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Section 1 – Membership
Every person who is an owner of record of a Townhouse which is subject
by covenants or record to assessment by the Association shall be a
Member of the Association, except as hereafter provided relative to
suspension of membership, provided that any such person or entity who
holds such interest merely as a security for the performance of an
obligation shall not be a Member of the Association, and provided
further that any such person or entity who holds such interest, but
whose membership is under suspension as provided hereunder, shall not be
a Member of the Association.
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Section 2 – Voting
A member of the
Association shall be in entitled to a vote in the percentage of interest
appurtenant to the Townhouse in which he holds the interest required for
membership as described in Section 1 above as set forth in the Master
Deed. When more than one person holds such interest in any Townhouse,
all such persons shall be Members of the Association, and the vote for
such Townhouse shall be exercised as they among themselves determine,
but in no event shall more than one vote be cast with respect to any
Townhouse, and such vote shall be voted as an entirety as provided in
the By-Laws of the Association. (back)
Section 1 – Board of Governors
The Board of Governors which shall constitute the whole Board of
Governors shall be at least three (3) and no more than five (5) as
determined by the Members at the Annual Meeting or Special Meeting
called for the purpose of electing Governors, and the length of the term
of each Governor. Until succeeded by the Governors elected by the
members, the initial Governors, who, notwithstanding the foregoing,
shall be only two (2) in number, need not be Townhouse Owners. Upon
expiration of the term of each member of the first Board of Governors,
the successors to such Governor, elected by the Members of the
Association, shall be members and Townhouse Owners. Except as provided
in the Articles of the Association with respect to the First Board of
Governors, Governors shall be elected on a staggered basis. In any
event, however, each Governor shall hold office until such time as a
successor has been elected, except in the event of death, resignation,
suspension or membership, or sale of all Townhouses in the Condominium
which make such person eligible to be a Governor. In the event that a
corporation or other legal entity is a member of the Association, it may
designate one or more natural persons who shall be eligible to serve as
Governor. (back)
Section 2 –
Election of Governors
Subject to the provisions of the By-Laws of the Association concerning
the First Board, at each Annual Meeting of the Association or at a
Special Meeting called for this express purpose, the members shall elect
Governors to fill such vacancies as may exist on the Board of Governors.
There shall be no cumulative voting. The candidates receiving the
highest number of votes, up to the number of Governors to be elected,
shall be deemed elected. (back)
Section 3 – Resignation
Any Governor may resign at any time by giving written notice to the
President or to the Clerk of the Association.
Section 4 – Powers and Duties
of the Board of Governors
The Board of Governors shall have the powers and duties necessary for
the administration of the affairs of the Condominium and may abide by
all such acts and things except as by law, or by the Master Deed, or by
the By-Laws of the Association, are reserved to the Members of the
Association acting at a properly called meeting or as are specifically
allowed to the Association. Such powers and duties of the Board of
Governors shall include, but shall not be limited to the following:
(a)
Provisions for the operation, care, upkeep and maintenance
of the common areas and facilities of the Condominium and the exterior
or any Townhouse and its appurtenant structures as provide in Article
VII hereof including the establishment and maintenance of an adequate
reserve fund for the periodic maintenance, repair and replacement of
improvements to the common areas and facilities, which fund shall be
maintained out of regular assessments for common expenses;
(b)
Determination of the common expenses required for the arrears of
the Condominium, including, subject to the limitations imposed by the
Association or by the restrictions contained in the Master Deed, the
operation and maintenance of the property and the allocation of income
and expenses;
(c) Collection of the common charges from the owners, including the right
to enforce these collections by methods described elsewhere in the
By-Laws of the Association.
(d)
Opening of bank accounts on
behalf of the Association and designating the signatories required
therefore.
(e)
Easing, managing and otherwise dealing with such Condominium
facilities as may be provided for the common areas and facilities,
including granting permits, licenses and easements over the common areas
and facilities for utilities, roads and other purposes necessary for the
proper operation of the Condominium;
(f) Owning, conveying,
encumbering, leasing and otherwise dealing with Townhouses conveyed to
it or purchased by it or by the Association as the result of enforcement
of a lien for common expenses or otherwise.
(g) Obtaining
of insurance for the common areas and facilities and for Townhouses as
provided elsewhere in the By-Laws of the Association.
(h)
Making repairs, additions, improvements to or alteration of the
common areas and facilities in accordance with the other provisions of
the By-Laws of the Association and as described in the Master Deed.
(i)
Enforcement of obligations of the Townhouse Owners.
(j)
Adoption of rules and regulations relating to the use, upkeep, or
preservation of the Condominium.
(k)
Designation of portions of the common areas and facilities under
their control for any purpose which the Board of Governors in its
discretion deems to be in the best interest of the Condominium as a
whole.
(l)
Election to purchase on behalf of the Association any Townhouse
in the Condominium at a foreclosure sale as hereinafter provided;
provided, however, that any such purchase by the Association shall have
the prior approval of eighty-five percent (85%) of the Townhouse Owners.
(m)
Purchase or acquisition in the name of the Association of
easements or other appurtenant rights and the power to designate such
rights and easements as part of the common areas of the Condominium.
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Section 5
– The First Board of Governors and Subsequent Boards
The First Board of Governors shall be designated by the Declarant and
shall consist of two (2) members who shall served until the Second
Annual Meeting of the Members of the Association held pursuant to the
provisions of Article V of the By-Laws of the Association. At each
Annual Meeting, beginning with the Second Annual Meeting of the Members
of the Association, all the members of the Board of Governors shall be
elected by the Members of the Association to fill vacancies in the Board
of Governors and/or vacancies created by expiration of a term, and all
such successors to the First Board of Governors shall be Townhouse
Owners and Members of the Association. Any Governor elected to fill a
vacancy in the Board of Governors otherwise created shall be elected to
fill the unexpired term.
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Section 6 –
Removal of Governors
Except for the members
of the initial Board of Governors, Governors may be removed for cause
and a successor elected by an affirmative vote of the majority of the
Members of the Association. However, removal of members of the First
Board of Governors prior to the expiration of their respective terms
shall require unanimous vote of all Members of the Association,
including the Declarant if it shall own any Townhouses or land in the
Condominium whether or not built upon at the time.
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Section 7 –
Vacancies in the Board of Governors
Vacancies in the Board of Governors caused by any reason other than the
removal of governor under Section 6 of this Article, shall be filled by
vote of a majority of the remaining Governors at a special meeting of
the Board of governors held for that purpose, which meeting shall be
held promptly after the occurrence of any such vacancy, even though the
Governors present at such meeting may constitute less than a quorum, and
each person selected shall be a Governor until the next Annual Meeting
or Special Meeting of the Members of the Association duly called and
held for the purpose of electing a Governor to fill the vacancy until
the expiration of the term. Except for members of the First Board of
Governors, no Governor shall continue to serve as such if he shall cease
to be a Townhouse Owner or a member of the Association during his term
of Office.
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Section 8
– Board of Governors Meeting Following First Annual Meeting
Following the first
Annual Meeting of Members of the Association, there shall be a meeting
of the Board of Governors within ten (10) days, at such time and place
as shall be fixed by the Townhouse Owners at the meeting at which such
Board of Governors shall have been elected, and no notice shall be
necessary to the Governors in order legally to constitute such meeting,
provided a majority of the whole Board of Governors shall be present
thereat. (back)
Section 9 – Regular Meetings
Regular meetings of the Board of Governors may be held at such time and
place as shall be determined from time to time by a majority of the
members of the Board of Governors. Notice of regular meetings of the
Board of Governors shall be given to each Governor by mail at least
three (3) business days prior to the day named for such meeting. (back)
Section 10
– Special Meetings
Special meetings of the Board of Governors may be called by the
President of the Association on three (3) business days notice to each
Governor given by mail, which notice shall state that time, place and
purpose of the meeting. Special meetings of the Board of Governors shall
be called by the President or Clerk in like manner and on like notice on
written request of at least (3) Governors. (back)
Section 11 –
Waiver of Notice of Meetings
Any Governor May at any time waive notice of any meeting of the Board of
Governors in writing and such waiver shall be deemed equivalent to the
giving of such notice. (back)
Section 12 –
Quorum
At all meeting of the Board of Governors, a majority of the members
thereof shall constitute a quorum for the transaction of businesses, and
the votes of a majority of the Governors present at a meeting at which a
quorum is present shall constitute the decision of the Board of
Governors. If at any meeting of the Board of Governors, there shall be
less than a quorum present, a majority of those present may adjourn the
meeting from time to time without further written notice. (back)
Section 13 –
Surety Bonds
The Board of Governors
shall seek adequate surety bonds for all officers and employees of the
Association handling or responsible for the Association funds. A
management agent which handles funds for the Association shall also be
covered by its own fidelity bond. Except for bonds which a management
agent obtains for its personnel, all bonds shall name the Associate as
an obligee. The premium on such bonds shall constitute a common expense.
The bonds shall cover the maximum funds which will be in the custody of
the Association or its management agent at any time while the bond is in
force, and, in addition, shall equal or exceed the sum of 3 months’
assessments on all Townhouses plus the Association’s reserve fund. The
bonds shall provide for at least ten (10) days’ written notice to the
Association and to all mortgagees of Townhouses prior to cancellation or
modification. (back)
Section 14 –
Compensation of the Board of Governors
No member of the Board of Governors shall receive any compensation from
the Association for acting as such, except for reimbursement of
necessary and duly incurred expenses. (back)
Section 15 –
Governors Not Liable
The Governors shall not be liable to the Members of the Association for
any mistake of judgment, negligence, or otherwise, except for their own
individual willful misconduct or bad faith. The Townhouse Owners shall
indemnify and hold harmless each member of the Board of Governors
against all contractual liability to others arising out of contracts
made by the Board of Governors on behalf of the Association unless any
such contract shall have been made in bad faith or contrary to the
provisions of the Master Deed or the By-Laws of the Association and,
excepting the foregoing, members of the Board of Governors shall have no
personal liability with respect to any contract made by them on behalf
of the Association. The First Board of Governors is specifically
authorized to contract for goods or services with the Declarant, and
employees and affiliates of the Declarant whether or not such persons
are then members of the Board of Governors, and no such contracting
shall be deemed to involved a conflict of interest. It is also intended
that the liability of any Townhouse Owner arising out of any contract
made by the Board of Governors out of the aforesaid indemnity shall be
limited to such proportion of the total liability thereunder as the
percentage of beneficial interest appurtenant to the Townhouses owned by
him bears to the total percentage of beneficial interest held by
Townhouse Owners in the Condominium, except those Townhouses owned by
the Association. Every agreement made by the Board of Governors, their
agents or appointees on behalf of the Association shall provide that the
members of the Board of Governors, or their agents or appointees, as in
the case may be, are acting only as agents for the Association and have
no personal liability hereunder, except as Townhouse Owners and that
each Townhouse Owners’ liability thereunder shall be limited to the
interest appurtenant to the Townhouse owned by him bears to the total
percentage of beneficial interest held by Townhouse Owners in the
Condominium, except for those Townhouses owned by the Association. (back)
Section 16 –
Records
The Board of Governors shall cause to be kept detailed records of the
actions of the Board of Governors and the Association, including but not
limited to minutes of the meetings of the Board of Governors, minutes of
the meetings of the Townhouse Owners and financial records and books of
account of the Association, which records shall be made available for
inspection by Townhouse Owners and their authorized agents and by
holders, insurers, and guarantors of first mortgages which are secured
by Townhouses in the Condominium during reasonable business hours. (back)
Section 17
– Annual Report
An annual report of the receipts and expenditures of the Condominium
shall be made at the end of each fiscal year by a certified public
accountant. The Board of Governors shall cause this report to be made
and a copy of such report to be sent to each Townhouse Owner and to each
holder, insurer and guarantor of any first mortgage which is secured by
a Townhouse in the Condominium submitting written request therefore
promptly after is it made. In addition, a copy of such report shall be
kept on file at the office of the Association and shall be made
available for inspection by the Townhouse Owners and their authorized
agents and by holders, insurers and guarantors of first mortgages which
are secured by Townhouses in the Condominium during reasonable business
hours. (back)
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