BY-LAWS OF HOLIDAY BEECH VILLAS
(as amended September 2018)
ARTICLE III
BOARD OF DIRECTORS
SECTION 1. General Powers. The business and property of the Condominium shall be managed and directed by the Board of Directors or by such Executive Committees or hired personnel as the Board may establish pursuant to these By-Laws.
SECTION 2. Number, Term and Qualification. The number of Directors of the Condominium shall be a minimum of three (3) and a maximum of nine (9), to be elected by the affirmative vote of a majority of the Unit Owners either present or represented by proxy at the annual meeting for which a quorum is established. At the time of initial election, three of the directors shall serve for three years, three of the directors for two years, and three of the directors for one year. Thereafter, at each election, the three directors whose terms have expired shall either be re-elected, or replaced by the Unit Owners for a three year term as provided in Section 3 of Article III. It is intended that after the initial terms, the Board of Directors, consisting of nine (9) directors, shall all serve three-year terms, with three directors being subject to re-election at each annual meeting. Each director shall hold office for the period of his or her election, or until his or her death, resignation, retirement, removal, disqualification, or successor is elected and qualified. Each member of the board shall be one of the owners or co-owners, or a spouse of an owner or co-owner, provided, however, that in the event an owner is a corporation, partnership, trust, or other legal entity other than a natural person or persons, then any officer or director of such corporation, partner, or such partnership, beneficiary of such trust or manager of such other legal entity, shall be authorized to serve as a member of the Board of Directors.
SECTION 3. Election of Directors. Except as provided in Section 5 of this Article, Homeowners, in good standing, shall be elected as Directors at the Annual Meeting of the Unit Owners; and those persons who receive the highest number of votes shall be deemed to have been elected.
SECTION 4. Removal. Directors may be removed from office with or without cause by affirmative vote of the Unit Owners having a majority of the total votes entitled to vote at an election of directors. However, unless the entire Board is removed an individual director may not be removed if the number of Unit Owners voting against the removal would be sufficient to elect a director if such Unit Owners voted cumulatively at an annual election. If any directors are so removed, new directors may be elected at the same meeting.
SECTION 5. Vacancies. A vacancy occurring in the Board of Directors, including directorships not filled by the Unit Owners, may be filled by a majority of the remaining Directors, though less than a quorum, or by the sole remaining Directors, but a vacancy created by an increase in the authorized number of Directors shall be filled only by election at an annual meeting or a special meeting of Unit Owners called for that purpose. Voting members may elect a Director at any time to fill any vacancy not filled by the Directors.
SECTION 6. Compensation. The Board of Directors shall receive no compensation for their services unless expressly allowed by the Board at the direction of the Unit Owners having two-thirds (2/3) of the total votes.
SECTION 7. Executive Committees. The Board of Directors may, by resolution adopted by a majority of the number of Directors fixed by these By-Laws, designate two or more directors to constitute an Executive Committee, which committee to the extent provided in such resolution shall have and may exercise all of the authority of the Board of Directors in the management of the Condominium.
SECTION 8. Powers and Duties. The Board of Directors shall have the powers and duties necessary for the Administration of the affairs of the Condominium and may do all such acts and things, except such acts as by law or by the Declaration or by these By-Laws may not be delegated to the Board of Directors. Such powers and duties of the Board of Directors shall include, but shall not be limited to, the following;
(a) Operation, care, upkeep and maintenance of the common areas and facilities.
(b) Determination of the common expense required for the affairs of the Condominium, including, without limitation, the operation and maintenance of the Property.
(c) Collection of the common charges from the Unit Owners.
(d) Employment and dismissal of the personnel necessary for the maintenance and operation of the common areas and facilities.
(e) With the approval of the Unit Owners having the majority of the total votes, the adoption and amendment of such reasonable rules and regulations as it may deem advisable for the maintenance, conservation, and beautification of the Property, and for the health, comfort, safety, and general welfare of the owners and occupants of the Property. Written notice of such rules and regulations shall be given to all owners and occupants and the entire Property shall at all times be maintained subject to such rules and regulations.
(f) Opening of bank accounts on behalf of the Condominium and designating the signatories required therefor.
(g) Purchasing or leasing or otherwise acquiring in the name of the Board of Directors, or its designee, corporate or otherwise, on behalf of all Unit Owners, unit offered for sale or lease or surrendered by their owners to the Board as provided by the Declaration.
(h) Purchasing of Units at foreclosure or other judicial sales in the name of the Board of Directors, or its designee, corporate or otherwise, on behalf of all Unit Owners.
(i) Selling, mortgaging, voting the votes appurtenant to or otherwise dealing with units acquired by the Board of Directors or its designee, corporate or otherwise, on behalf of all Unit Owners, subject to the Declaration and other applicable restrictions, and organizing corporations to act as designee. Of the Board in acquiring title to units on behalf of all Unit Owners.
(j) Leasing of laundry room, facilities, and granting of licenses for vending machines.
(k) Maintaining and repairing any unit, if such maintenance or repair is necessary in the discretion of the Board or by operation of applicable restrictions to protect the common areas and facilities or any other portion of the building and an Owner of any unit has failed or refused to perform such maintenance or repair within a reasonable time after written notice of the necessity of said maintenance or repair delivered or mailed by the Board to said Owner, provided that the Board shall levy a special assessment against such owner for the costs of said maintenance or repair.
(l) Entering any unit when necessary in connection with any maintenance, construction or the Rules and Policies (which have been approved by the Unit Owners) for which the Board is responsible; provided, such entry shall be made during reasonable hours with as little inconvenience to the Owner as practicable, and any damage caused thereby shall be repaired by the Board and such expense shall be treated as a common expense.
(m) Signing all agreements, contracts, deeds and vouchers for payment of expenditures and other instruments in such manner as from time to time shall be determined by written resolution of the Board. In the absence of such determination by the Board, such documents shall be signed by the Treasurer and countersigned by the Chairperson of the Board.
(n) Obtaining of insurance for the Property, including the units, pursuant to applicable provisions of the declaration.
(o) Making of repairs, additions and improvements to or alterations of the Property and repairs to and restoration of the Property in accordance with the other provisions of these By-Laws and the Declaration, after damage or destruction by fire or other casualty, or as a result of condemnation or eminent domain proceedings.
SECTION 9. Managing Agent. The Board of Directors for the condominium may engage the services of any person, firm or corporation to act as managing agent at a compensation established by the Board, to perform such duties and services as the Board of Directors shall authorize including but not limited to the duties listed in subdivisions (a), (c), (d), (j), (k), (l), (n), and (o) of Section 8 of this Article III. The Board may delegate to the managing agent, all of the powers granted to the Board of Directors by these By-Laws other than the powers set forth in subdivisions (b), (e), (f), (g), (h), (i), and (m) of Section 8 of this Article III.