Board of Directors and Officers

Composition

• The Board is comprised of three Directors (Source: Bylaws Article V § 2).
• After the Turnover Meeting, all Directors must be Members (Source: Bylaws Article V § 2).
• Each Director has one vote; voting for Directors is not cumulative (Source: Bylaws Article V § 2, § 8).

Election and Terms

• After turnover, Directors are elected by a majority vote of Members at the annual meeting or a special meeting called for that purpose (Source: Bylaws Article V § 3).
• Staggered initial terms from the first annual meeting: one Director elected for 1 year, one for 2 years, one for 3 years. Thereafter all Directors serve 3-year terms. Any Director may serve more than one term (Source: Bylaws Article V § 4).
• Vacancies caused by death or resignation are filled by majority vote of remaining Directors, even if fewer than a quorum; the appointee serves the remainder of the replaced Director's term (Source: Bylaws Article V § 6).
• Removal: any non-Declarant-appointed Director may be removed, with or without cause, by affirmative vote of Members present and entitled to vote at a meeting (with quorum) where removal was included in the notice (Source: Bylaws Article V § 10).

Meetings of the Board

• Initial meeting: within 90 days after Articles of Incorporation were filed (Source: Bylaws Article V § 7.1).
• Open to all Members. Mailed notice (or posting on Property ≥3 days prior, or other reasonable method) not less than 10 days before regular meetings. Emergency meetings may be held without notice if the reason is recorded in minutes; only emergency meetings may be telephonic (Source: Bylaws Article V § 7.2).
• Annual Board meeting: within 30 days after each annual Members' meeting. The Board adopts the budget and sets the regular assessment for the next year; the Treasurer reports on finances (Source: Bylaws Article V § 7.3).
• Special meetings: called by the President or by two Directors; scheduled within 30 days of written request (Source: Bylaws Article V § 7.4).
• Quorum: a majority of Directors in person (Source: Bylaws Article V § 9).
• Voting threshold: Directors holding more than 50% of votes (assuming quorum) — a greater percentage may be required by law/Declaration (Source: Bylaws Article V § 8).
• Director notice: at least 10 but not more than 30 days prior, sent to each Director (Source: Bylaws Article V § 7.6).

Officers

The Officers are President, Treasurer, and Secretary, each elected annually by the Board. The same person may not concurrently hold more than one office. The Board may designate additional Officers (Source: Bylaws Article VI § 1, § 2).

• President — must be a Director; chief executive officer; presides at Board meetings (Source: Bylaws Article VI § 5).
• Secretary — not required to be a Director or Member; keeps minutes and records, gives notices (Source: Bylaws Article VI § 6).
• Treasurer — not required to be a Director or Member; responsible for funds, books, deposits, and financial reporting (Source: Bylaws Article VI § 7).
• Compensation: none for President, Treasurer, or Secretary as Officers, except reimbursement of out-of-pocket expenses, unless the Board authorizes otherwise (Source: Bylaws Article VI § 4).
• Removal: any Officer may be removed by the Board at any time, with or without cause (Source: Bylaws Article VI § 3).

Liability and Loans

• Neither the Association nor any officer or Board member is liable to an Owner for damage from action or inaction taken in good faith based on actual knowledge (Source: Declaration Article II § 3.B).
• No loans may be made by the Association to its Directors or Officers. Directors who vote for such a loan, and Officers participating in it, are jointly and severally liable for repayment (Source: Bylaws Article VIII § 1).
• The Association may purchase Director and Officer ("D&O") liability insurance at the Board's discretion (Source: Bylaws Article XII § 2).

Known recent signers

• 2025 Restated Declaration: William R. Marcucci (Chairperson), Gary White (Secretary).
• 2018 Special Repair Assessment Resolution: Juli Hall (Secretary); President signature illegible.
• 2017 Collection Resolution / 2nd Amendment (Collection) / 2nd Amendment (Rentals): Julie Bonnin (President), Suzanne Wizer (Secretary).
• 2016 First Amendment and Maintenance Responsibility Resolution: Claudia Seelig (President), Suzanne Wizer (Secretary).
• 2002 Bylaws certification: Pamela McKenna (Secretary).

(Sources: signatures and notarizations in each respective document.)

Sources

• source/590 Summitridge Bylaws.md — Articles V, VI, VIII, XII
• source/2025.07.07_summitridge townhomes_amended and restated declaration.md — Article II § 3
• source/590 1st Amend to Dec - Special Assessment Resolution.md
• source/590 2nd Amend to Dec - Collection.md
• source/590 2nd Amend to Dec - Rent Restrict.md
• source/590 Maintenance Responsibility Resolution 11.01.2016.md
• source/590 Special Repair Assessment Resolution 05.24.18.md