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Bylaws of Condominium Association

Article I

MEMBERSHIP

1.01. Members. The members of the [name] Condominium Association, a [state] not-for-profit corporation, are the Unit Owners of the property known as [name] Condominium, located at [address] (Property), and as defined in the Declaration of Condominium Ownership for the Property. If a Unit Owner is a trust, the beneficiary shall be the member, If the Unit Owner is a corporation or partnership, an officer, partner, or employee of that owner may be the member.

1.02. Termination of Membership. A Unit Owner's membership ends when the Owner is no longer a Unit Owner. On the sale or other disposition of the unit, a Unit Owner's membership is automatically transferred to the new owner of that unit.

1.03. Annual Meeting. The annual meeting of the Unit Owners will be held on the [day, month] in each year, beginning with the year [year], or at any other day or time fixed by the Board of Directors, but not less than [number] days or more than [number] days after [name] (Trustee), under Trust No. [number] dated [date], has sold and delivered deeds for sufficient units, namely, units to which are allocated at least ---------- percent (----------%) of the undivided ownership of the common elements.

1.04. Special Meetings. Special meetings of the Unit Owners may be called by the President or Board of Directors. A special meeting must be called by the President if requested by not less than ---------- percent (----------%) of the Unit Owners entitled to vote at the meeting.

1.05. Notice of Meetings. Written notice, stating the place, day, and hour of the meeting and, in the case of a special meeting, the purpose for which the meeting is called, shall be delivered not less than [number] nor more than [number] days before the date of the meeting, either by hand or by mail, to each Unit Owner entitled to vote at the meeting. If mailed, the notice shall be deemed to be delivered when deposited in the U.S. mail, addressed with the address the Unit Owner has given the Board for delivery of the notice or, if none has been given, at the unit.

1.06. Voting.

a. Number of Votes. The total number of votes of all Unit Owners is [number]. This is divided among Unit Owners in accordance with each owner's percentage of ownership of common elements.

b. Special Vote Requirement. If, at any time ---------- percent (----------%) of the Unit Owners own over ---------- percent (----------%) of the undivided ownership of the common elements, then any percentage approval of Unit Owners required in the [name] Act, or the Declaration of Condominium Ownership, or these Bylaws is deemed to require approval by the specified percentage of Unit Owners (rather than the number of votes held by each).

c. Co-Owners and Trustees. If a unit is owned by more than one person, the voting rights attached to that unit will not be divided. A trustee may exercise all voting rights attached to units owned by the trustee.

d. Percentage Vote Requirement. The following matters require approval of not less than ---------- percent (----------%) of the votes of Unit Owners:

i. Purchases or sales on behalf of all. The purchase or sale of land or units on behalf of all Unit Owners.

ii. Sale or pledge of the property. The sale, lease, mortgage, exchange, or other disposition of all or substantially all of the Property or assets of the Association.

1.07. Quorum. At any meeting of Unit Owners, a quorum consists of ---------- percent (----------%) of the votes entitled to be cast.

Article II

BOARD OF DIRECTORS

2.01. Number. The Board of Directors of the Association (Board) consists of [number] members.

2.02. Election of Directors. Directors will be elected by the Unit Owners at the regular annual meetings. Those who receive the greatest number of votes of Unit Owners will be elected. However, the Directors listed in the Articles of Incorporation of the Association (initial Board) will be appointed by the beneficiary of the Trustee (Beneficiary).

2.03. Term of Office. Except for members of the Initial Board, every Director is elected for a term of [number] years (and until a successor is elected and qualified). Directors may succeed themselves in office.

2.04. Term of Initial Board Members. Until the first regular annual meeting of Unit Owners, [number] members of the Initial Board will hold office; [number] other members will hold office until the second regular annual meeting of Unit Owners, and the remaining [number] members will hold office until the third regular annual meeting of Unit Owners.

2.05. Qualification.

a. Unit Owners. Except for members of the Initial Board, each Director must be a Unit Owner or the spouse of a Unit Owner. If a trustee is a Unit Owner, the Beneficiary of the trust may be a Director. If a partnership or corporation is a Unit Owner, a partner, officer, or employee of that entity may be a Director.

b. Disqualification. If a Director, during his term, no longer meets the qualification contained in Section 2.05(a), the Director, at that point, ceases to be a Director, and the position is deemed vacant.

2.06. Vacancies in Board.

a. Right to Fill. Any vacancy in the Board will be filled by the Directors, except for a vacancy created by a member of the Initial Board, which may be filled by the Beneficiary.

b. Term. A Director elected or appointed to fill a vacancy will hold office for the unexpired term of the Director succeeded.

2.07. Removal of Directors. Any Director may be removed from office for cause, by a vote of the Owners of ---------- percent (----------%) of the individual ownership of the common elements.

2.08. Compensation. Directors will receive no compensation for service as Directors, unless resolutions duly adopted by the Unit Owners explicitly authorize compensation.

2.09. Meetings.

a. Regular Meetings. One regular meeting of the Board must take place within [number] days after the regular annual meeting of Unit Owners. Thereafter, [number] meetings will be held each year.

b. Special Meetings. Special meetings of the Board may be called by the President or a majority of the Board. Written notice of those meetings must be delivered to each Director, personally or by mail or telegram, not less than [number] days before the meeting.

c. Waiver of Notice and Action Without Meeting. Any Director may waive notice of a meeting, consent to a meeting without notice, or consent to action without a meeting.

d. Notice Required to Unit Owners. Each Unit Owner must be given notice, as provided in Section 1.05 delivered at least [number] days prior to the meeting, of any Board meeting dealing with (i) any increase in or establishment of an assessment or (ii) the adoption of a proposed annual budget. All such meetings shall be open to all Unit Owners. Any Unit Owner may waive notice of such meeting, in writing.

2.10. Quorum. A majority of Directors constitutes a quorum.

2.11. Powers and Duties. The Board has the following powers and duties:

a. Elect and Remove Officers. To elect and remove the officers of the Association.

b. Adopt Rules and Regulations. To adopt rules and regulations governing the administration, management, operation, and use of the Property and the common elements (and to amend those rules and regulations from time to time).

c. Committees of the Board. To appoint committees of the Board and delegate to the committees the Board's authority to carry out certain duties of the Board.

d. Administration. To administer the Association's affairs and the Property, and to formulate policies for the administration, management, and operation of the Property and the common elements.

e. Employ a Managing Agent. To employ an agent (Managing Agent) to maintain, repair, replace, administer, and operate the Property, or any part of it, for all Unit Owners, on terms and for compensation and with authority as the Board may approve.

f. Employees. To provide for the hiring and removal of employees and other personnel, including accountants and attorneys, and engage or contract for their services.

g. Custodian's Apartment(s). To make arrangements and enter agreements for custodian apartments, on terms as the Board may approve.

h. Maintenance of Common Elements. To provide for the maintenance, repair, and replacement of the common elements, and approve payment vouchers, or delegate approval to the officers or the Managing Agent, and to make purchases for the maintenance, repair, replacement, administration, management, and operation of the Property and the common elements, and delegate those powers to the Managing Agent (and any employees of the Managing Agent).

i. Establish Fiscal Year. To determine the fiscal year of the Association, and to change that fiscal year from time to time as the Board deems advisable.

j. Annual Budget and Assessments. To estimate the annual budget, and assess and provide the manner of collecting from the Unit Owners their respective shares of estimated expenses.

k. Comply With Resolutions of Unit Owners. Unless otherwise provided in these Bylaws or in the Declaration, to comply with the instructions of a majority of the Unit Owners (as that majority is defined in the Declaration) expressed in a resolution duly adopted at any annual or special meeting of the Unit Owners.

l. Purchase Unit at Foreclosure Sale. To bid for and purchase, on behalf of the Association, any unit (or an interest in a unit) at a sale pursuant to a foreclosure of the lien for common expenses, or at any other private or public sale, upon the consent or approval of Unit Owners owning not less than ---------- percent (----------%) of the total ownership of the common elements, provided that consent sets forth a maximum price that the Board or its duly authorized agent may bid and pay for the unit.

m. Financing and Assessments for Unit Purchases by the Association. To make mortgage arrangements and special assessments proportionately among the respective Unit Owners, and other financing arrangements (as the Board may deem desirable) in order to purchase or lease a unit, or interest in a unit, on behalf of the Association (provided, however, that no financing arrangement is secured by an encumbrance on any interest in the property other than the unit, or interest in it, to be purchased, and the percentage interest in the common elements appurtenant to it).

n. Other Powers and Duties. To exercise all other powers and duties of the board of managers referred to in the [name] Act of [state], and all powers and duties of a board of managers or a board of directors referred to in the Declaration or these Bylaws.

2.12. No Delegation Contrary to Law. Nothing in these Bylaws will be deemed to grant the Board, officers of the Association, or the Association any powers or duties that are delegated to the Unit Owners by law.

Article III

OFFICERS

3.01. Officers. At each annual meeting of the Board, the Board will elect the following officers of the Association by a majority vote of the Directors present at the meeting: a president, a secretary, a treasurer, and such additional officers as the Board determines are advisable.

3.02. Powers and Responsibilities.

a. General. The respective officers have all of the general powers and duties usually vested in such officers by the [state] Not-for-Profit Corporation Act, including the following:

i. President. The President will act as chief executive officer of the Association and will preside over all meetings of the Board and of the Unit Owners.

ii. Secretary. The Secretary will keep the minutes of all meetings of the Board and of the Unit Owners, and is designated as the officer to mail and receive notices served by or on the Association.

b. Qualifications. The President must be a Director. The Secretary may be representative of the Managing Agent of the Property.

c. Treasurer. The Treasurer is responsible for the financial records and books of account of the Association, including the way in which they are kept and reported.

3.03. Term of Office. Every officer will hold office for [number] years (and until a successor is elected and qualified). Officers may succeed themselves in office.

3.04. Vacancies. Vacancies in any office will be filled by the Board for the unexpired portion of the term of the officer being succeeded.

3.05. Removal. Any officer may be removed for cause by the vote of ---------- percent (----------%) of the Board.

3.06. Compensation. The officers will receive no compensation for their services as officers, unless a duly adopted resolution of the Unit Owners explicitly authorizes compensation.

Article IV

ASSESSMENTS AND BENEFITS

4.01. Annual Budget. The Board will cause an estimated annual budget to be prepared for each fiscal year and will adopt an estimated annual budget. The budget will provide for a reserve for contingencies and for replacements, in reasonable amounts as determined by the Board, and shall take into account estimated common expenses, income and cash requirements (including a working capital fund, salaries, payroll taxes, legal and accounting fees, materials, parts, supplies, services, maintenance, repairs, replacements, landscaping, insurance, fuel, utilities, and all other common expenses), the surplus or deficit from the preceding year, and the net income from the lease, operation, or use of the common elements. The annual budget will indicate each Unit Owner's common-expense assessment. The Initial Board will approve the annual budget for the first fiscal year.

4.02. Notice to Unit Owners. The Board must give each Unit Owner written notice of any meeting of the Board dealing with adoption of the proposed annual budget or any establishment of or increase in common-expense assessments, as well as copies of the proposed budget.

Notice must be delivered not less than [number] days and not more than [number] days before the meeting.

Copies of the estimated annual budget adopted by the Board must be given to each Unit Owner, not later than [number] days before the first day of the fiscal year to which it relates.

4.03. Assessments.

a. Payment. Each Unit Owner must pay ---------- percent (----------%) of his proportionate share of the common expenses, as shown in the annual budget, each month. Payment must be made to the Managing Agent or such other person as the Board may direct, on or before the first day of the first month and each subsequent month of the year covered by the annual budget. Such annual sum is sometimes referred to in these Bylaws as the "assessment" or "assessments."

b. Share of Each Unit Owner. Each Unit Owner's assessment must be a proportionate share in accordance with the Owner's respective ownership interest in the common elements, as set forth in Exhibit B [omitted] of the Declaration of Condominium Ownership.

c. Delays in Approving a Budget. If the Board does not approve an estimated annual budget or fails to set new monthly assessments for any fiscal year before the beginning of the fiscal year, each Unit Owner is to continue to pay the last established monthly assessment.

d. Partial Year Assessment. If any fiscal year is less than a full year, the assessment for each Unit Owner will be proportionate to the period in question.

e. Occupancy for Part of a Year or Month. Beginning on the date of occupancy, each Unit Owner must pay the monthly assessment for the following month or fraction of a month. Each Unit Owner is responsible for the unit's assessment for the remaining period in the fiscal year from and after the occupancy of the unit.

f. Failure to Use. No Unit Owner is relieved on his obligation to pay the assessment if the Owner does not use, or abandons, the unit or the common elements or limited common elements.

4.04. Annual Statement. The Board will furnish to each Unit Owner an annual statement no later than [number] days after the end of each fiscal year. The statement will contain an itemized accounting of the common expenses paid for the preceding year and a tabulation of all sums collected, will state the net excess or deficit of income over expenditures plus reserves, and will contain any other information as the Board deems desirable.

4.05. Supplemental Budget.

a. Need for Supplemental Budget. It during any year it appears to the Board that the monthly assessments, as provided for in the annual budget, are not sufficient to cover common expenses for the balance of the year, or if there is a nonrecurring common expense or a common expense not set forth in the annual budget, then the Board will prepare and approve a supplemental budget covering the estimated deficiency and provide a copy to each Unit Owner.

b. Supplemental Assessments. A supplemental assessment of the proportionate share of the supplemental budget will be established for each Unit Owner. The following rules govern supplemental assessments:

i. Separate assessments. Any nonrecurring common expense or limited common expense, any common expense or limited common expense not set forth in the budget as adopted, and any increase over the amount adopted in the annual budget shall be separately assessed against all Unit Owners.

ii. Vote required for adoption. Separate assessment must be approved by the affirmative vote of at least ---------- percent (----------%) of the Unit Owners, voting at a special meeting of Unit Owners duly called for the purpose of approving the assessment, if it involves proposed expenditures resulting in a total payment for a unit equal to the greater of [number] times the unit's most recent monthly common-expense assessment or ---------- dollars ($----------).

4.06. Expenditures and Contracts. Except for expenditures and contracts specifically authorized by the Declaration and these Bylaws, the prior approval of ---------- percent (----------%) of the total ownership of the common elements is required before the Board may (a) enter into any contract for more than [number] years or (b) approve any expenditure in excess of ---------- dollars ($----------), unless required for emergency repair, protection, or operation of the common elements or limited common elements.

4.07 Lien for Assessments.

a. Duty of Unit Owner. Every Unit Owner has the duty to pay his proportionate share of the common expenses and limited common expenses, as provided in the Declaration, and as assessed in accordance with this Article IV.

b. Lien for Unpaid Assessments. If any Unit Owner fails or refuses to pay any assessment when due, the amount of the assessment plus interest at the rate of ---------- percent (----------%) per year or any greater rate permitted under the laws of [state] become a lien on the interest of the Unit Owner in the Property and is enforceable by the Board.

c. Subordinate Lien. The lien provided for in Section 4.07(b) is subordinate to the lien of any prior recorded mortgage held by the existing mortgagee on the interest of the Unit Owner, or its successor and assigns, except for assessments due and payable from and after the date on which the mortgage owner or holder either takes possession of the unit, accepts a conveyance of any interest in it (other than as security), files suit to foreclose its mortgage, or causes a receiver to be appointed. The provisions of this Section 4.07(c) may not be amended, changed, modified, or rescinded in any way without the prior written consent of all mortgages of record.

d. Rights of the Board and Association.

i. Right to possession. If any Unit Owner fails or refuses to pay the assessment when due, and withholds possession of the unit after demand by the Board or the Association in writing setting forth the amount claimed, the Board or the Association has the right to possession of the unit.

ii. Foreclose lien. The Association or the Board, or its agents, has the right to maintain a suit to foreclose any liens for unpaid assessments, and the costs of the suit and other fees and expenses, together with legal interest and reasonable attorney fees fixed by the court, will be added to the amount due.

iii. All rights and remedies. The Board or the Association has the authority to exercise and enforce any and all rights and remedies as provided for in the [name] Act, the Declaration, or these Bylaws, or as are otherwise available at law or in equity, for the collection of all unpaid assessments.

4.08. Records. The Board will cause to be kept detailed and accurate chronological records of the receipts and expenditures affecting the common elements and limited common elements. Payment vouchers may be approved in the manner established by the Board.

4.09. Statements of Accounts. On receipt of [number] days' written notice to the Board or Association, and payment of a reasonable fee, the Board will furnish to any Unit Owner a statement of the account, with the amount of any unpaid assessment or charge due and owing from the Owner.

4.10. Discharge of Lien on the Property. The Board may cause the Association to discharge any mechanic's lien or other encumbrance that, in the Board's opinion, may constitute a lien against the Property or the common elements (rather than a lien against only a particular unit). When less than all the Unit Owners are responsible for the existence of a lien, the Unit Owners responsible shall be jointly and severally liable for the amount necessary to discharge it, and for all costs and expenses (including attorney fees) incurred by reason of the lien.

4.11. Funds Held for Unit Owners. All funds collected by or for the Board will be held and spent for the purposes provided in these Bylaws. Except for special assessments not levied against all the Unit Owners and for any adjustments that are needed to reflect delinquent or prepaid assessments, all funds are held for the benefit and account of all the Unit Owners in the percentages provided in these Bylaws.

Article V

USE AND OCCUPANCY RESTRICTIONS

5.01. Offensive Activities. No offensive, noxious, or unlawful activities may be carried on in any unit or elsewhere on the Property. Nothing may be done in any unit or elsewhere on the Property that constitutes a nuisance or that, in the judgment of the Board, causes unreasonable noise or disturbance to others.

5.02. Maintenance and Insurance Costs. Each Unit Owner shall maintain the unit in good condition and in good order and repair, at the Owner's own expense, and shall not do or allow anything to be done in the unit that may increase the cost or cause the cancellation of insurance on other units or on the common elements.

5.03. Exterior Decoration and Hanging of Articles.

a. Permission Required. No Unit Owner shall (i) hang laundry or other articles outside the unit, or that may be visible from the outside of the unit (other than curtains, drapes, or shades, subject to the rules and regulations of the Board); (ii) paint or decorate the outside of the unit; (iii) display or hang any sign outside the unit, or that may be visible from the outside of the unit; or (iv) install any canopy or awning, or outside antenna, or other equipment, fixtures, or items of any kind, without the prior written permission of the Board or the Managing Agent acting in accord with the Board's direction.

b. Permission Not Required. No Unit Owner is prohibited from placing outdoor furniture and decorative foliage, of a customary nature, on a patio that is a limited common element appurtenant to the unit. An Owner of a commercial unit may display, hang, or use any sign on the outer perimeter of the commercial unit, if the sign complies with all applicable ordinances and is consistent with the character of the building.

5.04. Animals. No animals may be raised, bred, or kept in any unit, except for dogs, household cats, and small birds that are household pets of the Unit Owner. Such household pets (a) may not be kept for any commercial purpose; (b) must be kept strictly in accordance with the rules and regulations the Board may adopt from time to time; and (c) must not, in the Board's judgment, constitute a nuisance to others.

5.05. Storage of Personal Property. No personal property belonging to any Unit Owner may be stored or kept in the common areas, except in the common storage area and in the storage locker specifically designated for the respective Unit Owner.

5.06. Trash. Trash, garbage, and other waste must be kept only in sanitary containers, and be disposed of in a clean and sanitary manner in accordance with rules and regulations of the Board.

5.07. Heating and Plumbing System. No Unit Owner may connect any machine, appliance, accessory, or equipment to the heating or plumbing system, without the prior written consent of the Board or the Managing Agent.

5.08. Electrical System. No Unit Owner shall overload the electrical wiring in the building, or operate any machine, appliance, accessory, or equipment in a manner that causes unreasonable disturbance to others, in the judgment of the Board.

5.09. Use by Trustee. During the period of the sale of units, the Trustee or Beneficiary, and its agents, employees, contractors, and subcontractors are entitled to access to the building and Property required for such sales. The agents and employees may use and show one or more unsold or unoccupied units as a model unit and/or sales office, and may maintain customary signs on the Property in connection with sales of such units.

Article VI

TRANSACTIONS WITH COMMON AND INTERESTED DIRECTORS

6.01. Validity of Contracts With Interested Directors. No contract or other transaction between the Association and any Director, or any corporation or entity in which any Director of this Association is a director or is financially interested, is voidable because the Director is present at a meeting of the Board or any committee of the Board that authorizes or approves the contract or transaction, or the Director's vote is counted in the authorization or approval, if either of the following conditions are met:

a. The fact of the common directorship or financial interest is disclosed or known to the Board or committee and noted in the minutes, and the Board or committee authorizes, approves, or ratifies the contract or transaction in good faith by a vote sufficient for the purpose without counting the vote or votes of the interested Director or Directors; or

b. The contract or transaction is just and reasonable as to the Association at the time it is authorized or approved.

6.02. Quorum Requirements. Common or interested Directors, as defined in Section 6.01, may be counted to establish a quorum at a Board meeting, or meeting of a committee of the Board, that authorizes, approves, or ratifies a contract or other transaction.

Article VII

INDEMNIFICATION

7.01. Acts Against Which Indemnified. The Association will indemnify and hold harmless each of its Directors and officers, each member of any committee appointed under these laws, the Board, the Trustee, and the Beneficiary against all liabilities arising from (a) their status as Directors, officers, committee or Board members, Trustee, or Beneficiary or (b) all contracts made by and all other acts of each person or entity. However, the Association will not indemnify or hold harmless any person or entity if the contract or act in question was made or done fraudulently, with criminal intent or gross negligence.

7.02. Liabilities, Costs, and Expenses Included. The Association's obligation to indemnify and hold harmless, as provided in Section 7.01, includes indemnification against judgments or settlements paid, all attorney fees or other professional fees, and all other costs and expenses reasonably incurred in connection with any claim, suit, or proceeding.

7.03. Advance Payment. The Association may pay costs and expenses incurred in connection with any claim, suit, or proceeding as to which it may have an obligation to indemnify and hold a party harmless, before the final disposition of such claim, suit, or proceeding if (a) authorized by the Board in the particular case after (b) receipt of an undertaking by the person or entity for whose behalf the funds are to be paid to repay such funds unless it is finally determined that the person or entity is entitled to be indemnified by the Association.

7.04. Funds Required. The Association and Board may raise, by special assessment or otherwise, any funds required to discharge its obligations under this Article. Each Unit Owner's liability either for indemnification or under any contracts made or acts of the Directors, officers, Board, committee members, Trustee, or Beneficiary is limited to a percentage of the assessment equal to the percentage of ownership of the common elements.

7.05. Other Rights. This Article VII is not exclusive of any other rights to which the person or entity seeking indemnification may be entitled.

7.06. Continuity of Right to Indemnification. The right to indemnification provided in this Article VII continues after any person or entity has ceased to be the Trustee, Beneficiary, Director, officer, or committee member. Such right inures to the benefit of the heirs, successors, executors, administrators, and assigns of any person or entity.

Article VIII

AMENDMENTS

8.01. Amendments. These Bylaws may be amended by action or approval of ---------- percent (----------%) of the total ownership of the common elements. Amendments are to be recorded in the office of the Recorder of Deeds [county, state].

Article IX

MISCELLANEOUS

9.01. Contracts. Every agreement made by the Directors, Board, officers, committee members, Trustee, Beneficiary, or Managing Agent on behalf of the Unit Owners must provide that (a) the person or entity is acting solely as agent for the Unit Owners and has no personal liability (except as a Unit Owner) and (b) each Unit Owner's liability is limited to a percentage of the total liability equal to his percentage ownership interest in the common elements.

9.02. Definitions. The terms used in these Bylaws are to have the same definition as contained in the Declaration of Condominium Ownership, to the extent they are defined in the Declaration, recorded in the office of the Recorder of Deeds [county, state].

9.03. Other Powers. In addition to and in furtherance of the powers contained in these Bylaws, the Association has all other powers permitted and/or granted to not-for-profit corporations under the [state] Not-for-Profit Corporation Act.