Article III
Meetings of Members
At a Glance
Annual meetings happen at least once per year. Only 20% of lots need to be represented for the meeting to be valid. You may vote in person or by written proxy — useful if you can't attend.
§ 3.1First Annual Meeting & Cadence
The first annual meeting of homeowners must be held at the earlier of:
- When the developer begins collecting annual assessments, or
- Within three (3) years from the date the first lot was settled.
After the first meeting, annual meetings must be held at least once every calendar year.
§ 3.2Notice of Meetings
Homeowners must receive written notice of any meeting — annual or special — at least 10 days in advance. Notice may be delivered by mail or by email if you have previously authorized email notice.
§ 3.3Quorum
A quorum exists when homeowners representing at least 20% of all lots are present in person or by proxy. Only one vote is counted per lot, regardless of how many co-owners it has. Without a quorum, no official business can be conducted.
§ 3.4Voting & Proxies
- Only record owners of lots ("Members") may vote.
- Each lot receives one vote.
- You may vote in person or by written proxy.
- Proxies must be in writing and signed. They automatically expire when you sell your lot.
§ 3.5Board Nominations
Nominations for the Board of Directors may be submitted by proxy before the meeting or made from the floor during the meeting. Any eligible Member may be nominated.
Article IV
Board of Directors
After the First Annual Meeting
Once homeowners hold their first annual meeting, the transition begins. From that point forward, all Board members must be lot owners — the initial developer-appointed Board cannot continue after that transition.
§ 4.1Board Size
After the first annual meeting, the Board must consist of 3 to 5 directors. This range gives the community flexibility while ensuring adequate representation and decision-making capacity.
§ 4.2Who Can Serve
The initial Board (the current one-person Board) could include agents of the developer. After the first annual meeting, all directors must be Members of the Association — meaning record owners of lots in the neighborhood.
§ 4.3Elections
Directors are elected by homeowners at the annual meeting. Elections are conducted by written ballot using a plurality vote — the candidates with the most votes win. Directors serve one-year terms.
§ 4.4Removal of Directors
Any director may be removed, with or without cause, by a majority vote of the homeowners at a properly called meeting. Directors serve at the pleasure of the membership.
§ 4.5Vacancies
If a director resigns, dies, or is removed, the remaining directors may appoint a replacement to serve until the next annual meeting, at which homeowners will elect a director to any remaining term.
Article V
Meeting of Directors
Electronic Meetings Are Allowed
Directors can fully participate via telephone or video conference. If the meeting is open to homeowners, members must also be given the opportunity to listen in or participate.
§ 5.1Regular Meetings
After each annual election, the newly elected Board may meet immediately to organize, elect officers, and conduct other business. No prior notice is required for this organizational meeting provided a majority of directors are present.
§ 5.2Special Meetings
Special meetings of the Board may be called by the President with at least:
- 5 days' written notice, or
- 2 days' telephone notice.
A majority of directors constitutes a quorum for any Board action.
§ 5.3Electronic Meetings
Directors may participate in and vote at meetings conducted by telephone, video conference, or other electronic means, provided all participants can hear each other simultaneously. When a Board meeting is open to Members, homeowners must be given the opportunity to participate electronically as well.
Article VI
Powers & Duties of the Board
The Board Runs the Community
The Board handles everything from making community rules and collecting dues to hiring contractors and maintaining common areas. It must report its activities to homeowners at each annual meeting.
The Board of Directors has broad authority to act on behalf of the Association, including the power to:
- Adopt and enforce rules and regulations for the community
- Determine and collect annual and special assessments
- Hire a manager, contractors, or employees as needed
- Maintain all common areas, open space, and stormwater facilities
- Keep proper records of the Association's activities and finances
- Procure insurance on common property
- Take any other actions necessary to carry out the purposes of the Association
The Board must present a report of its activities to homeowners at each annual meeting.
Article VII
Committees
The Board may create committees as needed to assist with community management. Each committee must include at least one Director and may also include other Members of the Association in good standing.
Committees may exercise powers specifically delegated to them by the Board, but all committee actions remain subject to Board review and approval. The Board may dissolve any committee at any time.
Article VIII
Officers
Secretary & Treasurer Can Be Non-Directors
Unlike the President and Vice President, the Secretary and Treasurer may be appointed from outside the Board, allowing the Association to bring in people with specialized skills (bookkeeping, records management) for these roles.
Officers serve until the next annual election. The Board may remove any officer at any time, with or without cause.
Article IX
Assessments
Unpaid Assessments Can Become a Lien
If assessments go unpaid, they become a lien on your property and can accrue interest and collection costs. This can affect your ability to sell or refinance your home. Contact the Board early if you're having difficulty paying.
- Homeowners are required to pay annual assessments and any special assessments approved by a majority of voting homeowners.
- Assessments are used to maintain common areas, open space, and stormwater management facilities.
- Unpaid assessments become a lien on the property and can accrue interest and collection costs.
- The developer's lots are generally exempt from assessments while under developer control.
Article X
Books & Records
Your Right to Inspect
As a homeowner, you have the right to review all Association records during normal business hours at no charge. Copies of the three core governing documents are available for a combined fee of no more than $5.
§ 10.1Open Inspection Rights
All books, records, and papers of the Association are open to inspection by any Member during reasonable business hours. Records available for inspection include:
- The Declaration of Covenants
- The Certificate of Incorporation
- The Bylaws
- Meeting minutes
- Financial records
§ 10.2Document Copies
Copies of the three core governing documents — the Declaration, Certificate of Incorporation, and Bylaws — may be purchased from the Association for a combined fee not to exceed $5.00.
Article XI
Corporation Payments
All checks, drafts, or orders for payment of money on behalf of the Association must be signed by both the President and the Secretary, or by such other officer(s) as the Board of Directors may specifically authorize in writing.
This dual-signature requirement helps protect Association funds and ensures financial oversight.
Article XII
Members of Record
The Association treats the record title holder(s) of each lot as the official Member(s) for all purposes — voting, notice, and assessment obligations. The Association is not required to recognize equitable or beneficial interests in a lot (such as contracts to purchase) unless required by Delaware law.
In practical terms: if you've signed a purchase agreement but haven't yet settled on your home, you are not yet a Member.
Article XIII
Fiscal Year
The fiscal year of the Association runs from January 1 through December 31 of each year. This calendar-year accounting makes it straightforward to align annual assessments, reporting, and meetings with the fiscal cycle.
Article XIV
Amendment of Bylaws
High Threshold — By Design
The 75% supermajority requirement is intentionally high. It prevents the Bylaws from being changed by a slim majority and ensures that any amendments have broad community support before they take effect.
The Bylaws may only be amended by an affirmative vote of 75% of all Members (homeowners), at a properly called annual or special meeting. Standard majority votes are not sufficient for Bylaw changes.
Article XV
Key Definitions
These terms appear throughout all governing documents. Understanding them helps you interpret the Bylaws, Declaration, and Certificate correctly.
- "Corporation"
- The Woods at Hidden Creek Homeowners Association — the legal entity formed to govern the community.
- "Lot"
- Each individual building lot shown on the recorded subdivision plan — essentially, each home site in the neighborhood.
- "Member"
- Every person or entity that owns a lot subject to assessment. Each lot carries one vote, regardless of how many co-owners it has.
- "Owner"
- The record owner of a lot — the person(s) listed on the deed as the legal title holder.
- "Common Facilities"
- Open space, stormwater management areas, and other shared areas shown on the recorded plan that the Association is responsible for maintaining.