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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. (back)
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)
Section 1 - Annual
Meetings; Election of Governors
On the third Thursday of June, 1986, the Board of Governors shall call
the First Annual Meeting of the Members of the Association. Thereafter,
Annual Meetings shall be held on the third Thursday of June each year.
In each succeeding year, the date of the Annual Meeting may be changed
by proper amendment to the By-Laws of the Association. Beginning with
the Second Annual Meeting of the Members of the Association, all the
members of the Board of Governors shall be elected by ballot of the
Members of the Association in accordance with the provisions of the
By-Laws of the Association. The Members of the Association may also
transact such other business of the Association as may properly come
before them. (back)
Section 2 –
Location of Annual Meeting
Meetings of the Members
of the Association shall be held at the principal office of the
Association or at such other suitable place convenient to the Members of
the Association as may be designated by the Board of Governors. (back)
Section 3
– Special meetings
Special meetings of the
Members may be called by the President or by the Board of Governors, and
shall be called by the Clerk, or in the case of the death, absence,
incapacity or refusal of the Clerk, by any other office, upon written
application of three or more Members. (back)
Section 4 – Notice of
Meetings
It shall be the duty of the Clerk to mail or deliver a notice of each
Annual or Special M3eeting, stating the purpose thereof as well as the
time and place where it is to be held, to each Townhouse Owner of
record, at least five (5) but not more than ten (10), days prior to such
meeting. The mailing or delivery of a notice in the manner provided in
these By-Laws shall be considered notice service. Notice of a meeting
need not be given to a Townhouse Owner if a written waiver thereof
executed before, during or after the meeting by such Townhouse Owner or
his duly authorized attorney or agent, is filed with the records of the
meeting. (back)
Section 5 – Quorum
Except as provided otherwise in the By-Laws of the Association, the
presence in person or by proxy of a majority of all Members of the
Association shall constitute a quorum at all meetings of the Members of
the Association. If any meeting of the Members of the Association cannot
be held because of lack of a Quorum, a majority in interest of the
Members of the Association who are present at such meeting, either in
person or by proxy, shall adjourn the meeting to a time not less than
forty-eight (48) hours from the time for which the original meeting was
called, without further written notice. (back)
Section 6 – Voting
The Member of the Association or some person designated by such Member
of the Association to act as proxy on his or their behalf, who need not
be a Townhouse, Owner, shall be entitled to cast the vote appurtenant to
such Townhouse at any meeting of the Members of the Association,
provided the membership represented is not under suspension. The
designation of any proxy shall be made in writing to the Clerk, and be
revocable prior to the meeting upon written notice to the Clerk by the
Member so designating. Any or all Members of the Association present at
any meeting of the Members of the Association, including the Declarant,
shall be entitled to cast one vote at all meetings of the Members of the
Association, which vote shall be weighted by multiplying it by the
beneficial interest percentage appurtenant to the Townhouse owned by
such Member of the Association as set forth in the Master Deed;
provided, however, that the vote attributable to each Townhouse must be
voted as an entirety and if owners of a Townhouse shall be unable to
agree on the vote to be cast on any issue, their right to vote on that
issue shall be deemed waived. Any Townhouses owned by the Association or
by the Board of Governors on behalf of the Association shall not be
entitled to vote and shall be excluded from the total number of
Townhouses in the Condominium when computing the proportionate interest
of all other Townhouse Owners for voting purposes, excepting those
Townhouses held by the Declarant prior to the initial sale of such
Townhouse. (back)
Section 7 – Majority Defined
As used in the By-Laws of the Association, “Majority of Members of the
Association” shall mean those Members of the Association having more
than fifty percent (50%) of the beneficial interest of all Members of
the Association present in person or by proxy and voting at any meeting
of the Members of the Association, determined in accordance with Section
6 of this Article. The vote of the majority of Members of the
Association present at a meeting at which a quorum is present shall be
binding upon all Townhouse Owners for all purposes except when a higher
percentage vote is required by law, the Master Deed, or the By-Laws of
the Association. (back)
Section 1 – Principal Officers of the
Association
The principal officers of the Association shall be the President, the
Clerk, and the Treasurer. The initial officers shall be appointed by the
Declarant. Subsequent officers shall be elected by the Board of
Governors to serve as such officers. In addition, the President and
Treasurer shall be Members of the Association. The Board of Governors
may appoint an Assistant Treasurer, an Assistant Clerk and such other
officers as in its judgment may be necessary. (back)
Section 2 –
Selection and Removal of Officers
The officers shall be
elected annually at the first meeting of the Board of Governors
following the Annual Meeting of Members of the Association, and shall
hold office at the pleasure of the Board of Governors or until their
successors are elected. Upon affirmative vote of a majority of the Board
of Governors at a regular or special meeting thereof called for that
purpose, any officer may be removed, either with or without cause, and
his successor elected. (back)
Section 3 – President
The President shall be
the chief executive officer of the Association. He shall preside at all
meetings of the Members of the Association and of the Board of
Governors. He shall have all of the general powers and duties which are
incidental to the office of President, including but not limited to the
power to appoint committees from among the Members of the Association
from time to time as he may in his discretion decide are appropriate to
assist in the conduct of the affairs of the Association. (back)
Section 4 – Clerk
The Clerk shall keep the minutes of all meetings of the Members of the
Association and of the Board of Governors, shall have charge of such
books and papers as the Board of Governors may direct, and shall perform
all the duties incidental to the office of Clerk and as described
elsewhere in the By-Laws of the Association or the Master Deed. (back)
Section 5 –
Treasurer
The Treasurer shall have
the responsibility for the Association funds and securities and shall be
responsible for keeping full and accurate financial records and books of
account showing all receipts and disbursements and for the preparation
or required financial data. He shall be responsible for the deposit of
all moneys and other valuable effects in the name of the Board of
Governors or the Association in such depositories as may from time to
time be designated by the Board of Governors, and he shall perform all
duties incidental to the office of Treasurer. No payment voucher shall
be paid unless and until approved by the Treasurer. (back)
Section
6 – Execution of Documents for the Board of Governors
All agreements, contracts, deeds, leases, checks and other instruments
of the Association or the Condominium shall be executed by such officer
or officers of the Association or by such other person (s) as may be
authorized by the Board of Governors. (back)
Section 7 – Compensation of
Officers
No officer shall receive any compensation from the Association for
acting as such, except for reimbursement of necessary and duly incurred
expenses. (back)
Section 8 –
Resignation
Any officer may resign
at any time by giving written notice to the Board of Governors, the
President, or the Clerk. Any such resignation shall take effect at the
date of the receipt of such notice or any later time specified therein.
Unless otherwise specified therein, the acceptance of such resignation
shall not be necessary to make it effective. (back)
Section 1 – Notice
Procedure
Whenever under the
provisions of the Master Deed or the By-Laws of the Association, notice
is required to be given to the Association, the Board of Governors or
any Townhouse Owner, it shall not be construed to require personal
notice; but such notice may be given in writing, either by mail, by
depositing the same in a post office or letter box in a postpaid, sealed
envelope addressed to the Association, the Board of Governors or such
Townhouse Owner, respectively, at such address as appears on the books
of the Association, provided that such mailing is made in the
Commonwealth of Massachusetts, or by delivery to such person’s
address. Notice shall be deemed given as of the date of mailing or as of
the date of delivery. (back)
Section 2 – Waiver
of Notice
Whenever any notice is required to be given under the provisions of the
Master Deed, the law, or the By-Laws of the Association, a waiver
thereof, in writing, signed by the person or persons entitled to such
notice, whether before or after the time stated therein, shall be deemed
the equivalent thereof.
The Board of Governors
shall advise all Townhouse Owners promptly and in writing of the amount
of the common charges payable by each of them, respectively, as
determined by the Board of Governors and shall furnish copies of each
budget on which such charges are based to all Townhouse Owners and to
their mortgagees. The Declarant will be required to pay common charges
in full on any Townhouse owned by it and either occupied or not sold
within six months. A separate statement will be provided each Townhouse
Owner by the Association as to charges due for services provided by it
on behalf of the Association, including the Townhouse Owner’s share of
the charges for services provided to Paul Revere Townhouses Condominium.
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Section 3 –
Payment of Common Charges
All Townhouse Owners
shall pay the common charges assessed by the Board of Governors pursuant
to the provisions of the By-Laws or the Association monthly in advance,
or at such other time or times as the Board of Governors shall
determine.
No Townhouse Owner shall be liable for the payment of any part of the
common charges assessed against his Townhouse subsequent to a sale,
transfer or other conveyance by him duly recorded with the Worcester
District Registry of Deeds including conveyance to the Association.
Subject to the provisions of Section 4 of this Article, a purchaser of a
Townhouse shall be liable for the payment of all common charges assessed
and unpaid against such Townhouse prior to the acquisition by him of
such Townhouse, and a mortgagee or other purchaser of a Townhouse at a
foreclosure sale of such Townhouse shall be subject to, and shall be
liable for, a lien for the payment of common charges assessed both prior
to and subsequent to the foreclosure sale, excepting a first mortgage. (back)
Section 4 –
Default
In the event of default by any Townhouse Owner in the payment of the
common charges, such Townhouse Owner shall be obligated to pay interest
at the rate of fifteen percent (15%)* per annum on such common charges
from the due date thereof, together with all expenses including without
limitation attorneys’ fees, incurred by the Board of Governors in
collecting charges, interest and expenses by action to recover the same
brought against such Townhouse Owner, or by foreclosure of the lien for
such unpaid charges. (* handwritten note 18% - 1997). (back)
Section 5 – Power to
Suspend Membership
In the event of default
by any Townhouse Owner in the payment of the common charges, or any
other amounts owed the Association, the Board of Governors shall have
the power to suspend the Townhouse Owner’s membership in the
Association, but such suspension shall remain in effect only until such
amounts as are owed are paid. (back)
Section 6 –
Foreclosure
In any action brought by
the Board of Governors to foreclose a lien on a Townhouse because of
unpaid common charges, the Townhouse Owner shall be required to pay a
reasonable rental for the use of his Townhouse, if such use continues
after the foreclosure, and the plaintiff in such foreclosure action
shall be entitled to the appointment of a receiver to collect the same.
The Board of Governors acting on behalf of the Association, shall have
the power to purchase such Townhouse at the foreclosure sale and to
acquire, hold, lease, convey, mortgage (but not to vote the interest
appurtenant thereto), or otherwise deal with the same. A suit to recover
a money judgment for unpaid common charges shall be maintainable without
foreclosing or waiving the lien securing the same. (back)
Section 7 –
Statement of Unpaid Common Charges
The Board of Governors shall promptly provide any Townhouse Owner
requesting same in writing, with a written certificate of all unpaid
common charges due from such owner in form suitable for recording, and
the same when recorded with the Worcester District Registry of Deeds
shall operate to discharge the Townhouse from any other sums not
included in such certificate then unpaid as to bona fide third parties
relying on such statement. (back)
Section 8 –
Maintenance
(a)
All maintenance and replacement of and repairs to any
Townhouse, whether structural or not structural, ordinary or
extraordinary, and to the doors and windows, electrical, plumbing,
heating, water and sewer facilities and fixtures belonging to the
Townhouse Owner and not a part of the common areas and facilities or the
areas concerning which easements have been conveyed to the Association,
shall be done by the Townhouse Owner and at the Townhouse Owner’s
expense, except as otherwise specifically provided herein; provided that
all repair, replacement, painting, or decorating of the exterior of any
Townhouse, including but not limited to doors, windows, trim, clapboard,
shingles, roofs, brickwork, and decks, shall be done by the Association,
or its appointee, as a common charge, except to the extent that the same
are necessitated by the negligence, misuse or neglect of a Townhouse
Owner, in which case such expenses shall be charged to such Townhouse
Owner in the same manner as a common charge and enforceable in the same
manner as a common charge. (back)
(b)
All maintenance; repair and replacements to the common
areas and facilities or to those areas concerning which easements have
been conveyed to the Association shall be done by the Board of Governors
or its appointee and shall
be included as a common expense of the Association, except to the extent
that the same are necessitated by the negligence, misuse or neglect of a
Townhouse Owner, in which case such expense shall be charged to such
Townhouse Owner in the same manner as a common charge and enforceable in
the same manner as common charge. The Association shall have the septic
tanks inspected annually and pumped periodically, written verification
of which shall be sent each year to the Millbury Board of Health. The
Association shall establish a reserve for long-range capital repairs and
improvements no later than the date the first Townhouse is sold by the
Declarant, such reserve to be in an amount which the Association’s
accountant shall deem proper in accordance with generally accepted
accounting principles. (back)
Section 9 –
Improvement Restriction
No improvements, additions, alterations or other work which in any way
alter the exterior, including but not limited to any exterior antennas
and window air conditioners, of any Townhouse from its natural or
improved state existing on the date such Townhouse was first conveyed by
the Declarant shall be made or done except as provided in the Master
Deed and herein. (back)
Section 10 – Cost
Allotment of Improvements
(a)
If fifty percent (50%) or more but less than seventy-five
(75%) of the Townhouse Owners agree to make an improvement to the common
areas and facilities or to areas concerning which an easement has been
granted to the Association, the cost of such improvement shall be borne
by the Townhouse Owners so agreeing.
(b)
Seventy-five percent (75%) or more of the Townhouse Owners
may agree to make an improvement to the common areas and facilities or
to the areas concerning which an easement has been granted to the
Association, and assess the cost thereof as a common expense, but if
such improvement shall cost in excess of ten percent (10%) of the then
total value of the Condominium, any Townhouse Owner not agreeing may
apply to the Worcester Superior Court, on such notice to the Board of
Governors as the Court shall direct, for an order directing the purchase
of his Townhouse by the Association at fair market value thereof as
approved by the Court. The cost of any such purchase shall be a common
expense.
(c) All improvements undertaken pursuant to this
Section shall be subject to the prior written approval of the Board of
Governors.
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Section 11 – Right
of Access
A Townhouse Owner shall grant a right of access to his Townhouse to the
Association and/or any other person authorized by the Board of Governors
or the Association for the purpose of making inspections or for the
purpose of correcting any conditions originating in his Townhouse and
threatening another Townhouse or common area or facility, or for the
purpose of performing installations, alterations, or repairs to the
parts of the Condominium over which such person has control and/or
responsibility for maintenance. Requests for such access must be made in
advance and entry must be at a time reasonably convenient to the
Townhouse Owner. In case of an emergency such right of entry shall be
immediate, whether the Townhouse Owner is present or not. (back)
Section 12 – Rules
and Regulations of the Association
The use of the common areas and facilities in the Condominium shall be
subject to rules and regulations from time to time adopted by the Board
of Governors. Such rules and regulations shall be called the Paul Revere
Village Rules and Regulations and copies of such rules and regulations
shall be made available to each Townhouse Owner prior to their effective
date. (back)
Section 1 –
Physical Damage
All buildings and
improvements (as defined in subsection (e) hereof), and all of their
personal property owned by the Association shall be insured for the
benefit of the Association, the Townhouse Owners and mortgagees of
Townhouses as their interests may appear, against risk or physical
damages as follows:
(a)
Amounts – As to real property, for an amount equal to
not less than the agreed amount of its replacement cost; as to personal
property, for an amount equal to its actual cash value. Prior to
obtaining any insurance on real property under this Section, and at
least annually thereafter, the Board of Governors shall obtain an
appraisal from a qualified appraiser for the purposes of determining the
replacement cost of such real property.
(b)
Risks Insured Against – The insurance shall afford
protection against loss or damage by reason of:
(1) Fire and other perils
normally covered by extended coverage;
(2) Vandalism and malicious
mischief as normally covered in standard insurance policies;
(3) Such other risk of physical
damage as from time to time may be customarily covered with respect to
buildings and improvements similar in construction, location and use as
those in the Condominium, including without limitation, builder’s risk
coverage for improvements under construction; and
(4) Such other risks of physical damage as the Board may from time to
time deem appropriate.
(c) Other Provisions
– The insurance shall include, without limitation, the following
provisions:
(1) Waivers by the insurer of rights of subrogation, other than those
based on fraud or criminal acts, against the Association and the
Townhouse Owners;
(2) That the insurance shall not be affected or diminished by reason
or any other insurance carried by a Townhouse Owner or mortgagee of a
Townhouse;
(3) That the insurance shall not be affected or diminished by any act
or neglect of any Townhouse Owner or any occupants or by owners of any
improvements when such act or neglect is not within the control of the
Association.
(4) That the insurance shall not be affected or diminished by failure
of any Townhouse Owner or any occupants or by owners of any improvements
to comply with any warranty or condition when such failure to comply is
not within the control of the Association.
(5) Such deductible as to loss, but not co-insurance features, as the
Board of Governors in its sole judgment deems prudent and economical.
(6) That the insurance may not be cancelled or substantially modified
(except for the addition of property or increases in amounts of
coverage) without at least thirty (30) days; prior written notice to the
named insured, and to all mortgages of Townhouses in question;
(7) Provisions for identification of mortgagees of Townhouses and for
the allocation of their several interests to specific Townhouses;
(8) The standard mortgage clause, except that any loss otherwise
payable to named mortgagees shall be payable in the manner set forth in
subsection (10) hereof;
(9) Adjustment of loss shall be
made with the Board of Governors;
(10) The named insured shall be the Association for the benefit of the
Townhouse Owners; and
(11) An agreed amount endorsement.
(d) Evidence of Insurance – Certificate of insurance signed by an
agent of the insurer together with copies of all endorsements thereto
and proof of payment of premiums, shall be delivered to all mortgagees
of Townhouses at the times such policies are issued, and at least ten
(10) days prior to the expiration of any then current policies.
(e) Definition – As used in this Section, the term “all buildings
and improvements” shall also include, without limitation, all common
areas and facilities and personal property of the Association, and all
Townhouses including the standard partition walls, fixtures and
installations initially installed by the Declarant, and may exclude
fixtures, alterations, installations or additions situated within a
portion of the Condominium used exclusively by an individual Townhouse
Owner and made or acquired after the initial conveyance of the Townhouse
by the Declarant.
(back)
Section 2 –
Liability Insurance
The Board shall obtain and maintain public liability insurance for
bodily injury an property damage in such limits as the Board of
Governors may from time to time determine (provided, however, that such
liability insurance shall provide coverage of at least $1,000,000 for
bodily injury and property damage for any single occurrence), insuring
the Association, the Board of Governors and the officers of the
Association, with respect to their liability arising from operation,
maintenance or repair of the Condominium which is the responsibility of
the Association, including without limitation liability arising from
ownership of any Townhouse. Such liability insurance shall also cover
cross-liability claims between the Townhouse Owners and the Association.
The Board of Governors shall review such limits at least annually. The
insurance provided under this Section shall include without limitation
the following provisions: (back)
(a) That the insurance
shall not be affected or diminished by any act or neglect of any
Townhouse Owner or any occupants or by owners of any improvements when
such act or neglect is not within the control of the Association;
(b) That the insurance
shall not be affected or diminished by failure of any Townhouse Owner or
any occupants or by owners of any improvements to comply with any
warranty or condition when such failure to comply is not within the
control of the Association; and
(c) Waivers by the insurer
of rights of subrogation, other than those based on fraud or criminal
acts, against the Association or the Townhouse Owners.
(back)
Section 1 – Duty to
Repair or Restore
Any portion of the Condominium including the buildings erected within
the Condominium, damaged or destroyed shall be repaired or restored
promptly by the Association, as provided in this Article, subject to the
provisions of Chapter 183A, Section 17, of the General Laws of
Massachusetts
as the same may be amended from time to time.(back)
Section 2 –
Estimate of Cost
Promptly after damage to or destruction of some portion of the
Condominium, and thereafter as often as it deems advisable, the Board of
Governors shall obtain reliable and detailed estimates of the cost of
repair or restoration. If such cost in the opinion of the Board of
Governors may exceed $5,000, the Board of Governors may retain the
services of an architect, engineer or construction consultant to assist
in the determination of such estimates and in the supervision of repair
and restoration. (back)
Section 3 –
Collection of Construction Funds
Construction funds may consist of insurance proceeds, condemnation
awards, proceeds of assessments against Townhouse Owners, payments by
Townhouse Owners for damage to or destruction of improvements, and other
funds received on account of or arising out of injury or damage to the
Condominium.
(a)
Insurance Proceeds – The Board of Governors shall adjust
losses under physical damage insurance policies of the Association.
Insurance proceeds from losses in excess of $25,000 shall be payable to
the Board of Governors as trustees.
(b)
Assessments Against Owners – If the insurance proceeds
are insufficient to affect the necessary repair or restoration of the
common areas and facilities, such deficiency shall be charged against
all Townhouse Owners as a common expense. The proceeds of assessments
for such common expenses shall be paid by the Board of Governors
directly to the vendor making the repairs or restoration if the loss is
less than $25,000 and shall be paid to the Board of Governors as
trustees if in excess of $25,000.
(c)
Payments by Owners - Payments received from Townhouse
Owners pursuant to Section 5(a)(2) of this Article shall be paid to and
disbursed by the Board of Governors as trustees if the loss is in excess
of $25,000 and otherwise disbursed by the Board of Governors directly
for the repairs to whoever makes the repairs.
(d)
Payments by Others – Any other funds received on account
of or arising out of injury or damage to the Condominium shall be paid
to and disbursed by the Board of Governors as trustees if the loss is in
excess of $25,000 and otherwise the funds shall be administered directly
by the Board of Governors. Except after a determination not to repair or
restore pursuant to Section 6(e) of this Article, all insurance proceeds
or other funds received by the Board of Governors as trustees shall be
dedicated solely to the repair or restoration of the loss as provided
herein; and any application of said funds or proceeds by the Board or
Governors as trustees on account thereof, shall be prior to the
applicator of such proceeds for any other purpose. (back)
Section 4 – Plans
and Specifications
Any repair or restoration must be either
(a)
substantially in accordance with the architectural and
engineering plans and specifications for the original buildings, and
shall also include such improvements and fixtures as may have been
installed by any particular Townhouse Owner and as to which payment for
such repair or reconstruction is forthcoming, or
(b)
according to plans and specifications approved by the
Board of Governors and by a majority in beneficial interest of the
Townhouse Owners and the holders of first mortgages encumbering
fifty-one percent (51%) of the Townhouse subject to mortgages, and if
the damaged property includes buildings, by all the Townhouse Owners
thereof, which approvals shall not be withheld unreasonably. (back)
Section 5 –
Townhouses
Damage or destruction of improvements situated within a Townhouse
shall be repaired or restored, except after a determination not to
repair or restore pursuant to Section 6(e) of this Article, as follows:
(a)
Construction funds
(1) To the extent that
such damage or destruction is covered by insurance of the Association,
the proceeds of such insurance or award shall be made available for the
repair or restoration of the Townhouse.
(2) To the extent that
such damage or destruction is not covered by insurance of the
Association, such Townhouse Owner shall be responsible for the cost of
repair and restoration.
(3) If the damage is only
to those parts of a Townhouse for which the responsibility of
maintenance and repair is that of a Townhouse Owner, then the Townhouse
Owner shall be responsibility for the cost of reconstruction and repair
after casualty, unless the damage is specifically covered by the
insurance purchased by the Association, in which event the Association
shall be responsible for said costs.
(b)
Performance of Work and Payment
If there is damage to or destruction of all or part of the Condominium
and the combined damage or destruction of all affected property for
which the Association is responsible to insure and the common areas and
facilities exceeds $5,000, the repair or restoration of the property
shall be effected by the Association to the extent that construction
funds as described in subsection (a) (1) of this Section are available
and to the extent that the Townhouse Owners make payment as hereafter
provided. Each Townhouse Owner shall pay to the Board of Governors such
sum as is necessary, according to the estimate of cost described in
Section 2 of this Article, to cover any part of the cost of repair or
restoration which is not covered by insurance of the Association or by a
condemnation award not specifically allocated to the Townhouse Owner. (back)
Section 6 –
Disbursement of Construction Funds
The Board of Governors as trustees may deduct from the construction
funds their actual costs and expenses and a reasonable fee for the
performance of their duties, and shall disburse the balance of the
construction funds in the following manner:
(a)
Damage or Destruction not exceeding $25,000 shall be
administered by the Board of Governors.
(b)
Payment for Repair or Restoration exceeding $25,000 shall
be administered by the Board of Governors as trustees. The Board of
Governors as trustees shall apply such balance to pay directly, and to
reimburse the Association for the payment of, the costs of repair or
restoration of such Townhouses and common areas and facilities,
including the cost of temporary repairs for the projection of such
Townhouses and common areas and facilities pending the completion of
permanent repairs and restoration, upon written request of the
Association in accordance with Section 7(a) of this Article, and upon
presentation of an architect’s certificate stating that the work
represented by any such payment has been completed satisfactorily.
(c) Contribution by
Owners
The Association shall maintain a separate account as to each
Townhouse with respect to payments by a Townhouse Owner pursuant to
Section 5(a)(2) of this Article, and expenditures of such payments.
General expenses of administration, such as deductions by the Board of
Governors as trustees for their costs, expenses and fees, shall be
charged against the Association’s construction funds and against
Townhouse Owners’ payments pursuant to Section 5(a)(2) of this
Article, in proportion to the amounts of each. All portions of such
payments by Townhouse Owners not expended as herein provided shall be
refunded to the Townhouse Owners, and the mortgagees of the Townhouses
as their interests may appear.
(d) Surplus Funds
If, after payment of all repairs and restoration, and the refund
of any excess payments by Townhouse Owners pursuant to subsection (c) of
this Section, there remain any surplus funds, shall be paid to the
Townhouse Owners in proportion to their contributions resulting from
assessments levied against them pursuant to Section 3(c) of this
Article; provided, however, that no Townhouse Owner shall receive a sum
greater than that actually contributed by him. Any surplus remaining
after such payments shall be paid to the Association and shall be part
of its general income.
(e) Determination Not to Repair or Restore
Subject to the provisions of Chapter 183A, Section 17, of the General
Laws of Massachusetts, if there is destruction of the improvements in
the Condominium and seventy-five percent (75%) in interest of the
Townhouse Owners vote not to proceed with repair or restoration, any
balance of construction funds, after the refund of any payments by
Townhouse Owners pursuant to subsections (c) and (d) of this Section,
shall be disbursed in the proportion that the beneficial interest
appurtenant to the Townhouse(s) owned by each Townhouse Owner bears to
the total percentage of beneficial interest held by Townhouse Owners in
the Condominium except for those Townhouses owned by the Association and
in accordance with the fair market value of the respective Townhouses as
determined by arbitration. In the event of dispute as to the percentage
of destruction, that issue shall be submitted to arbitration in
accordance with the rules of the American Arbitration Association. (back)
Section 7 –
Certificates
The Board of Governors as trustees, in the event that any payments are
to be made to a Townhouse Owner or mortgagee, may rely on an
Attorney’s Certificate of Title based upon a search of the records of
the Worcester District Registry of Deeds from the date of the recording
of the original Master Deed, stating the name of the Townhouse Owner and
the mortgagees.
(back)
Section 1 –
Mortgage of Townhouses
A Townhouse Owner who mortgages his Townhouse shall notify the Board of
Governors of the name and address of the mortgagee. The Board of
Governors shall maintain such information in a book entitled “Mortgage
of Townhouses.” (back)
Section 2 – Listed
Mortgagee
As used in these By-Laws, “Listed Mortgagee: shall mean a lender
holding a first mortgage of record on a Townhouse of which the owner
affected has given the notice required in Section 1 of this Article.
Such a mortgagee shall remain a Listed Mortgagee until the Board of
Governors receives written notice from the mortgagee of withdrawal of
the listing or the mortgage is discharged of record. (back)
Section 3 – Unpaid Common Charges
The Board of Governors,
whenever so requested in writing by a mortgagee of a Townhouse, shall
promptly report any then unpaid common charges due from, or any default
by, the Townhouse Owner of the mortgaged Townhouse. (back)
Section 4 – Notice
of Default
The Board of Governors
when giving notice to a Townhouse Owner of a default in paying common
charges or other default shall send a copy of such notice to each holder
of a mortgage covering such Townhouse whose name and address has
theretofore been furnished to the Board of Governors. (back)
Section 5 –
Examination of Books
Each Townhouse Owner and
each mortgagee of a Townhouse shall be permitted to examine books of
account of the Association at reasonable times on business days. (back)
In the event that a
Townhouse shall be acquired by the Association, the Townhouse Owners
shall be deemed to have waived all rights of partition with respect to
such Townhouse. (back)
The By-Laws of the Association may be modified or amended by the
affirmative vote of sixty-six and two-thirds percent (66 2/3%) (or any
larger percentage if such modification or amendment affects a provision
requiring a larger percentage) in beneficial interest of all Members of
the Association, present in person or by proxy, at a meeting of such
Members of the Association duly called and held for such purpose.
The written consent of the holders of a majority of the first mortgages
on mortgaged Townhouses shall be required for an amendment materially
changing any provisions which establish, provide for, govern or regulate
any of the following:
(a)
voting rights;
(b)
assessments, assessment liens, or subordination of
assessment liens;
(c)
reserves for maintenance, repair and replacement of common
areas;
(d)
responsibility for maintenance and repairs;
(e)
reallocation of interests in the common areas, or rights
to their use;
(f)
convertibility of units into common areas or vice versa;
(g)
expansion or contraction of the Condominium, or the
addition, annexation or withdrawal of property to or from the
Condominium;
(h)
insurance or fidelity bonds;
(i)
leasing of Townhouses;
(j)
imposition of any restrictions on a Townhouse owner’s
right to sell or transfer his or her unit;
(k)
restoration or repair of the Condominium after a hazard
damage or partial condemnation in a manner other than that specified in
the By-Laws;
(l)
termination of the legal status of the Condominium after
substantial destruction or condemnation occurs; or
(m)
Provisions
which expressly benefit mortgage holders, insurers or guarantors. (back)
In case any of the By-Laws of the Association are in conflict with the
provisions of any statute, the Articles of the Association or the Master
Deed, the provisions of such statute, Articles of the Association or
Master Deed, as the case may be, shall control. (back)
Section 1 –
Invalidity
The invalidity of any
part of the By-Laws of the Association shall not impair or affect in any
manner the validity, enforceability or effect of the balance of the
By-Laws of the Association. (back)
Section 2 –
Captions
The captions herein are
inserted only as a matter of convenience and for reference, and in no
way define, limit or describe the scope of the By-Laws of the
Association or the intent of any provisions thereof. (back)
Section 3 – Gender
The use of any gender in the By-Laws of the Association shall be deemed
to refer to all other genders and the use of the singular shall be
deemed to include the plural and vice versa, whenever the context so
requires.(back)
Section 4 – Waiver
No restriction, condition, obligation, or provision contained in the
By-Laws of the Association shall be deemed to have been abrogated or
waived by reason of any failure to enforce the same, irrespective of the
number of violations or breaches thereof which occur.(back) |
