling of vacancies, which shall require a majority of the existing directors for a
quorum. The act of a majority of the directors present at a meeting at which a quorum is present
shall be the act of the Board of Directors, except that matters relating to the annual budget and
the fixing of the annual dues shall require a majority vote of the entire Board of Directors.
Section 5.09. Minutes of Board of Directors Meetings. The Secretary shall keep written minutes
for each Board of Directors meeting, to be filed at the principal office of the Association and
shall post a summary thereof in a manner and in a member accessible location determined by the
Board of Directors.annual meeting and conform to the requirements of the notice for semi-annual meetings
Article IV
Meetings of Members
Section 4.01. Place of Meetings. Any meeting of the members of the Association may be held at any place within Garrett Co., Maryland. The place at which a particular meeting of the members is to be held shall be stated in the notice of that meeting.
Section 4.02. Semi-Annual Meetings. The fall semi-annual meeting of the members of the Association shall be held on the Saturday immediately preceding Labor Day in September of each year. The purpose of this meeting will be to elect the Directors in accordance with these By-Laws whose terms have expired and to handle such other business as may properly come before the meeting. The spring semi-annual meeting of the members of the Association shall be held on the Saturday immediately preceding Memorial Day of each year. The purpose of this meeting will be to review the rules and regulations and to discuss matters of interest to the Association with respect to the forth-coming summer season and to transact such other business as may properly come before the meeting. Failure to hold the semi-annual meetings on the designated dates shall not work any forfeiture or dissolution of the Association.
Section 4.03. Special Meetings. A special meeting of the members of the Association may be called by the President, by a majority of the Board of Directors, or by a written petition signed by a member who has, or members who have, the right (under the Articles of Incorporation and the By-Laws) to cast one-fourth (1/4) of the votes on any question upon which the vote of the membership of the Association shall be required or desirable.
Section 4.04. Notice of Meetings. A written or printed notice stating the place, day and hour of the meeting and, in the case of a special meeting (or when required by any provision of the Act or the Articles of Incorporation, or by any other provision of the By-Laws), the purpose for which such meeting shall have been called, shall be delivered or mailed by the Secretary to each member (or group of members constituting a tenancy by the entireties, a joint tenancy, or a tenancy in common) owning a numbered lot in Sky Valley at least twenty (20) days before the date of the meeting. Unless the Secretary shall have been otherwise notified in writing, adequate notice of a meeting shall be deemed to have been given to any member if said notice is mailed to the address of the member appearing in the official Sky Valley Directory maintained by the secretary or supplied by such member of the Association for the purpose of notice. It is the responsibility of the owner to notify the Association of any change of mailing address or ownership of property. Notice of any meeting of members may be waived in writing filed with the Secretary of the Association before the time of the meeting, at the time of the meeting, or after the time of the meeting, or by attendance in person.
Section 4.05. Voting at Meetings.
Clause 4.051. Voting Rights. The voting rights of the members of the Association shall be as follows:
Clause 4.052. Method of Voting. A vote attributable to a numbered lot in Sky Valley shall be cast as follows:
(a) If the lot is owned by one person, the vote shall be cast by that one person.
(b) If the lot is owned by more than one person, either as tenants in common, as joint tenants, or as tenants by the entireties, the vote attributable thereto shall be deemed properly cast if cast by one of the tenants in the absence of any objection, or contrary vote, by any other of them.
(c) If a lot is owned by more than one person, either as tenants in common, as joint tenants, or as tenants by the entireties, and if two or more of them desire that the vote attributable to that lot be cast in different way, or one of them desire that it not be cast, then the vote attributable thereto shall be deemed properly cast if cast by not less than a majority in number of the tenants.
Clause 4.053. Proxies. Any person who is entitled to vote (as the sole owner of a numbered lot in Sky Valley or as one of a group of tenants by the entireties, joint tenants, or tenants in common owning such a lot) at any meeting of the members of the Association may vote in person or by proxy executed in writing or by a duly authorized attorney in fact. No proxy shall be valid after eleven (11) months from the date of its execution unless a longer time is expressly provided for upon the face of the proxy instrument. As used in these By-Laws, the term "proxy" shall be deemed to include ballots published in the newsletter of the Association or otherwise distributed to all members of the Association, which are executed in writing by a member or duly authorized attorney in fact for a member.
Clause 4.054. Quorum. A quorum shall be deemed to be present at any semi-annual or special meeting of the membership of the Association if at such meeting, at least one fourth (1/4) of the total votes capable of being cast in accordance with Clause 4.052 are present in person or by proxy unless otherwise specified as in Articles IX and X.
Clause 4.055. Election tellers. If a vote is needed at any meeting of the members of the Association, the President shall appoint at least two election tellers to count votes for that meeting. Election tellers shall be members in good standing of the Association. No person who is a candidate for the Board of Directors may be an election teller. The tellers shall have the time needed and shall exercise diligence to assure a fair and accurate count of the votes cast.
