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Article III

BOARD OF DIRECTORS

Section 1.
    Number and Qualification.  The affairs of the Unit Owners Association shall be governed by a Board of Directors.  The Board of Directors shall be composed of five (5) persons, all of whom shall be Unit Owners or spouses of Unit Owners, Mortgagees (or designees of Mortgagees) or designees of the Declarant; provided, however, that, anything in these By Laws to the contrary notwithstanding, during the Declarant Control Period, the Board of Directors shall consist of three (3) members, all of whom shall be designated by the Declarant.  The Declarant shall have the right in its sole discretion to replace such Directors as may be so designated, and to designate their successors.

Section 2.    Powers and Duties.  The Board of Directors shall have all of the powers and duties necessary for the administration of the affairs of the Unit Owners Association and may do all such acts and things as are not prohibited by the Condominium Act, the Declaration or are by these By Laws required to be exercised and done by the Unit Owners Association.  The Board of Directors shall have the power from time to time to adopt any rules and regulations deemed necessary for the benefit and enjoyment of the Condominium; provided, however, that such rules and regulations shall not be in conflict with the Condominium Act, the Declaration or these By Laws.  The Board of Directors shall delegate to one of its members or to a person employed for such purpose the authority to act on behalf of the Board of Directors on such matters relating to the duties of the Managing Agent (as defined in Section 3 of this Article), if any, which may arise between meetings of the Board of Directors as the Board of Directors deems appropriate.  In addition to the duties imposed by these By Laws or by any resolution of the Unit Owners Association that may hereafter be adopted, the Board of Directors shall on behalf of the Unit Owners Association:
(a)    Prepare an annual budget, in which shall be established the assessments of each Unit Owner for the Common Expenses. 
(b)    Make assessments against Unit Owners to defray the cost and expenses of the Condominium, establish the means and methods of collecting such assessments from the Unit Owners and establish the period of the installment payment of the annual assessment for Common Expenses.  Unless otherwise determined by the Board of Directors, the annual assessment against each Unit Owner for his 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 for such month. 
(c)    Provide for the operation, care, upkeep and maintenance of all of the Condominium Property. 
(d)    Designate, hire and dismiss the personnel necessary for the maintenance, operation, repair and replacement of the Common Elements 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 deemed part of the Condominium Property. 
(e)    Collect the assessments against the Unit Owners, deposit the proceeds thereof in bank depositories designated by the Board of Directors and use the proceeds to carry out the administration of the Condominium Property. 
(f)    Make and amend the rules and regulations. 
(g)    Open bank accounts on behalf of the Unit Owners Association and designate the signatories thereon. 
(h)    Make, or contract for the making of, repairs, additions and improvements to or alterations of the Condominium Property and repairs to and restoration of the Condominium Property, in accordance with these By Laws, after damage or destruction by fire or other casualty, or as a result of condemnation or eminent domain proceedings. 
(i)    Enforce by legal means the provisions of the Declaration, these By Laws and the rules and regulations and act on behalf of the Unit Owners with respect to all matters arising out of any eminent domain proceeding. 
(j)    Obtain and carry insurance against casualties and liabilities, as provided in Article VII of these By Laws, pay the premiums therefor and adjust and settle any claims thereunder. 
(k)    Pay the cost of all authorized services rendered to the Unit Owners Association and not billed to Unit Owners of individual Units or otherwise provided for in Article VI of these By Laws. 
(l)    Keep books with detailed accounts in chronological order of the receipts and expenditures affecting the Condominium, and the administration of the Condominium, specifying the expenses of maintenance and repair of the Common Elements and any other expenses incurred.  Such books and vouchers accrediting the entries thereupon shall be available for examination by the Unit Owners, their duly authorized agents or attorneys, during general business hours on working days at the times and in the manner set and announced by the Board of Directors for the general knowledge of the Unit Owners.  All books and records shall be kept in accordance with generally accepted accounting principles, and the same shall be audited at least once each year by an independent accountant retained by the Board of Directors who shall not be resident of the Condominium or a Unit Owner.  The cost of such audit shall be a Common Expense. 
(m)    Notify a Mortgagee of any default hereunder by the Unit Owner of the Unit subject to such Mortgage, in the event such default continues for a period exceeding sixty (60) days. 
(n)    Borrow money on behalf of the Condominium when required in connection with any instances relating to the operation, care, upkeep and maintenance of the Common Elements, provided, however, that the consent of at least two thirds in number of all Unit Owners, obtained by either a mail ballot or at a meeting duly called and held for such purpose in accordance with the provisions of these By Laws, shall be required to borrow any sum in excess of Fifteen Thousand Dollars ($15,000.00).  If any sum borrowed by the Board of Directors on behalf of the Condominium pursuant to the authority contained in this subparagraph (n) is not repaid by the Unit Owners Association, a Unit Owner who pays to the creditor such proportion thereof as his Common Element Interest bears to the total of Common Element Interests in the Condominium shall be entitled to obtain from the creditor a release of any judgment or other lien which such creditor shall have filed or shall have the right to file against such Unit Owner's Condominium Unit. 
(o)    Acquire, hold and dispose of Condominium Units and mortgage the same if such expenditures and hypothecations are included in the budget adopted by the Unit Owners Association. 
(p)    In its sole discretion, designate from time to time certain Common Elements as "Reserved Common Elements" and impose such restrictions and conditions on the use thereof as the Board of Directors deem appropriate. 
(q)    Furnish the statement required by Section 55 79.97 of the Condominium Act, within ten (10) days after the receipt of a written request therefor from any Unit Owner. 
(r)    Negotiate and adjust with any contractor, subcontractor or Declarant any warranty claims on any Common Element made by or on behalf of any Unit Owner or the Unit Owners' Association. 
(s)    Do such other things and acts not inconsistent with the Condominium Act, the Declaration or these By Laws which the Board of Directors may be authorized to do by a resolution of the Unit Owners Association.

Section 3.    Managing Agent.  The Board of Directors shall employ for the Condominium a "Managing Agent" at a compensation established by the Board of Directors. 
(a)    Requirements.  The Managing Agent shall be a bona fide business enterprise, which may be affiliated with the  Declarant, which manages common interest residential communities.  Such firm shall have a minimum of two (2) years experience in real estate community management. 
(b)    Duties.  The Managing Agent shall perform such duties and services as the Board of Directors shall authorize, including, but not limited to, the duties listed in subparagraphs (a), (c), (d), (e), (h), (i), (j), (k), (l), (m), (q), and (s) of Section 2 of this Article III.  The Board of Directors may delegate to the Managing Agent all of the powers granted to the Board of Directors by these By Laws other than the powers set forth in subparagraphs (b), (f), (n), (o), (p) and (s) of Section 2 of this Article III. The Managing Agent shall perform the obligations, duties and services relating to management of the property, the rights of Mortgagees and the maintenance of reserve funds in compliance with the provisions of these By Laws. 
(c)    Standards.  The Board of Directors shall impose appropriate standards of performance upon the Managing Agent.  Unless the Managing Agent is instructed otherwise by the Board of Directors, the Managing Agent shall comply with the following standards: 
(i)    the cash or accrual method of accounting as defined by generally accepted accounting principles shall be employed;
(ii)    two or more persons shall be responsible for handling cash over $2,500.00 to maintain adequate financial control procedures;
(iii)    cash accounts of the Unit Owners Association shall not be commingled with any other accounts;
(iv)    no remuneration shall be accepted by the Managing Agent from vendors, independent contractors or others providing goods or services to the Unit Owners Association whether in the form of commissions, finders' fees, service fees or otherwise; any discounts received shall benefit the Unit Owners Association;
(v)    any financial or other interest which the Managing Agent may have in any firm providing goods or services to the Unit Owners Association shall be disclosed promptly to the Board of Directors; and
(vi)    a monthly financial report shall be prepared for the Board of Directors disclosing:
(A)    all receipts and disbursements activity for the preceding month; 
(B)    the status of all accounts in an "actual" versus "projected" (budget) format; and
(C)    any actual or pending obligations which are in excess of budgeted amounts by an amount exceeding the operating reserves or ten percent of a major budget category (as distinct from a specific line item in an expanded chart of accounts). 
(d)    Limitations.  Subject to the provisions of Section 55 79.74(B) of the Condominium Act, during the period when persons designated by the Declarant constitute a majority of the Board of Directors, the Board of Directors may employ a Managing Agent for an initial term not to exceed two (2) years.  The Unit Owners Association and the Board of Directors shall not undertake "self management" or fail to employ a Managing Agent without the consent of a Majority Vote of the Unit Owners and the written consent of First Mortgagees together holding sixty six and two thirds percent (66 2/3%) of the mortgages on the Condominium Units (based on one vote per mortgage).  Any contract with a Managing Agent must provide that it may be terminated, without payment of a termination fee, without cause on no more than ninety (90) days written notice and with cause on no more than thirty (30) days written notice.

Section 4.
    Election and Term of Office.  At the first annual meeting of the Unit Owners Association wherein the Board of Directors are to be elected by the Unit Owners Association, the term of office of two (2) members of the Board of Directors shall be fixed at three (3) years, the term of office of two (2) members of the Board of Directors shall be fixed at two (2) years and the term of office of the remaining member of the Board of Directors shall be fixed at one (1) year.  At the expiration of the initial term of office of each member of the initial elected Board of Directors, a successor shall be elected to serve for a term of three (3) years.  The members of the Board of Directors shall hold office until their respective successors shall have been elected and have held their first meeting.

Section 5.    Removal of Members of the Board of Directors.  Except with respect to Directors designated by Declarant, at any regular or special meeting of the Unit Owners Association duly called, (but only at or after the first annual meeting), any one or more of the Board of Directors may be removed with or without cause by a Majority Vote of the Unit Owners and a successor may then and there be elected to fill the vacancy thus created.  Any director whose removal has been proposed by the Unit Owners shall be given at least ten (10) days' notice of the calling of the meeting and the purpose thereof and he shall be given an opportunity to be heard at the meeting.

Section 6.
    Vacancies.  Vacancies in the Board of Directors caused by any reason other than the removal of a director by a vote of the Unit Owners Association shall be filled by election of the Unit Owners at the annual or a special meeting of the Unit Owners Association called pursuant to these By-laws.  Each person so elected shall be a member of the Board of Directors for the remainder of the term of the member being replaced and until a successor shall be elected at the next annual meeting of the Unit Owners Association.  Notwithstanding anything to the contrary in this Section or in the preceding Section 5, during the Declarant Control Period, Declarant shall designate the successor to any resigned or removed member previously designated by the Declarant.

Section 7.
    Organization Meeting.  The date of the first meeting of the members of the Board of Directors elected at the annual meeting of the Unit Owners Association shall be determined by the Board immediately following the Unit Owners Association's meeting and no further notice shall be necessary to the newly elected members of the Board of Directors.  Such meeting shall occur within thirty (30) days. 

Section 8.
    Regular Meetings.  Regular meetings of the Board of Directors may be held at such time and place as shall be determined from time to time by a majority of the directors, but at least once every three (3) months.  Notice of regular meetings of the Board of Directors shall be given to each director personally, by mail or telephone, at least three (3) business days prior to the day named for such meeting. 
Section 9.    Special Meetings.  Special meetings of the Board of Directors may be called by the President on three (3) business days' notice to each director, given personally, by mail or telephone, which notice shall state the time, place and purpose of the meetings.  Special meetings of the Board of Directors shall be called by the President or Secretary in like manner and on like notice on the written request of at least two (2) directors.

Section 10.
    Waiver of Notice.  Any director may, at any time, in writing, waive notice of any meeting of the Board of Directors, and such waiver shall be deemed equivalent to the giving of such notice.  Attendance by a director at any meeting of the Board of Directors shall constitute a waiver of notice by him of the time and place of such meeting.  If all directors are present at any meeting of the Board of Directors, no notice shall be required and any business may be transacted at such meeting. 

Section 11.
    Fidelity Bonds.  The Board of Directors shall require  fidelity bonds for all officers, employees of the Condominium and the Managing Agent handling or responsible for Condominium funds.  The premium of such bonds shall constitute a Common Expense.

Section 12.
    Compensation.  No director shall receive any compensation from the Condominium for exercising his duties and obligations as a director.

Section 13.
    Conduct of Meetings.  The President shall preside over all meetings of the Board of Directors and the Secretary shall keep a Minute Book of the Board of Directors, recording therein all resolutions adopted by the Board of Directors and a record of all transactions and proceedings occurring at such meetings.  Robert's Rules of Order (latest edition) shall govern the conduct of the meetings of the Board of Directors when not in conflict with the Declaration, these By Laws or the Condominium Act.

Section 14.
    Action Without Meeting.  Any action by the Board of Directors required or permitted to be taken 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.

Section 15.    Quorum of Board of Directors.  At all meetings of the Board of Directors a majority of the directors shall constitute a quorum for the transaction of business, and the votes of a majority of the directors present at a meeting at which a quorum is present shall constitute the decision of the Board of Directors.  If at any meeting of the Board of Directors there shall be less than a quorum present, a majority of those present may adjourn and reschedule the meeting.  At any such rescheduled meeting at which a quorum is not present, any business which might have been transacted at the meeting originally called may be transacted without further notice or delay.