ARTICLE
IV
BOARD OF DIRECTORS
1.
Number,
Qualification, and Appointment or Election. Until the first annual meeting of the Association, the affairs of the Association
shall be 'governed by a Board of Directors consisting of three (3) persons appointed by Declarant. At such first meeting; there
shall be elected.
any three
(3) persons to the Board of Directors, who shall, thereafter, govern the affairs of this- Association
until their successors :have been duly elected and Notion of candidates for the election of Directors shall always be allowed
from the floor. .
2.
General
Powers and Duties. The Board of Directors shall have the powers and duties necessary for the administration of the affairs
of the Association and/or the operation and maintenance of a first class residential development. The Board of
Directors
may do all such acts and things except as prohibited by law or by the Bylaws or by the Declaration.
3.
Other
Powers and Duties.
Such powers and duties of the Board of Directors shall include, but shall not be limited to,
the
following,
all
of which
shall
be
done for
and
on behalf of the Owners of the properties:
a)
Administration.
To administer and enforce the covenants, conditions, restrictions, easements, uses, limitations, obligations
and all other provisions set forth in the Declaration, the Bylaws of the Association and supplements and amendments thereto.
b)
Rules.
To establish, make and enforce compliance with such reasonable house rules as may be necessary for the operation, use and
occupancy of the Properties with the right to amend same from time to time. A copy of such rules and regulations
shall be delivered or mailed to each Owner within five (5) days following the adoption thereof.
c)
Maintenance
of Common Elements. To keep in good order, condition and repair all of the Common Elements and all items of common
personal property used by the Owners in the enjoyment of the entire program.
d)
Insurance.
To insure and keep insured all of the insurable Common Elements of the property in an amount equal to their maximum
replacement value as is provided in the Declaration. To insure and keep insured all of the common fixtures, equipment
and personal property for the benefit of the Lots and their mortgagees. Further, to obtain and maintain comprehensive liability insurance covering the Common Elements.
e)
Budget:
Determination of Assessment; Increase or Decrease Same; Levy of Special Assessments. To prepare a budget for the Properties,
at least annually, determine the amount of Common Expenses payable by the Owners to meet the financial needs of the Properties,
and allocate and assess such Common Expenses among the Owners, and by a majority vote of the Board to adjust, decrease or increase the amount of the
monthly assessments, and remit or return any excess of assessments over expenses, working capital, sinking funds, reserve for
deferred maintenance and for replacement to the Owners at the end of each operating year. To levy and collect special
assessments
whenever, in the opinion of the Board, it is necessary to do so in order to meet increased operating or maintenance expenses or costs,
or additional capital expenses, or because of emergencies.
f)
Enforcement
of Assessment Lien Rights. To collect delinquent assessments by suit or otherwise and to enjoin or seek damages
from an Owner who may be in defaas is provided for in the Declaration and the Bylaws. To enforce a per diem late charge
and to collect interest in connection with assessments remaining unpaid more than thirty (30) days from due date for payment
thereof,
together
with all
expenses,
including attorney's fees incurred.
g)
Protect
and Defend. To protect and defend the entire Properties from loss and damage by suit or otherwise.
h)
Borrow
Funds. To borrow funds in order to pay for any expenditure or outlay required pursuant to the authority granted by the provisions of the
recorded Declaration and these Bylaws, and to execute all such instruments evidencing such indebtedness as the Board of Directors
may deem necessary.
i)
Contract.
To enter into Contracts within the scope of their duties and powers.
j)
Bank
Account. To establish a bank account or accounts for the common treasury and for all separate funds which are required or
may be deemed advisable by the Board of Directors.
k)
Manage.
To make repairs, additions, alterations and improvements to the Common Elements consistent with managing the project in a
first class manner and consistent with the best interest of the Owners.
1) Books and Records.
To keep
and
maintain full and accurate books and records showing all of the receipts, expenses or disbursements and to permit examination
thereof by each of the Owners and each first mortgagee, and to cause a complete audit of the books and records by auditors
once a year, if requested.
m)
Annual
Statement. To prepare and deliver annually to each Owner a statement showing receipts, expenses and disbursements since the
last such statement.
n)
Meetings.
To meet at least once each year, provided, that any Board of Directors meeting may be attended and
conducted by telephone or other device which permits all of the Directors: in attendance to participate in such meeting,
and provided further that any action, required to be taken at any meeting of the Board of Directors,
or any action
which may be
taken at such meeting, may be taken without a meeting if a consent in writing, setting forth the action so taken, shall
be
signed by all of the members of the Board.
o)
Personnel.
To designate, employ and dismiss the personnel necessary for the maintenance and operation of the Common Elements or other
administration of the project.
p)
Administration
of Association. In general, to carry on the administration of this Association and to do all of those things necessary and
reasonable in order to carry out the governing and the operation of this project.
q)
Managing
Agent. To employ for the Association a management agent ("Managing Agent") who shall have and exercise all of the powers granted
to the Board of Directors by the Declaration and Bylaws.
r)
Ownership
of Lots. To own, convey, encumber, lease or otherwise deal with Lots conveyed to it as the result of enforcement of the liens
for common expenses or otherwise.
s)
All
Things Necessary and Proper. To do all dings necessary and proper for the sound and efficient management of the Properties.
t)
Tax
Exempt Status. To determine each year the advisability of election of tax exempt status under Internal Revenue Code.
4.
No
waiver of Rights. The omission or failure of the Association or any Owner to enforce, the covenants, conditions, restrictions,
easements, use limitations, obligations or other provisions of the Declaration, the Bylaws or the regulations
and house
rules
adopted pursuant thereto, shall not constitute or be deemed a waiver, modification or
release thereof,
and
the Board of Directors or the Managing Agent shall have the right to enforce the same thereafter.
5.
Election
and Term of Office; Stagger Office. At the first annual meeting of the Association the term of office of two (2) Directors
shall be
fixed:
at
two (2) years; and the term of office of the remaining Directors shall be wed at
one year. At the expiration of the initial term of office of each respective Director, his successor shall be elected
to serve a term of one (1) year. The Directors shall hold office until their successors have been elected and hold
their first meeting, except as is otherwise provided.
6.
Vacancies
of Board. Vacancies in the Board of Directors caused by any reason other than the removal of a Director by a vote of the Association
shall be filled by a vote of the majority of the remaining Directors, even though they may constitute less than a quorum;
and each person so elected shall be a Director until a successor is elected at the next annual meeting of the Association.
7.
Removal of Directors. At any regular or special meeting duly called, any one or more of the Directors
may be removed with or without cause by two-thirds (2/3) of the Owners, and a successor may then and there be elected to fill
the vacancy thus created. Any Director whose removal has been proposed by the Owners shall be given an opportunity to be heard
at the meeting. Should any Director miss three consecutive regular meetings of the Board of Directors, (and not properly excused)
he shall automatically
be removed from the Board and a successor selected and approved by the Board to fill his unexpired term
8.
Directors'
Organizational Meeting. The first meeting of a newly elected Board of Directors following the annual meeting of the Owners
shall be held within ten (10) days thereafter at such place as shall be fixed by the Directors at the meeting at
which
such Directors were elected, and no notice shall be necessary to the newly elected Directors in order legally to constitute
such meeting, provided a majority of the whole Board shall be present.
9.
Directors'
Regular Meetings. Regular meetings of the Board of Directors may be held at such time and place as shall be determined from
time to time by a majority of the Directors, but at least one (1) such meeting shall be held during each year. Notice
of regular meetings of the Board of Directors shall be given to each Director, personally or by mail, telephone
or telegraph, at least (5) days prior to the day named for such meeting.
10.
Directors’ Special Meetings. Special meetings of the Board of Directors may be called by the President
on five (5) days notice to each Director, given personally, by mail., telephone or telegraph, which notice shall state
the time, place (as hereinabove provided) and purpose of the meeting. Special meetings of
the Board of Directors shall be called by the President or Secretary or Assistant Secretary of the Association in like
manner and on like notice on the written request of one or more Directors.
11.
Waiver of Notice. Before or at any meeting of the Board of Directors, any Director may, in writing, waive notice
of such meeting and
such waiver shall be deemed equivalent to the giving of such notice. Attendance by a Director at any meeting of the
Board shall be a waiver of notice by him of the time and the place thereof. If all the Directors are present at any meeting
of the Board, no notice shall be required and any business may be transacted without further notice.
12.
Board of Directors' Quorum. At all meetings of the Board, a majority of the Directors shall constitute a quorum
for the transaction
of
business, and the acts of the majority of the Directors present at a meeting at which a quorum
is present shall be the acts of the Board of Directors. If, at any meeting of the Board
of Directors, there be less than a quorum present, the majority of those present may adjourn the meeting from
time to time. At any such adjourned meeting, any business which might have been transacted at the meeting
as originally called may be transacted without further notice
13.
Fidelity
Bonds. The Board of Directors may require that all officers and employees of the Association handling or responsible for
Association
funds furnish adequate fidelity bonds. The premiums on such bonds shall be a Common Expense.
14.
Compensation. No member of the Board of Directors shall receive any compensation for acting as such. However,
members of the Board of Directors or Association may be reimbursed for expenses
incurred by them
in the performance of Association business
