By-Laws
-- 3/28/2013: Approved by greater than a two-thirds majority of unit owners per Section 12.1 of the By-Laws --
PICKERING NORTH CONDOMNIUMS
BY-LAWS
This Association made this 22 day of February, 1982, by PHILIP S. SINGLETON of 22 Fletcher Road, Lynnfield, Essex County, Massachusetts and J. NORMAN WELCH, JR., of 45 Beacon Street, Marblehead, Essex County, Massachusetts, do hereby associate themselves together with any and all future Owners of record of a Unit of the PICKERING NORTH CONDOMINIUMS and for the PICKERING NORTH CONDOMNIUM ASSOCIATION (The Association) for the purposes enumerated in the By-Laws which are hereby adopted.
ARTICLE I
General
1.1 The Condominium.
The property in Salem, Massachusetts described in the Master Deed dated February 22, 1982, recorded with the Essex South District Registry of Deeds, Book 6911, Page 765, immediately prior hereto has been submitted to the provisions of Chapter 183A of the Massachusetts General Laws by Pickering Associates, a Massachusetts partnership (hereinafter called the "Sponsor").
The Condominium thereby created shall be known as Pickering North Condominiums (hereinafter called the "Condominium"). The term "Condominium" as used herein shall refer, where the context so admits, to the land, the buildings and all other improvements thereon including the units ("Units") and the common areas and facilities provided for in the Master Deed {"Common Elements"} as well as to the association of Unit Owners formed hereby.
1.2 Application.
An owner of record of a Unit ("Unit Owner") shall automatically become a member of the Condominium and the membership of a Unit Owner shall terminate when he ceases to be a Unit Owner, with such membership automatically transferred to his successor in interest. All present and future owners, mortgagees, lessees and occupants of Units and their employees, and any other persons who may use the facilities of the Condominium in any manner are subject to these By-Laws, the Master Deed, and the rules and regulations referred to in Section 5.12.
The acceptance of a deed, conveyance, letting or occupancy of a Unit shall constitute an agreement that these By-Laws, the Master Deed and the rules and regulations, as they may be amended from time to time, are ratified and accepted.
ARTICLE II
Board of Managers
2.1 Number and Term.
(a) The Board of Managers (the “Board”) shall be composed of at least three individuals, but not more than five individuals, said number to be determined by a vote of the majority of Unit owners. Managers shall be individuals who are Owners of record of a Unit or Units or spouses of owners. In such case as a title to a Unit is held by a fiduciary, such individual may be the fiduciary, or in the case of a Unit owned by a corporation, an officer or director of such corporation.
No such individual shall be eligible to stand for election or serve as Manager if said Unit Owner is not in good standing with the Condominium Association. To be in good standing, a Unit Owner must be current (zero balance) in the payment of all common expenses and other charges assessed to the Unit at least thirty (30) days prior to any duly held meeting, must not be in violation of any provision, restriction, rule or regulation of the Condominium and must not be engaged in litigation with the Condominium Trust or any of the individuals serving on the Board of Managers with regard to matters pertaining to the Condominium Association.
In the event a serving member of the Board of Managers is no longer in good standing, he/she shall be subject to removal upon majority vote of the remaining members of the Board of Managers after notice and an opportunity to be heard by the Board of Managers.
(b) The term of each Manager shall be for a period of three (3) years from the annual meeting of Unit Owners at which such Manager is elected. Such terms will be on a staggered basis so that in each year one or two Managers’ terms will expire. A Manager whose term has expired shall continue in office until a successor is elected or appointed as hereinafter provided.
(c) If and when the number of Managers shall become less than the number as decided upon pursuant to Section 2.1(a) herein due to death, disability, resignation or cessation of ownership or, in the case of a spouse, residency in common with the Owner or Owner’s cessation of ownership, a vacancy shall be deemed to exist. Such vacancy shall, for the balance of the unexpired term of the vacating Manager, be filled (a) by the appointment of an individual as aforesaid by the then remaining Managers for the period until the next annual meeting and (b) for any portion of the term then remaining by a Majority Vote of the Unit Owners at said annual meeting as hereafter provided. The expiration of a term shall also create a vacancy which shall likewise be filled at the annual meeting of the Unit Owners. At the annual meeting, person(s) receiving the greatest individual totals of Beneficial Interest votes of the Unit Owners present in person or by proxy shall be elected Manager(s); provided that a quorum is present. Where more than one vacancy exists, the person(s) receiving the next greatest individual total(s) of Beneficial Interest votes as there are vacancy(s) shall be elected Manager(s). There shall be no cumulative voting. In such event as the Unit Owners should fail to elect a successor Manager at the annual meeting, then the remaining Managers may appoint an individual, as aforesaid, to fill any such vacancy. In the event that the Managers fail to so appoint a successor Manager within thirty (30) days, or if there is no remaining Manager, then such vacancy, or vacancies, shall, upon the petition therefor of any Unit Owner, with notice to all other Unit Owners, be filled by the appointment, or appointments, of a court of competent jurisdiction. The election or appointment of Managers shall become effective upon such election or appointment. An instrument certifying such election or appointment shall be recorded with the Essex County Registry of Deeds, sworn and subscribed to by a majority of the then Managers, (1) referencing these By-Laws and the Master Deed; (2) reciting the existence and cause of the vacancy; (3) the election or appointment of the successor Manager; and (4) containing an acceptance of such election or appointment by the successor Manager. In the case of appointment by a court, an attested copy of the order may be recorded. The failure or delay in recording said instrument shall not affect the validity of such Managers election.
2.2 Board Action.
In any matters relating to the administration of the Condominium and the exercise of the powers herein conferred, the Managers may act by majority vote of their number at any duly called meeting at which a quorum is present as hereinafter provided. The Managers may also act without a meeting by instrument or instruments executed by all of their number.
2.3 Power to Act When Vacancy Exists.
Notwithstanding anything contained herein to the contrary, despite any vacancy in the office of Manager, however caused and for whatever duration, the then remaining or surviving Manager or Managers, shall continue to exercise and discharge all of the powers, discretions and duties hereby conferred or imposed upon the Managers; provided, however, that if there be but one Manager, said Manager shall refrain from so exercising and discharging said powers, discretions and duties except as to matters which, by their nature and/or effect, require immediate attention and/or are of a routine nature.
2.4 Powers and Duties.
The Board shall act for and on behalf of the Condominium in all matters unless a particular matter is required by the Master Deed or these By-Laws to be decided by the Unit Owners. The Board subject to the provisions of Chapter 183A shall have the powers and duties necessary and proper for the administration of the affairs of the Condominium, and may do all acts and things related thereto except those specifically restricted by law or by the Master Deed or by these By-Laws. Such powers and duties of the Board shall include, but shall not be limited to the following:
(a) Operation, care, upkeep, repair and maintenance of the Common Elements;
(b) Determination of the common expenses appropriate to the affairs of the Condominium, including without limitation, the equitable apportionment of expenses incurred with respect to the Condominium and other property, and allocating items of income and expense.
(c) Collection of assessments from the Unit Owners;
(d) Employment and dismissal of personnel appropriate to the operation and affairs of the Condominium;
(e) Adoption, amendment and administration (including waiver) of reasonable rules and regulations covering the operation and use of the Condominium, and levying or abating fines against Unit Owners for violation thereof, which fines shall be additional assessments constituting a lien on the Unit as provided in Section 5.2.
(f) Opening of bank accounts on behalf of the Condominium and designating the signatories required therefor;
(g) Purchasing, owning, conveying, mortgaging, encumbering, leasing and otherwise dealing with Units, and organizing corporations or trusts to act as nominee in connection therewith; and purchasing or leasing a Unit or other residential quarters in the Condominium for use by a superintendent;
(h) Selling, leasing, mortgaging, voting the votes appurtenant to, or otherwise dealing with units acquired by, and subleasing units leased by the Association, or its nominee, corporate or otherwise, on behalf of all the Unit Owners.
(i) Organizing corporations or trusts to act as nominees of the Association in acquiring title to or leasing of apartment units on behalf of all Unit Owners.
(j) Obtaining insurance for the Condominium as provided in Section 5.4;
(k) Making replacements, additions, improvements or alterations to the Condominium as provided herein;
(l) Incurring indebtedness to meet operating expenses;
(m) Granting, acquiring or relocating easements;
(n) Bringing or compromising claims or conducting litigation and being subject to suit as to any course of action involving the Condominium or Units owned by the Condominium, or involving the Common Elements or arising out of the enforcement of the By-Laws, Rules and Regulations or restrictions in the Master Deed; and
(o) Altering the layout, location, nature and use of any Common Elements, and making installations therein and moving and removing the same.
(p) Subject to rights of Unit Owners as granted in the Master Deed, leasing, licensing and otherwise allocating parking spaces to the use of Unit Owners and others, and applying common income therefrom to the Condominium.
(q) Managing and otherwise dealing with such community facilities as may be provided for in the Master Deed as being common areas and facilities (“Common Elements”).
(r) The Board of Managers shall have the power to enforce obligations of Unit Owners; to enforce the rules and regulations of the Condominium; to allocate income and expenses; and to do anything and everything else necessary and proper for the sound management of the Condominium. In case of violation of the rules and regulations by a Unit Owner, the Board of Managers shall have the power to require such Unit Owner to post a bond to secure adherence to the rules and regulations.
(s) Entering into management contracts for the management of the Common Elements.
Generally, in all matters not herein otherwise specified, controlling, managing and disposing of the Association Property and controlling and managing the Property (excluding the Units) as if the Managers were the absolute owners thereof and doing any and all acts, including the execution of any instruments, which by their performance thereof shall be shown to be in their judgment for the best interest of the Condominium and its Unit Owners.
2.5 Managing Agent.
The Board may employ for the Association and Condominium, a managing agent and/or a manager with competitive compensation and on such other competitive terms and conditions as the Board deems in the best interest of the Condominium, to perform to the extent permitted by law, such duties and services as the Board shall authorize, including but not limited to the duties listed in subdivisions (a), (c), (d), (k) and (n) of Section 2.4 , but excluding in any event all of the powers granted to the Managing Board by subdivisions (b), (e), (f), (g), (h), (i), (j), (l), (m), (o) and (p) of said Section 2.4, which are reserved to the Board. The Managing Board shall not, however, have the power to enter into a Contract in excess of one year without the consent of all Unit Owners.
2.6 Resignation; Removal.
Any Manager may resign at any time by an instrument in writing, signed and acknowledged in the manner required in Massachusetts for the acknowledgement of deeds and delivered to the remaining Managers. Such resignation shall take effect upon the recording of such instrument with the Registry of Deeds, unless specified to be effective at some other time in said instrument. The remaining Managers, or Manager, shall forthwith cause said instrument to be duly recorded with said Registry of Deeds. Upon a failure thereof, or the absence of other Managers, the resigning Manager may so record said instrument and shall notify the Unit Owners thereof.
Any Manager may, with or without cause, be removed by a vote of fifty one percent (51%) of the Unit Owners at a special meeting duly called therefor and after being afforded the opportunity to be heard. The vacancy so resulting shall be filled in the manner provided in Section 2.1 hereof. Such removal shall become effective upon said vote and a certificate thereof shall be recorded with the Registry of Deeds executed by a majority of the then remaining Managers in office or, upon a failure thereof, by any five of the Unit Owners voting to remove such Manager.
2.7 Board of Manager Meetings.
(a) Organization Meeting: The first meeting of the members of the Managing Board shall be held immediately following the annual meeting of the Unit Owners, and at such meeting may elect from their number a President, Treasurer and Clerk, and any other officers they deem expedient. No notice shall be necessary to the newly elected members of the Managing Board in order legally to constitute such meeting, providing a majority of the whole Managing Board shall be present.
(b) Meetings of the Managing Board may be held at such time and place as shall be determined from time to time by a majority of the members thereof. Notice of regular meetings of the Managing Board shall be given to each member thereof by telephone, mail or email, at least three (3) business days prior to the day of such meeting. Such notice may be waived by all Managers. Attendance at a meeting shall constitute a waiver.
2.8 Quorum and Voting for Board Meetings.
At all meetings of the Board, a majority of the members thereof shall constitute a quorum for the transaction of business, and the votes of a majority of the members of the Board present and voting at a meeting at which a quorum is present shall constitute the decision of the Board. Any action which might be taken at a meeting of the Board may be taken without a meeting if a written consent to the action is signed by all the Managers. Such a consent shall be treated for all purposes as a unanimous vote of the Board. If at any meeting there is less than a quorum present, a majority thereof may adjourn the meeting from time to time; and at any adjourned meeting at which a quorum is present, any business which might have been transacted at the meeting originally called may be then transacted without further notice.
2.9 Fidelity Bonds.
The Board of Managers shall attempt to obtain adequate fidelity bonds for all officers, agents or employees of the Condominium handling or responsible for Condominium funds. The premium on such bonds shall constitute a common expense.
2.10 Compensation.
No member of the Board of Managers shall receive any compensation from the Condominium for acting as such.
2.11 Liability of Board of Managers.
The members of the Board of Managers shall not be liable to the Unit Owners for any mistaken judgment, negligence, or otherwise, except for their own individual wilful misconduct or bad faith. It is intended that the members of the Board of Managers shall have no person liability with respect to any contract made by them on behalf of the Condominium, and the Unit Owners shall indemnify and hold harmless each of the members of the Board of Managers against all contractual liability to others arising out of contracts made by the Board of Managers on behalf of the Condominium unless such contracts shall have been made in bad faith or contrary to the provisions of these By-Laws. It shall be permissible for the original Board of Managers, some of whom are members of or employed by the Sponsor, to contract with the Sponsor and affiliated corporations without liability for self-dealing. The liability of the Unit Owners arising out of any act or neglect of the Board or any Manager or out of the aforesaid indemnity in favor of the members of the Board of Managers shall be a common expense. Every agreement made by the Board of Managers or by the Managing Agent or by the Manager on behalf of the Condominium shall provide that the members of the Board of Managers, or the Managing Agent, or the Manager, as the case may be, are acting only as agent for the Unit Owners and shall have no personal liability thereunder.
ARTICLE III
Unit Owners
3.1 Annual Meetings.
Annual meetings shall be held within two (2) months of the commencement of the fiscal year as specified in Section 5.1, or at such other date, time and location as may be designated by the Board of Managers. At such meetings there shall be elected by ballot of the Unit Owners a Board of Managers in accordance with the requirements of Article II of these By-Laws. The Unit Owners may also transact such other business of the condominium as may properly come before them.
3.2 Place of Meetings.
Meetings of Unit Owners shall be held at the Condominium or at such other suitable place convenient to the Unit Owners as may be designated by the Board.
3.3 Special Meetings.
It shall be the duty of the President to call a special meeting of the Unit Owners as directed by the Board of Managers or upon a petition signed by Unit Owners representing at least one-third in interest of the Common Elements having been presented to the Clerk. 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.
3.4 Notice of Meetings.
It shall be the duty of the Clerk to mail or deliver a notice of each annual or special meeting of the Unit Owners at least ten {10) but not more than thirty (30) days prior to such meeting stating the purpose thereof as well as the date, time and place where it is to be held, to each Unit Owner of record, at the Condominium or at such other address as such unit owner shall have designated by notice in writing to the Clerk. The mailing of a notice of meeting in the manner provided in this Section shall be considered service of notice. Notice of a meeting need not be given to a unit owner if a written waiver thereof, executed before or after the meeting by such unit owner or his duly authorized attorney, is filed with the records of the meeting, and attendance at a meeting shall constitute a waiver of notice thereof.
Where necessary and appropriate, notices of meetings shall include an agenda for the meeting. The agenda may be amended prior to the meeting provided that the Unit Owners are supplied with and updated agenda no less than three (3) days prior to said meeting.
3.5 Adjournment of Meetings.
If any meeting of Unit Owners cannot be held because a quorum has not attended, a majority in interest of the Unit Owners who are present at such meeting, either in person or by proxy, shall adjourn the meeting to a time not less than forty-eight (48) hours from the time the original meeting was called; and at any adjourned meeting at which a quorum is present, any business which might have been transacted at the meeting originally called may be then transacted without further notice.
3.6 Order of Business.
The order of business at all meetings of the Unit Owners shall be as follows:
(a) Roll call.
(b) Proof of notice of meeting.
(c) Reading of minutes of preceding meeting.
(d) Reports of officers.
(e) Report of Board of Managers.
(f) Reports of committees.
(g) Election of members of the Board of Managers (when so required).
(h) Unfinished business from a previous meeting.
(i) New business, any of which may be waived.
The Unit Owners shall transact the business of the Condominium at a duly called meeting, except that any action to be taken by the Unit Owners may be taken without a meeting if all Unit Owners entitled to vote on the matter consent to the action by a writing filed with the records of meetings of Unit Owners. Such consent shall be treated for all purposes as a vote at a meeting.
3.7 Title to units.
Title to Units may be taken in the name of an individual or in the names of two or more persons, as tenants in common or as joint tenants or as tenants by the entirety, or in the name of a corporation or partnership, or in the name of a fiduciary. No one entity may own more than 25% interest in the common areas and facilities.
3.8 Voting.
All Unit Owners and persons duly acting as proxies for Unit Owners may be present at any meeting of the Unit Owners. The owner or owners of each unit shall be entitled at all meetings of Unit Owners to cast the vote attributed to such unit as provided in this Article III. If a unit is owned by two or more persons, anyone of such persons may act for all of such owners, unless one of such owners objects, in which case the vote attributed to such unit shall not be counted for any purpose.
For all purposes of these By-Laws, including every action on which there is a vote of the Unit Owners and every other occasion on which there is any other kind of action taken or approved by a designated percentage of the Unit Owners, the votes, approvals or consents of the Unit Owners shall be weighed by attributing to each unit the same percentage as the respective unit owner's percentage interest in the common areas and facilities. As used in these By-Laws, any stated percentage of the Unit Owners shall mean the percentage in the aggregated of the undivided ownership of the common areas and facilities of the Condominium.
3.9 Majority of Unit Owners.
As used in these By-Laws the term "majority of Unit Owners" or reference to a given percentage of Unit Owners shall mean those Unit Owners having the applicable percentage of the total authorized votes of all Unit Owners present in person or by proxy and voting at any meeting of the Unit Owners, determined in accordance with the provisions of Section 3.8 of this Article III. The vote of a majority of Unit Owners at a meeting at which a quorum shall be present shall be binding upon all Unit Owners for all purposes except where in the Master Deed or these By-Laws, or by law, a higher percentage vote is required.
3.10 Quorum.
Except as otherwise provided 1n these By-Laws, the presence in person or by proxy of Unit Owners representing a majority in interest of the Common Elements shall constitute a quorum at all meetings of the Unit Owners, until adjourned.
3.11 Proxies and Fiduciaries.
Any person designated by a unit owner or owners to act as proxy on his or their behalf, shall be entitled to act for the unit owner in all matters concerning the Association and the Condominium within the authority granted by the proxy and until the proxy expires or is revoked, including casting the vote attributed to the unit at any meeting of the Unit Owners. A designated proxy has the right to vote on all matters in the same capacity as the unit owner. The designation of any proxy by a unit owner shall be made in writing to the Clerk and shall be revocable at any time by written notice to the Clerk by the owner or owners so designating. A fiduciary shall be entitled to vote and take all actions pursuant to these By-Laws with respect to any unit owned in a fiduciary capacity.
ARTICLE IV
Officers
4.1 Designation.
The principal officers of the Condominium shall be the President, the Clerk and the Treasurer, all of whom shall be elected by the Board of Managers. The Board of Managers may appoint an assistant treasurer, an assistant clerk and such other officers as in its judgment may be necessary. The President, Treasurer and Clerk but no other officers, need be members of the Board of Managers.
4.2 Election of Officers.
The officers of the Condominium shall be elected annually by the Board of Managers and shall hold office at the pleasure of the Board of Managers and until their successors are elected.
4.3 Removal of Officers.
Upon the affirmative vote of a majority of the members of the Board of Managers, any officer may be removed, either with or without cause, and his successor may be elected at any regular meeting of the Board, or at any special meeting called for such purpose.
4.4 President.
The President shall be the chief executive officer of the Condominium. He shall preside at all meetings of the Unit Owners and of the Board of Managers. He shall have all of the general powers and duties which are incident to the office of President of a stock corporation organized under the Business Corporation Law of the Commonwealth of Massachusetts, including but not limited to the power to appoint committees from among the Unit Owners from time to time as he may in his discretion decide are appropriate to assist in the conduct of the affairs of the Condominium.
4.5 Clerk.
The Clerk shall keep the minutes of all meetings of the Unit Owners and of the Board of Managers; shall have charge of such books and papers as the Board of Managers may direct; and shall, in general, perform all the duties incident to the office of Clerk of a stock corporation organized under the Business Corporation Laws of the Commonwealth of Massachusetts.
4.6 Treasurer.
The Treasurer shall have the responsibility for Condominium funds and securities and shall be responsible for keeping full and accurate financial records and books of account showing all receipts and disbursements and for the preparation of all required financial data. He shall be responsible for the deposit of all moneys and other valuable effects in the name of the Board of Managers, or the managing agent, in such depositories as may from time to time be designated by the Board of Managers, and he shall, in general, perform all the duties incident to the office of Treasurer of a stock corporation organized under the Business Corporation Law of the Commonwealth of Massachusetts. No payment vouchers shall be paid unless approved by the Treasurer. The Treasurer shall take the place of the President and perform his duties whenever he is absent or unable to act.
4.7 Agreements, Contracts, Deeds, Checks, etc.
All agreements, contracts, deed, leases, and other instruments of the Condominium, and all checks for amounts in excess of $1,000, shall be executed by any two officers of the Condominium or by any one officer and such other person or persons as may be designated by the Board of Managers.
4.8 Compensation of Officers.
No Officer shall receive any compensation from the Condominium for acting as such.
4.9 Certification.
When so requested by any Unit Owner, or any mortgagee of a Unit, any officer, the Board of any Manager, as the case may be, shall certify to any matter relating to the Condominium. Any instrument signed by a majority of the Board named in the Master Deed or a majority at any time of the members of the Board as they appear of record and duly attested as the act of the Condominium may be relied on as conclusively establishing that such instrument was the free act of the Condominium, and shall be binding upon the Condominium. No purchaser, mortgagee, lender or other person dealing with the Board, as they appear of record, shall be bound to ascertain or inquire further as to the persons who are then members of the Board nor be affected by any notice, implied or actual, relative thereto, other than a recorded certificate thereof, and such recorded certificate shall be conclusive evidence of the members of the Board and of any changes therein.
ARTICLE V
Operation of the Condominium
5.1 Determination of Common Expenses and Fixing of Common Charges.
The fiscal year of the Condominiums shall be August 31. The Board of Managers shall from time to time, and at least annually, prepare a budget for the Condominium, determine the amount of the common expenses payable by the Unit Owners to meet the expenses of the Condominium and, by majority vote assess such common expenses among the Unit Owners according to their respective interests in the Common Elements. The common expenses shall include such amounts as the Board of Managers may deem proper for the operation and maintenance of the Property, including, without limitation, an amount for working capital of the Condominium, for a general operating reserve, for a reserve fund for replacements, a reserve for insurance premiums, and to make up any deficit in the common expenses for any prior year. If, during the course of any year, it appears to the Board that the common expenses previously assessed are insufficient, the Board shall prepare a supplemental budget, and the expenses thereof shall likewise be assessed among the Unit Owners. The Board of Managers shall notify Unit Owners within 14 days of discovery of such insufficiency and within 30 days advise all Unit Owners in writing of the amount of the common expenses assessed to and payable by each of them, and shall furnish copies of each budget on which such common expenses are based to all Unit Owners and to any of their mortgagees who so request in writing. Each Unit Owner and each mortgagee of a Unit shall be permitted to examine the books of account of the Condominium at reasonable times.
5.2 Payment of Common Expenses.
Unit Owners shall pay the assessed common expenses monthly in advance or at such other times as the Board shall determine. If any Unit Owner fails to pay such assessment when due, the amount thereof shall constitute a lien on such Unit as provided in Section 6 of Chapter 183A. No person shall be liable for the payment of an assessment of common expenses made after he has conveyed his Unit to a new Unit Owner. Such person shall, however, be personally liable for common expenses assessed prior to a conveyance. A conveyance for this purpose shall be deemed to occur when a deed is executed and delivered in accordance with the provisions of Article VI of these By-Laws.
A purchaser of a Unit shall be liable for the payment of unpaid assessments which constitute a statutory lien against the Unit prior to its acquisition by him, except that a purchaser of a Unit at a foreclosure sale of a first mortgagee of record, or a first mortgagee who takes by deed in lieu of foreclosure shall not be liable for, and the Unit shall not be subject to, a lien for the payment of assessments made prior to such foreclosure sale or conveyance in lieu of foreclosure.
5.3 Collection of Assessments.
The Board shall take prompt action to collect any assessments due from any Unit Owner which remain unpaid for more than 10 days from the due date for payment thereof (being the first of each month).
If a Unit Owner defaults in paying his assessment, at the time the assessment becomes delinquent on the 11th day of the month, a late charge, as determined by the Board will be added to the account.
The Board may recover such assessment, together with interest thereon, and the expenses of the proceedings, including attorneys' fees, in an action at law or in equity to recover the same brought against such Unit Owner, or by foreclosure of the lien on such Unit as provided in Section 6 of Chapter 183A of the Massachusetts General Laws. A suit to recover a money judgment for unpaid assessments may be maintained without foreclosing or waiving the lien securing the same.
5.4 Insurance.
The Managers and the Unit Owners shall obtain and maintain the following insurance policies:
(a) Casualty Insurance.
The Managers shall obtain and maintain, to the extent reasonably obtainable and permitted by applicable law, so-called master policies of casualty insurance providing fire-with-extended coverage and so called all risk coverage insurance, insuring the Condominium, including, without limitation, the Common Areas and Facilities, all of the Units with all fixtures, additions, alterations and improvements thereof, all heating and cooling equipment and other service machinery, apparatus, equipment and installations comprised in the Common Areas and Facilities, and also all such portions normally deemed to constitute part of the buildings and customarily covered by such insurance, but not including any furniture, furnishings, carpeting, wall coverings, light fixtures, appliances, or household and personal property belonging to and owned by individual Unit Owners or Tenants, in an amount equal to the full replacement cost thereof (as that term is used for insurance purposes), subject to such reasonable deductible as the Trustees may determine, and which shall include, if available at a reasonable cost, so-called Agreed Amount, Inflation Guard, Construction Code and Replacement Cost Endorsements. The Managers may purchase a so-called "blanket" policy covering all of the buildings, if there be more than one, if they deem it advisable. In determining full replacement value, the Managers may reasonably rely upon the advice of the insurer or their agent. The name of the insured under such policy shall be stated in form, substance and effect, similar to the following: "Managers of the Pickering North Condominium Association for use and benefit of the Unit Owners of Pickering North Condominium Association and their mortgagees as their interests may appear".
Such insurance shall contain the standard mortgagee clause and shall name the Managers as Insurance Managers for the use and benefit of all Unit Owners of the Pickering North Condominium and their mortgagees as their interest may appear, with losses payable to and adjusted by the Managers as Insurance Managers in accordance with the provisions of these By-Laws. The Trustees may insure against such other hazards or risks of casualty as the Managers from time to time in their discretion shall determine to be appropriate, including, but not limited to, vandalism, malicious mischief, windstorm and water damage, earthquake, flood and machinery explosion or damage.
(b) Liability Insurance.
he Managers shall obtain and maintain, to the extent obtainable and/or applicable, master policies of insurance with respect to the Common Areas and Facilities for the benefit and protection of the Association and all Unit Owners for: (i) comprehensive public liability insurance in such limits as the Managers may, from time to time, determine but in no case less than $1,000,000/$1,000,000 in base coverage and $4,000,000/$4,000,000 umbrella coverage, covering the Association, the Managers/the Property Manager, if any, and each Unit Owner with respect to liability arising out of ownership, maintenance or repair of the Common Areas and Facilities of the Condominium, such insurance providing for cross claims by the co-insureds, and containing a "severability of interest" endorsement which shall preclude the insurer from denying the claim of a Condominium Unit Owner because of negligent acts of the Association, the Managers or other Unit Owners, and other provisions commonly referred to as a "Special Condominium Endorsement" or its equivalent; (ii) workmen's compensation and employee's liability insurance; (iii) if applicable, boiler and machinery insurance in such limits as the Managers may, from time to time, determine but in no case less than $2,000,000 or the insurable value of the building(s) housing the boiler or machinery, whichever is less; (iv) non-owned automobile insurance with the same limits as the comprehensive general liability insurance; and (v) such other liability insurance as the Trustees may from time to time deem appropriate and desirable.
(c) Fidelity Coverage.
The Managers shall obtain fidelity coverage against dishonest acts on the part of the Managers, the Property Manager, if any, employees or volunteers responsible for handling funds belonging to Association or administered by the Managers. This fidelity insurance shall name the Pickering North Condominium Association as the named insured and shall be written in an amount equal to the maximum amount 'that will be in the custody of the Association at any one time, but in no event less than three months Common Expenses plus all reserves. In connection with such coverage, an appropriate endorsement to the policy to cover any persons who serve without compensation shall be added if the policy would not otherwise cover volunteers.
(d) Directors And Officers Liability Insurance.
he Managers shall obtain Directors and Officers Liability Insurance in such amounts and upon such terms, as they deem appropriate.
(e) FHLMC And FNMA Insurance Requirements.
If the Federal Home Loan Mortgage Corporation (FHLMC) or the Federal National Mortgage Association (FNMA) holds any interest in one or more mortgages on Units of which the Managers have received notice, the Managers shall obtain and maintain, to the extent reasonably obtainable, such other insurance as may be required from time to time by whichever of FHLMC or FNMA holds any interest in one or more mortgages on Units. All such policies shall be in such amounts and contain such terms as may be required from time to time by whichever of FHLMC or FNMA holds such interest.
(f) Unit Owners Insurance.
Unit Owners shall carry insurance for their own benefit insuring their furniture, furnishings and other personal property located within their respective Units or its appurtenances, and for such as is not covered by the Condominium master policies - particularly any deductible; provided that all such policies shall contain waivers of subrogation and further provided that the liability of the carriers issuing insurance obtained by the Managers shall not be affected or diminished by reason of any such additional insurance carried by any Unit Owner, or if so effected, it shall be deemed that the Unit Owners' insurance coverage has been assigned to the Trust to the extent of such effect. Unit Owners shall in all events maintain liability insurance covering damage to the Property in such reasonable amounts as the Managers may determine and, upon request, provide evidence thereof to the Managers.
(g) Terms And Conditions Of Policies.
Policies for casualty insurance, and to the extent applicable, such other policies of insurance, shall provide: (i) that the insurance company waive any right of subrogation against the Managers, their agents and employees, and the Unit Owners, their respective employees, agents, tenants and guests to the extent they are not specifically obligated hereunder; (ii) that the insurance shall not be prejudiced by any act or neglect of any Unit Owners or occupants or any other person or firm (including employees and agents of the Managers) when such act or neglect is not within the control of the Managers (or Unit Owners collectively) or by failure of the Managers (or Unit Owners collectively) to comply with any warranty or condition with regard to any portion of the premises over which the Managers (or Unit Owners collectively) have no control; (iii) that such policies may not be cancelled or substantially modified without at least twenty (20) days prior written notice to all Unit Owners and mortgages of Units to whom certificates of insurance have been issued; (iv) that recovery thereunder shall not be affected on account of the availability of proceeds under any policies obtained by individual Unit Owners covering their Units; and (v) if obtainable, that the company shall waive any right it may have under the policy to repair or restore damage should the Unit Owners elect to terminate the Condominium because of such damage.
Such insurance policies may provide for a reasonable deductible from the coverage thereof as determined by the Managers in their reasonable discretion. In the event of any loss which relates in part to insurable portions of a Unit, or Units, and/or in part to the Common Elements, the Managers shall apportion the deductible amount directly proportional to the amount of such loss related to such Unit, or Units, and/or the amount of the loss related to the Common Areas and Facilities. Where such loss is solely to a Unit, the deductible amount shall be borne solely by the Unit Owner thereof. Where such loss is solely to the Common Elements, such shall be borne from the common funds.
(h) Insurance Appraisal.
The Managers may obtain an appraisal of the full replacement cost of the property to be insured in accordance with the foregoing provisions of this Section, without deduction for depreciation, for the purpose of determining the amount of insurance to be maintained pursuant to this Section and may rely thereon, or upon the advice of the Association’s insurance agent as to the amount of necessary coverage. If the Managers in their discretion deem it necessary, they shall upon notification of improvements to be made to a Unit a Unit Owner increase the insurance coverage afforded by said master policy.
(i) Managers As Insurance Managers.
The Managers (i) shall have exclusive authority to negotiate all losses as herein provided for, (ii) shall collect and receive all loss insurance proceeds, and (iii) shall hold, use, apply and disburse the same in accordance with the applicable provisions of these By-Laws for the benefit of the Unit Owners and their respective mortgages. With respect to losses which affect portions or elements covered by such insurance of more than one Unit and/or the Common Elements to different extends, the proceeds relating thereto shall be used, applied and disbursed by the Managers in their judgment in a fair and equitable manner, primarily based upon the relative losses.
(j) Authorized Insurance Representative.
Notwithstanding any of the forgoing provisions and requirements to the contrary relating to physical damage or liability insurance, there may be named as an insured, on behalf of the Managers, the Managers’ authorized representative, including any Manager, with whom such Managers may enter into any Insurance Trust Agreement or any successor to such Manager (each of whom shall be referred to herein as the "Insurance Manager"), who shall have exclusive authority to negotiate losses under any policy providing such physical damage or public liability insurance. Each Unit Owner appoints the Managers, or any Managers Manager or substitute Insurance Manager designated by the Trustees, as his attorney-in-fact for the purpose of purchasing, maintaining and administering such insurance, including without limitation the collection and appropriate disposition of the proceeds thereof; the negotiation of losses and execution of releases of liability; the execution of all documents; and the performance of all other acts necessary to accomplish such purpose.
(k) Notification Of Mortgagees.
The Managers, on behalf of the organization of Unit Owners, shall, when requested by mortgagees of Units, give written notice to such mortgagees of such loss to the Common Areas and Facilities, or to the Unit mortgaged, as the mortgagee requests.
(l) Certificates Of Insurance.
Certificates of insurance with proper mortgagee endorsements, when requested, shall be issued to Unit Owners or their designees. The Trustees may charge a reasonable fee for issuing such certificates.
(m) Notification To Managers Of Improvements.
Each Unit Owner shall notify the Managers in writing of all improvements to his or her Unit (except personal property other than fixtures) which exceed a total value of Two Thousand Five Hundred Dollars ($2,500.00), or in such amounts as the Managers in their sole discretion may determine, within twenty (20) days after the commencement of construction or installation of such improvement, and upon receipt of such notice, the Managers shall notify the insurer under any casualty policy obtained pursuant to this Section of such improvements and shall, if necessary, purchase additional casualty insurance in such amounts as may be required under this Section. Any premium increase caused by insuring such improvements may be assessed to the Owner of the improved Unit as a Common Expense attributable to such Unit. No Unit Owner shall be entitled to receive insurance proceeds for repair, replacement or restoration of any such improvement not so reported to the Managers, unless otherwise consented to the Trustees.
5.5 Repair or Reconstruction After Fire or Other Casualty.
In the event of damage to or destruction of the Condominium as a result of fire or other casualty, the Board shall promptly adjust the loss and arrange for the repair and restoration of the Condominium including any Units or Common Elements, (but not including any floor covering, carpeting, wall covering, fixtures, furniture, furnishings, or other personal property supplied to or installed by Unit Owners). The Board shall disburse the proceeds of all insurance policies to contractors engaged in such repair and restoration in appropriate progress payments. In the event the insurance proceeds are not sufficient to cover the cost of repairs to the Common Elements and the Units, the proceeds will be first allocated to the cost of repairs to the Common Elements and the balance, if any, to the cost of repairs to the Units in proportion to the cost of all repairs to the respective Units as determined by the insurer or by independent appraisal. To the extent the proceeds allocated as aforesaid are insufficient to cover the cost of repairs to the Common Elements, the balance of the cost of such repairs will be assessed against all Unit Owners as a common expense. To the extent the proceeds allocated as aforesaid are insufficient to cover the cost of repairs to the Units, the balance of the cost of such repairs to each Unit will be borne by the respective Unit Owner.
The Managers may perform emergency work essential to the preservation and safety of the Property or the safety of persons, or required to avoid the suspension of any essential service to the Condominium without having first adjusted the loss or obtained proceeds of insurance or otherwise having complied herewith.
If there shall have been a repair or restoration pursuant to the first paragraph of this Section 5.5, and the amount of insurance proceeds has exceeded the cost of such repair or restoration, the excess of such insurance proceeds, if any, shall be added to the Condominium's reserve funds or, at the option of the Board, be divided among the Unit Owners in proportion to their respective interests in the Common Elements after first paying out of the share due each Unit Owner such amounts as may be required to reduce unpaid liens on such Unit in the order of priority of such liens. Such distribution to Unit Owners shall include payment directly to a Unit Owner's mortgagee if the mortgagee so requires.
Notwithstanding the foregoing, if as a result of fire or other casualty the loss exceeds ten (10%) percent of the value of the Condominium prior to the casualty, and
(a) If seventy-five percent in interest of the Unit Owners do not agree within 120 days after the date of the casualty to proceed with repair or restoration, the Condominium, including all Units, shall be subject to partition at the suit of any Unit Owner. Such suit shall be subject to dismissal at any time prior to entry of an order to sell if an appropriate agreement to rebuild is filed. The net proceeds of the partition sale together with any common funds shall be divided in proportion to the Unit Owners' respective interests in the Common Elements. Such distribution to Unit Owners shall include payment directly to a Unit Owner's mortgagee if the mortgagee so requires. Upon such sale the Condominium shall be deemed removed from the provisions of Chapter 183A of the Massachusetts General Laws.
(b) If seventy-five percent in interest of the Unit Owners agree to proceed with the necessary repair or restoration, the cost of the rebuilding of the Condominium, in excess of any available common funds including the proceeds of any insurance, shall be a common expense, provided, however, that if such excess cost exceeds ten percent of the value of the Condominium prior to the casualty, any Unit Owner who did not so agree may apply to the Superior Court of the county in which the Condominium is located, on such notice to the Board as the Court shall direct, for an order directing the purchase of his Unit by the Board at the fair market value thereof as approved by the Courts. The cost of any such purchase shall be a common expense; provided, however, that to the extent such cost is in excess of insurance proceeds as a result of a lack of insurance coverage caused by the failure of the Unit Owner promptly and accurately to report improvements made by him to his Unit pursuant to Section 5.4, the excess cost resulting from such failure shall be borne solely by the Unit Owner so failing to report the same.
5.6 Maintenance and Repairs.
(a) Each unit Owner shall be responsible for the maintenance and replacement of and repairs to his unit, whether structural or nonstructural, ordinary or extraordinary, including his doors and windows, subject to section 5.9, at his sole expense, except as otherwise specifically provided herein. Each unit Owner shall also be responsible for all reasonable damages to any and all other units within Pickering North caused by his failure to so maintain, replace or repair his unit or from a condition, mishap or other similar circumstance originating within his unit. Damage to the unit shall include the physical structure of the unit and fixtures attached thereto, but not the personal property within the unit.
If the Managers shall at any time in their reasonable judgment determine that a Unit, any part thereof, or such Common Element to which a Unit has exclusive use, is in such need of maintenance or repair that the market value of one or more other Units is being adversely affected, or that the condition of a Unit, any part thereof, such Common Element to which a Unit has exclusive use, or any fixtures, furnishing, facilities or equipment therein, is hazardous to any Unit or the occupants thereof and/or adversely affects any other Unit and/or the Common Elements and/or the Common Expenses, the Managers shall in writing request the Unit Owner thereof to perform the needed maintenance, repair, replacement and/or work and/or to correct the relevant condition and/or its cause. In such case as action thereon shall not have been commenced within the time as may be reasonably set by the Managers and thereafter diligently brought to completion, the Managers shall be entitled to have such performed for the account of such Unit Owner whose Unit and/or Common Element to which he has a right of exclusive use is in need thereof and to enter upon and have access to such Unit and/or such Common Element for these purposes.
In the case of an emergency which necessitates immediate action and the Unit Owner is unavailable or fails to take immediate action, the Managers may proceed thereto without delay. The cost incurred by the Managers for such as is reasonably necessary therefore shall constitute an obligation of the applicable Unit Owner and shall be considered a Common Expense attributable to such Unit. The Managers may in their discretion additionally impose a fine upon a Unit Owner who, in the Managers’ judgment, unreasonably fails to comply with a request made by the Managers hereunder.
(b) All maintenance, repairs and replacements to the Common Elements as defined in the Master Deed, including emergency work, shall be performed by the Board and shall be charged to all the Unit Owners as a common expense, except to the extent that the same are necessitated by the negligence, misuse or neglect of a Unit Owner, in which case such expense shall be charged to such Unit Owner. Payment vouchers therefore shall be approved by the Board, or, if authorized by the Board, by the managing agent or an architect or engineer engaged for such purpose. All work commissioned by the Board or the Management must be accompanied by a written contract. All contracts must specify that the primary contracted party is responsible for any and all sub-contracting as their own and require licensing, where licenses are required, of all contractors and sub-contractors.
5.7 Restrictions on Use of Units.
(a) No unit shall be used for other than dwelling purposes unless allowed under applicable law, and no residential unit shall be occupied by more than one family, and one other person, or three persons unrelated by blood or marriage. Notwithstanding the foregoing, the Board may grant a unit owner the right to maintain an office in his unit which is ancillary to the dwelling use, such right to be limited to the specific purposes requested by the unit owner, and shall be personal to the individual so requesting.
(b) The Common Elements shall be used only for the furnishing of the services and facilities for which they are reasonably suited and which are incident to the use and occupancy of Units.
(c) No nuisances shall be allowed in the Condominium nor shall any use or practice be allowed which is a source of annoyance to its residents or which interferes with the peaceful possession or proper use of the Property by its residents.
(d) No improper, offensive, or unlawful use shall be made of the Condominium or any Unit or part thereof, and all valid laws, zoning ordinances and regulations of all governmental bodies having jurisdiction thereof shall be observed. Violations of laws, orders, rules, regulations or requirements of any portion of the Condominium, shall be cured promptly by and at the sole expense of the Unit Owner or the Board, whichever shall have the obligation to maintain such portion of the Condominium, as may be in violation.
(e) Except as provided for in Section 5.7(g), no dogs shall be kept or harbored in any Condominium unit or common area. Only common household pets are permitted to be kept or maintained in any Unit provided they are not raised or kept for commercial purposes or breeding. All pets shall be registered with the Board of Managers and shall otherwise be registered and inoculated as required by law. All pets will be kept clean, quiet and controlled.
(f) The Board of Managers shall have the right to order any person whose pet is causing or creating a nuisance or unreasonable disturbance or noise, to remove the pet from the premises. In such event, the owner or person having control of the animal shall be given written notice to correct the problem. If not corrected, the owner, upon written notice and hearing, will be required to permanently remove the animal from the condominium premises.
(g) Visitors will not be permitted to bring pets onto Condominium property without prior written permission from the Board. In no event shall a visiting pet be permitted on any portion of the Common Elements unless carried or on a leash, and no visiting pets shall be allowed in the fenced area at the rear of the property at any time. No dog shall be curbed in any grassed or garden plot under any circumstances.
(h) A unit may not be leased, rented, licensed or let (collectively referred to as “leased”) for a period of 12 months upon transfer of title to the unit.
(i) At no time may more than ten percent (10%) of the total number of Units, or such lower number as may be required by any so-called secondary mortgage market source, be leased at any one time. To ensure that this limitation is not exceeded, a Unit Owner who intends to lease his Unit shall first seek the consent of the Managers to lease, whereupon the Managers will notify the Unit Owner if this limitation has been met. In such event, the Unit Owner shall not seek to or let the Unit. If this limit has not been met, permission shall not be unreasonably withheld. All such requests shall be granted upon a first come/first serve basis; provided, however, that the Managers shall endeavor to ensure that all Unit Owners who so desire are granted an opportunity to lease their Unit with the aforesaid limitation for which purpose they may establish Rules and Regulations.
(j) A Unit Owner suffering from a financial or personal hardship, which renders the Unit Owner unable to reside in their Unit, may apply to the Board to lease their Unit even though the limitation has been met. In such cases the Board, in their sole discretion, shall be authorized to permit the Unit Owner to rent their Unit.
(k) No Unit may be leased, unless upon a written agreement in a form and content acceptable to the Managers and for a term of no less than twelve (12) months. The Board of Managers requires that every lease or occupancy agreement with a tenant must contain the following notice, unmodified, in reasonably sized capital letters, double spaced:
THE BUILDING IN WHICH THE APARTMENT UNIT
BEING LEASED (RENTED) UNDER THIS LEASE (OCCUPANCY
AGREEMENT) IS LOCATED IN A CONDOMINIUM BUILDING -
NOT A RENTAL APARTMENT HOUSE. THE CONDOMINIUM
BUILDING IS OCCUPIED BY THE INDIVIDUAL OWNERS OF
EACH APARTMENT, (EXCEPT FOR CERTAIN APARTMENTS
SUCH AS THIS ONE, WHICH ARE BEING OCCUPIED BY
TENANTS). THE TENANT UNDERSTANDS THAT HIS OR HER
NEIGHBORS IN THE BUILDING ARE (EXCEPT AS
AFORESAID) THE OWNERS OF. THE HOMES WHICH THEY
OCCUPY, AND NOT TENANTS LIVING IN A RENTAL
APARTMENT HOUSE. THE TENANT, BY SIGNING THIS
LEASE (OCCUPANCY AGREEMENT) ACKNOWLEDGES THAT HE
OR SHE HAS BEEN FURNISHED WITH A COPY OF THE
MASTER DEED Of THE CONDOMINIUM, THE BY-LAWS OF
THE CONDOMINIUM ASSOCIATION AND THE RULES AND
REGULATIONS THERETO, AND THAT HE OR SHE HAS READ
AND UNDERSTANDS THE SAME, AND THAT HE OR SHE WILL
BE EXPECTED TO COMPLY IN ALL RESPECTS WITH THE
SAME, AND THAT IN THE EVENT Of ANY NONCOMPLIANCE,
THE OWNER OF THE UNIT AGREES THAT UPON NOTICE
BY THE BOARD OF MANAGERS OF THE CONDOMINIUM
ASSOCIATION (WHO ARE ELECTED BY THE UNIT OWNERS)
THE OWNER WILL EITHER CORRECT THE PROBLEM OR
EVICT THE TENANT, AND IF THE OWNER
DOES NOT TAKE APPROPRIATE ACTION THE OWNER MAY
BE SUBJECT TO PAY FINES, PENALTIES AND OTHER
CHARGES, AND IN ADDITION, THE TENANT MAY HAVE TO
PAY FINES, PENALTIES AND OTHER CHARGES, AND THAT
THE PROVISIONS OF THIS CLAUSE TAKE PRECEDENCE OVER
ANY OTHER PROVISION OF THIS LEASE.
A copy of the executed lease or occupancy agreement shall be filed with the Board of Managers. Furthermore, it is hereby acknowledged that this permission is not transferable or revocable.
(l) The provisions and restrictions on leasing as contained in this Section shall not apply to foreclosing lenders or impair the right of First Mortgagees to: (i) foreclose or take title to a Unit; or (ii) accept a deed (or assignment) in lieu of foreclosure in the event of default by a mortgagor; or (iii) take possession and lease an acquired Unit even though the limitation has been met; or otherwise act upon their mortgage.
5.8 Improvements.
(a) If fifty percent or more in interest but less than seventy-five percent in interest of the Unit Owners agree to make an improvement to the Common Elements, the cost of such improvement shall be borne solely by the Unit Owners so agreeing.
(b) Seventy-five percent in interest or more of the Unit Owners may agree to make an improvement to the Common Elements and assess the cost thereof to all Unit Owners as a common expense, but if such improvement shall cost in excess of ten percent of the then value of the Condominium, any Unit Owner not so agreeing may apply to the Superior Court for the county in which the Condominium is located, on such notice to the Board as the Court shall direct for an order directing the purchase of his Unit by the Board at fair market value thereof as approved by the court. The cost at any such purchase shall be a common expense.
5.9 Additions, Alterations or Improvements by Unit Owners.
No Unit Owner shall make any structural addition, alteration, or improvement in or to his Unit, without the prior written consent thereto of the Board of Managers, which consent shall not unreasonably be withheld. The Board of Managers shall have the obligation to answer any written request by a Unit Owner for approval of a proposed structural addition, alteration or improvement in such Unit Owner's Unit within thirty days after such request, and failure to do so within the stipulated time shall constitute a consent by the Board of Managers to the proposed addition, alteration or improvement. Any application to any department of the City of Salem or to any other governmental authority for a permit to make an addition, alteration or improvement in or to any Unit shall only be executed by the Board of Managers without, however, incurring any liability on the part of the Board or any of them to any contractor, subcontractor or materialman on account of such addition, alteration or improvement, or to any person having any claim for injury to person or damage to property arising therefrom. The provisions of this Section 5.9 shall not apply to Units owned by the Sponsor until such Units shall have been initially sold and paid for.
5.10 Use of Common Elements and Facilities.
No Unit Owner shall place or cause to be placed in the hallways, lobbies, vestibules, public halls, or stairways any furniture, packages or objects of any kind.
5.ll Right of Access.
Each Unit Owner hereby grants a right of access to his Unit to any person authorized by the Board, for the purpose of making inspections or for the purpose of correcting any conditions originating in his Unit and threatening another Unit or any of the Common Elements, or for the purpose of performing installations, alterations or repairs to the mechanical or electrical services or other Common Elements or for inspecting or exterminating vermin or pests provided that requests for entry are made in advance and that any such entry is at a time reasonably convenient to the Unit Owner. In case of an emergency such right of entry shall be immediate, whether the Unit Owner is present at the time or not.
5.12 Rules and Regulations.
Reasonable rules and regulations concerning the Condominium and the Common Elements may be promulgated from time to time by the Board. Copies of such rules and regulations shall be furnished to each Unit Owner prior to the time when the same shall become effective.
5.13 Water, Gas, Electricity.
Each Unit Owner shall arrange and pay for separately metered electric and gas service to his Unit. Electric service to the Common Elements shall be separately metered, and shall be a common expense. Water charges shall be a common expense. Unauthorized use of common area utilities is forbidden.
ARTICLE VI
Transfer
6.1 No Severance of Ownership.
No Unit Owner shall execute any deed, mortgage, or other instrument conveying or mortgaging title to his Unit without including therein the undivided interest of such Unit Owner in the Common Elements and other assets of the Condominium (the "Appurtenant Interests"), it being the intention hereof to prevent any severance of such combined ownership. Any such deed, mortgage, or other instrument purporting to affect one or more of such interests, without including all such interests, shall be deemed and taken to include the interest or interests so omitted, even though the latter shall not be expressly mentioned or described therein.
6.2 Purchase of Units by Board of Managers.
Acquisition of Units by the Board on behalf of the Condominium may be made from the working capital or any reserve of the Condominium, or if such funds are insufficient, the Board may levy an assessment against each Unit Owner in proportion to his ownership in the Common Elements, as a common expense, or the Board, in its discretion, may borrow money to finance the acquisition of such Unit, provided, however, that no financing may be secured by an encumbrance or hypothecation of any property other than the Unit, together with the Appurtenant Interests, so to be acquired by the Board. Except in the case of purchases referred to in Sections 5.5(b) and 5.8(b), the decision to acquire any Unit shall be by vote of at least seventy-five percent in interest of all Unit Owners at a special meeting called for that purpose, such majority to be calculated by excluding the interest of any Unit which the Board is considering for purchase.
Any Unit or Units owned by the Condominium shall not be a Common Element, but shall be held of record in the name of the Condominium, or a nominee, and owned by the Unit Owners from time to time in accordance with their respective interests in the Condominium. Units owned by the Condominium shall not be entitled to vote and shall be excluded from the total of common interests when computing the interests of other Unit Owners for voting purposes.
6.3 Payment of Assessments.
No Unit Owner shall convey, mortgage, pledge, hypothecate, sell or lease his Unit unless and until he shall have paid in full to the Board all unpaid assessments against his Unit.
ARTICLE VII
Mortgages; Notices; Federal Home Loan Mortgage Corporation
7.1 Notice to The Board.
A unit owner who mortgages his unit, whether a first mortgage or any junior mortgage, on his Unit shall promptly notify the Board of such mortgage, and shall file an accurate copy of such mortgage with the Board, and if any Unit Owner fails to so notify the Board, then the mortgagee, or mortgagees of his Unit, or the attorney for such mortgagee or mortgagees, may so notify the Board of the execution of any such mortgage.
7.2 Supercendence.
The right of any Unit Owner to vote or grant or withhold any consent or exercise any rights pursuant to the provisions of these By-Laws or the Master Deed may be assigned to or restricted in favor of any mortgagee, and the Board shall be bound by such assignment or restriction, provided, however, that such assignment or restriction does not conflict with the provisions of said Chapter 183A and that the mortgagee has notified the Board of such assignment or restriction in writing.
7.3 Examination of Books. All first mortgages shall have the right to examine the books and records maintained by the Board relating to the Condominium at reasonable times.
7.4 Certification of Unpaid Common Charges. Notwithstanding anything to the contrary in these By-Laws and rules and regulations hereto, any first mortgagee of any Unit who comes into possession of the Unit pursuant to the remedies provided in the mortgage, or foreclosure of the mortgage, or deed (or assignment) in lieu of foreclosure, shall take the property free of any claims for unpaid assessments or charges against the mortgaged Unit which accrue prior to the time such holder comes into possession of the Unit.
7.5 Consent of Mortgagees. Notwithstanding anything to the contrary in these By-Laws and rules and regulations hereto (or in the Master Deed), unless at least 75% of the first mortgagees (based upon one vote for each mortgage owned) of Condominium Units have given their prior written approval, neither the Board nor the Unit Owners shall be entitled to:
(a) By act or omission seek to abandon or terminate the Condominium;
(b) Change the pro rata interest or obligations of any Condominium Unit for: (i) Purposes of levying assessments or charges or allocating distributions of hazard insurance proceeds or condemnation awards; and for (ii) Determining the pro rata share of ownership of each Unit in the Common Elements;
(c) Partition or subdivide any Condominium Unit;
(d) By act or omission seek to abandon, partition, subdivide, encumber, sell or transfer the Common Elements. The granting of easements for public utilities or for other public purposes consistent with the intended use of the Common Elements and facilities by the Condominium project shall not be deemed a transfer within the meaning of this clause.
(e) Use hazard insurance proceeds for losses to any Condominium property {whether to Units or to Common Elements} for other than the repair, replacement or reconstruction of such improvements, except as provided by Chapter 183A in case of substantial loss to the Units and/or Common Elements of the Condominium project.
(f) Notwithstanding anything to the contrary in these By-Laws and rules and regulations hereto, and in the Master Deed and the Unit Deeds, no provision of any such documents shall give any Unit Owner or Owners or any other party or parties priority over any rights of first mortgagees of Condominium Units pursuant to their mortgages in the case of a distribution to Unit Owners of insurance proceeds or condemnation awards for losses to or taking of Condominium Units and/or Common Elements.
(g) Whenever the terms "Mortgagee" or "Mortgagees" or "Mortgage holder" or "mortgage holders" appear in these By-Laws, such terms shall be deemed to include, but not be limited to, the Federal Home Loan Mortgage Corporation, at any time and from time to time when said Federal Home Loan Mortgage Corporation holds a mortgage or mortgages or an interest therein on any Unit or Units of the Condominium. Whenever notice is to be given to any Mortgagee or mortgage holder or to said Federal Home Loan Mortgage Corporation hereunder upon written request, the Board shall additionally give such notice to any servicer designated by such mortgagee, mortgage holder or Federal Home Loan Mortgage Corporation.
(h) Upon written request by any holder of a first mortgage of any Unit in the Condominium or by said Federal Home Loan Mortgage Corporation, the Board shall give notice to such mortgage holder and to said Federal Home Loan Mortgage Corporation in writing of any loss to, or taking of, the Common Elements or any part thereof, of the Condominium if such loss or taking exceeds Ten Thousand Dollars ($10,000.00).
ARTICLE VIII
Condemnation
8.1 Condemnation.
If more than ten percent of the Condominium is taken under the power of eminent domain, the taking shall be treated as a "casualty loss", and the provisions of Section 17 of Chapter 183A of Massachusetts General Laws shall apply. Where one or more Units have been substantially altered or rendered uninhabitable as a result of a partial taking, and the Unit Owners vote to restore and continue the Condominium pursuant to the provisions of Section 17 of said Chapter l83A, the Board shall have the authority to acquire the remaining portions of such Units, for such price as the Board shall determine, provided that any Unit Owner of such remaining portion who does not agree with such determination may apply to the Superior Court of the county in which the Condominium is located on such notice to the Board as the Court shall direct, for an order directing the purchase of such remaining portion at the fair market value thereof as approved by the Court. Where as a result of a partial taking any Unit is decreased in size or where the number of Units is decreased by a partial taking, then the Board may make such provision for realignment of the percentage interests in the Common Elements as shall be just and equitable, subject to regulations of Paragraph 7 of the Master Deed.
In the event of a total or partial taking under the powers of eminent domain, the Unit Owners shall be represented by the Condominium acting through the Board. In the event of a partial taking, the award shall be allocated to the respective Unit Owners according to their undivided interest in the Common Elements, except as to such portion or portions of the award which are attributable to direct or consequential damages suffered by particular Units, which shall be payable to the owners of such Units or their mortgagees, as their interests may appear. In the case of a total taking of all Units and the Common Elements, the entire award shall be payable to the Board to be distributed to the Unit Owners in accordance with their respective percentage interests in the Common Elements.
ARTICLE IX
Records
9.1 Records and Audits.
The Board of Managers shall keep or cause to be kept minutes of the meetings of the Board of Managers, minutes of the meetings of the Unit Owners, and financial records and books of account of the Condominium, including a chronological listing of receipts and expenditures, as well as a separate account for each Unit, which, among other things, shall contain the amount of each assessment of common charges against such Unit, the date when due, the amounts paid thereon, and the balance remaining unpaid. An annual report of the receipts and expenditures of the Condominium, certified by an independent certified public accountant, shall be rendered by the Board of Managers to all Unit Owners after the end of each fiscal year. Copies of the Master Deed, these By-Laws, Rules and Regulations and floor plans of the Units, as the same may be amended from time to time, shall be maintained at the office of the Board of Managers and shall be available for inspection by Unit Owners and their authorized agents during reasonable business hours.
ARTICLE X
Management Contracts
10.1 Manaqement Contracts.
Any agreement for professional management of the Condominium, or any other contract providing for services of the developer, sponsor or builder, may not exceed three (3) years. Any such agreement must provide for termination by either party without cause and without payment of a termination fee upon not more than ninety (90) days written notice.
ARTICLE XI
Miscellaneous
11.1 Invalidity.
The invalidity of any part of these By-Laws shall not impair or affect in any manner the validity, enforceability or effect of the balance of these By-Laws.
11.2 Notices.
Whenever under the provisions of the Master Deed or of these By-Laws, notice is required to be given to the Board, any Manager or Unit Owner, such notice shall be given in writing, by mail, addressed to the Board at the office referred to in Section 1.1, to a Manager at his address appearing on the books of the Condominium, and to a Unit Owner at the Unit, or such other address as the Clerk shall have been instructed in writing by the Unit Owner to mail such notice. Notice shall be deemed given as of the date of mailing.
11.3 Waiver; Injunction.
No restriction, condition, obligation, or provision contained in these By-Laws or rules and regulations adopted hereunder shall be deemed to have been waived or abrogated by reason of any failure or failures to enforce the same. The Board shall have the right, in addition to any other appropriate legal proceedings any breach of these By-Laws, the Master Deed or any rule or regulation.
11.4 Gender.
The use of the masculine gender in these By-Laws shall be deemed to include the feminine or neuter gender and the use of the singular shall be deemed to include the plural, whenever the context or circumstances so require.
ARTICLE XII
Conflicts
12.1 Amendments to By-Laws.
These By-Laws may be modified be amended by the vote of two-thirds (or if such modification or amendment affects a provision then requiring a larger percentage of approval, then such larger percentage) in interest of all Unit Owners at a meeting of the Unit Owners duly held for such purpose, or in lieu of a meeting, any amendment may be approved in writing by two-thirds in interest (or such larger required percentage) of all Unit Owners.
12.2 Conflicts.
These By-Laws are adopted to comply with the requirements of Chapter l83A of Massachusetts General Laws. In case any of these By-Laws conflict with the provisions of Chapter 183A or the Master Deed, the provisions of Chapter 183A or the Master Deed, shall control.