By-Laws Article III

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BOARD OF DIRECTORS

 

Section 3.01 Management

 

The affairs of the Association and the Regime shall be governed and managed by the Board of Directors (herein collectively called “Board” or “Directors” and individually called “Director”). Except for the initial Board, the Board shall be composed of five persons. Except for the initial Board, which shall be selected by Declarant, each member of the Board shall be a person entitled to cast a vote in the Association and shall be elected by the Owners.

 

Section 3.02 Initial Board of Directors

 

The initial Board shall be appointed and may be removed solely by Declarant and consist of three persons as determined by Declarant in Declarant’s sole discretion. The initial Board shall serve until the Applicable Date. The first Board of the Association elected by the Owners at a meeting sol called shall assume office immediately after such election. Thereafter, there shall be at least one annual meeting of the members and Board.

 

Section 3.03 Term of Directors

 

The Directors (other than the initial Board of Directors) shall be elected for a one year term with the term of office of each Director expiring on the annual meeting of the Board each year.

 

Section 3.04 Additional Qualifications

 

Where an Owner consists of more than one person or is a partnership, corporation, trust or other legal entity, then such Owner shall designate a representative to serve on behalf of that Owner. Any vacancy or vacancies occurring in the Board prior to the end of a Director’s term shall be filled by a vote of a majority of the remaining Directors, except for the initial Board whose vacancies shall be filled by Declarant.

 

Section 3.05 Removal of Directors

 

A Director or Directors, except for the initial Board, may be removed with or without cause by vote of a majority of the vote at a special meeting of the Owners duly called and constituted. In such case, his successor shall be elected at the same meeting from eligible Owners nominated at the meeting. A Director so elected shall serve until the next annual meeting of the Owners or until his successor is duly elected and qualified.

 

Section 3.06 Duties of the Board of Directors

 

The Board shall provide for the administration of the Regime, the maintenance, upkeep and replacement of the Common Areas and Limited Areas, and the collection and disbursement of the Common Expenses. These duties include, but are not limited to:

 

a. protection, surveillance, maintenance, repair and replacement of the Common Areas and Limited Areas and designation of personnel to perform those functions, including a managing agent

 

b. procuring of utilities used in connection with the Condominiums, removal of garbage and waste, and snow removal from the Common Areas

 

c. landscaping, painting, decorating and furnishing of the Common Areas and where applicable the Limited Areas

 

d. surfacing, paving and maintaining streets, parking areas, and sidewalks

 

e. washing and cleaning of exterior window surfaces of the Units

 

f. assessment and collection from the Owners of the Owners pro rata share of the Common Expenses

 

g. preparation of an annual budget, a copy of which will be mailed or delivered to each Owner at the same time as the notice of the annual meeting is mailed or delivered

 

h. preparing and delivering annually to the Owners a full accounting of all receipts and expenses incurred in the prior year; such accounting shall be delivered to each Owner simultaneously with delivery of the annual budget

 

i. keeping a current, accurate and detailed record of receipts and expenditures affecting the Condominiums, specifying and itemizing the Common Expenses; all records and vouchers shall be available for examination by an Owner at any time during normal business hours; a procedure for approval of payment vouchers shall be adopted

 

j. the establishment of such reserves for replacement, repair or maintenance of the Common Areas and facilities as will be determined adequate by the Board

 

Section 3.07 Powers of the Board of Directors

 

The Board shall have such powers as are reasonable and necessary to accomplish the performance of their duties. These powers include, but are not limited to, the power:

 

a. to employ a managing agent or real estate management company to assist the Board in performing its duties; provided, however, that any management agreement shall be terminable by the Association for cause of thirty (30) days written notice and any such agreement may not exceed one year, renewable by agreement of the parties of successive one year periods;

 

b. to purchase for the benefit of the Owners such equipment, materials, labor and services a s may be necessary tin the judgment of the board;

 

c. to procure for the benefit of the Owners fire and extended coverage insurance covering the Building and the Property to the full insurable value thereof and to procure public liability and property damage insurance and for the benefit of the Owners and the Association;

 

d. to employ legal counsel, architects, contractors, accountants and others as in the judgment of the Board may be necessary or desirable in connection with business and affairs of the Condominiums;

 

e. to include the costs of all of the above and foregoing as Common Expenses and to pay all of such costs therefrom, approving payment vouchers submitted for all expenses incurred and bills submitted, which vouchers shall be approved by the President and Treasurer of the Board each month in writing;

 

f. to open and maintain a bank account or accounts in the name of the Association;

 

g. to adopt, revise, amend and alter from time to time reasonable rules and regulations with respect to use, occupancy, operation and enjoyment of the Property, which rules shall be adopted ant regular or special meetings of the Board with notice posted in advance to advise Owners that such matters are under consideration.

 

Section 3.08 Limitation of Board Action

 

The authority of the Board to enter into contracts shall be limited to projects involving a total expenditure of less than $10,000.00 without obtaining the prior approval of a majority of the Percentage Votes, except in the following cases:

 

a. contracts for replacing or restoring portions of the Common Areas or Limited Areas damaged or destroyed by fire or other casualty where the cost thereof is payable out of insurance proceeds actually received;

b. proposed contracts and proposed expenditures expressly set forth in the annual budget as approved by the Owners at the annual meeting.

 

Section 3.09 Compensation

 

No Director may receive compensation for his services as such except to such extent as may be expressly authorized by a majority of the Owners.

 

Section 3.10 Meetings

 

Regular meetings of the Board may be held at such time and place as shall be determined from time to time by a majority of Directors. The Secretary shall give notice of regular meetings of the Board to each Director personally or by United States mail at least five days prior to the date of such meeting.

 

Special meetings of the Board may be called by the President or any two members of the Board. The person or persons calling such meeting shall give written notice thereof to the Secretary who shall either personally or by mail and at least three days prior to the date of such special meeting, give notice to the Board members. The notice of the meeting shall contain a statement of the purpose for which the meeting is called. Such meeting shall be held at such place and at such time within St. Joseph County, Indiana, as shall be designated in the notice.

 

Section 3.11 Waiver of Notice

 

Before any meeting of the Board, any Director may, in writing, waive notice of such meeting and such waiver shall be deemed equivalent to the giving of such notice. The presence of any Director at a meeting shall, as to such Director, constitute a waiver of the time, place and purpose thereof. If all Directors are present at any meeting of the Board, no notice will be required and any business may be transacted at such meeting.

 

Section 3.12 Quorum

 

At all meetings of the Board a majority of the Directors shall constitute a quorum for the transaction of business and the votes of the majority of Directors present at a meeting at which a quorum is present shall be the decision of the Board.

 

Section 3.13 Non-Liability of Directors

 

The Directors will not be liable to the Owners for any error or mistake of judgment exercised in carrying out their duties and responsibilities as Directors, except for their own individual willful misconduct, bad faith or recklessness. The Owners shall indemnify and hold harmless each of the Directors against any and all liability to any persons, firm or corporation arising out of contracts made by the Board on behalf of the Association, unless any such contract has been made in bad faith or contrary to the provision of the Act, Declaration or By-Laws. It is intended that the Directors will have no personal liability with respect to any contract made by them on behalf of the Association and that in all matters the Board is acting for and on behalf of the Owners and as their agent. The liability of any Owner arising out of any contract made by the Board or out of the aforesaid indemnity in favor of the Directors shall be limited to such percentage of the total liability or obligation thereunder as is equal to his Percentage Interest. Every contract made by the Board or the managing agent on behalf of the Association shall provide that the Board of Directors and the managing agent, as the case may be, is acting as agent for the Owners and will have no personal liability thereunder, except in their capacity as Owners and then only to the extent or their Percentage Interest.

 

Section 3.14 Additional Indemnity of Directors

 

The Owners shall indemnify any person, his heirs, assigns and legal representatives, made a party to any action, suit or proceeding for any acts or omissions in the course of duties as a Director of the Association, against the reasonable expenses, including attorneys fees, actually and necessarily incurred by him in connection with the defense of such action, suit or proceeding, or in connection with any appeal therein, except as otherwise specifically provided herein in relation to matters as to which it shall be adjudged in such action, suit or proceeding that such Director is liable for gross negligence or conduct outside the scope of his duties. The Owners shall also reimburse any such Director for the reasonable costs of settlement of or judgment rendered in any action, suit or proceeding.