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Article IV. Board of Directors
The Board of Directors is the executive and administrative entity designated to act for the Association in governing the Condominiums, and is an "Executive Organ" or "Executive Board" within the meaning of Section 102(m) of the Act. The affairs and business of the Association shall be managed by the Board of Directors, which shall have all of the powers and duties necessary thereto. The Board of Directors may delegate to a director or officer, subject to the continuing control of the Board, the authority to act on behalf of the Board of Directors with respect to matters relating to the duties of the Managing Agent. In addition to other powers and the duties provided for in these Bylaws or by resolution of the Association, the Board of Directors shall have the power and duties to:
A. Prepare and adopt an annual budget for the Condominium in which there shall be established the contribution of each Owner to the Common Expenses.
B. Make and collet assessments against the Unit Owners to defray the Common Expenses, establish the methods of collecting such assessments from the Unit Owners, and establish the period of the installment payments of the annual assessment. Unless otherwise determined by the Board of Directors, the annual assessment against each Unit Owner for his/her proportionate share of the Common Expenses shall be payable in equal monthly installments, each such installment to be due and payable in advance on the first day of each month.
C. Provide for the operation, care upkeep, maintenance, and surveillance of the Common Elements and for services to the Condominium and for service to Unit Owners. Reasonable charges may be imposed for services provided or facilities made available to a Unit Owner or resident, including, but not restricted to, facilitating move-in or move-out, providing resale documentation, and performing maintenance or repairs which are the responsibility of the Unit Owner.
D. Designate, hire and dismiss the personnel necessary for the maintenance, operation, repair and replacement of the Common Elements and Units, and where appropriate, provide for the compensation of such personnel and for the purchase of equipment, supplies, and material to be used by such personnel in the performance of their duties, which supplies and equipment shall be the property of the Association.
E. Make and amend Rules and Regulations respecting the use of the Condominium; provided, however, that the Unit Owners may rescind any Rule or Regulation at a special meeting of the Association called for that purpose.
F. Establish bank accounts for the Association.
G. Contract for the repair, additions, and improvements to, or alteration of, the Condominium and for the restoration of the Condominium, in accordance with the other provisions of the Bylaws, after damage or destruction by fire or other casualty.
H. Enforce by legal means the provisions of the Declaration, these Bylaws, and the Rules and Regulations and institute, maintain, and defend proceedings and actions brought on behalf of or against the Association.
I. Maintain insurance required by Article VII of these Bylaws.
J. Pay the cost of services rendered to the Condominium for which the Association, as distinct from individual Unit Owners, is liable.
K. Keep the books of the Association with detailed accounts of the receipts and expenditures affecting the Condominium, specifying all expenses incurred including prepaid expenses.
L. Purchase Units on behalf of the Association and sell or lease any such Unit.
M. Enforce obligations of Unit Owners, allocate Common Profits and Common Expenses, and take such other actions as may be necessary or proper for the sound management of the Condominium. The Board of Directors shall have the power to levy reasonable fines not to exceed $300 against Unit Owners, after giving them written notice and an opportunity to explain, for violations of the Declaration, these Bylaws and/or Rules and Regulations. For each day that a violation continues, after written notice, it shall be considered a separate violation. Collection of fines may be enforced against a Unit Owner as if the fines were an assessment for Common Expenses owed by the Unit Owner. If a Unit Owner persists in violating these Bylaws and/or Rules and Regulations, the Board of Directors may require him/her to post bond, satisfactory to it, to secure future compliance with these Bylaws and/or Rules and Regulations.
N. Lease and grant licenses, easements, rights-of-way of use in all or part of the Common Elements of the Condominium.
O. Do such things and acts (not inconsistent with the Condominium Act and with the Condominium Instruments) which may be authorized by the Mortgagee to send such notice.
P. Notify the Mortgagee of any Condominium Unit of any default by the Owner of such Condominium Unit whenever requested in writing by the Mortgagee to send such notice.
2. Managing Agent
Q. Invest the funds of the Condominium in federally insured instruments of deposit (such as certificates of deposit), money market instruments (such as money market certificates of deposit and treasury bills). investment grade tax-free municipal bonds, or other instruments of equivalent or greater security, but specifically excluding common or preferred stocks, in such amounts and for such terms as the Board of Directors deems appropriate, and properly account for any and all such funds so invested.
The Board of Directors may employ for the Association a professional Managing Agent, at compensation fixed by the Board of Directors, to perform such duties as the Board of Directors may authorize. The Board of Directors may delegate to the Managing Agent all of the powers and duties delegated to the Board of Directors by these Bylaws, provided that any actions by the Managing Agent with respect to the powers set forth in Paragraphs A, B, E, and M (insofar as it authorizes levying fines) of Section 1 of this Article IV shall require the written consent of the Board of Directors to be binding upon the Unit Owners; and provided further that any actions by the Managing Agent with respect to the powers set forth in paragraphs F, H, and Q of said Section 1 shall require the prior written consent of the Board of Directors. Any agreement with the Managing Agent shall be in writing and shall provide for a one-year original term renewable thereafter on a yearly basis. Such agreement may, however, be canceled by the Board of Directors or the Managing Agent without cause and without payment of a termination fee, upon 90 days written notice given at any time. The Board of Directors shall not employ any new Managing Agent without 30 days' prior written notice to the First Mortgagees, if required by such First Mortgagees.
3. Number of Directors
The number or directors which constitutes the Board of Directors is seven (7).
4. Election of Term of Office
Except as otherwise provided in Paragraphs A and B of Section 5 of Article III hereof, the Directors shall be elected at the annual meeting of the Association, to serve until their successors have been elected and qualified. The term of office of the Directors shall be staggered and shall be fixed for two (2) years, except that three (3) of the Director shall be elected for one (1) year terms at the first annual meeting of the Association following adoption of this provision. The Directors who shall serve one (1) year terms shall be those gaining the least votes, any ties to be broken by lot. A Director must be both a Unit Owner and a resident of the Condominium, a person shall cease to be a Director if he/she ceases to be either a Unit Owner or a resident.
5. Annual Meeting
An annual meeting of the Board of Directors shall be held within thirty (30) days after the annual meeting of the Association. Notice by the President at least 48 hours in advance, personally or by mail or telephone or telegraph, shall be necessary to each Director (including the newly elected Directors).
6. Regular Meetings
Regular meetings of the Board of Directors shall be held at such time and place as shall be determined from time to time by the Board of Directors, but at least one meting shall be held in each quarter of each fiscal year. Notice of regular meetings of the Board of Directors shall be given by the President to each Director, personally or by mail or telephone or telegraph, at least 48 hours prior to the time of the meeting, but no notice shall be required if meetings are held at a regularly scheduled time fixed in advance by the Board of Directors.
7. Special Meetings
Special meetings of the Board of Directors may be called by the President on 48 hours' notice to each Director. Such notice shall be given personally or by mail or telephone or telegraph. Special meetings of the Board of Directors shall be called by the President or the Secretary in like manner and on like notice on the written request of at least two Directors.
8. Waiver of Notice
Notice of a meeting of the Board of Directors may be waived in writing by a Director either before or after the meeting. Attendance at a meeting, other than for the express purpose of protesting lack of notice, constitutes waiver of notice of that meeting.
9. Telephonic Attendance; Quorum; Voting
A. Any Director may participate in a meeting of the Board of Directors or any committee thereof by means of conference telephone or by any means of communications by which all persons participating in the meeting are able to hear one another, and such participation shall constitute presence in person at the meeting.
B. A quorum shall be deemed to be present throughout any meeting of the Board of Directors if a majority of the entire Board of Directors are present at the beginning of such meeting. Each Director shall have one vote. Unless otherwise provide by the Act or the Condominium Instruments, the votes of a majority of the Directors present at a meeting at which there is a quorum shall constitute the decision of the Board of Directors. I f less than a quorum is present at a meeting the majority of those present may adjourn the meeting to a designated time and place. An adjourned meeting may be held as designated without further notice, and when a quorum is present any business may be transacted which might have been transacted at the meeting as originally called.
A vacancy on the Board of Directors caused by any reason other than removal of a Director by a vote of the Association, shall be filled by a vote of the majority of the remaining Directors, even though they constitute less than a quorum and each person so elected shall serve the remaining period of his/her predecessor's term and until his/her successor is elected and qualified. A vacancy occurring on the Board of Directors by reason of the removal of a Director by a vote of the Association shall be filled by the Association at an annual meeting or at a special meeting called for that purpose.
11. Removal of Directors
A. A Director may be removed with or without cause, and his/her successor elected at a meeting of the Association, at which a quorum is present, by a majority if the votes cast. Any Director whose removal has been proposed shall be given at least seven (7) days' notice of the calling of the meeting and the purpose thereof, and opportunity to be heard at the meeting.
B. Any Director who fails to attend three (3) consecutive regular meetings of the Board of Directors without adequate justification may be removed from the Board at the discretion of the other Directors.
A Director shall not receive compensation from the Association for serving on the Board of Directors, but a Director shall be reimbursed for all reasonable out-of-pocket expenses incurred by him/her in the proper performance of his/her duties.
13. Conduct of Meetings/Minutes
The President shall preside at meetings of the Board of Directors. The Secretary shall keep the minutes of the proceedings and ensure that they are distributed to each Unit Owner by mail or hand delivery. Every member of the Association has the right to inspect the minutes of all Board meetings.
14. Annual Report of the Board of Directors
The Board of Directors shall present at each annual meeting of the Association, and when called for by vote of the Association at any special meeting of the Association, a complete statement of the operative and financial condition of the Condominium.
15. Fidelity Bonds
The Board of Directors shall require that all Directors, officers, trustees, volunteers. agents, (including the Managing Agent), and employees of the Association handling or having responsibility for funds be bonded by adequate fidelity bonds or insurance, The fidelity bonds or insurance shall designate the Association as a named insured and, if obtainable, shall be written in an amount sufficient to provide protection which shall be not less than one and one-half times the Association estimated annual operating expenses and reserves, unless a larger amount is required by the Federal National Mortgage Association, the Federal Home Loan Mortgage Corporation, or any other secondary mortgage marketing agency. The premiums on such fidelity bonds or insurance shall constitute a Common Expense. The fidelity bonds or insurance shall include a provision that requires at least 10 days' written notice to the Association before the fidelity bonds or insurance can be canceled or substantially modified for any reason.
16. Liability of the Board of Directors
A. Directors shall not be liable to the Association or the Unit Owners for mistakes of judgment or for negligence not amounting to wilful misconduct or bad faith.
B. Subject to the conditions and prerequisites set forth below, the Association shall indemnify and hold harmless each of the Directors from and against all liability to others arising out of any contracts or any actions, or omissions made or taken by the Board of Directors on behalf of the Association or the Unit Owners, unless such contract, action, or omission was made or taken in bad faith or contrary to the provisions of the Condominium Instruments. The Directors shall not be personally liable for any contract made by them on behalf of the Association or the Unit Owners. The liability of any Unit Owner arising out of any contract made by the Board of Directors or arising out of the indemnification of the Directors shall be limited to that proportion of the total liability thereunder (determined after taking into account any available insurance) as his/her Percentage Interest bears to the Percentage Interest appertaining to all Units and shall be further limited by the provisions of Section 309(d) of the Act. Subject to the conditions and prerequisites set forth below, the Association shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding by reason of the fact that he/she is or was a Director of the Association against reasonable expenses (including attorney's fees), judgements, fines and reasonable amounts paid in settlement incurred by him/her in connection with such action, suit, or proceeding if he/she acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interest of the Association; provided that such person shall give timely written notice to the Association of any such action, suit, or proceeding and shall not enter into any settlement thereof without giving the Association prior written notice of his/her intent to do so and without obtaining the Association's prior written approval to do so.
C. Any person who is to be indemnified by the Association as provided above shall be represented by counsel for the Association, unless or until said counsel determines that such person shall be represented by other counsel.
D. If any action, suit, or proceeding against any such person is settle by payment of a sum of money, such sum shall be paid by the Association, unless the Board of Directors determines with the advice of counsel for the Assoication that the actions or omissions of such persons which form the basis of the action, suit, or proceeding did not meet the standards of conduct set forth above.
17. Action Without Meeting
E. The provisions of this Section shall also apply to each office, past or present, of the Association.
Any action required or permitted to be taken by the Board of Directors at any meeting may be taken without a meeting if all of the members of the Board of Directors shall individually or collectively consent in writing to such action. Such written consent or consents shall be filed with the minutes of the proceedings of the Board of Directors.
18. Common or Interested Directors
A. The Directors shall exercise their powers and duties in good faith and with a view to the interest of the Association and consistent with the purposes set forth in the Declaration.
B. No contract or other transaction between the Association and one or more of its Directors, or between the Association and any corporation, firm, entity, or association in which one or more of the Directors are directors or officers or are pecuniarily or otherwise interested, shall be either void or voidable because such Director or Directors are present at the meeting of the Board of Directors or any committee thereof which authorizes or approves the contract or transaction, if either of the conditions specified in one of the following subparagraphs exists:
(i) The fact of the common directorate or interest is disclosed or known to the Board of Directors or a majority thereof and noted in the minutes, and the Board of Directors authorizes, approves, or ratifies such contract or transaction in good faith by a vote sufficient for the purpose of; or
(ii) The fact of the common directorate or interest is disclosed or known to the Unit Owners, or a majority thereof, and they approve or ratify the contract or transaction in good faith by a voted sufficient for the purpose.
19. Board of Directors as Attorney-In-Fact
C. Common or interested Directors may be counted in determining the presence of a quorum at any meeting of the Board of Directors or committee thereof which authorizes, approves, or ratifies any contract or transaction. However, such Directors may not vote thereat to authorize any such contract or transaction.
The Board of Directors is hereby irrevocably appointed an attorney-in-fact for the Unit Owners of all the Units, and for each of them, to manage, control, and deal with the interests of such Unit Owners in the Common Elements of the Condominium so as to permit the Board of Directors to fulfill all of its powers, function, and duties under the provisions of the Act, the Declaration, and these Bylaws, and to exercise all of its rights thereunder and to deal with the Building upon its destruction and the proceeds of any insurance indemnity as hereinafter provided. This power shall include but shall not be limited to, the right to represent the Association and all Unit Owners in any proceedings, negotiations, settlements, or agreements, relating to any losses or proceeds from condemnation, destruction, or liquidation of all or a part of the Condominium or from the termination of the Condominium, and the right to grant easements and licenses from time to time affecting the Common Elements with respect to sewer lines, water lines, electrical cables, telephone cables, gas lines, storm drains, underground conduits, or such other purposes related to the provision of public utilities or as may be considered necessary or appropriate by the Board of Directors for the preservation of the health, safety, convenience, or welfare of the Unit Owners of the Units, or any of them. The foregoing shall be deemed to be a power coupled with an interest, and the acceptance by any person or entity of any interest in any Unit shall constitute an appointment of the Board of Directors as attorney-in-fact, as aforesaid, This power shall be in addition to any authority to grant easements or licenses given to the Board of Directors in the Act, in the Declaration, or in these Bylaws.
20. Committee of Owners
A. Establishment The Board of Directors may establish such committees of owners as it deems useful to assist it in its functions, consisting of three or more Unit Owners appointed by the Board of Directors, each to serve for a term of one year, in order to:
1) provide for visual harmony and soundness of repairs;
2) further the comfort of the Unit Owners, their guest and tenants; and
3) promote the general welfare and safety of the condominium community.
B. Authority Any committee shall have such duties, power and authority as the Board of Directors may from time to time provide by resolution. The Board of Directors may relieve any committee of any of its duties, powers and authority either generally or on a case by case basis. A committee shall carry out its duties and exercise its powers and authority in the manner proved for in the Rules and Regulations or by the Board of Directors.
C. Limitation on Powers Any action, ruling or decision of any committee may be appealed to the Board of Directors by any party deemed by the Board of Directors to have standing as an aggrieved party and the Board of Directors may modify or reverse any such action, ruling or decision.
D. Particular Committee Among the committees the Board may establish are the following:
1) Covenants Committee The Committee shall enforce the mutual covenants of Unit Owners and shall, within that function, regulate the repair, improvement and exterior appearance of individual Units, insofar as these affect the Common Elements or the interest of other Unit Owners. The Covenants Committee shall have the power to issue cease and desist request to a Unit Owner, his guest, invitee, or lessees whose actions are inconsistent with the provisions of the Act, the Condominium Instrument or the Rules and Regulations (upon petition of any Unit Owner or upon its own motion). The Covenants Committee shall form time to time, as required, provide interpretations of the Condominium Instrument and Rules and Regulations when requested to do so by a Unit Owner or the Board of Directors.
2) Facilities Committee The Facilities Committee shall regulate and determine the external design, appearance, use and maintenance of the Common Elements in accordance with standards and guidelines adopted by the Board of Directors.