By laws

Below is a copy of the Village at Disciple Ridge Bylaws.

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EXHIBIT "A"

VILLAGE AT DISCIPLES’ RIDGE CONDOMINIUM

BYLAWS

 

 

 

ARTICLE I

ASSOCIATION OF OWNERS

 

            Village at Disciples’ Ridge Condominium, a residential and recreational Condominium Project located in Boyne Valley Township, Charlevoix County, Michigan, shall be administered by an Association of Co-owners which shall be a non-profit corporation, hereinafter called the "Association", organized under the applicable laws of the State of Michigan, and responsible for the management, maintenance, operation and administration of the Common Elements, easements and affairs of the Condominium Project in accordance with the Condominium Documents and the laws of the State of Michigan.  These Bylaws shall constitute both the Bylaws referred to in the Master Deed and the Bylaws provided for under the Michigan Nonprofit Corporation Act.  Each Co-owner shall be entitled to membership and no other person or entity shall be entitled to membership.  The share of a Co-owner in the funds and assets of the Association cannot be assigned, pledge or transferred in any manner except as an appurtenance to his Unit.  The Association shall keep current copies of the Master Deed, all amendments to the Master Deed and other Condominium Documents for the Condominium project available at reasonable hours to Co-owners, prospective purchasers and prospective mortgagees of Units in the Condominium Project.  All Co-owners in the Condominium Project and all persons using or entering upon or acquiring any interest in any Unit therein or the Common Elements thereof shall be subject to the provisions and terms set forth in the aforesaid Condominium Documents.

 

 

ARTICLE II

ASSESSMENTS

 

            All expenses arising from the management, administration and operation of the Association in pursuance of its authorizations and responsibilities as set forth in the Condominium Documents and the Act shall be levied by the Association against the Units and the Co-owners thereof in accordance with the following provisions:

 

            Section l.    Expenses of Administration.  Expenditures affecting the administration of the Project shall include costs incurred in the satisfaction of any liability arising within, caused by, or connected with, the Common Elements or the administration of the Condominium Project.  Receipts affecting the administration of the Condominium Project shall include all sums received as the proceeds of, or pursuant to, a policy of insurance securing the interest of the Co-owners against liabilities or losses arising within, caused by, or connected with the Common Elements or the administration of the Condominium Project.

 

            Section 2.    Determination of Assessments.  Assessments shall be determined in accordance with the following provisions:

 

            (A)  Budget and Annual Assessment.  The Board of Directors of the Association shall establish an annual budget in advance for each fiscal year and such budget shall project all expenses for the forthcoming year which may be required for the proper operation, management and maintenance of the Condominium Project, including a reasonable allowance for contingencies and reserves.  An adequate reserve fund for maintenance, repairs and replacement of those Common Elements that must be replaced on a periodic basis shall be established in the budget, including any special annual escrow payments for sewer system maintenance required by Section 4(A) of Article IV, and must be funded by regular installment payments as set forth in Section 3 below rather than by special assessments.  At a minimum, the reserve fund shall be equal to l0% of the Association's current annual budget on a non-cumulative basis.  Since the minimum standard required by this subparagraph may prove to be inadequate for this particular Project, the Association of Co-owners should carefully analyze the Condominium Project to determine if a greater amount should be set aside, or if additional reserve funds should be established for other purposes from time to time.  Upon adoption of an annual budget by the Board of Directors, copies of the budget shall be delivered to each Co-owner, and the assessment for said year shall be established based upon said budget, although the failure to deliver a copy of the budget to each Co-owner shall not affect or in any way diminish the liability of any Co-owner of any existing or future assessments.  Should the Board of Directors at any time decide, in the sole discretion of the Board of Directors:  (1)  that the assessments levied are or may prove to be insufficient to pay the costs of operation and management of the Condominium, (2)  to provide replacements of existing Common Elements, (3)  to provide additions to the Common Elements not exceeding $3,000 annually for the entire Condominium Project, or (4)  in the event of emergencies, the Board of Directors shall have the authority to increase the general assessment or to levy such additional assessment or assessments as it shall deem to be necessary.  The Board of Directors also shall have the authority, without Co-owner consent, to levy assessments pursuant to the provisions of Article V, Section 3, hereof.  The discretionary authority of the Board of Directors to levy assessments pursuant to this subparagraph shall rest solely with the Board of Directors for the benefit of the Association and its members, and shall not be enforceable by any creditors of the Association.

 

            (B)  Special Assessments.  Specials assessments, in addition to those required in Section 2 (A) above, may be made by the Board of Directors from time to time and approved by the Co-owners as hereinafter provided to meet other requirements of the Association, including, but not limited to:  (1)  assessments for addition to the Common Elements of a cost exceeding $3,000 for the entire Condominium Project per year, (2)  assessments to purchase a Unit upon foreclosure of the lien for assessments described in Section 5 hereof or (3) assessments for any other appropriate purpose not elsewhere herein described.  Special assessments referred to in this Section 2 (B) (but not including those assessment referred to in this Section 2 (A) above, which shall be levied in the sole discretion of the Board of Directors) shall not be levied without the prior approval of more than 60% of all Co-owners.  The authority to levy assessments pursuant to this subparagraph is solely for the benefit of the Association and its members and shall not be enforceable by any creditors of the Association or its members.

 

            Section 3.    Apportionment of Assessment and Penalty for Default.  Unless otherwise provided herein or in the Master Deed, all assessments levied against the Co-owners to cover expenses of administration shall be apportioned among and paid by the Co-owners based upon the Percentages of Value set forth in Article V, Section 2 of the Master Deed.

 

            Annual assessments as determined in accordance with Article II, Section 2(A) above shall be payable by the Co-owners in monthly installments, commencing with acceptance of a deed to or a land contract vendee's interest in a Unit, or with the acquisition of fee simple title to a Unit by any other means.  The frequency of the installments can be changed at the discretion of the Board of Directors.

 

            The payment of an assessment shall be in default if such assessment, or any part thereof, is not paid to the Association within 30 days of the date it is billed.  A penalty equal to 1.5% of the amount in default per month shall be imposed on any amount in default and shall be added to the amount in default without further billing until paid in full.  In addition to this penalty, the Association may levy fines for late payment pursuant to Article XXVIII below.  Each Co-owner (whether one or more persons) shall be, and remain, personally liable for the payment of all assessments (including fines for late payment and costs of collection and enforcement of payment) pertinent to his Unit which may be levied while any such Co-owner is the owner thereof.

 

            Sums assessed to a Co-owner by the Association of Co-owners which are unpaid constitute a lien upon the Unit or Units in the Project owned by the Co-owner at the time of assessment before other liens, except tax liens on the Condominium Unit in favor of any state or federal taxing authority and sums unpaid on a first mortgage of record, except that past due assessments which are evidenced by a notice of lien, recorded as set forth in Section 5, have priority over a first mortgage recorded subsequent to the recording of the notice of lien.  The lien upon each Condominium Unit owned by the Co-owner shall be in the amount assessed against Unit, plus a proportionate share of the total of all other unpaid assessments attributable to Condominium Units no longer owned by the Co-owner but which became due while the Co-owner had title to the Condominium Units.  The lien may be foreclosed by an action or by advertisement by the Association in the name of the Condominium Project on behalf of the other Co-owners.

 

            Payments on account of assessments in default shall be applied as follows:  first, to costs of collection and enforcement of payment, including reasonable attorney fees; second, to any interest charges and fines; and third, to installments in default in order of their due dates.

 

            A Co-owner selling a Unit shall not be entitled to any refund whatsoever from the Association with respect to any reserve account or other asset of the Association.

 

            Section 4.    Waiver of Use or Abandonment of Unit.  No Co-owner may exempt himself from liability for his contribution toward the expenses of administration by waiver of the use of enjoyment of any of the Common Elements or by the abandonment of his Unit.

 

 

            Section 5.    Enforcement.

 

            (A)  Remedies.  In addition to any other remedies available to the Association, the Association may enforce collection of delinquent assessments by a suit at law for a money judgment or by foreclosure of the statutory lien that secures payment of assessments.  In the event of default by any Co-owner in the payment of any installment of the annual assessment levied against his Unit, the Association shall have the right to declare all unpaid installments of the annual assessment for the pertinent fiscal year immediately due and payable.  The Association also may discontinue the furnishing of any utilities or other services to a Co-owner in default upon 7 days written notice to such Co-owner of its intention to do so.  A Co-owner in default shall not be entitled to utilize any of the General Common Elements of the project and shall not be entitled to vote at any meeting of the Association so long as such default continues; provided, however, this provision shall not operate to deprive any Co-owner of ingress and egress to and from his Unit.  In a judicial foreclosure action, a receiver may be appointed to collect a reasonable rental for the Unit from the Co-owner thereof or any persons claiming under him.  The Association may also assess fines for late payment or nonpayment of assessments in accordance with the provisions of Article XXI of these Bylaws.  All of these remedies shall be cumulative and not alternative.

 

            (B)  Foreclosure Proceedings.  Each Co-owner and every other person who from time to time has any interest in the Project, shall be deemed to have granted to the Association the unqualified right to elect to foreclose the lien securing payment of assessments either by judicial action or by advertisement.  The provisions of Michigan law pertaining to foreclosure of mortgages by judicial action and by advertisement, as the same may be amended from time to time, are incorporated herein by reference for the purposes of establishing the alternative procedures to be followed in lien foreclosure actions and the rights and obligations of parties to such actions.  Further, each Co-owner and every other person who from time to time has any interest in the project shall be deemed to have authorized and empowered the Association to sell or to cause to be sold the Unit with respect to which the assessment(s) is or are delinquent and to receive, hold and distribute the proceeds of such sale in accordance with the priorities established by applicable law.  Each Co-owner of a Unit in the project acknowledges that at the time of acquiring title to such Unit, he was notified of the provisions of this subparagraph and that he voluntarily, intelligently and knowingly waived notice of any proceedings brought by the Association to foreclose by advertisement the lien for nonpayment of assessments and a hearing on the same prior to the sale of the subject Unit.

 

            (C)  Notice of Action.  Notwithstanding the foregoing, neither a judicial foreclosure action nor a suit at law for a money judgment shall be commenced, nor shall any notice of foreclosure by advertisement be published, until the expiration of 10 days after mailing, by first class mail, postage prepaid, addressed to the delinquent Co-owner(s) at his or their last known address, a written notice that one or more installments of the annual assessment levied against the pertinent Unit is or are delinquent and that the Association may invoke any of its remedies hereunder if the default is not cured within 10 days after the date of mailing.  Such written notice shall be accompanied by a written affidavit of an authorized representative of the Association that sets forth (i) the affiant's capacity to make the affidavit, (ii) the statutory or other authority for the lien, (iii) the amount outstanding (exclusive of interest, costs, attorney's fees and future assessments), and (v) the name(s) of the Co-owner(s) of record.  Such affidavit shall be recorded in the office of the Charlevoix County Register of Deeds prior to commencement of any foreclosure proceeding, but it need not have been recorded as of the date of mailing as aforesaid.  If the delinquency is not cured within the 10 day period, the Association may take such remedial action as may be available to it hereunder or under Michigan law.

 

            (D)  Expense of Collection.  The expenses incurred in collecting unpaid assessments, including interest, costs, actual attorney's fees (not limited to statutory fees) and advances for taxes or other liens paid by the Association to protect its lien, shall be chargeable to the Co-owner in default and shall be secured by the lien on his Unit.

 

            Section 6.    Liability of Mortgagee.  Notwithstanding any other provisions of the Condominium Documents, the holder of any first mortgage covering any Unit in the Project which comes into possession of the Unit pursuant to the remedies provided in the mortgage or by deed (or assignment) in lieu of foreclosure, or any purchaser at a foreclosure sale, shall take the property free of any claims for unpaid assessments or charges against the mortgaged Unit which accrue prior to the time such holder comes into possession of the Unit (except for claims for a pro rata share of such assessments or charges resulting from a pro rata re-allocation of such assessments or charges to all Units including the mortgaged Unit).

 

            Section 7.    Developer's Responsibility for Assessments.  The Developer of the Condominium, even though a member of the Association, shall not be responsible for payment of an assessment.  The Developer, however, shall at all times pay a proportionate share of all current maintenance expenses actually incurred by the Association.  For purposes of the foregoing sentence, the Developer's proportionate share of such expenses shall be based upon the ratio of completed Units owned by Developer at the time the expense is incurred to the total number of Units then in the Condominium except as provided herein.  In no event shall Developer be responsible for payment of any assessment for deferred maintenance, reserve funds, reserves for replacement, for capital improvements or other special assessments, or for the use of access roads, water and sewer infrastructure re-payment or use or pool or amenity use, except with respect to Occupied Units owned by it.  Developer shall not be responsible at any time for payment of assessments or payment of any expenses whatsoever with respect to Units not Completed notwithstanding the fact that such Units not Completed may have been included in the Master Deed.  Further, the Developer shall in no event be liable for any assessment levied in whole or in part to purchase any Unit from the Developer or to finance any litigation or other claims against the Developer, any cost of investigating and preparing such litigation or claim or any similar or related costs.  An “Occupied” Unit shall mean a Unit occupied as a residence.  A “Completed” Unit shall mean a Unit with respect to which a certificate of occupancy has been issued.

 

            Section 8.    Property Taxes and Special Assessments.  All property taxes and special assessments levied by a public taxing authority shall be assessed in accordance with Section 131 of the Act.

                                               

 

            Section 9.    Personal Property Tax Assessment of Association Property.  The Association shall be assessed as the person or entity in possession of any tangible personal property of the Condominium owned or possessed in common by the Co-owners, and personal property taxes based thereon shall be treated as expenses of administration.

 

            Section 10.    Construction Lien.  A construction lien otherwise arising under Act No. 497 of the Michigan Public Acts of 1980, as amended, shall be subject to Section 132 of the Act.

 

            Section 11.    Statement as to Unpaid Assessments.  The purchaser of any Unit may request a statement of the Association as to the amount of any unpaid Association assessments thereon, whether regular or special.  Upon written request to the Association accompanied by a copy of the executed purchase agreement pursuant to which the purchaser holds the right to acquire a Unit, the Association shall provide a written statement of such unpaid assessments as may exist or a statement that none exist, which statement shall be binding upon the Association for the period stated therein.  Upon the payment of that sum within the period stated, the Association's lien for assessments as to such Unit shall be deemed satisfied; provided, however, that the failure of a purchaser to request such statement at least 5 days prior to the closing of the purchase of such Unit shall render any unpaid assessments and the liens securing the same fully enforceable against such purchaser and the Unit itself, to the extent provided by the Act.  Under the Act, unpaid assessments constitute a lien upon the Unit and shall be paid out of the proceeds of sale thereof prior to all claims except real property taxes and first mortgages of record.

 

 

ARTICLE III

ARBITRATION

                                                                       

            Section 1.    Scope and Election.  Disputes, claims or grievances arising out of or relating to the interpretation or the application of the Condominium Documents, or any disputed claims or grievances arising among or between the Co-owners and the Association, upon the election and written consent of the parties to any such disputes, claims or grievances (which consent shall include an agreement of the parties that the judgment of any circuit court of the State of Michigan may be rendered upon any award pursuant to such arbitration), and upon written notice to the Association, shall be submitted to arbitration and the parties thereto shall accept the arbitrator's decision as final and binding, provided that no questions affecting the claim of title of any person to any fee or life estate in real estate is involved.  The Commercial Arbitration Rules of the American Arbitration Association as amended and in effect from time to time hereafter shall be applicable to any such arbitration.

 

            Section 2.    Judicial Relief.  In the absence of the election and written consent of the parties pursuant to Section l above, no Co-owner or the Association shall be precluded from petitioning the courts to resolve any such disputes, claims or grievances.

 

            Section 3.    Election of Remedies.  Such election and written consent by Co-owners or the Association to submit any such dispute, claim or grievance to arbitration shall preclude such parties from litigating such dispute, claim or grievance in the courts.

 

ARTICLE IV

INSURANCE

 

            Section 1. Nature and Extent of Mandatory Coverage by Association. The Association shall, to the extent appropriate in light of the nature of the General Common Elements of the Project, carry all risk hazard insurance coverage, public liability insurance, officers' and directors' liability insurance, workmen's compensation insurance, if applicable, and any other insurance the Association may deem desirable or necessary, pertinent to the ownership, use and maintenance of the General Common Elements. Such coverages shall be in minimum amounts to be determined by the Developer or the Association in the sole discretion of the Developer or the Association as the case may be (but in no event less than $1,000,000 per occurrence in the case of public liability insurance).

            Section 2. Nature and Extent of Permissive Coverage by Association. The Association may elect, through its Board of Directors, to undertake the responsibility for obtaining “all risk” hazard insurance coverage with respect to the dwellings and other structures located within the Units as well as public liability insurance for occurrences within the Units. The first Board of Directors of the Association has elected to obtain such coverages on behalf of all Co-owners. The cost of any such insurance obtained on behalf of all Co-owners shall be included as an expense of administration. Each Co-owner shall be provided a certificate of insurance as soon as it is available from the insurer. Co-owners may obtain supplementary insurance but in no event shall any such insurance coverage undertaken by a Co-owner permit a Co-owner to withhold payment of the share of the Association assessment that relates to the equivalent insurance carried by the Association. The Association also shall not reimburse Co-owners for the cost of premiums resulting from the early cancellation of an insurance policy. To the extent a Co-owner does or permits anything to be done or kept on the Co-owner's Unit that will increase the rate of insurance, the increased cost of insurance premiums resulting from any such activity or the maintenance of any such condition shall be charged to the Co-owner responsible for such activity or condition. The Board of Directors may elect to discontinue (or after discontinuance, to re-obtain) blanket coverage of “all risk” hazard insurance and public liability insurance with respect to all individual Units on behalf of all Co-owners. If it does so, however, all Co-owners shall be notified of the Board's election to discontinue (or after discontinuance, to re-obtain) such insurance at least sixty (60) days prior to the effective date of such action which notification shall include a description of the coverage and the name and address of the insurer. In the event that the Board of Directors duly, upon notice to all Co-owners, discontinues the Association's “all risk” hazard insurance and public liability insurance coverages for improvements and occurrences within Units, then the Association shall have no obligation to obtain such insurance coverage nor have any liability to any person for failure to do so. In such event, the obligation to obtain such insurance shall pass to each Co-owner in accordance with the provisions of Section 4 of this Article IV.

            Section 3. Miscellaneous Provisions Relative to Insurance Coverage Maintained by Association. All insurance maintained by the Association shall be carried and administered in accordance with the following provisions:

            (A) Insurance Policy Beneficiaries. All insurance carried by the Association shall be purchased by the Association for the benefit of the Association, the Developer and the Co-owners and their mortgagees, as their interests may appear, and provision shall be made for the issuance of certificates of mortgagee endorsements to the mortgagees of Co-owners.

            (B) Premium Expenses. All premiums on insurance purchased by the Association pursuant to these Bylaws shall be expenses of administration.

            (C) Proceeds of Insurance Policies. Proceeds of all insurance policies relative to the Common Elements or to the administration of the Association generally and which are owned by the Association shall be received by the Association, held in a separate account and distributed to the Association and the Co-owners and their mortgagees, as their interests may appear; provided, however, whenever repair or reconstruction of the Condominium shall be required as provided in Article V of these Bylaws, the proceeds of any insurance received by the Association as a result of any loss requiring repair or reconstruction shall be applied for such repair or reconstruction. Proceeds of any hazard insurance policy owned by the Association which relate to damage or destruction occurring within a specific Unit with respect to a dwelling or related improvements shall be payable only to the Co-Owner of such Unit and his mortgagee(s), as their respective interests may appear.

            (D) Authority of Association to Settle Insurance Claims. Each Co-owner, by ownership of a Unit in the Condominium Project, shall be deemed to appoint the Association as his true and lawful attorney-in-fact to act in connection with all matters concerning hazard insurance, liability insurance and workmen's compensation insurance (if applicable) pertinent to the Common Elements and the general administration of the Association, with such insurer as may, from time to time, provide such insurance for the Condominium Project. Without limitation on the generality of the foregoing, the Association as said attorney shall have full power and authority to purchase and maintain such insurance, to collect and remit premiums therefor, to collect proceeds and to distribute the same to the Association, the Co-owners and respective mortgagees, as their interests may appear (subject always to the Condominium Documents), to execute releases of liability and to execute all documents and to do all things on behalf of such Co-owner and the Condominium as shall be necessary or convenient to the accomplishment of the foregoing. This provision shall not confer on the Association any authority to settle claims relating only to damage or occurrences confined solely to a Unit and the Owner thereof (and his mortgagee, if applicable) shall be solely empowered to settle such claims.

            Section 4. Responsibilities of Co-owners with Respect to Insurance. Regardless of any insurance coverage which may or may not be maintained by the Association with respect to individual Units, each Co-owner shall, at all times, be solely responsible for obtaining insurance coverage for the Co-owner's personal liability for occurrences within the Co-owner's dwelling and for all of the Co-owner's personal property located within the Unit as well as for any other personal insurance coverage that the Co-owner wishes to carry. In the event that the Board of Directors elects to discontinue blanket coverage by the Association of “all risk” hazard insurance for dwellings and related improvements and public liability insurance for occurrences within each Unit, after due notice to all Co-owners, then obtaining such coverage shall be and become the responsibility of each Co-owner. Thereafter, each Co-owner shall be responsible for obtaining “all risk” hazard insurance coverage with respect to the dwelling and all other improvements owned by such Co-owner and which are constructed or to be constructed within the perimeter of the Co-owner's Unit and for public liability insurance for occurrences within the Unit. Under such circumstances, there is no further responsibility on the part of the Association to insure any of such improvements or liabilities whatsoever unless the Board of Directors elects to undertake such insurance coverages again and so notifies all Co-owners. Each Co-owner shall deliver certificates of insurance to the Association from time to time to evidence the continued existence of all insurance required to be maintained by the Co-owner hereunder. In the event of the failure of a Co-owner to obtain such insurance or to provide evidence thereof to the Association, the Association may, but is not required to, obtain such insurance on behalf of such Co-owner and the premiums therefor shall constitute a lien against the Co-owner's Unit which may be collected from the Co-owner in the same manner that Association assessments may be collected in accordance with Article II hereof. Nothing contained in this Section, however, shall require any Co-owner to carry hazard insurance or liability insurance with respect to any Common Elements which are located within any Unit which shall remain solely the responsibility of the Association.

            Section 5. Waiver of Rights of Subrogation. The Association and all Co-owners shall use their best efforts to cause all property and liability insurance carried by the Association or any Co-owner to contain appropriate provisions whereby the insurer waives its right of subrogation as to any claims against any Co-owner or the Association.

            Section 6. Indemnification. Each individual Co-owner shall indemnify and hold harmless every other Co-owner, the Developer and the Association for all damages and costs, including attorneys' fees, which such other Co-owners, the Developer or the Association may suffer as a result of defending any claim arising out of an occurrence on or within such individual Co-owner's Unit and shall carry insurance to secure this indemnity if so required by the Association (or the Developer during the Construction and Sales Period). This Section 6 shall not be construed to give any insurer any subrogation right or other right or claim against any individual Co-owner, however.

 

ARTICLE V

RECONSTRUCTION OR REPAIR

 

            Section l.    Responsibility for Reconstruction or Repair.  If any part of the Condominium Premises shall be damaged, the determination of whether or not it shall be reconstructed or repaired shall be made in the following manner:

 

            (A)  General Common Elements.  If the damaged property a Common Element, the damaged property shall be rebuilt or repaired by the Association unless all of the Co-owners and all of the institutional holders of mortgages on any Unit in the project unanimously agree to the contrary.

 

            (B)  Unit or Improvements Thereon.  If the damaged property is a Unit or any improvements thereon, the Co-owner of such Unit shall remove all debris, rebuild and repair the Unit and the damaged property and restore his Unit and the improvements thereon to a clean and sightly condition satisfactory to the Association  and in accordance with the provisions of Article VI hereof as soon as reasonably possible following the occurrence of the damage.

 

            Section 2.    Repair in Accordance with Master Deed.  Any such reconstruction or repair shall be substantially in accordance with the Master Deed and the original plans and specifications for any damaged improvements located within the Unit unless the Co-owners shall unanimously decide otherwise.

 

            Section 3.    Association Responsibility for Repair.  Immediately after the occurrence of a casualty causing damage to property for which the Association has the responsibility of maintenance, repair and reconstruction, the Association shall obtain reliable and detailed estimates of the cost to place the damaged property in a condition as good as that existing before the damage. If the proceeds of insurance are not sufficient to defray the estimated cost of reconstruction or repair required to be performed by the Association or if at any time during such reconstruction or repair, or upon completion of such reconstruction or repair, the funds for the payment of the cost thereof are insufficient, assessment shall be made against all Co-owners for the cost of repair.  This provision shall not be construed to require replacement of mature trees and vegetation with equivalent trees or vegetation.

 

            Section 4.    Timely Reconstruction and Repair.  If damage to the Common Elements adversely affects the appearance of the Project, the Association shall proceed with replacement of the damaged property without delay.

 

            Section 5.    Eminent Domain.  The following provisions shall control upon any taking by eminent domain:

 

            (A)  Taking of Unit or Improvements Thereon.  In the event of any taking of all or any portion of a Unit or any improvements thereon by eminent domain, the award for such taking shall be paid to the Co-owner of such Unit and the mortgagee thereof, as their interests may appear, notwithstanding any provision of the Act to the contrary.  If a Co-owner's entire Unit is taken by eminent domain, such Co-owner and mortgagee shall, after acceptance of the condemnation award therefor, be divested of all interest in the Condominium Project.

 

            (B)  Taking of Common Elements.  If there is any taking of any portion of the Common Elements, the condemnation proceeds relative to such taking shall be paid to the Co-owners and their mortgagees in proportion to their respective interests in the Common Elements and the affirmative vote of more than 50% of the Co-owners shall determine whether to rebuild, repair or replace the portion so taken or to take such other action as they deem appropriate.

 

            (C)  Continuation of Condominium After Taking.  In the event the Condominium Project continues after taking by eminent domain, then the remaining portion of the Condominium Project shall be resurveyed and the Master Deed amended accordingly, and, if any Unit shall have been taken, then Article V of the Master Deed shall also be amended to reflect such taking and to proportionately readjust the Percentages of Value of the Condominium to l00%.  Such amendment may be effected by an officer of the Association duly authorized by the Board of Directors without the necessity of execution or specific approval thereof by an Co-owner.

 

            (D)  Notification of Mortgagees.  In the event that any Unit in the Condominium, or any portion thereof, or the Common Elements or any portion thereof, is made the subject matter of any condemnation or eminent domain proceeding or is otherwise sought to be acquired by a condemning authority, the  Association promptly shall so notify each institutional holder

of a first mortgage lien on any of the Units in the Condominium.

 

            (E)  Applicability of the Act.  To the extent not inconsistent with the foregoing provisions, Section 133 of the Act shall upon any taking by eminent domain.

 

            Section 6.    Notification of FHLMC and FNMA.  In the event any mortgage in the condominium is held by the Federal Home Loan Mortgage Corporation ("FHLMC") or by the Federal National Mortgage Association (“FNMA”) then, upon request therefore by FHLMC or FNMA, as the case may be, the Association shall give it written notice at such address as it may, from time to time, direct of any loss to or taking of the Common Elements of the Condominium if the loss or taking exceeds $10,000 in amount or if the damage to a Condominium Unit covered by a mortgage purchased in whole or in part by FHLMC or FNMA exceeds $1,000.

 

            Section 7.    Priority of Mortgagee Interests.  Nothing contained in the Condominium Documents shall be construed to give a Co-owner or any other party priority over any rights of first mortgagees of Condominium Units pursuant to their mortgages in the case of a distribution to Co-owners of insurance proceeds or condemnation awards for losses to or taking of Condominium Units and/or Common Elements.

 

 

ARTICLE VI

RESTRICTIONS

 

            All of Units in the Condominium shall be held, used and enjoyed subject to the following limitations and restrictions:

 

            Section l.    Use.  No Unit in the Condominium shall be used for other than residential and recreational purposes.  The Common Elements shall be used only for purposes consistent with these uses.  Neither the Units nor the Common Elements shall be used in violation of applicable zoning and other ordinances of the County or Township or in violation of other pertinent laws and/or public regulations.

 

            Section 2.    Leasing and Rental.

 

            (A) Right to Lease.  A Co-owner may lease his Unit for the same purposes set forth in Section l of this Article VI and as otherwise provided for in these Bylaws.  No Co-owner shall lease or rent any Unit for an occupancy period of less than one day.  The terms of all leases, occupancy agreements and occupancy arrangements shall incorporate, or be deemed to incorporate, all of the provisions of the Condominium Documents.  The Developer may lease any number of Units in the Condominium in its discretion and without restriction.

 

            (B)  Leasing Procedure.  The leasing of Units in the Project shall conform to the following provisions:

 

                        (1)  Tenants and non-owner occupants shall comply with all of the conditions of   the Condominium Documents and all leases and rental agreements shall so state.

                                                                                               

                        (2)  If the Association determines that the tenant or non-owner occupants have    failed to comply with the conditions of the Condominium Documents, the Association     shall take the following action:

 

(i)  The Association shall notify the Co-owner by certified mail advising of

                        the alleged violation by the tenant.

 

                        (ii)  The Co-owner shall have 15 days after receipt of such notice to investigate

and correct the alleged breach by the tenant or advise the Association that a violation has not occurred.

 

                        (iii)  If after 15 days the Association believes that the alleged breach is not cured

or may be repeated, it may institute on its behalf or derivatively by the Co-owners on behalf of the Association if it is under the           control of the Developer, an action for eviction against the tenant or non-owner occupant and simultaneously for money damages in the same action against the Co-owner and tenant or non-owner occupant for breach of the conditions of the Condominium Documents.  The

relief provided for in this subparagraph may            be by summary proceeding.  The Association may hold both the tenant and the Co-owner liable for any damages to the Common Elements caused by the Co-owner or tenant in connection with

                        the Unit or Condominium Project.

 

                        (3)  When a Co-owner is in arrears to the Association for assessments, the             Association may give written notice of the arrearage to a tenant occupying a Co-owner's            Unit under a lease or rental agreement, and the tenant, after receiving the notice, shall    deduct the arrearage from rental payments due and pay them to the Association.  The        deductions shall not constitute a breach of the rental agreement or lease by the Tenant.

 

            Section 3.    Architectural Control.  No residential dwelling, structure or other improvement shall be constructed within a Condominium Unit or elsewhere within the Condominium Project, nor shall any material exterior modification be made to any existing dwelling, structure or improvement, including the installation of any landscaping either within a Unit or on a Common Element, unless plans and specifications therefor, containing such detail as the Developer may reasonably request, have first been approved in writing by the Developer. Construction of any building or other improvements must also receive any necessary approvals from the local public authority. Developer shall have the right to refuse to approve any such plans, specifications, grading, or landscaping plans, which are not suitable or desirable in its opinion for aesthetic or other reasons; and in passing upon such plans and specifications it shall have the right to take into consideration the suitability of the proposed structure, improvement or modification, the site upon which it is proposed to be constructed and the degree of harmony thereof with the Condominium as a whole. Developer may also, in its discretion, require as a condition of approval of any plans, an agreement for special assessment of increased maintenance charges from any Co-owner whose proposed dwelling and appurtenances and related improvements will cause the Association abnormal expenses in carrying out its responsibilities with respect thereto under the Master Deed.

            The purpose of this Section is to assure the continued maintenance of the Condominium as a beautiful and harmonious residential development, and shall be binding upon both the Association and upon all Co-owners. Further, the restrictions hereby placed upon the Premises shall not be construed or deemed to create negative reciprocal covenants, easements or any restrictions upon the use of the Future Development Area described in the Master Deed. Developer's rights under this Article VI, Section 3 may, in Developer's discretion, be assigned to the Association or other successor to Developer. Developer may construct any improvements upon the Condominium Premises that it may, in its sole discretion, elect to make, without the necessity of obtaining the prior written consent from the Association or any other person or entity, subject only to the express limitation contained in the Condominium Documents

            Section 4. Alterations and Modifications. No Co-owner shall make alterations in exterior appearance or make structural modifications to the dwelling constructed on his Unit or make changes in any of the Common Elements without the Developer or, after the Construction and Sales Period, the Architectural Control Committee.

 

            Section 5. Activities. No immoral, improper, unlawful or offensive activity shall be carried on in any Unit or upon the Common Elements nor shall anything be done which may be or become an annoyance or a nuisance to the Co-owners of the Condominium. No unreasonably noisy activity shall occur in or on the Common Elements or in any Unit at any time, and disputes among Co-owners, arising as a result of this provision which cannot be amicably resolved, shall be arbitrated by the Association. No Co-owner shall do or permit anything to be done or keep or permit to be kept in his Unit or on the Common Elements anything that will increase the rate of insurance on the Condominium without the written approval of the Association, and each Co-owner shall pay to the Association the increased cost of insurance premiums resulting from any such activity or the maintenance of any such condition even if approved. Activities which are deemed offensive and are expressly prohibited include, but are not limited to, the following: Any activity involving the use of firearms, air rifles, pellet guns, B-B guns, bows and arrows, or other similar dangerous weapons, projectiles or devices.

            Section 6. Pets. No more than two household pets shall be maintained by any Co-owner unless specifically approved in writing by the Association which approval may be granted or withheld in the absolute discretion of the Association's Board of Directors. No animal may be kept or bred for any commercial purpose, and every animal shall have such care and restraint so as not to be obnoxious or offensive on account of noise, odor or unsanitary conditions. No animal may be permitted to run loose at any time upon the Condominium Premises.  All animals shall at all times be leashed and attended by some responsible person while on the Condominium Premises. No savage or dangerous animal shall be kept, and any Co-owner who causes any animal to be brought or kept upon the Condominium Premises shall indemnify and hold harmless the Association for any loss, damage or liability which the Association may sustain as the result of the presence of such animal on the premises, whether or not the Association has given its permission therefor. Each Co-owner shall be responsible for collection and disposition of all fecal matter deposited by any pet maintained by such Co-owner. No dog which barks and can be heard on any frequent or continuing basis shall be kept in any Unit or on the Common Elements. The Association may charge all Co-owners maintaining animals a reasonable additional assessment to be collected in the manner provided in Article II of these Bylaws in the event that the Association determines such assessment necessary to defray the maintenance cost to the Association of accommodating animals within the Condominium. The Association may, without liability to the owner thereof, remove or cause to be removed any animal from the Condominium which it determines to be in violation of the restrictions imposed by this Section. The Associa-tion shall have the right to require that any pets be registered with it and may adopt such additional reasonable rules and regulations with respect to animals as it may deem proper. In the event of any violation of this Section, the Association may assess fines for such violation in accordance with these Bylaws and in accordance with duly adopted rules and regulations.

            Section 7. Aesthetics. The Units and the Common Elements shall not be used for storage of supplies, materials, personal property or trash or refuse of any kind, except as provided in duly adopted rules and regulations of the Association. Garage doors shall be kept closed at all times except as may be reasonably necessary to gain access to or from any garage. No unsightly condition shall be maintained on any patio, porch or deck, and only furniture and equipment consistent with the normal and reasonable use of such areas shall be permitted to remain there during seasons when such areas are reasonably in use, and no furniture or equipment of any kind shall be stored thereon during seasons when such areas are not reasonably in use. Trash receptacles shall be maintained in areas designated therefor at all times and shall not be permitted to remain elsewhere on a Unit or the Common Elements except for such short periods of time as may be reasonably necessary to permit periodic collection of trash. The open areas within Units and Common Elements shall not be used in any way for the drying, shaking or airing of clothing or other fabrics. In general, no activity shall be carried on nor condition maintained by a Co-owner, either in his Unit or upon the Common Elements, which is detrimental to the appearance of the Condominium.

            Section 8. Vehicles. No house trailers, commercial vehicles, boat trailers, boats, camping vehicles, camping trailers, motorcycles, all terrain vehicles, snowmobiles, snowmobile trailers or vehicles, other than automobiles or vehicles used primarily for general personal transportation purposes, may be parked or stored upon the premises of the Condominium, unless parked in areas designated by the Developer or the association as parking areas.  No inoperable vehicles of any type may be brought or stored upon the Condominium Premises either temporarily or permanently. Commercial vehicles and trucks shall not be parked in or about the Condominium (except as above provided) unless while making deliveries or pickups in the normal course of business. Each Co-owner shall park his cars in any garage spaces provided therefor (if any exist) and shall park any additional cars which he owns in the driveway spaces immediately adjoining his garage. Co-owners shall, if the Association shall require, register with the Association all cars maintained on the Condominium Premises. Use of motorized vehicles anywhere on the Condominium Premises, other than passenger cars, authorized maintenance vehicles and commercial vehicles as provided in this Section 8, is absolutely prohibited. Overnight parking on any street in the Condominium is prohibited except as the Association may make reasonable exceptions thereto from time to time.

            Section 9. Advertising. No signs or other advertising devices of any kind shall be displayed which are visible from the exterior of a Unit or on the Common Elements, including "For Sale” signs, during the Construction and Sales Period, and, subsequent thereto, only with prior written permission from the Association and the Developer.

            Section 10. Rules and Regulations. It is intended that the Association may make rules and regulations from time to time to reflect the needs and desires of the majority of the Co-owners in the Condominium. Reasonable regulations consistent with the Act, the Master Deed and these Bylaws concerning the use of the Common Elements may be made and amended from time to time by the Association, including the period of time prior to the Transitional Control Date. Copies of all such rules, regulations and amendments thereto shall be furnished to all Co-owners. No such rules shall conflict with any other rules and regulations of the Boyne Mountain Resort.

            Section 11. Right of Access of Association. The Association or its duly authorized agents shall have access to the dwelling on each Unit and any Limited Common Elements appurtenant thereto from time to time, during reasonable working hours, upon notice to the Co-owner thereof, as may be necessary for the maintenance, repair or replacement of any of the Common Elements. The Association or its agents shall also have access to the dwelling on each Unit and any Limited Common Elements appurtenant thereto at all times without notice as may be necessary to make emergency repairs to prevent damage to the Common Elements or to another Unit. It shall be the responsibility of each Co-owner to provide the Association means of access to the dwelling on his Unit and any Limited Common Elements appurtenant thereto during all periods of absence, and in the event of the failure of such Co-owner to provide means of access, the Association may gain access in such manner as may be reasonable under the circumstances and shall not be liable to such Co-owner for any necessary damage to his Unit and any Limited Common Elements appurtenant thereto caused thereby or for repair or replacement of any doors or windows damaged in gaining such access.

            Section 12. Tree Preservation. No Co-owner shall cut down or trim any tree located on the Condominium Premises without the prior written approval of the Association and the Developer. Each tree removed or trimmed in violation of this provision shall constitute a separate violation and shall subject the offending Co-owner to fines as set forth in Articles XIII and XIV of these Bylaws. This provision shall apply to any tree located within the Condominium Premises, whether within any Unit or upon the Common Elements.

            Section 13. Common Element Maintenance. Sidewalks, yards, landscaped areas, and roads, shall not be obstructed nor shall they be used for purposes other than that for which they are reasonably and obviously intended. No obstructions may be left unattended on or about the Common Elements.

            Section 14. Co-owner Maintenance. Each Co-owner shall maintain his Unit in a safe, clean, sanitary and aesthetically satisfactory condition and in accordance with any duly adopted regulations of the Association. Each Co-owner shall also use due care to avoid damaging any of the Common Elements including, but not limited to, the telephone, water, gas, plumbing, electrical or other utility conduits and systems and any other Common Elements which may affect any other Unit. Each Co-owner shall be responsible for damages or costs to the Association resulting from negligent damage to or misuse of any of the Common Elements by him, or his family, guests, agents or invitees, unless such damages or costs are covered by insurance carried by the Association (in which case there shall be no such responsibility unless reimbursement to the Association is limited by virtue of a deductible provision, in which case the responsible Co-owner shall bear the expense to the extent of the deductible amount). Any costs or damages to the Association may be assessed to and collected from the responsible Co-owner in the manner provided in Article II hereof.

            Section 15. Developer's Right of First Refusal: Resale Brokerage Restriction: Leasing Restriction.

            (A) Right of First Refusal. No Co-owner may dispose of a Unit or any interest therein by sale without complying with this Section 15(A):

            (1) Notice to Developer. A Co-owner intending to make a sale of a Unit, or any interest therein, shall deliver written notice of such intention to the Developer and shall furnish the name and address of the intended purchaser and such other information as the Developer shall reasonably require. At the time of giving such notice, such Co-owner shall also furnish the Developer with copies of all instruments setting forth the terms and conditions of the proposed transaction. The giving of such notice shall constitute a warranty and a representation by such Co-owner to the Developer that the Co-owner believes the proposed sale to be bona fide in all respects. The selling Co-owner shall be responsible to the Developer for any damages suffered by it in exercise of its rights hereunder and, in the event any proposed sale is not bona fide, such damages shall include (but not be limited to) the difference between the price paid by the Developer for the Unit or interest and the fair market value thereof.

            (2) Action by Developer. Within thirty (30) days after receipt of such notice of intention to sell, the Developer shall either waive its right to purchase the Unit or interest by written notice delivered to the selling Co-owner or execute and deliver to such Co-owner a contract of sale upon terms as favorable to the selling Co-owner as the terms furnished with the notice. The Developer shall have not less than thirty (30) days subsequent to the date of execution of such contract in which to close the transaction. The selling Co-owner shall be bound to consummate the transaction with the Developer pursuant to such contract. If the Developer fails to execute and deliver such written waiver or contract for sale to such selling Co-owner within such 30-day period for any reason whatsoever, such Co-owner may then sell the Unit or interest to the offeror provided that the sale is on the terms and conditions and for the price set forth in the notice of intention to sell delivered to the Developer.

            (3) Improper Disclosure. In the event a sale is consummated between a Co-owner and any proposed purchaser upon any basis other than as disclosed to the Developer, the Developer shall then have the same right of first refusal as expressed above, which right shall expire thirty (30) days after the Developer receives knowledge of the actual terms of the transaction or one year after consummation of the original transaction, whichever occurs first.

            (4) Sale by Mortgagee. This Section shall not apply to a public or private sale held pursuant to foreclosure of a first mortgage on any Unit in the Project, nor shall this Section apply to any subsequent sale by any holder of a first mortgage on any Unit in the Project who or which obtained title to the Unit covered by such mortgage pursuant to the remedies provided in the mortgage, foreclosure of the mortgage, or deed (or assignment) in lieu of foreclosure.

            (5) Waiver of Right. Waiver of the right to purchase by the Developer with respect to a proposed sale of a Unit or interest shall not constitute waiver of the Developer's right of first refusal with respect to any future proposed sales by a Co-owner thereof.

            (B) Resale Brokerage Restriction. No Co-owner may dispose of a Unit or any interest therein by sale without complying with this Section 15(b):

            (1) Notice to Developer. A Co-owner intending to make a sale of a Unit, or any interest therein, shall deliver written notice of such intention to the Developer. Such Co-owner must list such Unit or interest for sale with a broker designated by the Developer, as exclusive agent, pursuant to such broker's then current standard exclusive listing agreement for the Project, for a period of ninety (90) days, unless the Developer waives its rights under this Section in writing, which written waiver shall state the period of such waiver.

            (2) Relisting Upon Reduction of Sales Price. If, at any time (whether during the term of the Developer's original listing agreement or otherwise), the selling Co-owner reduces the selling price of the Unit or interest, the Co-owner shall again list the Unit or interest for sale with the broker designated by Developer, as exclusive agent, pursuant to such broker's then current standard exclusive listing agreement for the Project, for another 90 day period, at such reduced price.

            (3) Waiver of Mortgagee Sale. This Section shall not apply to a public or private sale held pursuant to a foreclosure of a first mortgage on any Unit in the Project, nor shall this Section apply to any subsequent sale by any holder of a first mortgage on any Unit in the Project who or which obtained title to the Unit covered by such mortgage pursuant to the remedies provided in the mortgage, foreclosure of the mortgagee, or deed (or assignment) in lieu of foreclosure.

            (4) Termination of Waiver. Waiver of the resale brokerage restriction contained in this Section by the Developer with respect to a Co-owner's proposed sale shall not extend beyond the period stated in the writing evidencing such waiver.

               (C) Leasing Restriction. A Co-owner may not lease his Unit unless the Unit is leased only through Developer or a leasing agent designated by Developer, pursuant to Developer's or such leasing agent's then current leasing agency/management agreement for the Project, and upon such terms and conditions as Developer or such leasing agent may require, in their sole discretion. Developer may lease any number of Units in the Condominium, for any period of time, without the use of a leasing agent, upon such terms and conditions as Developer may determine, in Developer's sole discretion.

            (D) Notices. All writings required or permitted to be given or delivered under this Article VI shall be deemed given or delivered, if the writing is directed to the Developer, by delivering it personally to an officer of the Developer, or if such writing is directed to the selling Co-owner, by delivering it personally to such Co-owner, or if mailed, in a sealed wrapper by United States registered or certified mail, return receipt requested, postage prepaid, properly addressed, if to the Developer, at the address shown on the first page of this Master Deed, and, if to such Co-owner, at the Co-owner's address shown on the records of the Association. Each such mailed writing shall be deemed to have been given or delivered when deposited in the United States mail as above provided. Each such personally delivered writing shall be deemed given or delivered upon delivery thereof in the manner above provided. The Developer may change its address for the purposes of delivery of such writing by delivering written notice of such change to the Co-owner in the manner above provided at least 10 days prior to the effective date of such change.

 

 

 

ARTICLE VII

MORTGAGES

 

            Section l.    Notice to Association.  Any Co-owner who mortgages his Unit shall notify the Association of the name and address of the mortgagee, and the Association shall maintain

such information in a book entitled “Mortgages of Units”.  The Association may, at the written request of a mortgagee of any such Unit, report any unpaid assessments due from the Co-owner of such Unit.  The Association shall give the holder of any first mortgage covering any Unit in the Project written notification of any default in the performance of the obligations of the Co-owner of such Unit that is not cured within 60 days.

 

            Section 2.    Insurance.  The Association shall notify each mortgagee appearing in said book of the name of each company insuring the General Common Elements against fire, perils covered by extended coverage, vandalism and malicious mischief and the amounts of such coverage.

 

            Section 3.    Notification of Meetings.  Upon request submitted to the Association, any institutional holder of a first mortgage lien on any Unit in the Condominium shall be entitled to receive written notification of every meeting of the members of the Association and to designate a representative to attend such meeting.

 

 

ARTICLE VIII

VOTING

 

            Section l.    Vote.  Except as limited in these Bylaws, each Co-owner shall be entitled to one vote for each Condominium Unit owned.

 

            Section 2.    Eligibility to Vote.  No Co-owner, other than the Developer, shall be entitled to vote at any meeting of the Association until he has presented evidence of ownership of a Unit in the Condominium Project to the Association.  Except as provided in Article XI, Section 2 of these Bylaws, no Co-owner, other than the Developer, shall be entitled to vote prior to the date of the First Annual Meeting of members held in accordance with Section 2 of Article IX.  The vote of each Co-owner may be cast only by the individual representative designated by such Co-owner in the notice required in Section 3 of this Article VIII below or by a proxy given by such individual representative.  The Developer shall be the only person entitled to vote at a meeting of the Association until the First Annual Meeting of members.  The Developer shall be entitled to one vote for each Unit it owns.

 

            Section 3.    Designation of Voting Representative.  Each Co-owner shall file a written notice with the Association designating the individual representative who shall vote at meetings of the Association and receive all notices and other communication from the Association on behalf of such Co-owner.  Such notice shall state the name and address of the individual representative designated, the number(s) of the Condominium Unit(s) owned by the Co-owner, and the name and address of each person, firm corporation, partnership, association, trust or other entity who is the Co-owner.  Such notice shall be signed and dated by the Co-owner.  The individual representative designated may be changed by the Co-owner at any time by filing a new notice in the manner herein provided.

 

            Section 4.    Quorum.  The presence in person or by proxy of 33% of the total value of the project shall constitute a quorum for holding a meeting of the members of the Association, except for voting on questions specifically required by the Condominium Documents to require a greater quorum.  The written vote of any person furnished at or prior to any duly called meeting at which meeting said person is not otherwise present in person or by proxy shall be counted in determining the presence of a quorum with respect to the question upon which the vote is cast.

 

            Section 5.    Voting.  Votes may be cast only in person or by a writing duly signed by the designated voting representative not present at a given meeting in person or by proxy.  Proxies and any written votes must be filed with the Secretary of the Association at or before the appointed time of the meeting of the Association.  Cumulative voting shall not be permitted.

 

            Section 6.    Majority.  A majority, except where otherwise provided herein, shall consist of more than 50% of the relative values (based upon Percentage of Value) of those Co-owners present in person or by proxy (or written vote, if applicable) at a given meeting of the members of the Association.  Whenever provided specifically herein, a majority may be required to exceed the simple majority herein set forth of designated voting representatives present in person or by proxy, or by written vote, if applicable, at a given meeting of the members of the Association.

 

 

ARTICLE IX

MEETINGS

 

            Section 1.    Place of Meeting.  Meetings of the Association shall be held at the principal office of the Association or at such other suitable place convenient to the Co-owners as may be designated by the Board of Directors.  Meetings of the Association shall be conducted in accordance with Sturgis' Code of Parliamentary Procedure, Roberts Rules of Order or some other generally recognized manual of parliamentary procedure, when not otherwise in conflict with the Condominium Documents or the laws of the State of Michigan.

 

            Section 2.    First Annual Meeting.  The First Annual Meeting of members of the Association may be convened only by Developer and may be called at any time after more than 50% of the Units (based upon Percentage of Value) in the Project have been sold and the purchasers thereof qualified as members of the Association.  In no event, however, shall such meeting be called later than 120 days after the conveyance of legal or equitable title to non-Developer Co-owners of two-thirds (based upon Percentage of Value) of all Units or 54 months after the first conveyance of legal or equitable title to a non-Developer Co-owner of a Unit in the Project, whichever first occurs.  Developer may call meetings of members for informative or other appropriate purposes prior to the First Annual Meeting of members and no such meeting shall be construed as the First Annual Meeting of members.  The date, time and place of such meeting shall be set by the Board of Directors, and at least 10 days written notice thereof shall be given to each Co-owner.

 

            Section 3.    Annual Meeting.  Annual meetings of members of the Association shall be held on the first Saturday in August (or such other date determined by the Board of Directors) each succeeding year after the year in which the First Annual Meeting is held, at such time and place as shall be determined by the Board of Directors; provided, however, that the second annual meeting shall not be held sooner than eight months after the date of the First Annual Meeting.  At such meetings there shall be elected by ballot of the Co-owners a Board of Directors in accordance with the requirements of Article XI of these Bylaws.  The Co-owners may also transact at annual meetings such other business of the Association as may properly come before them.

 

            Section 4.    Special Meeting.  It shall be the duty of the President to call a special meeting of the Co-owners as directed by resolution of the Board of Directors or upon a petition signed by 1/4 of the Co-owners (based upon Percentage of Value) presented to the Secretary of the Association.  Notice of any special meeting shall state the time and place of such meeting and the purposes thereof.  No business shall be transacted at a special meeting except as stated in the notice.

 

            Section 5.    Notice of Meetings.  It shall be the duty of the Secretary (or other Association officer in the Secretary's absence) to serve a notice of each annual or special meeting, stating the purpose thereof as well as the time and place where it is to be held, upon each Co-owner of record, at least l0 days but not more than 60 days prior to such meeting.  The mailing, postage prepaid, of a notice to the representative of each Co-owner at the address shown in the notice required to be filed with the Association by Article VIII, Section 3 of these Bylaws shall be deemed notice served.  Any member may, by written waiver of notice signed by such member, waive such notice and such waiver, when filed in the records of the Association, shall be deemed due notice                                                                                                                                                                                                

            Section 6.      Adjournment.  If any meeting of Co-owners cannot be held because a quorum is not in attendance, the Co-owners who are present may adjourn the meeting to a time not less than 48 hours from the time the original meeting was called.

 

            Section 7.    Order of Business.  The order of business at all meetings of the members shall be a follows: (a)  roll call to determine the voting power represented at the meeting; (b)  proof of notice of meeting or waiver of notice; (c)  reading of minutes of preceding meeting; (d)  reports of officers; (e)  reports of committees; (f)  appointment of inspectors of election (at annual meeting or special meeting held for such purpose); (g) election of Directors; (h)  unfinished business; and (i)  new business.  Meetings of members shall be chaired by the most senior officer of the Association present at such meeting.  For purposes of this Section, the order of seniority of officers shall be President, Vice President, Secretary and Treasurer.

 

            Section 8.    Action Without Meeting.  Any action which may be taken at a meeting of the members (except for the election or removal of Directors) may be taken without a meeting by written ballot of the members.  Ballots shall be solicited in the same manner a provided in Section 5 for the giving of notice of meetings of members.  Such solicitations shall specify (a) the number of responses needed to meet the quorum requirements; (b) the percentage of approvals necessary to approve the action; and (c) the time by which ballots must be received in order to be counted.  The form of written ballot shall afford an opportunity to specify a choice between approval and disapproval of each matter and shall provide that, where the member specified a choice, the vote shall be constituted by receipt, within the time period specified in the solicitation of (i) a number of ballots which equals or exceeds the quorum which would be required if the action were taken at a meeting; and (ii) a number of approvals which equals or exceed the number of votes which would be required for approval if the action were taken at a meeting at which the total number of votes cast was the same as the total number of ballots cast.

 

            Section 9.    Consent of Absentees.  The transaction of any Association business at any meeting of members, either annual or special, however called and noticed, shall be as valid as though made at a meeting duly held after regular call and notice, if a quorum is present either in person or by proxy; and if, either before or after the meeting, each of the members not present in person or by proxy, signs a written waiver of notice, or a consent to the holding of such waivers, consents or approvals shall be filed with the corporate records or made a part of the minutes of the meeting.

 

            Section 10.    Minutes; Presumption of Notice.  Minutes or a similar record of the proceedings of meetings of members, when signed by the President or Secretary, shall be presumed truthfully to evidence the matters set forth therein.  A recitation in the minutes of any such meeting that notice of the meeting was properly given shall be prima facie evidence that such notice was given.

 

 

ARTICLE X

ADVISORY COMMITTEE

 

            Within one year after conveyance of legal or equitable title to the first Unit in the Condominium to a purchaser or within 120 days after conveyance to purchasers of 1/3 of the total number of Units that may be created (based upon Percentage of Value), whichever first occurs, the Developer shall cause to be established an Advisory Committee consisting of at least one non-Developer Co-owners.  The Committee shall be established and perpetuated in any manner the Developer deems advisable, except that if more than 50% of the non-Developer Co-owners (based upon Percentage of Value) petition the Board of Directors for an election to select the Advisory Committee, then an election for such purpose shall be held.  The purpose of the Advisory Committee shall be to facilitate communications between the temporary Board of Directors and the other Co-owners and to aid in the transition of control of the Association from the Developer to purchaser Co-owners.  The Advisory Committee shall cease to exist automatically when the non-Developer Co-owners have the voting strength to elect a majority of the Board of Directors of the Association.  The Developer may remove and replace at its discretion at any time any member of the Advisory Committee who has not been elected thereto by the Co-owners.

 

 

ARTICLE XI

BOARD OF DIRECTORS

 

            Section l.    Number and Qualification of Directors.  The Board of Directors shall be comprised of three members all of whom must be members of the Association or officers, partners, trustees, employees or agents of members of the Association, except for the first Board of Directors.  Directors shall serve without compensation.

 

 

 

            Section 2.    Election of Directors.

 

            (A)  First Board of Directors.  The first Board of Directors, or its successors as selected by the Developer, shall manage the affairs of the Association until the appointment of the first non-Developer Co-owners to the Board.  Elections for non-Developer Co-owners Directors shall be held as provided in subsections (B) and (C) below.

 

            (B)  Appointment of Non-Developer Co-owners to Board Prior to First Annual Meeting.  Not later than 120 days after conveyance of legal or equitable title to non-Developer Co-owners of 25% of the Units that may be created (based on Percentage of Value), at least one of the three Directors shall be selected by non-Developer Co-owners.  When the required percentage of conveyances has been reached, the Developer shall notify the non-Developer Co-owners and request that they hold a meeting and elect the required Directors.  Upon certification by the Co-owners to the Developer of the Directors(s) so elected, the Developer shall then immediately appoint such Director(s) to the Board to serve until the First Annual Meeting of members unless he is removed pursuant to Section 7 of this Article or he resigns or becomes incapacitated.

 

            (C)  Election of Directors at and After First Annual Meeting.