FIRST AMENDMENT TO THE AMENDED AND RESTATED BYLAWS OF
TUXFORD HOMEOWNERS ASSOCIATION, INC.
WHEREAS, the Bylaws of the Tuxford Homeowners Association, Inc. (“Bylaws”) provide at Article VI, Section 6.8 that the Bylaws may be amended by the affirmative vote, written consent, or any combination thereof of Mandatory Members of the Tuxford Homeowners Association, Inc. (“Association”) holding two-thirds (2/3) of the total eligible vote of the Association; and
WHEREAS, Mandatory Members of the Association holding two-thirds (2/3) of the total eligible vote of the Association desire to amend the Bylaws and have approved this Amendment;
NOW, THEREFORE, the Bylaws are hereby amended as follows:
1. Article I of the Bylaws is hereby amended by adding to the end thereto the following Section 1.8:
Section 1.8 Electronic Communications
Records and Signatures. Whenever the Association’s Legal Documents, which shall include the Declaration and all exhibits hereto, the Bylaws, the Articles of Incorporation, the plats and all rules and regulations and any architectural guidelines for the Association, all as may be supplemented or amended, require that a notice, consent, document, record or instrument be “written” or “in writing,” the requirement is deemed satisfied by an electronic record unless otherwise required by the Board of Directors.
Whenever the Association Legal Documents require a signature on a document, record or instrument, an electronic signature satisfies that requirement only if: (a) the electronic signature is easily recognizable as a Secure electronic signature which is capable of verification, under the sole control of the signatory, and attached to the electronic document in such a way that the document cannot be modified without invalidating the signature; or (b) the Board of Directors reasonably believes that the signatory affixed the electronic signature with the intent to sign the electronic document, and that the electronic document has not been modified since the signature was affixed.
Verification and Liability for Falsification. The Board of Directors may require reasonable verification of any electronic signature, document, record or instrument. Absent or pending verification, the Board may refuse to accept any electronic signature or electronic record that, in the Board’s sole discretion, is not clearly authentic. Neither the Board of Directors nor the Association shall be liable to any Owner or any other Person for accepting or acting in reliance upon an electronic signature or electronic record that the Board reasonably believes to be authentic, or rejecting any such item which the Board reasonably believes not to be authentic. Any Owner or Person who negligently, recklessly or intentionally submits any falsified electronic record or unauthorized electronic signature shall fully indemnify the Association for actual damages, reasonable attorneys’ fees actually incurred and expenses incurred as a result of such acts.
2. Article III(A), Section 3.7 of the Bylaws is hereby amended by deleting that Section in its entirety and substituting therefor the following:
3.7 Nomination. Nomination for election to the Board of Directors shall be made from the floor at the meeting, or, if elections are conducted by mail-in ballot or electronically in lieu of a meeting, by the method and date prescribed by the Board. The Board also may appoint a nominating committee to make nominations prior to the meeting. Each nominee shall be given a reasonable opportunity to communicate his or her qualifications to the membership prior to the election.
3. Article V, Sections 5.4, 5.5 and 5.6 of the Bylaws are hereby deleted in their entirety.
4. Except as stated herein, the Bylaws shall remain unchanged.