BY-LAWS
OF
THE ASSOCIATION OF UNIT OWNERS
OF
VANTAGE POINT CONDOMINIUM
SECTION 1.
PROVISIONS. The provisions of these By-Laws are
applicable to the project. The term "project" as
used herein shall include the land and all
buildings, improvements and structures contained
thereon known as Vantage Point Condominium. The
words and phrases defined in the Declaration of
Vantage Point Condominium recorded contemporaneously
herewith shall have the same meaning when used
herein.
SECTION 2. ACQUISITION.
Acquisition of a unit in this project shall
automatically make the purchaser a member of the
Association of
.Unit Owners of Vantage Point Condominium (hereafter
referred to as
"Condominium
Owners Association" or "COA") and signify that these
By-Laws
are accepted, ratified, and will be complied with by
such unit
Owner. All present or future owners, tenants, or any
other person who might use the facilities of
the project in any manner are subject to these
By-Laws and the rules and regulations promulgated
hereunder.
SECTION 3. THE CONDOMINIUM
OWNERS ASSOCIATION OFFICE. The office of the COA
shall be located at Stratton Mountain,
Windham County, Vermont, or such other place as the Board of
Directors as hereinafter defined may designate.
SECTION 4. UNIT OWNERS.
4.1.
ANNUAL MEETING. The annual meeting of the
unit owners shall be field at the hour of
4:00 PM on a Saturday
in
March
or April
of each year as designated by the Board of
Directors, or if
not so
designated, on the last Saturday in April, for the
purpose of electing directors, and for the
transaction of such other business as
may come before
the meeting.
If the election of directors shall not
be held on the day designated herein for
any annual
meeting of unit
Owners, or any
adjournment thereof, the Board of Directors shall
cause the
election to be held at a special meeting of the unit
owners as soon thereafter as conveniently may be,
not more than 60
days
after said time, by proper notice
designating, the meeting as the annual meeting. The
first such annual
meeting to elect directors shall
be held when 90
percent of the units of Vantage Point Condominium
have been built and delivered, or on the
first Saturday in December, 1965, whichever occurs
first. Until such first annual meeting to elect
directors, the
Declarant or assignee shall exercise all the powers
and have
all the duties of the Board of Directors of Vantage
Point Condominium.
4.2.
SPECIAL MEETINGS. Special meetings of
the unit owners
for any purpose
or
purposes may be called by the chairman or by the
Board of Directors, and shall be called
by
the
chairman at the
request of not
less than one-fifth of the unit owners entitled to
vote lit the meeting.
4.3.
PLACE OF MEETINGS. The office of the COA
shall be the
place of meeting
for all annual and special meetings of the unit
owners, or such other place as the Board of
Directors may designate by proper notice.
4.4.
NOTICE OF MEETING. Written
or
printed notice stating the place, day, and
hour of the meeting and, in case of a special
meeting, the
purpose or purposes for which the meeting is called,
shall be
delivered not less than 10, nor more than 60 days
before
the date
of the meeting, either personally or by mail,
by or at the
direction of the chairman or the secretary of the
COA or the persons
calling the
meeting to each unit owner entitled to vote at such
meeting. If mailed, such notice shall be
deemed to be
delivered
when deposited
in
the United States
mail, addressed to the unit owner at his
primary residence address, with postage thereon
prepaid.
4.5 QUORUM OF UNIT
OWNERS. Unit owners holding a majority of the
votes in the COA, represented in person or by proxy,
shall constitute
a quorum at a meeting of unit owners; provided that
any
meeting called for the purpose of approving
amendments to By-Laws,
removal of directors, capital improvements, or the
addition or construction of new facilities, a
quorum shall consist of unit owners holding not less
than 50 percent of the votes in the COA,
represented in person or by proxy. If less than a
majority of the
entire number of unit owners entitled to vote are
represented at a
meeting, a majority of the unit owners so
represented may adjourn
the meeting from
time to time without further notice. At such
adjourned
meeting, at which a quorum shall be present or
represented, any business may be transacted
which might have been transacted at
the meeting as
originally called. The unit owners present at a
duly organized meeting may continue to
transact business until adjournment,
notwithstanding the withdrawal of enough unit owners
to leave in attendance less than a quorum.
4.6. PROXIES. At all
meetings of the COA, a unit owner
may vote by
proxy executed in writing by the unit owner or by
his duly authorized attorney-in-fact. Such
proxy shall be filed with
the secretary of the COA before or at the time of
the meeting. No
proxy shall be valid after 11 months from the date
of its execution unless otherwise provided in the
proxy.
4.7.
VOTING OF UNIT OWNERS. Each unit owner shall
be entitled to the number of votes equal to
his interest in the common
elements as set
forth in the Declaration of Vantage Point
Condominium.
4.8.
INFORMAL ACTION BY UNIT OWNERS. Any action
required to be taken at a meeting of the unit
owners, or any other action
which may be taken at a meeting of the unit owners,
may be taken
without a meeting
by a consent in writing, setting forth the action
so taken, and signed by all the unit owners
entitled to vote with respect to the subject matter
thereof.
4.9. FIDUCIARIES AND
JOINT QWNERS. A personal representative,
guardian, or trustee may vote, in person or by
proxy, at any meeting of the COA with respect to any
unit owned or
held by him in such
capacity, whether or not the same shall have been
transferred to
his name; provided that he shall satisfy the
secretary that he is the personal
representative, guardian, or trustee holding such
unit
in such capacity. Whenever any unit is owned by two
or more persona
jointly, according to the records of the COA, the
vote of such unit
may be
exercised by any one of the owners then present, in
the
absence of protest by a co-owner. In the event of
such protest, no
one co-owner
shall be
entitled to vote without the approval of all
co-owners. In
the event of disagreement among the co-owners, the
vote of
such unit shall be disregarded completely in
determining the proportion of votes given
with respect to such matter.
SECTION 5. BOARD
OF DIRECTORS.
5.1.
GENERAL POWERS. The business and affairs of
the COA shall
be managed by its Board of Directors exclusively.
The Board of
Directors shall
contract for insurance upon the units and general
and Limited common elements, and for all goods and
services necessary
for
the repair, maintenance, improvement, and
replacement of all general
and limited
common elements, and shall have the power to
assess
the
unit owners on
account thereof in the manner provided in the
By-Laws of the COA. Until the first meeting
of the Board of Directors, which
shall be held
when 90 percent of the units have been delivered to
the purchasers thereof, but in no event later than
the first Saturday in
December, 1985,
Declarant, or its assignee, shall exercise all the
powers
of the Board of Directors, and shall have the power
and
authority to contract for insurance, goods, and
services on behalf
of the COA for
terms extending to, or beyond, the first meeting of
the Board of
Directors; provided, however, that such insurance,
goods, and services shall not be contracted
for a period in
excess
of that normally to be contracted for by a
prudent property owner.
5.2.
NUMBER, TENURE, AND QUALIFICATIONS. The
number of
directors of the COA shall be
six.
Upon the initial election of
directors, which
shall occur when 90 percent of the units have been
sold and delivered, or the first Saturday in
December, 1985, whichever
first occurs, two shall be elected for a term or one
year, two
for two years,
and two for three years, with the term of directors
subsequently elected to be
for a
period of three years. Each director
shall hold
office until the annual meeting of the year in which
his term
shall expire, and until the election and
qualification of his successor.
5.3.
REGULAR
MEETINGS.
A regular meeting of the Board of Directors
shall be held without notice, other than this
By-Law,
immediately after and at the same place as the
annual meeting of unit
owners. The Board
of Directors may provide by resolution the time
and place
for the holding of additional regular meetings
without notice other than such resolution.
5.4. SPECIAL MEETINGS.
Special meetings of the Board of
Directors may
be called by or at the request of the chairman of
the Board of Directors, or any two directors.
The person or persons
authorized to
call special meetings of the Board of Directors may
fix the place for holding any special meting
called by them.
5.5.
NOTICE OF SPECIAL MEETINGS OF BOARD OF DIRECTORS.
Notice of any special meeting shall be given
at least seven days prior
thereto by
written notice delivered personally, or mailed to
each
director at his residence or business address, or by
telegram. If
mailed, such
notice shall be deemed to be delivered when
deposited in the United States mail so addressed,
with postage thereon prepaid. If notice be given by
telegram, such notice shall be deemed to be
delivered when the telegram is delivered to the
telegraph company.
Any director may
waive notice of the meeting. The attendance of the
director at a meeting shall constitute a
waiver of notice of such
meeting, except
where a director attends a meeting for the express
purpose
of objecting to the transaction of any business
because the
meeting is not
lawfully called
or
conveyed. Neither the business to
be transacted
at, nor the purpose of, any regular or special
meeting
of the Board of Directors need be specified
in
the notice or waiver of notice of such
meeting.
5.6.
QUORUM OF DIRECTORS. A majority of the
directors shall constitute a quorum for the
transaction of business at any
meeting of the
Board of Directors, but if less than such majority
is
present at a meeting, a majority of the directors
present may adjourn the meeting from time to
time without further notice.
5.7.
MANNER OF DIRECTORS ACTING. The act of
the majority of
the directors present
at a
meeting at which a quorum is present
shall be the
act of the Board of Directors, and meetings may be
conducted by telephonic communications.
5.8. VACANCIES
ON BOARD OF DIRECTORS. Any vacancy
occurring in the Board of Directors
may be filled by the
affirmative vote
of a majority of the remaining directors. A director
elected to fill a vacancy shall be elected
for the unexpired term of his
predecessor in
office. Any directorship to be filled by reason of
an
increase in the number of directors, or by reason of
the removal
of one or more
directors shall be filled by an election at an
annual meeting, or at a special meeting of
the unit owners called for that purpose.
5.9. PRESUMPTION OF
ASSENT. A director who is present at a meeting
of the Board of Directors at which action on any
matter is taken shall be presumed to have assented
to the action taken, unless his dissent shall be
entered in the minutes of the meeting, or unless he
shall file his written dissent to such action with
the person acting as the secretary of the meeting
before. the adjournment thereof, or shall forward
such dissent by registered mail to the secretary,
immediately after the adjournment of the meeting,
Such right to dissent shall not apply to a director
who voted in favor of such action.
5.10.
REMOVAL OF DIRECTORS. All or any number of
the directors
may be removed with or without cause at a meeting of
the unit
owners
expressly called for that purpose by a vote of unit
owners
holding 60 percent or the votes in the COA entitled
to vote on an
election of
directors. Furthermore, any director who ceases to
be a
unit owner entitled to vote shall automatically
cease to be a director,
and said position shall be filled as herein
provided.
5.11.
COMPENSATION OF DIRECTORS. The directors
shall
serve without compensation except that Any director
shall be entitled
to
compensation
for out-of-pocket expenses incurred in the
performance
of his duties,
provided that no expenses shall be incurred in a sum
in
excess of $25 without being approved in
advance by
the Board Of Directors. All reimbursements
made and/or
authorized by the
Board of Directors to any director shall be reported
annually to the members.
5.12.
DIRECTORS TO ENGAGE MANAGER. When the project
has
been completed in accordance with the Declaration of
Vantage Point
Condominium,
or prior thereto, the Board of Directors shall
engage
the services of an individual or firm to act as
manager, and may employ or may instruct such manager
to employ such other personnel
as may be necessary from time to time for the
maintenance, upkeep
and repair of
the common
elements. The Board of Directors shall
determine the
compensation to be paid to such manager and to such
other personnel, and such compensation shall
constitute a common expense.
5.13.
LEGAL AND ACCOUNTING SERVICE AND AUDIT. The
Board of
Directors,
or the manager, from time to time, shall contract
for
the
services
of lawyers and certified public accountants as the
needs
of the COA shall demand. At
any time, any owner may, at his own
expense, cause an audit or inspection to be made of
the books and
records of the manager or the
Board of Directors.
5.11.
DIRECTORS TO ADOPT ADMINISTRATIVE RULES AND
REGULATIONS. The Board of Directors
shall, from time to time, adopt
such written
administrative rules and regulations in addition to
those set out in Section 7 of these By-Laws,
as may be necessary or desirable to govern the
details of
the operation and use of the common elements
and may, by such administrative rules and
regulations,
adopt restrictions and requirements with respect to
the use and
maintenance of
the units, and the use and maintenance of the common
elements
as are desirable to prevent unreasonable
interference with
the use of their
respective units and of the common elements
by
the unit owners.
SECTION 6.
OFFICERS.
6.1.
NUMBER. The officers of the COA shall be the
president, who
shall also be a director, a secretary, and a
treasurer, each of whom shall be elected by
the Board of Directors.
6.2.
ELECTION OF TERM OF OFFICERS. The officers
shall be elected annually by the Board of Directors
at the first meeting of the Board of Directors held
after each annual meeting of the unit owners. If the
election of officers shall not be held at such
meeting, such election shall be held as soon
thereafter as conveniently may be. Each officer
shall hold office until his successor shall have
been duly elected and qualified, or until his
earlier death, resignation, or removal.
6.3.
REMOVAL. Any officer elected by the Board of
Directors may
be
removed
by the Board of Directors whenever in its judgment
the
best interest of the COA would be served thereby,
but such removal
shall be without prejudice to the contract rights,
if any, of the
person so removed.
6.4.
VACANCIES. A vacancy in any office because of
death, resignation, removal,
disqualification, or otherwise, shall be filled by
the Board of Directors for the unexpired portion of
the term.
6.5.
PRESIDENT. The chairman of the
Board
shall, when,
present, preside at all meetings of the unit owners
and of the Board
of Directors, and
shall
perform all duties incident to such office
and
such other duties as may be prescribed by the Board
of Directors from
time to time. He shall be the principal executive
officer of the COA
and subject to the control of the
Board
of Directors, shall in general
supervise and control all the business and affairs
of the COA. He
shall sign, with the secretary or any other proper
officer of the COA authorized by the Board of
Directors, any deeds, mortgages, bonds, contracts,
or other instruments which the Board of Directors
has
authorized to be executed, except in cases where the
signing and
execution
thereof shall be expressly delegated by the Board or
Directors, or by these By-Laws to some other officer
or agent of
the
COA, or
shall be required by the law to be otherwise signed
or executed.
6.6. SECRETARY.
The
secretary shall:
(a) Keep the minutes
of the meetings of unit owners and the Board
of Directors in one or more books provided for that
purpose and wherein resolutions shall be recorded;
(b) In general perform all the duties incident to
the office of secretary and such other duties as
from time to time
may be assigned
to him by the chairman
or
by the Board of Directors.
6.7. TREASURER. If
required by the Board of Directors,
the treasurer
shall
give a bond for the faithful discharge of his duties
in such sum and with such surety or sureties as the
Board of Directors shall determine. He
shall:
(a) Have charge and custody of and be responsible
for all funds of the COA, receive and
give receipts for monies due
and payable to
the COA from any source, whatsoever, and deposit all
such
monies in the name of the COA in such banks, trust
companies,
or other
depositories as shall be selected by the Board of
Directors; and
(b) In general
perform all the duties incident to the office
of treasurer, and such other duties as from time to
time may be
assigned to him by the president or by the Board of
Directors.
6.8. SALARIES. The
salaries of the officers may be fixed from time to
time by the Board of Directors, and no officer shall
be prevented from receiving a salary by reason of
the fact that he is also a director of the COA.
SECTION 7.
GENERAL RULES AND REGULAIONS.
7.1.
USE AND MAINTENANCE OF COMMON ELEMENTS.
Each unit owner may use the common
elements in accordance with the purpose for
which they are
intended, but may not hinder or encroach upon the
lawful rights of the other unit owners.
(a) The necessary work to maintain, repair, or
replace the common elements and
additions or improvements to the
common elements
shall be the responsibility of the Board of
Directors, and shall be carried out as
provided in the By-Laws.
(b) The COA shall have the right, to be exercised
by the Board of Directors, to have
access to each unit as may be
necessary for
the maintenance, repair, or replacement of any of
the
common elements, or to make such emergency repairs,
if necessary,
for the public
safety or to prevent damage to the common elements
or to another unit.
(c) The costs of maintenance, upkeep, and repair
shall be paid by checks drawn. on the
COA bank account and signed as provided in Section
8.3 hereof.
7.2.
APPORTIONMENT OF RECEIPTS AND EXPENSES.
(a) Receipts of the property shall be distributed
among, and the
common expenses shall be charged to, the unit owners
on the
basis or the percentage of ownership of the common
elements as set forth in the Declaration of
Vantage Point Condominium. Receipts
by unit owners for rental of their unit shall not
constitute common
receipts. The COA shall bill each owner quarterly on
or before the
15th day of each calendar quarter for his share of
tile common expenses
which he shall pay within 10 days of receipt of such
billing. After
such 10-day
period, any delinquent assessment shall bear
interest at
the rate of 10
percent per annum. No unit owner may exempt himself
from liability for his contribution towards
common expenses by waiver
of the use of enjoyment of any of the common
elements or by abandonment of his unit.
(b) If additional units are annexed to the
condominium, the owners of units so
annexed shall pay a proportion of the common
expenses
of the
condominium arising after annexation equal to their
respective percentage interests in the common
elements. The Board
of Directors
shall recompute any previous assessment covering any
period after the annexation, giving due credit to
the prior unit owners for any previous
over-assessment.
SECTION 8.
CONTRACTS, LOANS, CHECKS, AND DEPOSITS.
8.1.
CONTRACTS. The Board of Directors may
authorize any officer or officers, or agent
or agents, to enter into any contract or to execute
and deliver any instrument in the name of and on
behalf of the COA, and such authority may be general
or confined to specific instances.
8.2.
LOANS.
No loans
shall be contracted on behalf of the
COA, and no evidence of indebtedness shall be issued
in its name, unless authorized by a resolution of
the Board of Directors and
approved by the
affirmative vote of three-fourths of the unit
owners.
Such authority may be general or confined to the
specific instances.
8.3. CHECKS, DRAFTS,
VOUCHERS, ETC. All checks, drafts,
vouchers, or
other orders for the payment of money, and notes or
other
evidence of indebtedness issued in the name of the
COA shall be
signed by such
officer or officers, or agent or agents, of the COA
and
in
such manner as shall from time to time be determined
by
resolution of the Board of Directors.
8.4 DEPOSITS. All
funds of the COA not otherwise employed shall be
deposited from time to time to the credit of the COA
in such banks, trust Companies, or other
depositories as the Board of Directors may select.
8.5.
BILLING OF COMMON EXPENSES. Each unit owner
shall be entitled to receive from the
secretary-treasurer at the time of demand for
payment of common expenses an itemized statement of
common
expenses.
Such itemized
statements shall be prepared in such manner
as the Board of Directors shall determine.
SECTION 9.
ADOPTION AND AMENDMENT OF ADMINISTRATIVE RULES AND
REGULATIONS. By majority vote the COA shall
adopt, and thereafter
amend, such
rules and regulations governing the details of the
operation
and use of the common elements as shall not
contravene these By-Laws or the Declaration
of Vantage Point Condominium.
SECTION 10.
AMENDMENTS. Amendments to these By-Laws may be
proposed
by resolution of the Board of Directors at
any time. After
the first Saturday in December 1985, amendments to
the By-Laws may also be proposed at any
meeting of, the unit owners. No amendments
of the By-Laws,
proposed in either of such ways shall be effective
unless
set forth in an amendment to the Declaration and
approved by
75 percent of
the unit owners and until a copy of the By-Laws, as
amended, certified by the chairman and
secretary of the COA of unit owners, is recorded.
STRATTON LAND DEVELOPMENT CORPORATION DECLARANT
By:
STIG ALBERTSSON
President