2016 Annual Meeting Notice

PEMBROOK WOODS HOMEOWNERS ASSOCIATION, INC.

ANNUAL MEETING NOTICE

August 24, 2016

Dear Pembrook Woods Homeowner(s),

In Accordance with Article IV of the By-Laws the 2016 Annual Meeting will be held Thursday,

September 29th, 2016, at the Emmitsburg Public Library, 300 South Seaton Avenue,

Emmitsburg, MD, starting at 6:00 pm.

The purpose of the Annual Meeting is to review the past year's operations, discuss and approve

the proposed 2017 Budget, and discuss other business as may properly come before the

members.

There are currently Five (5) Members serving on the Board of Directors. Those members consist

of Ed Brogden, Sandra Isaacson, Jenni Joy, Kendall Moore, and Steve Valentine. The Directors

serve a term of three (3) years and the existing terms will expire in 2018.

To reach quorum we need 18 (25% of 70 lots) lot owners present in person and/or by proxy. If

quorum is not achieved at the Annual Meeting scheduled on September 29th, 2016, the meeting

will be adjourned and reconvened on the same date by a majority of those present using the

procedure authorized by Maryland Corporate Statute Section 5-206. In addition to this notice a

legal notice as required by Section 5-206 will be published in the Frederick News Post on Friday,

September 9, 2016.

The procedure authorized by Article IV., Section 4.6 and 4.7 of the By-Laws states: “If any meeting of

members cannot be organized because a quorum has not attended, the members who are present, either

in person or by proxy, may adjourn and reconvene the meeting in accordance with the provisions and

requirements of Section 5-206 of the Corporations and Associations Article, Annotated Code of Maryland

(1993 Repl. Vol.), as from time to time amended.” “The members present thereat shall have the power to

adjourn the meeting from time to time and call an additional meeting giving at least fifteen (15) days -

notice. At the additional meeting, the members present in person or by proxy shall constitute a quorum.”

The requirements of Section 5-206 are on the reverse side.

This mailing includes: Agenda, 2017 Proposed Budget, 2015 Draft Annual Meeting Minutes,

Proxy, and Copy of Section 5-206.

The Board and Manager look forward to seeing you at the 2016 Annual Meeting.

Sincerely,

Elizabeth Betancourt

Community Manager

Clagett Management 7540 North Market Street, Frederick, MD 21701

Toll Free: 800-339-6676 Office: 301-695-6676 Fax:301-695-9557 Email: ebetancourt@clagett.com

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PEMBROOK WOODS HOMEOWNERS ASSOCIATION, INC.

Section 5-206 of the Maryland Corporation and Associations Article

Insufficient number of members present at meeting

(a) Calling of additional meeting

If the number of members present at a properly called meeting of the members of a nonstock

corporation is insufficient to approve a proposed action, another meeting of the members

may be called for the same purpose if:

(1) The notice of the meeting stated that the procedure authorized by this section might be

invoked; and

(2) By majority vote, the members present in person or by proxy call for the additional

meeting.

(b) Notice of additional meeting

Fifteen days notice of the time, place, and purpose of the additional meeting shall be given

by advertisement in a newspaper published in the county where the principal office of the

corporation is located. The notice shall contain the quorum and voting provisions of

subsection (c) of this section.

(c) Quorum and voting requirements at additional meeting

At the additional meeting, the members present in person or by proxy constitute a quorum.

A majority of the members present in person or by proxy may approve or authorize the

proposed action at the additional meeting and may take any other action which could have

been taken at the original meeting if a sufficient number of members had been present.