BYLAWS OF CEDAR GLEN NORTH ASSOCIATION
Ratified by meeting of a quorum majority of homeowners at 7pm December 19, 2011
ARTICLE I
NAME, MEMBERSHIP, APPLICABILITY AND DEFINITIONS
Section 1.01. Name. The name of the Association shall be the Cedar Glen North Apartment Owners’ Association (hereinafter sometimes referred to as the “Association”).
Section 1.02. Membership. The Association shall have one class of membership, composed of the owners of the apartments comprising the condominium project known as Cedar Glen North (hereinafter sometimes referred to as the “Project”), as more fully set forth in the Declaration of ADCOM, INC., as amended (hereinafter sometimes referred to as the “Declaration”), dated the 13th day of June 1974 and recorded in Volume 109, Pages 582-600 of the City of South Burlington Land Records.
Section 1.03. Applicability. These Bylaws are applicable to all occupants of the Project, be they apartment owners, tenants, subtenants or otherwise. If the Association or the Board of Directors exercises directly against a tenant or subtenant for any violation of the Declaration, these Bylaws, or the Rules and Regulations of Cedar Glen North Association (hereinafter sometimes referred to as the “Rules and Regulations”) the requirements herein for notice and hearing shall apply.
Section 1.04. Definitions. The words used in these Bylaws shall have the same meaning as set forth in said Declaration, unless the context shall prohibit.
ARTICLE II
ASSOCIATION: MEETINGS, NOTICE, VOTING, QUORUM
Section 2.01. Place of Meetings. Meetings of the Association shall be held at the principal office of the Association or at such other suitable place convenient to the members as may be designated by the Board of Directors either in South Burlington, Vermont or as convenient thereto as possible and practical.
Section 2.02. Annual Meetings. The annual meeting of the Association shall be held during the month of October of each year on such day and at such time as set by the Board of Directors.
Section 2.03. Special Meetings. The Association shall hold a special meeting of apartment owners to address any matter affecting the common interest community or the Association if the President, a majority of the Board of Directors, or apartment owners having at least twenty (20) percent of the votes in the Association request that the Secretary call such a meeting. If the Association does not notify apartment owners of a special meeting within thirty (30) days after the requisite number or percentage of apartment owners request the Secretary to do so, the requesting members may directly notify all the apartment owners of the meeting. The notice of any special meeting shall state the date, time, and place of such meeting and the purpose thereof. No business shall be transacted at a special meeting except as stated in the notice.
Section 2.04. Notice of Meetings of the Association. Except for those owners who initially purchased an apartment from the Declarant, any person, on becoming an owner of an apartment, shall furnish to the Board of Directors a photocopy or certified copy of the ownership instrument vesting that person with an interest or ownership in the Unit, which instrument shall remain in the files of the Association. An owner shall not be deemed to be in good standing nor shall he or she be entitled to vote at any annual or at a special meeting of the members unless this requirement is first met.
It shall be the duty of the Secretary to notify the owner(s) of record of each apartment of the time, date and place of each annual or special meeting of the Association not less than ten (10) days or more than thirty (30) days before the meeting date. Notwithstanding this requirement, the minimum time to give notice required by this Section may be reduced or waived for a meeting called to deal with an emergency. The notice of any annual or special meeting must state the items on the agenda, including a statement of the general nature of any proposed amendment to the Declaration or these Bylaws, any budget changes, any proposal to remove an officer or member of the Board of Directors.
The Secretary shall deliver any required notice to any mailing or electronic mail address an apartment owner designates. Otherwise, the Secretary may deliver notices by: (1) hand delivery to each apartment owner; (2) hand delivery, United States mail postage paid, or commercially reasonable delivery service to the mailing address of each apartment; (3) electronic means, if the apartment owner has given the Association an electronic address; or (4) any other method reasonably calculated to provide notice to the apartment owner. The mailing or delivering of a notice of meeting in the manner provided in this Section shall be considered service of notice. The ineffectiveness of a good faith effort to deliver notice by an authorized means does not invalidate action taken at or without a meeting.
Section 2.05. Waiver of Notice. Waiver of notice of meeting of the members shall be deemed the equivalent of proper notice. Any member may, in writing, waive notice of any meeting of the members, either before or after such meeting. Attendance at a meeting by a member, whether in person or by proxy, shall be deemed waiver by such member of notice of the time, date, and place thereof, unless such member specifically objects to lack of proper notice at the time the meeting is called to order. Attendance at a special meeting shall also be deemed waiver of notice of all business transacted thereat unless objection to the calling or convening of the meeting, of which proper notice was not given, is raised before the business is put to a vote.
Section 2.06. Adjournment of Meetings. If any meetings of the Association cannot be held because a quorum is not present, a majority of the members who are present at such meeting, either in person or by proxy, may adjourn the meeting to a time not less than five (5) nor more than thirty (30) days from the time the original meeting was called. At such adjourned meeting at which a quorum is present, any business which might have been transacted at the meeting originally called may be transacted. If a time and place for the adjourned meeting is not fixed by those in attendance at the original meeting, or if for any reason a new date is fixed for the adjourned meeting after adjournment, notice of the time and place of the adjourned meeting shall be given to members in the manner prescribed for regular meetings.
The members present at a duly called or held meeting at which a quorum is present may continue to do business until adjournment, notwithstanding the withdrawal of enough members to leave less than a quorum, provided that any action taken shall be approved by at least a majority of the members required to constitute a quorum.
Section 2.07. Voting (In General). The voting rights of the members shall be on a percentage basis and the percentage of the vote represented by ownership of an apartment is equal to the percentage of undivided interest attributable to each apartment as set forth in the Declaration, and such voting rights provisions are specifically incorporated herein. Apartment owners may vote at a meeting in person, by absentee ballot pursuant to Section 2.08, by a proxy pursuant to Section 2.09 or, when a vote is conducted without a meeting, by electronic or paper ballot pursuant to Section 2.10.
At a meeting of apartment owners, the following requirements apply:
(1) Apartment owners who are present in person may vote by voice vote, show of hands, standing, or any other method for determining the votes of apartment owners, as designated by the person presiding at the meeting.
(2) If only one of multiple owners of an apartment is present, that owner is entitled to cast the entire percentage of the vote attributed to that apartment. If more than one of the owners are present, the percentage of the vote attributed to that apartment may be cast only in accordance with the agreement of a majority in interest of the owners. There is majority agreement if any one of the owners casts the percentage of the vote attributed to the apartment without protest being made promptly to the person presiding over the meeting by any of the other owners of the apartment.
(3) Unless a greater percentage of the vote in the Association is otherwise required under law or by the Declaration, a majority of the votes cast determines the outcome of any action of the association.
Section 2.08. Absentee Ballots. At all meetings of members, an apartment owner may vote by absentee ballot without being present thereat. The Association promptly shall deliver an absentee ballot to an owner that requests it if the request is made at least three (3) days before the scheduled meeting. Votes cast by absentee ballot must be included in the tally of a vote taken at that meeting. When a unit owner votes by absentee ballot, the Association must be able to verify that the ballot is cast by the unit owner having the right to do so.
Section 2.09. Proxies. At all meetings of members, an apartment owner may vote by proxy. The percentage of the vote attributable to an apartment may be cast pursuant to a directed or undirected proxy duly executed by an apartment owner. If an apartment is owned by more than one person, each owner of the apartment may vote or register protest to the casting of votes by the other owner(s) of the apartment through a duly executed proxy. An apartment owner may revoke a proxy given pursuant to this section only by actual notice of revocation to the person presiding over a meeting of the Association.
A proxy is void if it is not dated or purports to be revocable without notice. No person may cast undirected proxies representing more than fifteen percent (15%) of the votes in the Association. A proxy is valid only for the meeting at which it is cast and any recessed session of that meeting. All proxies shall be in writing and filed with the Secretary before the appointed time of each meeting.
Section 2.10. Majority of Owners. As used in these Bylaws, the term majority shall mean that percentage of the vote, owners, or other group as the context may indicate totaling more than fifty percent (50%) of the total number.
Section 2.11. Quorum. Except as otherwise provided in these Bylaws or in the Declaration, a quorum is present throughout any meeting of the apartment owners if persons entitled to cast fifty percent (50%) of the votes in the Association: (1) are present in person or by proxy at the beginning of the meeting; (2) have cast absentee ballots pursuant to Section 2.08 herein which have been delivered to the Secretary in a timely manner; or (3) are present by any combination of the above. Any provision in the Declaration concerning quorums is specifically incorporated herein.
Section 2.12. Conduct of Meetings. The President shall preside over all meetings of the Association, and the Secretary shall keep the minutes of the meeting and record in a minute book all resolutions adopted at the meeting, as well as a record of all transactions occurring thereat. Apartment owners must be given a reasonable opportunity at any meeting to comment regarding any matter affecting the common interest community or the Association. Meetings of the Association may be conducted by telephonic, video, or other conferencing process.
Section 2.13. Action Without a Meeting. The Association may conduct a vote without a meeting. In that event, the Association shall notify the apartment owners that the vote will be taken by ballot. The Association shall deliver a paper or electronic ballot to every apartment owner entitled to vote on the matter. The ballot must set forth each proposed action and provide an opportunity to vote for or against the action.
When the Association delivers the ballots, it shall also: (1) indicate the number of responses needed to meet the quorum requirements; (2) state the percentage of votes necessary to approve each matter; (3) specify the time and date by which a ballot must be delivered to the Association to be counted, which time and date may not be fewer than three (3) days after the date the Association delivers the ballot; and (4) describe the time, date, and manner by which an apartment owner wishing to deliver information to all apartment owners regarding the subject of the vote may do so.
A ballot is not revoked after delivery to the Association by death or disability or attempted revocation by the person that cast that vote. Approval by ballot pursuant to this Section 2.13 is valid only if the number of votes cast by ballot equals or exceeds the quorum required to be present at a meeting authorizing the action.
ARTICLE III
BOARD OF DIRECTORS; NUMBER, POWERS, MEETINGS
Section 3.01. Governing Body; Composition. The affairs of the Association shall be governed by a Board of Directors. The Directors shall be owners of apartments in the Project.
Section 3.02. Number of Directors. The number of Directors in the Association shall consist of three (3) members. Each member shall serve a term of three years.
Section 3.03. Selection, Election and Term of Office. At the first annual meeting of the membership and at each annual meeting of the membership thereafter, Directors shall be elected for three year terms by a majority. Directors shall hold office until their successors have been elected and hold their first meeting.
Section 3.04. Removal of Directors. At any regular or special meeting of the Association duly called at which a quorum is present, apartment owners present in person, by absentee ballot or by proxy may remove any member of the Board of Directors, with or without cause, if the number of votes cast in favor of removal exceeds the number of votes cast in opposition to removal, and a successor may then and there be elected to fill the vacancy thus created. A Director whose removal has been proposed by the owners of apartments shall be given at least ten (10) days' notice of the calling of the meeting and the purpose thereof and shall be given an opportunity to be heard at the meeting.
The apartment owners may not consider whether to remove a member of the Board of Directors at a meeting of the apartment owners unless that subject was listed in the notice of the meeting.
In the event of death or resignation of a Director, his or her successor shall be selected by a majority of the remaining members of the Board and shall serve for the unexpired term of the predecessor.
Section 3.05. Vacancies. Vacancies in the Board of Directors caused by any reason, excluding the removal of a Director by vote of the Association, shall be filled by a vote of the majority of the remaining Directors, even through less than a quorum, at any meeting of the Board. Each person so elected shall serve until a successor is elected at the next regularly scheduled meeting of the Association.
Section 3.06. Voting Procedure for Directors. At the election for the Board of Directors, apartment owners present in person, by absentee ballot or by proxy may cast, with respect to each vacancy, as many votes as they are entitled to exercise under the provisions of the Declaration. The person(s) receiving the largest number of votes shall be elected. Voting for Directors shall be by secret written ballot.
Section 3.07. Notice of Meetings of the Board of Directors. Notice of the time and place of meetings shall be communicated to Directors and all other apartment owners not less than ten (10) days prior to the meeting, unless the meeting is included in a schedule given to the apartment owners or the meeting is called to deal with an emergency. Notice may be effected by any means set forth in Section 2.04 herein. For purposes of this Article III, a gathering of Board members at which the Board members do not conduct Association business is not a meeting of the Board.
Section 3.08. Organization Meetings. The first meeting of the members of the Board of Directors following each annual meeting of the membership shall be held immediately upon adjournment of the annual meeting.
Section 3.09. 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 the President or a majority of the Directors, but at least four (4) such meetings shall be held during each fiscal year with at least one (1) per quarter.
Section 3.10. Special Meetings. Special meetings of the Board of Directors shall be held when called by written notice signed by the President or by any two (2) Directors.
Section 3.11. Waiver of Notice. The transactions of any meeting of the Board of Directors, however called and noticed or wherever held, shall be as valid as though taken at a meeting duly held after regular call and notice if (a) a quorum is present, and (b) either before or after the meeting each of the Directors not present signs a written waiver of notice, a consent to holding the meeting, or an approval of the minutes. The waiver of notice or consent need not specify the purpose of the meeting. Notice of a meeting shall also be deemed given to any Director who attends the meeting without protesting before or at its commencement about the lack of adequate notice.
Section 3.12. 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. A meeting at which a quorum is initially present may continue to transact business, notwithstanding the withdrawal of Directors, if any action taken is approved by at least a majority of the required quorum for that meeting. At such adjourned meeting at which a quorum is present, any business which might have been transacted at the meeting originally called may be transacted without further notice.
Section 3.13. Compensation. No Director shall receive compensation from the Association for acting as such unless approved by a majority vote of the total vote of the Association at a regular or special meeting of the Association.
Section 3.14. 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. The Board may meet by telephonic, video, or other conferencing process if: (1) the meeting notice states the conferencing process to be used and provides information explaining how unit owners may participate in the conference directly or by meeting at a central location or conference connection; and (2) the process provides all apartment owners the opportunity to hear or perceive the discussion and to comment as provided in Section 3.15 herein.
Section 3.15. Open Meetings. All meetings of the Board shall be open to all members, except during executive sessions, and members shall be provided with a reasonable opportunity to comment regarding any matter affecting the common interest community or the Association, but members other than Directors may not participate in any discussion or deliberation unless expressly so authorized by a majority of quorum of the Board. If any materials are distributed to the Board before the meeting, the Board at the same time shall make copies of those materials reasonably available to apartment owners, except that the Board need not make available copies of unapproved minutes or materials that are to be considered in executive session. The Board and its members may not use incidental or social gatherings of Board members or any other method to evade the open meeting requirements of this Section 3.15.
Section 3.16. Executive Session. The Board may, with approval of a majority of a quorum, adjourn a meeting and reconvene in executive session only to: (1) consult with the Association’s attorney concerning legal matters; (2) discuss existing or potential litigation, mediation, arbitration, or administrative proceedings; (3) discuss labor or personnel matters; (4) discuss contracts, leases, and other commercial transactions to purchase or provide goods or services currently being negotiated, including the review of bids or proposals, if premature general knowledge of those matters would place the Association at a disadvantage; or (5) prevent public knowledge of the matter to be discussed if the Board determines that public knowledge would violate the privacy of any person. The nature of any and all business to be considered in executive session shall first be announced in open session.
Section 3.17. Action Without a Formal Meeting. Any ministerial action or any implementation of an action previously taken at a meeting of the Board may be effected without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all the Directors. The Secretary shall promptly give notice to all apartment owners of any action taken by such unanimous consent. As set forth in Vermont law, even if an action by the Board is not in compliance with this Section 3.17, it is valid unless set aside by a court. A challenge to the validity of an action of the Board for failure to comply with this Section 3.17 may not be brought more than sixty (60) days after the minutes of the Board of the meeting at which the action was taken are approved or the record of that action is distributed to apartment owners, whichever is later.
Section 3.18. Powers. The Board of Directors shall be responsible for the affairs of the Association and shall have all the powers and duties necessary for the administration of the Association's affairs and, as provided by law, may do all acts and things as are not by the Declaration or these Bylaws directed to be done and exercised exclusively by the members.
The Board of Directors shall delegate to one of its members the authority to act on behalf of the Board of Directors on all matters relating to the duties of the Managing Agent or Manager, if any, which might arise between meetings of the Board of Directors.
In addition to the duties imposed by these Bylaws or by any resolution of the Association that may be hereafter adopted, the Board of Directors shall have the power to and be responsible for the following, in way of explanation, but limitation:
(a) Preparation and adoption of an annual budget in which there shall be established the contribution of each owner of an apartment for the annual assessment.
(b) Making assessments to defray the expenses related to Common Elements and Limited Common Elements, establishing the means and methods of collecting such assessments, and establishing the period of the installment payments of the annual assessment; (Unless otherwise determined by the Board of Directors, the annual assessment against the proportionate share of the 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 said month.)
(c) Providing for the operation, care, upkeep, and maintenance of the Common Elements and the Limited Common Elements:
(d) Designating, hiring, and dismissing the personnel necessary for the maintenance, operation, repair, and replacement of the Association, its property, and the Limited Common Elements and the Common Elements and, where appropriate, providing 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;
(e) Collecting the assessments, depositing the proceeds thereof in a bank depository which it shall approve, and using the proceeds to administer the Association;
(f) Opening of bank accounts on behalf of the Association and designating the signatories required;
(g) Making or contracting for the making of repairs, additions, and improvements to or alterations of the Common Elements or Limited Common Elements in accordance with the other provisions of the Declaration and these Bylaws after damage or destruction by fire or other casualty;
(h) Enforcing by legal means the provisions of the Declaration, these Bylaws, and the Rules and Regulations and bringing any proceedings which may be instituted on behalf of or against the owners concerning the Association;
(i) Obtaining and carrying insurance against casualties and liabilities, as provided in the Declaration, and paying the premium cost thereof;
(j) Paying the cost of all services rendered to the Association or its members and not chargeable to owners;
(k) Keeping books with detailed accounts of the receipts and expenditures affecting the Association and its administration, specifying the maintenance and repair expenses and any other expenses incurred. The said books and vouchers accrediting the entries thereupon shall be available for examination by the owners and mortgagees, their duly authorized agents, accountants, or attorneys, during reasonable business hours or at a mutually convenient time and location;
(l) Make available to any prospective purchaser of an apartment, any owner of an apartment, any first Mortgagee, and the Holders, Insurers, and Guarantors of a first Mortgage on any apartment current copies of the Declaration, the Bylaws, rules governing the apartment, and all other books, records, and financial statements of the Association.
Section 3.19. Management Agent.
(a) The Board of Directors may employ for the Association a professional management agent or agents at a compensation established by the Board of Directors to perform such duties and services as the Board of Directors shall authorize. The Board of Directors may delegate to the managing agent or manager, subject to the Board's supervision, all the powers granted to the Board of Directors by these Bylaws, other than the powers set forth in subparagraphs (a), (b), (f), (g), and (k) of Section 3.18 of this Article. The Declarant, or an affiliate of the Declarant, may be employed as managing agent or manager.
(b) No management contract may have a term in excess of three (3) years and must permit termination by either party without cause and without termination fee on ninety (90) days or greater written notice.
Section 3.20. Accounts and Reports. The following management standards of performance will be followed unless the Board by resolution specifically determines otherwise:
(a) Cash accounts of the Association shall not be commingled with any other accounts;
(b) No remuneration shall be accepted by the Managing Agent from vendors, independent contractors, or others providing goods or services to the Association, whether in the form of commissions, finder's fees, service fees, prizes, gifts, or otherwise; any thing of value received shall benefit the Association; and
(c) Any financial or other interest which the Managing Agent may have in any firm providing goods or services to the Association shall be disclosed promptly to the Board of Directors.
Section 3.21. Common or Interested Directors.
No contract or other transaction between the Association and one or more of its Directors, or between the Association and any corporation, form of association (including the Declarant) in which one or more of the Directors are directors or officers or are pecuniarily or otherwise interested, is either void or voidable because such Director or Directors are present at the meeting of the Board of Directors or any committee thereof which authorizes or approves the contract or transaction, or because his or their votes are counted for such purpose, if the fact of the common directors or interest is disclosed or known to the Board of Directors or a majority thereof or noted in the minutes, and the Board of Directors authorizes, approves or ratifies such contract or transaction by a vote sufficient for the purpose.
Common or interested Directors may be counted in determining the presence of a quorum of any meeting of the determining the presence of a quorum Board of Directors or committee thereof which authorizes, approves, or ratifies any contract or transaction, and may vote to authorize any contract or transaction with like force and effect as if he were not such director or officer of such other corporation or not so interested.
Section 3.22. Hearing Procedure. The Board shall not impose a fine, suspend voting, or infringe upon any other rights of a member or other occupant for violations of rules unless and until the following procedure is followed:
(a) Demand. Written demand to cease and desist from alleged violation shall be served upon the alleged violator specifying:
(i) The alleged violation;
(ii) The action required to abate the violation; and
(iii) A time period, not less than ten (10) days, during which the violation may be abated without further sanction, if such violation is a continuing one, or a statement that any further violation of the same rule may result in the imposition of a sanction after notice and hearing if the violation is not continuing.
(b) Notice. At any time within twelve (12) months of such demand, if the violation continues past the period allowed in the demand for abatement without penalty or if the same rule is subsequently violated, the Board or its delegate shall serve the violator with written notice of a hearing to be held by the Covenants Committee in executive session. The notice shall contain:
(i) The nature of the alleged violation;
(ii) The time and place of the hearing, which time shall not be less than ten (10) days from the giving of the notice;
(iii) An invitation to attend the hearing and produce any statement, evidence, and witness on his or her behalf; and
(iv) The proposed sanction to be imposed.
(c) Hearing. The hearing shall be held in executive session pursuant to this notice affording the member a reasonable opportunity to be heard. Prior to the effectiveness of any sanction hereunder, proof of notice and the invitation to be heard shall be placed in the minutes of the meeting. Such proofs shall be deemed adequate if a copy of the notice, together with a statement of the date and manner of delivery, is entered by the officer, Director, or agent who delivered such notice. The notice requirement shall be deemed satisfied if the alleged violator appears at the meeting. The minutes of the meeting shall contain a written statement of the results of the hearing and the sanction, if any, imposed.
(d) Appeal. Following a hearing before the Covenants Committee, the violator shall have the right to appeal the decision to the Board of Directors. To perfect this right, a written notice of appeal must be received by the Manager, President, or Secretary of the Association within thirty (30) days after the hearing date. The hearing by the Board of Directors shall be de novo.
3.23. Prohibited Acts.
The Board of Directors shall not take any of the following actions except with the written consent of a majority of the total votes of the Association:
(a) Paying compensation to members of the Board or to the officers of the Association for services performed in the conduct of the Association's business; provided, however, the Board may cause a Member of officer to be reimbursed for expenses incurred in carrying on the business of the Association.
ARTICLE IV
OFFICERS
Section 4.01. Officers. The officers of the Association shall be a President, Secretary, and Treasurer. Any two or more offices may be held by the same person, excepting the offices of President and Secretary. The President and Treasurer shall be elected from among the members of the Board of Directors.
Section 4.02. Election, Term of Office, and Vacancies. The officers of the Association shall be elected annually by the Board of Directors at the first meeting of the Board of Directors following each annual meeting of the members, as herein set forth in Article III. A vacancy in any office arising because of death, resignation, removal, or otherwise may be filled by the Board of Directors for the unexpired portion of the term.
Section 4.03. Removal. Any officer may be removed by the Board of Directors whenever in its judgment the best interests of the Association will be served thereby.
Section 4.04. Powers and Duties. The officers of the Association shall each have such powers and duties as generally pertain to their respective offices, as well as such powers and duties as may from time to time be specifically conferred or imposed by the Board of Directors. The President shall be the chief executive officer of the Association and shall have all the general powers and duties vested in such office, including but not limited to the power to appoint committees. The Secretary shall keep the minutes of all meetings of the Board of Directors and the minutes of all meetings of the Association. The Secretary shall have charge of the Minute Book wherein Resolutions shall be recorded and shall perform all other duties incident to such office. The Secretary shall prepare, execute, certify, and record amendments to the Declaration on behalf of the Association. The Treasurer shall have the primary responsibility for the preparation of the budget as provided for in the Declaration and may delegate all or part of the preparation and notification duties to a finance committee, management agent, or both. The Treasurer shall have responsibility for Association funds and securities and shall be responsible for keeping books with detailed accounts of the receipts and expenditures affecting the Association. The Treasurer shall be responsible for the deposit of all monies and other valuable effects in the name, and to the credit, of the Association in such depositories as may from time to time be designated by the Board of Directors.
Section 4.05. Resignation. Any officer may resign at any time by giving written notice to the Board of Directors, the President, or the Secretary. Such resignation shall take effect on the date of the receipt of such notice or at any later time specified therein, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
Section 4.06. Agreements, Contracts, Deeds, Leases, Checks. All agreements, contracts, deeds, leases, checks, and other instruments of the Association shall be executed by any one (1) officer or by such other person or persons as may be designated by resolution of the Board of Directors.
ARTICLE V
LIABILITY AND INDEMNIFICATION OF OFFICERS AND DIRECTORS
Section 5.01. Liability and Indemnification of Officers and Directors. The Association shall indemnify every officer and Director against any and all expenses, including counsel fees, reasonably incurred by or imposed upon any officer or Director in connection with any action, suit, or other proceeding (including the settlement of any such suit or proceeding if approved by the then Board of Directors) to which he may be made a party by reason of being or having been an officer or Director, whether or not such person is an officer or Director at the time such expenses are incurred. The officers and Directors shall not be liable to the apartment owners for any mistake of judgment, negligence, or otherwise, except for their own individual willful misconduct or bad faith. The officers and Directors of the Association shall have no personal liability with respect to any contract or other personal liability with respect to any contract or other commitment made by them, in good faith, on behalf of the Association or the owners (except to the extent that such officers or Directors are also owners of apartments) and the Association shall indemnify and forever hold such officer and Director free and harmless against any and all liability to others on account of any such contract or commitment. Any right to indemnification provided for herein shall be in addition to and not exclusive of any other rights to which any officer or Director, or former officer may be entitled.
ARTICLE VI
COMMITTEES
Section 6.01. General. Committees to perform such tasks and to serve for such periods as may be designated by a resolution adopted by a majority of the Directors present at a meeting at which a quorum is present are hereby authorized. Such committees shall perform such duties and have such powers as may be provided in the resolution. Each committee shall be composed and shall operate in accordance with the terms of the resolution of the Board of Directors designating the committee or with rules adopted by the Board of Directors. Any committees of the Association shall be subject to the notice and open meeting requirements set forth in Article III herein.
Section 6.02. Covenants Committee. The Board of Directors may appoint a Covenants Committee consisting of at least three (3) and no more than five (5) members. Acting in accordance with the provisions of the Declaration, these Bylaws, and resolutions the Board may adopt, the Covenants Committee shall be the hearing tribunal of the Association. If no Covenants Committee is established, the Board of Directors shall exercise all its duties and functions.
ARTICLE VII
MISCELLANEOUS
Section 7.01. Fiscal Year. The fiscal year of the Association shall be set by resolution of the Board of Directors.
Section 7.02. Parliamentary Rules. Except as may be modified by Board resolution establishing modified procedures, Robert's Rules of Order Newly Revised shall govern the conduct of Association proceedings when not in conflict with Vermont law, the Articles of Incorporation, the Declaration, or these Bylaws.
Section 7.03. Conflicts. If there are conflicts or inconsistencies between the provisions of Vermont law, the Articles of Incorporation, the Declaration, and these Bylaws, then the provisions of Vermont law, the Declaration, the Articles of Incorporation, and the Bylaws (in that order) shall prevail.
Section 7.04. Books and Records.
(a) Inspection by Members. The membership register, books of account, and minutes of meetings of the members, the Board, and committees shall be made available for inspection and copying by any member of the Association or by his or her duly appointed representative during reasonable business hours or at a mutually convenient time and location;
(b) Rules for Inspection. The Board shall establish reasonable rules with respect to:
(i) Notice to be given to the custodian of the records by the member desiring to make the inspection;
(ii) Hours and days of the week when such an inspection may be made; and
(iii) Payment of the cost of reproducing copies of documents requested by a member.
(c) Inspection by Directors. Every Director shall have the absolute right at any reasonable time to inspect all books, records, and documents of the Association and the physical properties owned or controlled by the Association. The right of inspection by a Director includes the right to make extracts and copies of documents at the expense of the Association.
Section 7.05. Notices.
Unless otherwise provided in these Bylaws, all notices, demands, bills, statements, or other communications under these Bylaws shall be in writing and shall be deemed to have been duly given if delivered personally or if sent by registered or certified mail, return receipt requested, first class postage prepaid:
(a) If to a member, at the address which the member has designated in writing and filed with the Secretary or, if no such address has been designated, at the address of the Unit of such owner; or
(b) If to the Association, the Board of Directors, or the Managing Agent, at the principal office of the Association or the Managing Agent, if any, or at such other address as shall be designated by the notice in writing to the owners pursuant to this Section.
Section 7.06. Amendment.
These Bylaws may be amended only by the affirmative vote (in person, by absentee ballot or by proxy) or written consent of members representing a majority of the total votes of the Association.
Section 7.07. Audit.
The Owners, by a majority vote, may require that the accounts of the Association be audited as a common expense by a public accountant. Upon written request of any institutional holder of a first mortgage, such holder shall be entitled to receive a copy of any financial statement within ninety (90) days after the end of each fiscal year.
Ratified by meeting of a quorum majority of homeowners at 7pm December 19, 2011
Ratified by meeting of a quorum majority of homeowners at 7pm December 19, 2011
ARTICLE I
NAME, MEMBERSHIP, APPLICABILITY AND DEFINITIONS
Section 1.01. Name. The name of the Association shall be the Cedar Glen North Apartment Owners’ Association (hereinafter sometimes referred to as the “Association”).
Section 1.02. Membership. The Association shall have one class of membership, composed of the owners of the apartments comprising the condominium project known as Cedar Glen North (hereinafter sometimes referred to as the “Project”), as more fully set forth in the Declaration of ADCOM, INC., as amended (hereinafter sometimes referred to as the “Declaration”), dated the 13th day of June 1974 and recorded in Volume 109, Pages 582-600 of the City of South Burlington Land Records.
Section 1.03. Applicability. These Bylaws are applicable to all occupants of the Project, be they apartment owners, tenants, subtenants or otherwise. If the Association or the Board of Directors exercises directly against a tenant or subtenant for any violation of the Declaration, these Bylaws, or the Rules and Regulations of Cedar Glen North Association (hereinafter sometimes referred to as the “Rules and Regulations”) the requirements herein for notice and hearing shall apply.
Section 1.04. Definitions. The words used in these Bylaws shall have the same meaning as set forth in said Declaration, unless the context shall prohibit.
ARTICLE II
ASSOCIATION: MEETINGS, NOTICE, VOTING, QUORUM
Section 2.01. Place of Meetings. Meetings of the Association shall be held at the principal office of the Association or at such other suitable place convenient to the members as may be designated by the Board of Directors either in South Burlington, Vermont or as convenient thereto as possible and practical.
Section 2.02. Annual Meetings. The annual meeting of the Association shall be held during the month of October of each year on such day and at such time as set by the Board of Directors.
Section 2.03. Special Meetings. The Association shall hold a special meeting of apartment owners to address any matter affecting the common interest community or the Association if the President, a majority of the Board of Directors, or apartment owners having at least twenty (20) percent of the votes in the Association request that the Secretary call such a meeting. If the Association does not notify apartment owners of a special meeting within thirty (30) days after the requisite number or percentage of apartment owners request the Secretary to do so, the requesting members may directly notify all the apartment owners of the meeting. The notice of any special meeting shall state the date, time, and place of such meeting and the purpose thereof. No business shall be transacted at a special meeting except as stated in the notice.
Section 2.04. Notice of Meetings of the Association. Except for those owners who initially purchased an apartment from the Declarant, any person, on becoming an owner of an apartment, shall furnish to the Board of Directors a photocopy or certified copy of the ownership instrument vesting that person with an interest or ownership in the Unit, which instrument shall remain in the files of the Association. An owner shall not be deemed to be in good standing nor shall he or she be entitled to vote at any annual or at a special meeting of the members unless this requirement is first met.
It shall be the duty of the Secretary to notify the owner(s) of record of each apartment of the time, date and place of each annual or special meeting of the Association not less than ten (10) days or more than thirty (30) days before the meeting date. Notwithstanding this requirement, the minimum time to give notice required by this Section may be reduced or waived for a meeting called to deal with an emergency. The notice of any annual or special meeting must state the items on the agenda, including a statement of the general nature of any proposed amendment to the Declaration or these Bylaws, any budget changes, any proposal to remove an officer or member of the Board of Directors.
The Secretary shall deliver any required notice to any mailing or electronic mail address an apartment owner designates. Otherwise, the Secretary may deliver notices by: (1) hand delivery to each apartment owner; (2) hand delivery, United States mail postage paid, or commercially reasonable delivery service to the mailing address of each apartment; (3) electronic means, if the apartment owner has given the Association an electronic address; or (4) any other method reasonably calculated to provide notice to the apartment owner. The mailing or delivering of a notice of meeting in the manner provided in this Section shall be considered service of notice. The ineffectiveness of a good faith effort to deliver notice by an authorized means does not invalidate action taken at or without a meeting.
Section 2.05. Waiver of Notice. Waiver of notice of meeting of the members shall be deemed the equivalent of proper notice. Any member may, in writing, waive notice of any meeting of the members, either before or after such meeting. Attendance at a meeting by a member, whether in person or by proxy, shall be deemed waiver by such member of notice of the time, date, and place thereof, unless such member specifically objects to lack of proper notice at the time the meeting is called to order. Attendance at a special meeting shall also be deemed waiver of notice of all business transacted thereat unless objection to the calling or convening of the meeting, of which proper notice was not given, is raised before the business is put to a vote.
Section 2.06. Adjournment of Meetings. If any meetings of the Association cannot be held because a quorum is not present, a majority of the members who are present at such meeting, either in person or by proxy, may adjourn the meeting to a time not less than five (5) nor more than thirty (30) days from the time the original meeting was called. At such adjourned meeting at which a quorum is present, any business which might have been transacted at the meeting originally called may be transacted. If a time and place for the adjourned meeting is not fixed by those in attendance at the original meeting, or if for any reason a new date is fixed for the adjourned meeting after adjournment, notice of the time and place of the adjourned meeting shall be given to members in the manner prescribed for regular meetings.
The members present at a duly called or held meeting at which a quorum is present may continue to do business until adjournment, notwithstanding the withdrawal of enough members to leave less than a quorum, provided that any action taken shall be approved by at least a majority of the members required to constitute a quorum.
Section 2.07. Voting (In General). The voting rights of the members shall be on a percentage basis and the percentage of the vote represented by ownership of an apartment is equal to the percentage of undivided interest attributable to each apartment as set forth in the Declaration, and such voting rights provisions are specifically incorporated herein. Apartment owners may vote at a meeting in person, by absentee ballot pursuant to Section 2.08, by a proxy pursuant to Section 2.09 or, when a vote is conducted without a meeting, by electronic or paper ballot pursuant to Section 2.10.
At a meeting of apartment owners, the following requirements apply:
(1) Apartment owners who are present in person may vote by voice vote, show of hands, standing, or any other method for determining the votes of apartment owners, as designated by the person presiding at the meeting.
(2) If only one of multiple owners of an apartment is present, that owner is entitled to cast the entire percentage of the vote attributed to that apartment. If more than one of the owners are present, the percentage of the vote attributed to that apartment may be cast only in accordance with the agreement of a majority in interest of the owners. There is majority agreement if any one of the owners casts the percentage of the vote attributed to the apartment without protest being made promptly to the person presiding over the meeting by any of the other owners of the apartment.
(3) Unless a greater percentage of the vote in the Association is otherwise required under law or by the Declaration, a majority of the votes cast determines the outcome of any action of the association.
Section 2.08. Absentee Ballots. At all meetings of members, an apartment owner may vote by absentee ballot without being present thereat. The Association promptly shall deliver an absentee ballot to an owner that requests it if the request is made at least three (3) days before the scheduled meeting. Votes cast by absentee ballot must be included in the tally of a vote taken at that meeting. When a unit owner votes by absentee ballot, the Association must be able to verify that the ballot is cast by the unit owner having the right to do so.
Section 2.09. Proxies. At all meetings of members, an apartment owner may vote by proxy. The percentage of the vote attributable to an apartment may be cast pursuant to a directed or undirected proxy duly executed by an apartment owner. If an apartment is owned by more than one person, each owner of the apartment may vote or register protest to the casting of votes by the other owner(s) of the apartment through a duly executed proxy. An apartment owner may revoke a proxy given pursuant to this section only by actual notice of revocation to the person presiding over a meeting of the Association.
A proxy is void if it is not dated or purports to be revocable without notice. No person may cast undirected proxies representing more than fifteen percent (15%) of the votes in the Association. A proxy is valid only for the meeting at which it is cast and any recessed session of that meeting. All proxies shall be in writing and filed with the Secretary before the appointed time of each meeting.
Section 2.10. Majority of Owners. As used in these Bylaws, the term majority shall mean that percentage of the vote, owners, or other group as the context may indicate totaling more than fifty percent (50%) of the total number.
Section 2.11. Quorum. Except as otherwise provided in these Bylaws or in the Declaration, a quorum is present throughout any meeting of the apartment owners if persons entitled to cast fifty percent (50%) of the votes in the Association: (1) are present in person or by proxy at the beginning of the meeting; (2) have cast absentee ballots pursuant to Section 2.08 herein which have been delivered to the Secretary in a timely manner; or (3) are present by any combination of the above. Any provision in the Declaration concerning quorums is specifically incorporated herein.
Section 2.12. Conduct of Meetings. The President shall preside over all meetings of the Association, and the Secretary shall keep the minutes of the meeting and record in a minute book all resolutions adopted at the meeting, as well as a record of all transactions occurring thereat. Apartment owners must be given a reasonable opportunity at any meeting to comment regarding any matter affecting the common interest community or the Association. Meetings of the Association may be conducted by telephonic, video, or other conferencing process.
Section 2.13. Action Without a Meeting. The Association may conduct a vote without a meeting. In that event, the Association shall notify the apartment owners that the vote will be taken by ballot. The Association shall deliver a paper or electronic ballot to every apartment owner entitled to vote on the matter. The ballot must set forth each proposed action and provide an opportunity to vote for or against the action.
When the Association delivers the ballots, it shall also: (1) indicate the number of responses needed to meet the quorum requirements; (2) state the percentage of votes necessary to approve each matter; (3) specify the time and date by which a ballot must be delivered to the Association to be counted, which time and date may not be fewer than three (3) days after the date the Association delivers the ballot; and (4) describe the time, date, and manner by which an apartment owner wishing to deliver information to all apartment owners regarding the subject of the vote may do so.
A ballot is not revoked after delivery to the Association by death or disability or attempted revocation by the person that cast that vote. Approval by ballot pursuant to this Section 2.13 is valid only if the number of votes cast by ballot equals or exceeds the quorum required to be present at a meeting authorizing the action.
ARTICLE III
BOARD OF DIRECTORS; NUMBER, POWERS, MEETINGS
Section 3.01. Governing Body; Composition. The affairs of the Association shall be governed by a Board of Directors. The Directors shall be owners of apartments in the Project.
Section 3.02. Number of Directors. The number of Directors in the Association shall consist of three (3) members. Each member shall serve a term of three years.
Section 3.03. Selection, Election and Term of Office. At the first annual meeting of the membership and at each annual meeting of the membership thereafter, Directors shall be elected for three year terms by a majority. Directors shall hold office until their successors have been elected and hold their first meeting.
Section 3.04. Removal of Directors. At any regular or special meeting of the Association duly called at which a quorum is present, apartment owners present in person, by absentee ballot or by proxy may remove any member of the Board of Directors, with or without cause, if the number of votes cast in favor of removal exceeds the number of votes cast in opposition to removal, and a successor may then and there be elected to fill the vacancy thus created. A Director whose removal has been proposed by the owners of apartments shall be given at least ten (10) days' notice of the calling of the meeting and the purpose thereof and shall be given an opportunity to be heard at the meeting.
The apartment owners may not consider whether to remove a member of the Board of Directors at a meeting of the apartment owners unless that subject was listed in the notice of the meeting.
In the event of death or resignation of a Director, his or her successor shall be selected by a majority of the remaining members of the Board and shall serve for the unexpired term of the predecessor.
Section 3.05. Vacancies. Vacancies in the Board of Directors caused by any reason, excluding the removal of a Director by vote of the Association, shall be filled by a vote of the majority of the remaining Directors, even through less than a quorum, at any meeting of the Board. Each person so elected shall serve until a successor is elected at the next regularly scheduled meeting of the Association.
Section 3.06. Voting Procedure for Directors. At the election for the Board of Directors, apartment owners present in person, by absentee ballot or by proxy may cast, with respect to each vacancy, as many votes as they are entitled to exercise under the provisions of the Declaration. The person(s) receiving the largest number of votes shall be elected. Voting for Directors shall be by secret written ballot.
Section 3.07. Notice of Meetings of the Board of Directors. Notice of the time and place of meetings shall be communicated to Directors and all other apartment owners not less than ten (10) days prior to the meeting, unless the meeting is included in a schedule given to the apartment owners or the meeting is called to deal with an emergency. Notice may be effected by any means set forth in Section 2.04 herein. For purposes of this Article III, a gathering of Board members at which the Board members do not conduct Association business is not a meeting of the Board.
Section 3.08. Organization Meetings. The first meeting of the members of the Board of Directors following each annual meeting of the membership shall be held immediately upon adjournment of the annual meeting.
Section 3.09. 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 the President or a majority of the Directors, but at least four (4) such meetings shall be held during each fiscal year with at least one (1) per quarter.
Section 3.10. Special Meetings. Special meetings of the Board of Directors shall be held when called by written notice signed by the President or by any two (2) Directors.
Section 3.11. Waiver of Notice. The transactions of any meeting of the Board of Directors, however called and noticed or wherever held, shall be as valid as though taken at a meeting duly held after regular call and notice if (a) a quorum is present, and (b) either before or after the meeting each of the Directors not present signs a written waiver of notice, a consent to holding the meeting, or an approval of the minutes. The waiver of notice or consent need not specify the purpose of the meeting. Notice of a meeting shall also be deemed given to any Director who attends the meeting without protesting before or at its commencement about the lack of adequate notice.
Section 3.12. 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. A meeting at which a quorum is initially present may continue to transact business, notwithstanding the withdrawal of Directors, if any action taken is approved by at least a majority of the required quorum for that meeting. At such adjourned meeting at which a quorum is present, any business which might have been transacted at the meeting originally called may be transacted without further notice.
Section 3.13. Compensation. No Director shall receive compensation from the Association for acting as such unless approved by a majority vote of the total vote of the Association at a regular or special meeting of the Association.
Section 3.14. 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. The Board may meet by telephonic, video, or other conferencing process if: (1) the meeting notice states the conferencing process to be used and provides information explaining how unit owners may participate in the conference directly or by meeting at a central location or conference connection; and (2) the process provides all apartment owners the opportunity to hear or perceive the discussion and to comment as provided in Section 3.15 herein.
Section 3.15. Open Meetings. All meetings of the Board shall be open to all members, except during executive sessions, and members shall be provided with a reasonable opportunity to comment regarding any matter affecting the common interest community or the Association, but members other than Directors may not participate in any discussion or deliberation unless expressly so authorized by a majority of quorum of the Board. If any materials are distributed to the Board before the meeting, the Board at the same time shall make copies of those materials reasonably available to apartment owners, except that the Board need not make available copies of unapproved minutes or materials that are to be considered in executive session. The Board and its members may not use incidental or social gatherings of Board members or any other method to evade the open meeting requirements of this Section 3.15.
Section 3.16. Executive Session. The Board may, with approval of a majority of a quorum, adjourn a meeting and reconvene in executive session only to: (1) consult with the Association’s attorney concerning legal matters; (2) discuss existing or potential litigation, mediation, arbitration, or administrative proceedings; (3) discuss labor or personnel matters; (4) discuss contracts, leases, and other commercial transactions to purchase or provide goods or services currently being negotiated, including the review of bids or proposals, if premature general knowledge of those matters would place the Association at a disadvantage; or (5) prevent public knowledge of the matter to be discussed if the Board determines that public knowledge would violate the privacy of any person. The nature of any and all business to be considered in executive session shall first be announced in open session.
Section 3.17. Action Without a Formal Meeting. Any ministerial action or any implementation of an action previously taken at a meeting of the Board may be effected without a meeting if a consent in writing, setting forth the action so taken, shall be signed by all the Directors. The Secretary shall promptly give notice to all apartment owners of any action taken by such unanimous consent. As set forth in Vermont law, even if an action by the Board is not in compliance with this Section 3.17, it is valid unless set aside by a court. A challenge to the validity of an action of the Board for failure to comply with this Section 3.17 may not be brought more than sixty (60) days after the minutes of the Board of the meeting at which the action was taken are approved or the record of that action is distributed to apartment owners, whichever is later.
Section 3.18. Powers. The Board of Directors shall be responsible for the affairs of the Association and shall have all the powers and duties necessary for the administration of the Association's affairs and, as provided by law, may do all acts and things as are not by the Declaration or these Bylaws directed to be done and exercised exclusively by the members.
The Board of Directors shall delegate to one of its members the authority to act on behalf of the Board of Directors on all matters relating to the duties of the Managing Agent or Manager, if any, which might arise between meetings of the Board of Directors.
In addition to the duties imposed by these Bylaws or by any resolution of the Association that may be hereafter adopted, the Board of Directors shall have the power to and be responsible for the following, in way of explanation, but limitation:
(a) Preparation and adoption of an annual budget in which there shall be established the contribution of each owner of an apartment for the annual assessment.
(b) Making assessments to defray the expenses related to Common Elements and Limited Common Elements, establishing the means and methods of collecting such assessments, and establishing the period of the installment payments of the annual assessment; (Unless otherwise determined by the Board of Directors, the annual assessment against the proportionate share of the 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 said month.)
(c) Providing for the operation, care, upkeep, and maintenance of the Common Elements and the Limited Common Elements:
(d) Designating, hiring, and dismissing the personnel necessary for the maintenance, operation, repair, and replacement of the Association, its property, and the Limited Common Elements and the Common Elements and, where appropriate, providing 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;
(e) Collecting the assessments, depositing the proceeds thereof in a bank depository which it shall approve, and using the proceeds to administer the Association;
(f) Opening of bank accounts on behalf of the Association and designating the signatories required;
(g) Making or contracting for the making of repairs, additions, and improvements to or alterations of the Common Elements or Limited Common Elements in accordance with the other provisions of the Declaration and these Bylaws after damage or destruction by fire or other casualty;
(h) Enforcing by legal means the provisions of the Declaration, these Bylaws, and the Rules and Regulations and bringing any proceedings which may be instituted on behalf of or against the owners concerning the Association;
(i) Obtaining and carrying insurance against casualties and liabilities, as provided in the Declaration, and paying the premium cost thereof;
(j) Paying the cost of all services rendered to the Association or its members and not chargeable to owners;
(k) Keeping books with detailed accounts of the receipts and expenditures affecting the Association and its administration, specifying the maintenance and repair expenses and any other expenses incurred. The said books and vouchers accrediting the entries thereupon shall be available for examination by the owners and mortgagees, their duly authorized agents, accountants, or attorneys, during reasonable business hours or at a mutually convenient time and location;
(l) Make available to any prospective purchaser of an apartment, any owner of an apartment, any first Mortgagee, and the Holders, Insurers, and Guarantors of a first Mortgage on any apartment current copies of the Declaration, the Bylaws, rules governing the apartment, and all other books, records, and financial statements of the Association.
Section 3.19. Management Agent.
(a) The Board of Directors may employ for the Association a professional management agent or agents at a compensation established by the Board of Directors to perform such duties and services as the Board of Directors shall authorize. The Board of Directors may delegate to the managing agent or manager, subject to the Board's supervision, all the powers granted to the Board of Directors by these Bylaws, other than the powers set forth in subparagraphs (a), (b), (f), (g), and (k) of Section 3.18 of this Article. The Declarant, or an affiliate of the Declarant, may be employed as managing agent or manager.
(b) No management contract may have a term in excess of three (3) years and must permit termination by either party without cause and without termination fee on ninety (90) days or greater written notice.
Section 3.20. Accounts and Reports. The following management standards of performance will be followed unless the Board by resolution specifically determines otherwise:
(a) Cash accounts of the Association shall not be commingled with any other accounts;
(b) No remuneration shall be accepted by the Managing Agent from vendors, independent contractors, or others providing goods or services to the Association, whether in the form of commissions, finder's fees, service fees, prizes, gifts, or otherwise; any thing of value received shall benefit the Association; and
(c) Any financial or other interest which the Managing Agent may have in any firm providing goods or services to the Association shall be disclosed promptly to the Board of Directors.
Section 3.21. Common or Interested Directors.
No contract or other transaction between the Association and one or more of its Directors, or between the Association and any corporation, form of association (including the Declarant) in which one or more of the Directors are directors or officers or are pecuniarily or otherwise interested, is either void or voidable because such Director or Directors are present at the meeting of the Board of Directors or any committee thereof which authorizes or approves the contract or transaction, or because his or their votes are counted for such purpose, if the fact of the common directors or interest is disclosed or known to the Board of Directors or a majority thereof or noted in the minutes, and the Board of Directors authorizes, approves or ratifies such contract or transaction by a vote sufficient for the purpose.
Common or interested Directors may be counted in determining the presence of a quorum of any meeting of the determining the presence of a quorum Board of Directors or committee thereof which authorizes, approves, or ratifies any contract or transaction, and may vote to authorize any contract or transaction with like force and effect as if he were not such director or officer of such other corporation or not so interested.
Section 3.22. Hearing Procedure. The Board shall not impose a fine, suspend voting, or infringe upon any other rights of a member or other occupant for violations of rules unless and until the following procedure is followed:
(a) Demand. Written demand to cease and desist from alleged violation shall be served upon the alleged violator specifying:
(i) The alleged violation;
(ii) The action required to abate the violation; and
(iii) A time period, not less than ten (10) days, during which the violation may be abated without further sanction, if such violation is a continuing one, or a statement that any further violation of the same rule may result in the imposition of a sanction after notice and hearing if the violation is not continuing.
(b) Notice. At any time within twelve (12) months of such demand, if the violation continues past the period allowed in the demand for abatement without penalty or if the same rule is subsequently violated, the Board or its delegate shall serve the violator with written notice of a hearing to be held by the Covenants Committee in executive session. The notice shall contain:
(i) The nature of the alleged violation;
(ii) The time and place of the hearing, which time shall not be less than ten (10) days from the giving of the notice;
(iii) An invitation to attend the hearing and produce any statement, evidence, and witness on his or her behalf; and
(iv) The proposed sanction to be imposed.
(c) Hearing. The hearing shall be held in executive session pursuant to this notice affording the member a reasonable opportunity to be heard. Prior to the effectiveness of any sanction hereunder, proof of notice and the invitation to be heard shall be placed in the minutes of the meeting. Such proofs shall be deemed adequate if a copy of the notice, together with a statement of the date and manner of delivery, is entered by the officer, Director, or agent who delivered such notice. The notice requirement shall be deemed satisfied if the alleged violator appears at the meeting. The minutes of the meeting shall contain a written statement of the results of the hearing and the sanction, if any, imposed.
(d) Appeal. Following a hearing before the Covenants Committee, the violator shall have the right to appeal the decision to the Board of Directors. To perfect this right, a written notice of appeal must be received by the Manager, President, or Secretary of the Association within thirty (30) days after the hearing date. The hearing by the Board of Directors shall be de novo.
3.23. Prohibited Acts.
The Board of Directors shall not take any of the following actions except with the written consent of a majority of the total votes of the Association:
(a) Paying compensation to members of the Board or to the officers of the Association for services performed in the conduct of the Association's business; provided, however, the Board may cause a Member of officer to be reimbursed for expenses incurred in carrying on the business of the Association.
ARTICLE IV
OFFICERS
Section 4.01. Officers. The officers of the Association shall be a President, Secretary, and Treasurer. Any two or more offices may be held by the same person, excepting the offices of President and Secretary. The President and Treasurer shall be elected from among the members of the Board of Directors.
Section 4.02. Election, Term of Office, and Vacancies. The officers of the Association shall be elected annually by the Board of Directors at the first meeting of the Board of Directors following each annual meeting of the members, as herein set forth in Article III. A vacancy in any office arising because of death, resignation, removal, or otherwise may be filled by the Board of Directors for the unexpired portion of the term.
Section 4.03. Removal. Any officer may be removed by the Board of Directors whenever in its judgment the best interests of the Association will be served thereby.
Section 4.04. Powers and Duties. The officers of the Association shall each have such powers and duties as generally pertain to their respective offices, as well as such powers and duties as may from time to time be specifically conferred or imposed by the Board of Directors. The President shall be the chief executive officer of the Association and shall have all the general powers and duties vested in such office, including but not limited to the power to appoint committees. The Secretary shall keep the minutes of all meetings of the Board of Directors and the minutes of all meetings of the Association. The Secretary shall have charge of the Minute Book wherein Resolutions shall be recorded and shall perform all other duties incident to such office. The Secretary shall prepare, execute, certify, and record amendments to the Declaration on behalf of the Association. The Treasurer shall have the primary responsibility for the preparation of the budget as provided for in the Declaration and may delegate all or part of the preparation and notification duties to a finance committee, management agent, or both. The Treasurer shall have responsibility for Association funds and securities and shall be responsible for keeping books with detailed accounts of the receipts and expenditures affecting the Association. The Treasurer shall be responsible for the deposit of all monies and other valuable effects in the name, and to the credit, of the Association in such depositories as may from time to time be designated by the Board of Directors.
Section 4.05. Resignation. Any officer may resign at any time by giving written notice to the Board of Directors, the President, or the Secretary. Such resignation shall take effect on the date of the receipt of such notice or at any later time specified therein, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
Section 4.06. Agreements, Contracts, Deeds, Leases, Checks. All agreements, contracts, deeds, leases, checks, and other instruments of the Association shall be executed by any one (1) officer or by such other person or persons as may be designated by resolution of the Board of Directors.
ARTICLE V
LIABILITY AND INDEMNIFICATION OF OFFICERS AND DIRECTORS
Section 5.01. Liability and Indemnification of Officers and Directors. The Association shall indemnify every officer and Director against any and all expenses, including counsel fees, reasonably incurred by or imposed upon any officer or Director in connection with any action, suit, or other proceeding (including the settlement of any such suit or proceeding if approved by the then Board of Directors) to which he may be made a party by reason of being or having been an officer or Director, whether or not such person is an officer or Director at the time such expenses are incurred. The officers and Directors shall not be liable to the apartment owners for any mistake of judgment, negligence, or otherwise, except for their own individual willful misconduct or bad faith. The officers and Directors of the Association shall have no personal liability with respect to any contract or other personal liability with respect to any contract or other commitment made by them, in good faith, on behalf of the Association or the owners (except to the extent that such officers or Directors are also owners of apartments) and the Association shall indemnify and forever hold such officer and Director free and harmless against any and all liability to others on account of any such contract or commitment. Any right to indemnification provided for herein shall be in addition to and not exclusive of any other rights to which any officer or Director, or former officer may be entitled.
ARTICLE VI
COMMITTEES
Section 6.01. General. Committees to perform such tasks and to serve for such periods as may be designated by a resolution adopted by a majority of the Directors present at a meeting at which a quorum is present are hereby authorized. Such committees shall perform such duties and have such powers as may be provided in the resolution. Each committee shall be composed and shall operate in accordance with the terms of the resolution of the Board of Directors designating the committee or with rules adopted by the Board of Directors. Any committees of the Association shall be subject to the notice and open meeting requirements set forth in Article III herein.
Section 6.02. Covenants Committee. The Board of Directors may appoint a Covenants Committee consisting of at least three (3) and no more than five (5) members. Acting in accordance with the provisions of the Declaration, these Bylaws, and resolutions the Board may adopt, the Covenants Committee shall be the hearing tribunal of the Association. If no Covenants Committee is established, the Board of Directors shall exercise all its duties and functions.
ARTICLE VII
MISCELLANEOUS
Section 7.01. Fiscal Year. The fiscal year of the Association shall be set by resolution of the Board of Directors.
Section 7.02. Parliamentary Rules. Except as may be modified by Board resolution establishing modified procedures, Robert's Rules of Order Newly Revised shall govern the conduct of Association proceedings when not in conflict with Vermont law, the Articles of Incorporation, the Declaration, or these Bylaws.
Section 7.03. Conflicts. If there are conflicts or inconsistencies between the provisions of Vermont law, the Articles of Incorporation, the Declaration, and these Bylaws, then the provisions of Vermont law, the Declaration, the Articles of Incorporation, and the Bylaws (in that order) shall prevail.
Section 7.04. Books and Records.
(a) Inspection by Members. The membership register, books of account, and minutes of meetings of the members, the Board, and committees shall be made available for inspection and copying by any member of the Association or by his or her duly appointed representative during reasonable business hours or at a mutually convenient time and location;
(b) Rules for Inspection. The Board shall establish reasonable rules with respect to:
(i) Notice to be given to the custodian of the records by the member desiring to make the inspection;
(ii) Hours and days of the week when such an inspection may be made; and
(iii) Payment of the cost of reproducing copies of documents requested by a member.
(c) Inspection by Directors. Every Director shall have the absolute right at any reasonable time to inspect all books, records, and documents of the Association and the physical properties owned or controlled by the Association. The right of inspection by a Director includes the right to make extracts and copies of documents at the expense of the Association.
Section 7.05. Notices.
Unless otherwise provided in these Bylaws, all notices, demands, bills, statements, or other communications under these Bylaws shall be in writing and shall be deemed to have been duly given if delivered personally or if sent by registered or certified mail, return receipt requested, first class postage prepaid:
(a) If to a member, at the address which the member has designated in writing and filed with the Secretary or, if no such address has been designated, at the address of the Unit of such owner; or
(b) If to the Association, the Board of Directors, or the Managing Agent, at the principal office of the Association or the Managing Agent, if any, or at such other address as shall be designated by the notice in writing to the owners pursuant to this Section.
Section 7.06. Amendment.
These Bylaws may be amended only by the affirmative vote (in person, by absentee ballot or by proxy) or written consent of members representing a majority of the total votes of the Association.
Section 7.07. Audit.
The Owners, by a majority vote, may require that the accounts of the Association be audited as a common expense by a public accountant. Upon written request of any institutional holder of a first mortgage, such holder shall be entitled to receive a copy of any financial statement within ninety (90) days after the end of each fiscal year.
Ratified by meeting of a quorum majority of homeowners at 7pm December 19, 2011