BYLAWS OF THE UNIT OWNERS ASSOCIATION OF THE VILLAGES
ARTICLE l. GENERAL.
1.1. Applicability. These
Bylaws provide for the self-government of the Unit Owners Association of The
Section 1.2. Compliance. Pursuant to the provisions of Section 55-79.53, Code of Virginia, as amended, every Unit owner and all those entitled to occupy or enter a Unit or the Condominium property shall comply with the Declaration, Bylaws, rules and regulations (the "Condominium Instruments").
Section 1.3. Office. The office of the Association and of the Board of Directors shall be located at the Condominium or at such other place as may be designated from time to time by the Board of Directors.
Section 1.4. Definitions. Capitalized terms used in these Bylaws shall have the meanings specified for those terms in the Declaration of the Condominium, or if not defined therein or in these Bylaws, the meanings specified for such terms in Section 55-79.41 of the Virginia Condominium Act.
(a) Majority. "Majority" or "majority" shall mean more than 50% of those votes of the owners represented in person or by proxy at a meeting at which a quorum is present or represented by the total number of ballots received. "Majority of all Unit Owners" means more than 50% of the total votes of all Units in the Condominium.
(b) Mortgagee. "First Mortgagee" and the term "Mortgagee" includes the holder of a note secured by a First Deed of Trust or Mortgage encumbering a Unit and recorded among the land records of the jurisdiction in which the Condominium is located. The term "Mortgage" includes any'Deed of Trust recorded among the land records.
ARTICLE 2. UNIT OWNERS ASSOCIATION.
Section 2.1. Composition. All of the Unit Owners of Units contained in the Condominium, acting as a group in accordance with the Condominium Act, the Declaration and these Bylaws, shall constitute the "Unit Owners Association" (hereinafter "Association"), which shall have the responsibility of administering the Condominium, establishing the means and methods of collecting the contributions to the Common Expenses, arranging for the management of the Condominium and such other actions that may be required to be performed by the Association, by the Condominium and the Declaration. Except as to those matters which the Condominium Act, the Declaration, or these Bylaws specifically require to be performed by the vote of the Unit Owners, the administration of the foregoing responsibilities shall be performed by the Board of Directors as more fully set forth in Article 3.
Section 2.3. Special Meetings. The President shall call a special meeting of the Association in his or her discretion, if so directed by resolution of the Board of Directors or upon a petition signed and presented to the Secretary by Unit Owners of not less than twenty-five percent (25%) of the votes of the Unit Owners. The notice of any special meeting shall state the time, place and purpose thereof. No business shall be transacted at a special meeting except as stated in the notice.
Notice of Meetings. It shall be the duty of the Secretary to give notice of
each annual or special meeting of the Unit Owners pursuant to the provisions of
Section 55-79.75, Code of Virginia, as amended, by mailing by regular United
States mail or delivery by hand to each Unit Owner of record, at the address of
the Unit or to such other address as may be designated by the Unit Owner, at
least twenty-one (21) days before the annual meeting and at least seven (7)
days before any special meeting of the Association or by such other method or
time period as may be permitted by law.
Section 2.4. Notice of Meetings. It shall be the duty of the Secretary to give notice of each annual or special meeting of the Unit Owners pursuant to the provisions of Section 55-79.75, Code of Virginia, as amended, by mailing by regular United States mail or delivery by hand to each Unit Owner of record, at the address of the Unit or to such other address as may be designated by the Unit Owner, at least twenty-one (21) days before the annual meeting and at least seven (7) days before any special meeting of the Association or by such other method or time period as may be permitted by law.
Quorum. The presence, either in person, by proxy or mail ballot, of members
representing at least twenty-five percent (25%) of the total votes of the
Condominium shall constitute a quorum for the voting or transaction of business
at all meetings of members.
Section 2.5. Quorum. The presence, either in person, by proxy or mail ballot, of members representing at least twenty-five percent (25%) of the total votes of the Condominium shall constitute a quorum for the voting or transaction of business at all meetings of members.
Section 2.7. Order of Business. The order of business of all meetings of the Association shall be as follows unless otherwise determined by the President or chairperson of the meeting.
(a) Roll call
(b) Proof of notice of meeting
(c) Approval of minutes of preceding annual meeting
(d) Reports of officers and Board of Directors
(e) Report of Management Agent
(f) Reports of Committees
(g) Election or appointment of inspectors of election (when so required)
(h) Election of members of the Board-of Directors (when so required)
(i) Unfinished business
(j) New business
Section 2.8. Title to Units. The Association, by action of the Board of Directors, may acquire, hold and transfer full legal title to one or more Condominium Units in the Condominium in its own name. The vote for such Units shall be counted only for quorum purposes.
Section 2.9. Voting. At every meeting of the Association, each of the Units shall have the right to cast one vote equal to the percentage interest assigned to the Unit on Exhibit A to the Declaration. Where the ownership of a Unit is by more than one person, any record owner shall be entitled to cast the vote of such Unit unless any other record owner of the Unit at the time the vote is cast, objects to the casting of the vote. In the event that the owners cannot agree, their vote shall be counted for quorum purposes only. Except where a greater number is required by the Condominium Act, the Declaration or these Bylaws, the owners of more than fifty percent (50%) of those Units present and voting in person or by proxy at a duly convened meeting at which a quorum is present ("Majority of the Owners") is required to adopt decisions at any meeting of the Association. Voting may also be done by mail ballot, consent or ratification.
Section 2.10. Suspension of Voting Rights. No Unit Owner may vote at any meeting of the Association or be elected to or continue to serve on the Board of Directors if the Owner is more than thirty (30) days delinquent in any amount due to the Association or has been notified of a rules violation and remains in violation.
Section 2.11. Proxies. A vote may be cast in person or by proxy. A proxy may be granted by any Unit Owner in favor of another Unit Owner, a Mortgagee, or any other person designated. Proxies shall be dated, executed in writing and witnessed by a person who shall sign his full name and address and shall be valid only for the particular meeting stated and all adjournments thereof. The proxy must be filed with the Secretary before the appointed time of the meeting. A proxy shall be deemed revoked only upon actual receipt by the person presiding over the meeting of notice of revocation from any of the persons owning such Unit or as required by law. Any proxy which is undated, not witnessed or not executed by a person having authority at the time of execution to execute the proxy shall be void.
Section 2.12. Conduct of Meeting. The President shall preside over all meetings of the Association. The Secretary shall keep the minutes of the meeting and record in a minute book all resolutions adopted at the meeting. Robert's Rules of Order (latest edition) shall govern the conduct of all meetings to the extent necessary to maintain order when not in conflict with the Declaration, these Bylaws or the Condominium Act.
ARTICLE 3. BOARD OF DIRECTORS.
Section 3.1. Number and Qualification. The affairs of the Association shall be governed by a Board of Directors who shall be owners of Units in the Association or officers or employees of the owning entity if the owners are not individual persons. The Board of Directors shall consist of five members after recordation of these Bylaws, provided however that each member who was elected prior to the recordation of these Bylaws may serve for the remainder of their term. In the event five members are unwilling to serve, the number may be reduced to three as determined by the Board by resolution published to the Unit Owners prior to the annual meeting.
Section 3.2. Election and Term of Office. The term of office of members of the Board of Directors shall be fixed so as to maintain staggered terms. At the expiration of the term of office of each member of the Board, a successor shall be elected to serve for a term of three years. The members of the Board of Directors shall hold office until their respective successors shall have been elected. In the event members must be elected to fill unexpired terms, the persons receiving the highest number of votes shall be elected to the longest terms.
Section 3.3. Removal of Members of the Board of Directors. At any regular or special meeting of the Association duly called, any one or more members of the Board of Directors may be removed with or without cause by a Majority of all Unit Owners and a successor may then and there be elected to fill the vacancy thus created. Any director whose removal has been proposed by the Unit Owners shall be given at least ten (10) days' notice of the calling of the meeting and the purpose thereof and shall be given an opportunity to be heard-at the meeting. Any director who has two (2) unexcused consecutive absences from regular or special meetings of the Board of Directors, who becomes more than thirty (30) days delinquent in any amount due to the Association or has been notified of a rules violation and remains in violation for more than thirty (30) days may be removed by a majority vote of the other directors who may then appoint a successor to serve until the next annual meeting.
Section 3.4. Vacancies. Vacancies in the Board of Directors caused by any reason other than the removal of a director by a vote of the Unit Owners shall be filled by a vote of a majority of the remaining Directors at a meeting of the Board of Directors. Each person so appointed shall be a member of the Board of Directors until a successor shall be elected at the annual meeting of the Association to fill the remainder of the term.
Section 3.5. Organizational Meeting. The Directors elected at the annual meeting of the Association shall hold their organizational meeting to elect officers within ten (10) days of the annual meeting.
Section 3.6. Regular Meetings. Regular meetings of the Board of Directors may be held at such time and place as shall be determined from time to time by a majority of the directors but the Board shall meet at least four times each year. Notice of regular meetings of the Board of Directors shall be given to each director personally, by mail, electronic mail, telephone, facsimile or other standard method of communication at least three (3,) business days prior to the day named for such meeting.
Section 3.7. Special Meetings. Special meetings of the Board of Directors may be called by the President on one (l) business days' notice to each director, given personally, by mail, electronic mail, telephone, facsimile or other standard method of communication which notice shall state the time, place and purpose of the meetings. Special meetings of the Board of Directors shall be called by the President or Secretary in like manner and on like notice on the written request of at least two directors.
Section 3.8. Waiver of Notice. Any Director may, at any time, in writing, waive notice of any meeting of the Board of Directors, and such waiver shall be deemed equivalent to the giving of notice. Attendance by a director at any meeting of the Board of Directors shall constitute a waiver of notice by the director of the time and place of such meeting. If all directors are present at any meeting of the Board of Directors, no notice shall be required and any business may be transacted at such meeting.
Section 3.9. Ouorum of Board of Directors. At all meetings of the Board of Directors, a majority of the current directors shall constitute a quorum for the transaction of business. The votes of a majority of the directors present at a meeting -at which a quorum is present shall constitute the decision of the Board of Directors. If at any meeting of the Board of Directors there shall be less than a quorum present, a majority of those present may adjourn the meeting from time to time. At any such adjourned meeting at which a quorum is present, any business which might have been transacte at the meeting originally called may be transacted without further notice.
Section 3.10. Reimbursement and Compensation. Directors shall be entitled to reimbursement of expenses incurred on behalf of the Association provided that such expenses are approved by the Board of Directors. Except as provided in Section 4.8, Directors may not receive compensation from the Association for serving as a Director or an Officer unless compensation in an amount not to exceed four months assessments for the one largest Unit owned by a Director has been approved by a Majority vote of the Unit Owners. Approval shall be valid until the Unit Owners vote against such compensation by a Majority vote of the Unit Owners.
Section 3.11. Conduct of Meetings. The President shall preside over all meetings of the Board of Directors and the Secretary shall keep a Minute Book, recording therein all resolutions and actions adopted or approved by the Board of Directors at such meetings. Robert's Rules of Order (latest edition) shall govern the conduct of meetings of the Board of Directors when necessary and when not in conflict with the Declaration, these Bylaws or the Condominium Act.
Section 3.12. Action without a Meeting. Any action by the Board of Directors required or permitted to be taken at a meeting may be taken without a meeting if the members of the Board of Directors shall consent in writing to such action. Telephone polls shall require unanimous consent. Action may be taken by telephone conference call or electronic mail by majority vote provided that all members can hear or see the same information. Any action taken without a meeting shall be filed with the minutes of the next meeting held or may be noted by written consent.
Section 3.13. Powers and Duties. The Board of Directors shall have all powers and duties necessary for the administration of the affairs of the Association and shall do all such acts and things as are not by the Condominium Act, Declaration or these Bylaws required to be done by the members of the Association. The Board of Directors shall delegate to one of its members or to a person employed for such purpose the authority to act on behalf of the Board on such matters relating to the duties of the Managing Agent or other professionals, if any, which may arise between meetings of the Board of Directors as the Board deems appropriate. In addition to the duties imposed by these Bylaws or by any resolution of the Association that may hereafter be adopted, the Board of Directors shall on behalf of the Association:
(a) Prepare an annual budget which shall establish the assessments of each Owner for the Common Expenses.
(b) Make assessments against Owners to defray the costs and expenses of the Condominium, establish the means and methods of collecting the assessments from the Unit Owners and establish the period of the installment payment of the annual assessment for Common Expenses. Unless otherwise determined by the Board of Directors, the annual assessment against each Unit Owner for his or her proportionate share of the Common Expenses, shall be payable in monthly installments, each such installment to be due and payable in advance on the first day of each month. The Board may accelerate a Unit Owner's installments of the annual or any special assessments upon default in payment of any one installment.
(c) Enter into contracts, incur liabilities and provide for the operation, care, upkeep and maintenance of all of the property and services of the Condominium which the Board in its discretion deems necessary or advisable.
(d) Designate, hire and dismiss the personnel necessary for the maintenance, operation, repair and replacement of the Common Elements and provide services for the property and, where appropriate, provide for the compensation of such personnel and for the purchase of equipment, supplies and material to be used by such personnel in the performance of their duties.
(e) Collect the assessments against the Units, deposit the proceeds thereof in fully insured bank depositories designated by the Board of Directors and use the proceeds to carry out the administration of the Property.
(f) Make, amend and enforce the policies, rules and regulations governing operation of the Association, use of the Property and the conduct of occupants and guests.
(g) Open bank accounts on behalf of the Association and designate the signatories thereon.
(h) Make or contract for the making of repairs, additions, improvements or alterations of the Property and repairs and restoration of the Property, in accordance with these Bylaws, after damage or destruction by fire or other casualty, or as a result of condemnation or eminent domain proceedings.
(i) Enforce by legal means the provisions of the Declaration, these Bylaws and the Rules and Regulations and act on behalf of the Unit Owners with respect to all matters arising out of any eminent domain proceeding or any other action against or on behalf of the Association or any Unit.
(j) Obtain and carry insurance against casualties and liabilities, as provided in Article 7 of these Bylaws, pay the premiums therefor and adjust and settle any claims thereunder.
(k) Pay the cost of all authorized services rendered to the Association and not billed to Unit Owners of individual Units or otherwise provided for in these Bylaws.
(1) Keep books with detailed accounts in chronological order_ of the receipts and expenditures affecting the Property, and the administration of the Condominium, specifying the expense of maintenance and repair of the Common Elements and any other expenses incurred. Such books and records shall be available for examination or copies may be made at a reasonable cost, by or for the Unit Owners, their duly authorized agents or attorneys, by appointment during general business hours on working days at the times and in the manner set and announced by the Board of Directors for the general knowledge of the Unit Owners or by mutual agreement. All books and records shall be kept in accordance with generally accepted accounting principles, and the same shall be reviewed or audited at least once each year by an independent accountant retained by the Board of Directors who shall not be a Unit Owner. The cost of such review or audit shall be a Common Expense.
(m) Notify any Mortgagee or Lender who requests notice in writing of any default by the Unit Owner of the Unit subject to such Mortgage or Deed of Trust, if the default continues for a period exceeding thirty days.
(n) Borrow money on behalf of the Condominium when required in connection with the ordinary operation, care, upkeep, repair and maintenance of the Common Elements; provided. however, that the consent of at least a majority of those members present in person, by proxy or ballot, shall be required to borrow any sum in. excess of twenty percent (20%) of the annual budget when such money is to be used for an addition or improvement. If any sum borrowed by the Board of Directors on behalf of the Condominium pursuant to this authority is not repaid by the Association, a Unit Owner who pays to the creditor such proportion thereof as his Common Element interest bears to the total of Common Element Interests in the Condominium shall be entitled to obtain from the creditor a release of any judgment or other lien which such creditor shall have filed or shall have the right to file against the Owner's Unit.
(o) Acquire, hold and dispose of Condominium Units or other real property owned by the Association and mortgage the same.
(p) In its sole discretion, designate from time to time certain Common Elements as "Reserved Common Elements" and impose such restrictions and conditions on the use thereof as the Board of Directors deem appropriate.
(q) Furnish the statement required by Section 5 5-79.97 of the Condominium Act, within ten days after the receipt of a written request therefor from any Unit Owner or within such other time limit as may be required by law.
(r) Negotiate and adjust with any contractor, subcontractor or other party any claims made by or on behalf of any Unit, Unit Owner or the Association.
(s) Do such other things and acts not inconsistent with the Condominium Act, the Declaration or these Bylaws which the Board of Directors may be authorized to do by a resolution of the Unit Owners Association or by law.
ARTICLE 4. OFFICERS.
Section 4.1. Principal Officers. The principal officers of the Association shall be the President, Vice President, Secretary and Treasurer and shall be elected by the Board from among the Board members. The Board of Directors may appoint such other officers as in its judgment may be necessary. The offices of President and Treasurer shall not be held by the same person. The Board may limit and specify the duties and powers of any officer.
Section 4.2. Election of Officers. The officers shall be elected annually by the Board at the organizational meeting of each new Board of Directors and shall hold office at the pleasure of the Board of Directors and until a successor is elected.
Section 4.3. Removal of Officers. Upon the affirmative vote of a majority of the members of the Board of Directors, any officer may be removed from his position as an officer, with or without cause, and his successor may be elected at any meeting of the Board of Directors.
Section 4.4. President. The President shall be the chief executive officer of the Association. The President shall preside at all meetings of the Association and of the Board of Directors. He shall have all of the general powers and duties which are incident to the office of President of a Nonstock corporation organized under the Virginia Nonstock Corporation Act, including, but not limited to, the power to appoint committees from among the Unit Owners, subject to the confirmation of the Board of Directors, from time to time, as the Board in its discretion decides appropriate in the conduct of the affairs of the Association.
Section 4.5. Secretary. The Secretary shall keep the minutes of all meetings of the Association and of the Board of Directors; he shall have charge of such books and papers as the Board of Directors may direct, and he shall, in general, perform all the duties incident to the office of the secretary of a Nonstock corporation, organized under the Virginia Nonstock Corporation Act.
Section 4.6. Treasurer. The Treasurer shall have the responsibility for overseeing the Condominium funds and securities and shall cause the keeping of full and accurate financial records and books of account showing all required financial data; he shall also oversee the deposit of all monies and other valuable effects in the name of the Association, in such depositories as may from time to time be designated by the Board of Directors.
Section 4.7. Agreements. All agreements, contracts, deeds, leases, and other instruments of the Condominium shall be executed by any two (2) officers of the Association, or by the such other person or persons as may be designated by the Board of Directors.
Section 4.8. Compensation of Officers. Officers who attend at least 75% of all meetings in that fiscal year may be compensated at the end of each fiscal year in the discretion of the Board by an amount not to exceed one month's condominium assessment for that Owner's Unit.
ARTICLE 5. MANAGING AGENT.
Section 5.1. Managing Agent. The Board of Directors may contract for the Condominium a "Managing Agent" at a compensation established by the Board of Directors.
Section 5.2. Requirements. Any Managing Agent shall have a minimum of two years experience in residential real estate or commercial management.
Section 5.3. Duties. The Board of Directors may delegate to the Managing Agent all of the powers necessary to perform the obligations, duties -and-services relating to management of the property and the rights of Mortgagees in compliance with the provisions of these Bylaws.
Section 5.4. Standards. The Board of Directors shall impose appropriate standards of performance upon the Managing Agent. Unless the Managing Agent is instructed otherwise by the Board of Directors, the Managing Agent shall comply with the following standards:
(1) Generally accepted accounting principles shall be employed.
(2) Two or more persons shall be responsible for handling cash to maintain adequate financial control procedures.
(3) Cash accounts of the Association shall not be commingled with any other accounts;
(4) No remuneration shall be accepted by the Managing Agent from vendors, independent contractors or others providing goods or services to the Association whether in the form of commissions, finders' fees, service fees or otherwise. Any discounts received shall benefit the Association;
(5) Any financial or other interest which the Managing Agent may have in any firm providing goods or services to the Association shall be disclosed promptly to the Board of Directors; and
(6) A monthly financial report shall be prepared for the Board disclosing: (a) the status of any delinquent accounts, (b) the status of all budgeted amounts in an "actual" versus "projected" budget format, (c) the balance in all reserve and operating accounts.
ARTICLE 6. LIABILITY AND INDEMNIFICATION OF OFFICERS AND DIRECTORS.
Section 6.1. Liabilityand Indemnification of Officers and Directors. The Association shall indemnify every officer and director of the Condominium against any and all expenses, including counsel fees, reasonably incurred by or imposed upon any officer or director in connection with any action, suit or other proceeding (including settlement of any suit or proceeding if approved by the Board of Directors of the Condominium) to which he may be a party by reason of being or having been an officer or director of the Association whether or not such. person is an officer or director at the time such expenses or claims are incurred. The officers and directors of the Condominium shall not be liable to the Unit Owners for any mistake of judgement, negligence or otherwise, except for their own individual willful misconduct or bad faith. The officers and directors of the Condominium shall have no personal liability with respect to any contract or other commitment made by them, in good faith and with Board approval, on behalf of the Condominium project (except to the extent that such officers or directors may also be owners of Condominium Units) and the Association shall indemnify and forever hold each such officer and director free and harmless against any and all liabilities to others on account of any such contract or commitment. Any right to indemnification provided herein shall not be exclusive of any other rights to which any officer or director, or former officer or director of the Association, may be entitled. Officers and directors shall be entitled to reimbursement for expenses authorized by the Board but may be held personally responsible for unauthorized expenditures.
Section 6.2. Common or Interested Directors. The Directors shall exercise their powers and duties in good faith and with a view to the interests of the Condominium project. No contract or other transaction between the Condominium and one or more of its Directors, or between the Condominium and any corporation, firm or association in which one or more of the Directors of the Condominium are directors or officers or are pecuniarily or otherwise interested, is either void or voidable because a Director is present at the meeting of the Board of Directors or any committee thereof which authorizes or approves the contract or transaction, or because his votes are counted for such purposes, if any of the conditions specified in any of the following subparagraphs exists:
(a) The fact of the common directorate or interest is disclosed or known to a majority of the Board of Directors or noted in the minutes, and the Board authorizes, approves or ratifies such contract or transaction in good faith or by a vote sufficient for the purpose; or
(b) The fact of the common directorate or interest is disclosed or known to the Association, or a majority thereof, and they approve or ratify the contract or transaction by a vote sufficient for 14 the purpose; or The contract or transaction is fair and reasonable to the Condominium at the time it is authorized, ratified, approved or executed. Common or interested Directors may be counted in determining the presence of a quorum of any meeting of the Board of Directors or committee thereof which authorizes, approves or ratifies any contract or transaction, and with like force and effect as if he were not such director or officer or were not so interested.
Section 6.3. Director's and Officer's Insurance. The Board of Directors shall obtain on behalf of the Condominium such insurance coverage as they deem may be reasonably necessary in order to effectively indemnify the officers and directors of the Condominium as provided in this Article. The cost of the insurance shall constitute a Common Expense.
ARTICLE 7. INSURANCE.
Section 7.1. Authority to Purchase.
(a) Except as otherwise provided in Section 7.5 of this Article 7, all insurance policies relating to the Property shall be placed by the Board of Directors. Neither the Board of Directors nor the Managing Agent shall be liable for the failure to obtain any coverages required by this Article if such failure is due to the unavailability of such coverages from reputable insurance companies or if such coverages are available only at an unreasonable cost.
(b) Each such policy shall provide that:
(1) The insurer waives its right of subrogation to any claims against the Board of Directors, the Association, the Managing Agent or the Unit Owners and their respective agents, lessees, employees, guests and in the case of Owners, the members of their household.
(2) Such policy cannot be canceled, invalidated or suspended on account of the conduct of any member of the Board, officer or employee of the Board of Directors, Unit Owner (including his invitees, agents and employees) or the Managing Agent without a prior demand in writing that the Board of Directors or the Managing Agent cure the defect and the allowance of a reasonable time thereafter within which the defect may be cured.
(3) Such policy may not be canceled or substantially modified without at least sixty (60) days prior written notice to the Board of Directors or the Managing Agent.
(4) The named insured under any such policies shall be the Association through its Board of Directors, as trustee for the owners of the Condominium Units, or its authorized representative, including any trustee with which the Association may enter into any insurance Trust Agreement, or any successor trustee, each of which shall be referred to as the "Insurance Trustee" who shall have exclusive authority to negotiate losses under these policies.
(c) All policies of insurance shall be written by reputable companies licensed to do business in the Commonwealth of Virginia, and holding a financial rating of A or better by Best insurance Reports, if available, and if not available, the best comparable rating available.
(d) Such policies shall also provide, to the extent available:
(1) The insuror of the Master policy shall issue to each Unit Owner or their Mortgagee a certificate or subpolicy specifying the portion of the Master policy allocated to each Owner's Unit and his undivided interest in the Common Elements.
(2) That the Master Insurance policy shall contain a standard mortgage clause in favor of each Mortgagee of a Unit to the extent of the portion of the coverage of the Master policy allocated to such Unit, which shall provide that the loss, if any, there under shall be payable to such Mortgagee and the Unit Owner as their interests may appear, subject, however, to the loss payment and adjustment provisions in favor of the Board of Directors and the Insurance Trustee, if one is designated.
(f) That the "no control" clause be part of the Master policy which states that coverage must not be prejudiced by (a) any act or neglect of the Owners of Units when such act or neglect is not within the control of the Association or (b) any failure of the Association to comply with any warranty or condition regarding any portion of the premises over which the Association has no control.
Section 7.2. Physical Damage Insurance. afford protection against at least the following:
(1) Loss or damage by fire and other hazards covered by the standard extended coverage endorsement and by sprinkler leakage, debris removal, cost of demolition, vandalism, malicious mischief, windstorm and, to the extent determined by the discretion of the Board of Directors, water damage and sewage backups:
(2) Such other risks as are customarily covered in similar projects.
(b) Such policy shall also provide:
(1) That despite any provisions giving the carrier the right to elect to restore damage in lieu of a cash settlement, such operation shall not be exercisable without the prior written approval of the Association (or any Insurance Trustee) or when in conflict with provisions of any Insurance Trust Agreement to which the Association may be a party, or any requirement of law.
(2) The following endorsements (or equivalent) (i) "no control"; (ii) "contingent liability from operation of building laws or codes, (iii)"increased cost of construction" or "condominium replacement cost"; and (iv) "agreed amount" or elimination of co-insurance clause.
(3) A "no other insurance" clause expressly excluding individual Owners' policies from its operation so that the physical damage policy purchased by the Board of Directors shall be deemed primary coverage and any individual Unit Owners' policies shall be deemed excess coverage. In no event shall the insurance coverage obtained and maintained by the Board of Directors hereunder provide for or be brought into contribution with insurance purchased by individual Unit Owners or their Mortgagees unless required by law.
Section 7.3. Liability Insurance. The Board of Directors shall obtain and maintain comprehensive general liability, libel, slander, false arrest and invasion of privacy coverage and liability coverage for acts of the Association, officers and directors of the Association, and property damage insurance in a limit no less than $1,000,000 per occurrence, insuring the Association, each member of the Board of Directors, the Managing Agent, each Unit Owner, those entitled to occupy any Unit, against any liability to the public or to the Unit Owners (and their invitees, agents and employees) arising out of or incidental to the ownership and/or use of the Common Elements to the extent such insurance is reasonably available. Such insurance shall be issued on a comprehensive liability basis and shall contain: (i) a cross liability endorsement under which the rights of a named insured under the policy shall not be prejudiced with respect to his action against another named insured; (ii) hired and nonowned vehicle coverage; (iii) host liquor liability coverage with respect to events sponsored by the Association; (iv) deletion of the normal products exclusion with respect to events sponsored by the Association, and (v) a "severability of interest" endorsement which shall preclude the insurer from denying liability to a Unit Owner or resident because of negligent acts of the Association or of another Unit Owner or resident.
The Board of Directors shall review such limits once each year, but in no event shall such insurance be less than One Million Dollars covering all claims for bodily injury or property damage
c) worker's compensation insurance if and to the extent necessary to meet the requirements arising out of one occurrence. Reasonable amounts of "umbrella" liability insurance in excess of the primary limits may also be obtained.
Section 7.4. Other Insurance. The Board of Directors shall, obtain and maintain:
(a) blanket fidelity coverage to protect against dishonest acts on the part of officers, directors, trustees and employees of the Association and all others who handle or are responsible for handling funds of the Association, including the Managing Agent. Such fidelity bonds shall: (i) name the Unit Owners Association as an obligee; (ii) be written in an amount not less than the current amount in reserves plus two months assessments or the amount required by the Federal National Mortgage Association or Federal Home Loan Mortgage Corporation, or its successor, whichever is greatest; and (iii) contain waivers of any defense based upon the exclusion of persons who serve without compensation from any definition of "employee" or similar expression;
(b) if required by any governmental or quasi governmental agency including without limitation the Federal National Mortgage Association or the Federal Home Loan Mortgage Corporation, flood insurance in accordance with the then applicable regulations of such agency; of law;
(d) such other insurance as the Board of Directors may determine is necessary or advisable.
Section 7.5. Separate Unit Insurance. Each Unit Owner and any tenant of an Owner should, at his own expense, obtain additional insurance for his own benefit and obtain insurance coverage upon his personal property, for any betterments, improvements or upgrades made to the Unit, rental loss and for his personal liability, provided that no Unit Owner or tenant shall acquire or maintain such additional insurance coverage so as to decrease the amount which the Board of Directors, on behalf of all Unit Owners, may realize under any insurance policy which it may have in force on the Property at any particular time or to cause any insurance coverage maintained by the Board of Directors to be brought into contribution with such additional insurance coverage obtained by the Unit Owner or tenant. All such additional coverage obtained by the Unit Owner shall contain waivers of subrogation.
Section 7.6. Insurance Trustee.
(a) The Board of Directors shall have the right (but shall not be required) to designate any bank, trust company, management agent, savings and loan association, insurance company or any institutional lender, or the Association, as the Insurance Trustee, and all parties beneficially interested in such insurance coverage shall be bound thereby. The Insurance Trustee at the time of the deposit of such policies and endorsements shall be deemed to have acknowledged that the policies and any proceeds there from will be held in accordance with the terms of these Bylaws.
(b) The Insurance Trustee shall not be liable for the payment of premiums, the renewal of the policies, the sufficiency, form or content of the policies. The sole duty of the Insurance Trustee shall be to receive such proceeds as are paid to it and to hold the same in trust for the purposes elsewhere stated in these Bylaws, for the benefit of the Association, the Unit Owners, tenants and Mortgagees.
Section 7.7. Board of Directors as Agent. The Board of Directors is hereby irrevocably appointed as the agent for each Unit Owner of a Unit, for each owner of any interest in the Condominium and for each Mortgagee of a Unit to adjust all claims arising under insurance policies purchased by the Board of Directors and to execute and deliver releases upon the payment of claims.
Section 7.8. Premiums. Premiums upon all insurance policies purchased by the Board of Directors shall be deemed to be a Common Expense.
Section 7.9. Deductibles. Deductibles shall be paid by the person or entity who would be responsible for repair or replacement in the absence of insurance. In the event more than one person or entity is responsible, the cost of the deductible may be divided among them in such manner as the Board of Directors may determine.
ARTICLE 8. REPAIR AND RECONSTRUCTION AFTER FIRE OR OTHER CASUALTY.
Section 8.1. When Repair and Reconstruction are Required. Except as otherwise provided in 8.4 of this Article, in the event of damage to or destruction of all or any of the buildings or Units as a result of fire or other casualty, the Board of Directors, or the Insurance Trustee, if any, shall arrange for and supervise the prompt repair and restoration of the buildings (including any damaged Units, and the floor coverings, kitchen or bathroom fixtures and appliances initially installed therein by the Declarant, and replacements thereof installed by the Unit Owners, but not including any additions, improvements, upgrades, furniture, furnishings, fixtures, equipment or other personal property supplied or installed by the Owners or tenants in the Units). Notwithstanding the foregoing, each Owner shall have the right to supervise the redecorating of his own Unit.
Section 8.2. Procedure for Reconstruction and Repair.
(a) Cost Estimates. Immediately after a fire or other casualty causing damage to a Unit or building, the Board of Directors shall obtain reliable and detailed estimates of the cost of repairing and restoring the building, including any damaged Unit, but not including any other furniture, furnishings, fixtures or equipment installed by the Unit Owners in the Unit to a condition substantially similar to that existing before such casualty. Such costs may also include professional fees and premiums for such bonds as the Board of Directors determines to be necessary.
(b) Assessments. If the proceeds of insurance are not sufficient to cover the estimated costs of reconstruction and repair as determined by the Board of Directors, or if at any time during reconstruction and repair, or upon completion of reconstruction and repair, the funds for the payment of the costs thereof are insufficient, assessments necessary to cover such insufficiency shall be made against all the Units according to their respective Common Element Interests as set forth in the Declaration of the Condominium, as the same may be amended from time to time. Notwithstanding anything to the contrary herein contained, the Association shall not be responsible for any items of repair, replacement, or maintenance or consequential damage to any Unit, for which it would not otherwise be responsible under the provisions of these Bylaws unless the loss or consequential damage caused to the Unit and requiring repair, replacement or maintenance, was occasioned through the fault of the Association. This provision shall be deemed to include and require payment by the Unit Owner of any deductible amount under any Association insurance policy as provided herein.
(c) Plans and Specifications. Any such reconstruction or repair shall be substantially in accordance with the plans and specifications under which the property was originally constructed.
(d) Encroachments. Encroachments upon or in favor of Units which may be created as a result of reconstruction or repair shall not constitute a claim or basis for any proceeding or action by the Owner upon whose property such encroachment exists, provided that such reconstruction was substantially in accordance with the Architectural Plans under which the Property was originally constructed. Such encroachments shall be allowed to continue in existence for so long as the reconstructed building shall stand.
Section 8.3. Disbursements of Construction Funds.
(a) Construction Fund. The net proceeds of insurance collected on account of a casualty and the funds collected by the Board of Directors from assessments against Unit Owners on account of such casualty shall constitute a construction fund which shall be disbursed in payment of the cost of reconstruction and repair in the manner set forth in this Article. If the net proceeds of insurance collected on account of a casualty exceeds 2.5% of the annual budget, then the funds collected by the Board of Directors from assessments against the Unit Owners shall be deposited by the Board of Directors with the Insurance Trustee, if any, and the entire construction fund shall be held by the Insurance Trustee and disbursed as ordered by the Board of Directors.
(b) Method of Disbursement. The construction fund shall be paid by the Board or Directors or the Insurance Trustee, as the case may be, in appropriate progress payments, to contractors, suppliers and personnel performing the work or supplying the materials or services for the repair and reconstruction of the building or Unit as is designated by the Board of Directors.
(c) Surplus. It shall be presumed that the first monies disbursed in payment of the cost of reconstruction and repair shall be from insurance proceeds, and, if there is a balance in the construction fund after the payment of all the costs of the reconstruction and repair for which the fund is established, such balance shall, at the determination of the Board of Directors, either be deposited in the Association's general operating account or the reserve account.
(d) Common Elements. When the damage is to both Common Elements and Units, the insurance proceeds shall be applied first to the cost of repairing the Common Elements and the balance to the cost of repairing the Units.
(e) Certificate. The Insurance Trustee, if any, shall be entitled to rely upon a certificate executed by the President or Vice President, and the Secretary, of the Unit Owners Association certifying:
(i) Whether or not the damaged property is to be reconstructed and repaired.
(ii) The name of the payee and the amount to be paid with respect to disbursements from any construction fund held by it; and
(iii) All other matters concerning the holding and disbursing of any construction fund held by it. Any such certificate shall be delivered to the Insurance Trustee, if any, promptly after request.
Section 8.4. When Reconstruction is Not Required. In the event the Board of Directors elects not to repair insubstantial damage to the Common Elements, any insurance proceeds received on account of such damage shall be placed in the Association's reserve accounts for repair and replacement. If the Condominium suffers substantial damage, is subject to condemnation and/or the Unit Owners vote that the Condominium shall be terminated pursuant to the Condominium Act, the net assets of the Condominium together with the net proceeds of insurance policies, if any, shall be divided by the Board of Directors or the Insurance Trustee, as the case may be, among all Unit Owners in proportion to their respective Common Element interests, after first_ paying out of the share of each Unit Owner, to the extent sufficient there for, the amount of any unpaid liens on his Unit in the order of priority of such liens.
ARTICLE 9. ASSESSMENTS.
Section 9.1. Determination of Common Expenses and Assessments Against Unit Owners.
(a) Fiscal Year. The fiscal year of the Condominium shall consist of the twelve (12) month period ending December 31 st or as the same may be changed thereafter by resolution of the Board of Directors of the Association.
(b) Preparation and Approval of Budget. Each year on or before thirty (30) days before the commencement of the next fiscal year, the Board of Directors shall adopt a budget for the Condominium containing an estimate of the total amount which it considers necessary to pay the cost of utilities, services, maintenance, management, operation, repair and replacement of those parts of the Units as to which the Board of Directors has all powers and responsibilities with regard to maintenance, repair, renovation, restoration and replacement, and the cost of wages, materials, insurance premiums, service, supplies and other expenses that may be declared to be Common Expenses by the Condominium Act, these Bylaws, the Association or the Board of Directors, and which will be required during the ensuing fiscal year for the administration, operation, maintenance and repair, including allocations to repair and replacement reserves of the Condominium, in the rendering to the Unit Owners of all related services. The budget may also include:
(1) The cost of maintenance or repair of any Unit which is the responsibility of the Unit Owner under these documents in the event such maintenance or repair is reasonably necessary in the discretion of the Board of Directors to protect the Common Elements or to preserve the appearance or value of the Condominium project or is otherwise in the interest of the general welfare of owners of the Condominium Units; provided, however, that no such maintenance or repair, shall be undertaken without a resolution by the Board of Directors and not without reasonable written notice to the Owner of the Condominium Unit proposed to be maintained, and provided further that the cost thereof shall be assessed against the Condominium Unit on which such maintenance or repair is performed. When so assessed, a statement for the amount thereof shall be rendered promptly to the then Owner of the Condominium Unit, at which time the assessment shall become due and payable and a continuing lien and obligation of the Owner in all respects as provided in Section 9.2 of these Bylaws.
(2) Any amount necessary to discharge any lien or encumbrance levied against the Condominium project, or any portion thereof, which may, in the opinion of the Board of Directors, constitute a lien against the Common Elements.
(3) Such budget may also include such reasonable amounts as the Board of Directors considers necessary to provide working funds for the Association's general operating reserve, or reserves for contingencies and replacements.
(4) Any Common Expenses benefitting less than all of the Condominium Units or caused by the conduct of less than all those entitled to occupy the Units, or by their licensees or invitees, may be specifically assessed against the Unit or Units involved, in accordance with such reasonable provisions as may be made by the Board of Directors.
(c) Notice of Assessment. The Board of Directors shall send to each Unit Owner a notice of assessment setting forth the amount of the assessment for Common Expenses payable by each Unit Owner, at least ten days before the beginning of the fiscal year. The budget shall constitute the basis for determining each Unit Owner's contribution for the Common Expenses of the Condominium. A copy of the budget shall be available from the Managing Agent upon request by a Unit Owner.
Section 9.2. Assessment and Pavment of Common Expenses.
(a) Annual Assessment. Except for those Common Expenses which may be specially assessed against the Condominium Unit or Units involved pursuant to the provisions of subparagraph (b) (4) of Section 9.1 and except for those Common Expenses special assessed pursuant to Section 55-79.83(a) of the Condominium Act, the total amount of the estimated funds required for the operation of the Property set forth in the budget for the fiscal year adopted by the Board of Directors shall be assessed against each Condominium Unit in proportion to its respective proportionate undivided interest in the Common Elements (its Percentage Interest) as set forth in the Declaration of the Condominium. In the event the assessments shall prove to be insufficient to meet the Association's actual operating expenses and the reserve fund, the Board of Directors shall have the right and obligation to enact a new schedule of assessments to eliminate such insufficiency. The assessment shall be a lien against each Unit Owner's Unit as provided in the Condominium Act in Section 55-79.84. On or before the first day of each fiscal year, and the first day of each succeeding month in such fiscal year, such Unit Owner shall be obligated to pay to the Association, one twelfth (1/12) of the assessment for such fiscal year made pursuant to the foregoing provisions. Any amount accumulated in excess of the amount required for actual expenses and reserves may, if the Board of Directors deems it advisable, be credited according to each Unit Owner's Undivided Interest in the Common Elements to the installments due in the succeeding months of that fiscal year. The Board of Directors in its discretion may elect to collect the assessments levied hereunder in installments on either a monthly or quarterly basis. In the absence of a specific resolution of the Board, the assessment shall be collected on a monthly basis as above provided. In the event of default in the payment of any installment of the annual assessment, at the direction of the Board of Directors, the entire balance of assessments due on account may be accelerated for the remainder of the fiscal year.
(b) Repair and Replacement Reserve. The Board of Directors, as they deem necessary, shall obtain from members regular contributions as part of the annual assessment to establish and maintain a replacement and repair reserve. Such funds shall be conclusively deemed to be a Common Expense. Such funds shall be deposited in an account with a lending institution, the accounts of which are insured by an agency of the United States of America, or may, in the discretion of the Board of Directors, be invested in obligations of or instruments fully guaranteed as to principal by the United States of America. Such funds also may, in the discretion of the Board of Directors, be invested in Money Market Funds which, although they themselves are not guaranteed by the United States Government, invest solely in United States Government securities or in State bonds which are backed in principal by the State. The replacement reserve may be expended only for the purpose of the replacement and repair of the Common Elements; those parts of Units as to which the Board of Directors has powers and responsibility with regard to maintenance, repair, renovation, restoration and replacement; and the replacement and repair of equipment of the Condominium as designated by the Board of Directors. The amounts required to be allocated to the replacement reserve may be reduced by appropriate resolution of the Board of Directors, upon the accumulation in such replacement. reserve of a sum equal to the full replacement value of the items for which the reserve is established. Full replacement value shall be annually determined by the Board of Directors for casualty insurance purposes. The proportionate interest of any member in any replacement reserve shall be considered an appurtenance of his Unit and shall not be separately withdrawn, assigned or transferred or otherwise separated from the Condominium Unit to which it appertains and shall be deemed to be transferred with such Condominium Unit.
(c) Special Assessments. In the event extraordinary expenditures not originally included in the annual budget become necessary during the year, the Board of Directors may at any time levy a special assessment, which shall be assessed against the Units in proportion to the respective Undivided Interests in the Common Elements appertaining to each of the Units as set forth in the Declaration of Condominium, as the same may be amended from time to time. The special assessments may be payable in a lump sum or in installments as the Board of Directors may determine. The Board of Directors shall serve notice of any such special assessment on all Unit Owners by a statement in writing giving the amount and reason therefor, and such special assessment shall, unless otherwise specified in the notice, become effective with the next payment which is due after the delivery or mailing of such notice of special assessment, provided that at least seven (7) days notice is provided. All Unit Owners shall be obligated to pay the adjusted amount or, if the special assessment is not payable in installments, the amount of such assessment.
Notwithstanding anything to the contrary herein contained, any special assessment in excess of twenty percent (20%) of the total annual budget of the Association for improvements or additions in any twelve month period shall be effective only with the approval of a majority of the Unit Owners present in person or by proxy at a meeting at a quorum is present.
(d) Effect of Failure to Prepare or Adopt Budget. The failure or delay, of the Board of Directors to prepare or adopt the annual budget for any fiscal year shall not constitute a waiver or release in any manner of a Unit Owner's obligation to pay his allocable share of the Common Expenses whenever the same shall be determined, and in the absence of any annual budget or notice, the Owner shall continue to pay the monthly charge at the then existing rate established for the previous fiscal period until notice of the new annual or adjusted assessment amount shall have been mailed or delivered.
(e) Accounts. All sums collected by the Board of Directors with respect to assessments against the Unit Owners may be commingled into a single fund, but shall be identified and accounted for in accordance with the budget as it may be amended from time to time. The Board may establish a general operating reserve fund to provide a measure of financial stability during periods of deficiencies and such other funds as they may deem necessary for the proper operation, maintenance and benefit of the Condominium.
Section 9.3. Payment of Common Expenses. All Unit Owners, to the extent set forth, shall be obligated to pay the Common Expenses assessed by the Board of Directors pursuant to the provisions of the Condominium Instruments, and such expenses not paid by the tenth (10th) day of each month shall be in default and considered late.
No Unit Owner shall be liable for the payment of any part of the Common Expenses assessed against his Unit subsequent to a sale, transfer or other conveyance by him of such Unit. The purchaser of a Unit shall be jointly and severally liable with the selling Unit Owner for any unpaid assessments against the latter for his proportionate share of the Common Expenses prior to the time of conveyance, without prejudice to the purchaser's right to receive from the selling Unit Owner the amounts paid by the purchaser therefor. Any Unit Owner may be entitled to a statement from the Board of Directors or Managing Agent setting forth the amount of the unpaid assessments against the Unit Owner pursuant to Section 55-79.84(h) of the Code of Virginia, as amended. The statement must be furnished or made available within ten (10) business days of the request. Provided, further, that each Mortgagee who comes into possession of a Condominium Unit by virtue of foreclosure or by deed or assignment in lieu of foreclosure, or any purchaser at a foreclosure sale, shall take the Condominium Unit free of any claims for unpaid assessments or charges against such Unit which accrue prior to the time such Mortgagee comes into possession thereof, except for claims for a prorata share of such assessments or charges resulting from a prorata reallocation of such assessments or charges to all Condominium Units including the foreclosed Condominium Unit. No Unit Owner shall be exempt from liability for assessments to his Unit by the abandonment of the Unit or from nonuse of the Unit or the Common Elements. The payment and collection of the assessment made pursuant to the foregoing provisions shall be in accordance with the terms providing for payment and collection of assessments in these Bylaws and the Condominium Act, including without limitation, the right reserved to the Board to accelerate payment of assessments and the right to recovery of attorneys' fees, court and other collection costs.
Collection of Assessments and Late Fees. The Board of Directors shall take
prompt action to collect any assessments for Common Expenses due from any Unit
Owner which remain unpaid for more than ten (10) days from the date due for
payment thereof. Any payment not received by the tenth (10th) day of the month
in which the payment is due shall be late and a late fee in the amount of $10.00
or such other amount as the Board shall determine by resolution shall be
assessed to the account and become a continuing lien against the Unit. The
Board of Directors shall also have the authority to accelerate payment of the
annual or any special assessment upon default in the payment of any one
installment of the assessment.
Section 9.4. Collection of Assessments and Late Fees. The Board of Directors shall take prompt action to collect any assessments for Common Expenses due from any Unit Owner which remain unpaid for more than ten (10) days from the date due for payment thereof. Any payment not received by the tenth (10th) day of the month in which the payment is due shall be late and a late fee in the amount of $10.00 or such other amount as the Board shall determine by resolution shall be assessed to the account and become a continuing lien against the Unit. The Board of Directors shall also have the authority to accelerate payment of the annual or any special assessment upon default in the payment of any one installment of the assessment.
Section 9.5. Utility Charges. The cost of utilities, electricity, gas, water and sewer service to the Common Elements shall be a Common Expense. The cost of water, including hot water, sewer service, and any other utility or service serving the Units to the extent not individually metered to a Unit shall be a common expense.
ARTICLE 10. OPERATION AND CARE OF THE PROPERTY.
Section 10.1. Maintenance, Repair, Replacement and Other Common Expenses.
(a) By the Board of Directors. The Board of Directors shall be responsible for the maintenance, repair and replacement (unless, if in the opinion of not less than a majority of the Board of Directors, such expense was necessitated by the negligence, misuse, neglect or failure to maintain or repair of a Unit Owner) of all of the Common Elements (including structural repair and replacement of the Limited Common Elements) as defined herein or in the Declaration, whether located inside or outside of the Units, the cost of which shall be charged to all Unit Owners as a Common Expense, provided, however, that each Unit Owner shall perform normal maintenance on the Limited Common Elements appurtenant to his Unit and any portion of the remaining Common Elements which the Board of Directors pursuant to the Rules and Regulations has given him permission to utilize, including, without limitation, the items enumerated in subsection (b) hereof.
(b) By the Unit Owner.
(1) Each Unit Owner, at his own expense, shall maintain his Unit and its- equipment, appliances and appurtenances in good order, condition and repair and in a clean and sanitary condition and as provided on the maintenance responsibility chart attached hereto. All maintenance and repairs of internal installations located within a Unit and/or serving only such Unit, such as water, electricity, telephones, heating, cooling, sanitary sewer installations, doors, windows, lamps, as well as repairs of all other accessories belonging to a Unit shall be at the Unit Owner's individual expense. In addition, each Unit Owner shall be responsible for all damage to any other Units or to the Common Elements resulting from his failure to make any of the repairs required by this Section or from the failure of any component or personal property in the Unit. Each Unit Owner shall perform his responsibility in such a manner as shall not unreasonably disturb or interfere with other Unit Owners. Each Unit Owner shall promptly report to the Board of Directors or the Managing Agent any defect or need for repairs for which the Board of Directors is responsible.
(2) Any Unit Owner permitted by the Board of Directors to use a specific portion of the Common Elements for storage or other purposes is responsible for the maintenance and care of such portion and shall use such portion in a safe and sanitary manner. Each Unit Owner shall be responsible for the surface cleaning and neat order and appearance of any Limited Common Element assigned or appurtenant to his Unit.
(3) The Board of Directors may charge each Unit Owner for the expense of all maintenance, repair or replacement to the Common Elements, or to those parts of Units as to which the Association has the responsibility to maintain and repair, rendered necessary by his act, neglect, carelessness or failure to maintain, the failure of any component or personal property within the Unit, or that of any member of his family, tenants, employees, agents, or guests. The payment and collection of any charge made pursuant to the foregoing provision shall be in accordance with the terms providing for payment and collection of assessments in these Bylaws and the Condominium Act, including, without limitation, the right reserved to the Board to accelerate payment of assessments and to recover attorneys' fees, court and collection costs.
(c) Chart of Maintenance Responsibilities. Notwithstanding the general provisions for maintenance set forth in subparagraphs (a) and (b) above, specific maintenance responsibilities and the costs attributable thereto shall, to the extent set forth thereon, be determined by the Chart of Maintenance Responsibilities attached as Exhibit "A" hereto.
(d) Manner of Repair and Replacement. All repairs and replacements shall be substantially similar to or better than the original construction and installation and shall be of first class quality.
(e) Limitation of Liability. The Association shall not be liable for any failure of water supply or other services or utilities to be obtained by the Association or paid for as a common expense, or for injury or damage to person or property caused by the elements or by the unit owner of any Unit, or any other person, or resulting from electricity, water, snow or ice which may leak or flow from or over any portion of the common elements or from any pipe, drain, conduit, appliance or equipment. Notwithstanding the foregoing, the Association may, but is not required to, obtain insurance for such damages or injuries as a common expense. The Association shall not be liable to any Unit owner for loss or damage, by theft or otherwise, of articles stored or located upon any of the common elements. No diminution or abatement of any assessments, as herein elsewhere provided, shall be claimed or allowed for inconvenience or discomfort arising from the failure of utilities or services, the making of repairs or improvements to the common elements, or from any action taken by the Association to comply with any law, ordinance or with the order or directive of any governmental authority.
Section 10.2. Additions, Alterations or Improvements by Board of Directors. Whenever in the judgment of the Board of Directors the Common Elements shall require additions, alterations or improvements costing a sum in excess of twenty percent (20%) of the total annual budget of the Condominium for the current fiscal year, the making of such additions, alterations or improvements shall be approved by at least the number of Units to which a majority of the votes pertain who are present in person, by proxy or ballot and in which a quorum is represented. Any additions, alterations, or improvements costing a sum less than twenty percent (20%) of the total annual budget of the Condominium for the current fiscal year, may be made by the Board of Directors without approval of the Unit Owners and the cost thereof shall constitute part of the Common Expenses. This section does not require approval for ordinary repair, maintenance and replacement, including improved replacements of existing equipment used to perform the same functions. Notwithstanding the foregoing, if in the opinion of not less than a majority of the members of the Board of Directors, such additions, alterations or improvements are exclusively or substantially exclusively for the benefit of the Unit Owner(s) requesting the same, the requesting Unit Owner(s) shall be assessed there for in such proportions as they jointly approve, or if they are unable to agree thereon, in such proportions as may be determined by the Board of Directors.
Section 10.3. Additions, Alterations, or Improvements by the Unit Owners. No Unit Owner shall make any structural addition, alteration or improvement in or to his Unit without the prior written consent of the Board of Directors. No Unit Owner shall paint or alter the exterior appearance of his Unit, including the doors and windows, nor shall any Unit Owner paint, add any items or structures to, cut into or modify in any way the exterior of the building, without the prior written consent of the Board of Directors. The Board of Directors shall be obligated to answer any written request by a Unit Owner for approval of a proposed structural or aesthetic addition, alteration or improvement in such Unit Owner's Unit or the Common Elements within sixty (60) days after such request, and failure to do so within the stipulated time shall constitute a consent by the Board of Directors to the proposed structural or aesthetic addition, alteration or improvement. Provided, however, no structural or aesthetic addition, alteration or improvement shall be permitted if in violation of the Condominium Instruments or if it adversely affects the safety or structural integrity of the Condominium. Approval shall not be considered a representation as to structural integrity or as to compliance with applicable laws, which are the responsibility of the requesting Owner. If any application to any governmental authority for a permit to make any such structural addition, alteration or improvement in or to any Unit requires execution by the Association, and provided consent has been given by the Board of Directors, then the application shall be executed on behalf of the Association by the Board of Directors, without, however, incurring any liability on the part of the Board of Directors or any of them to any contractor, subcontractor or materialman on account of such addition, alteration or improvement, or to any person having claim for injury to person or damage to property arising therefrom.
Section 14.4. Subdivision of Units and Relocation of Boundaries. Subject to the approval of any Mortgagee of such affected Units, the Board of Directors and any Unit Owners affected, any Unit may be subdivided or the boundaries may be relocated. The Association, at the cost of the Unit Owner, shall record any necessary amendment to the Declaration to effect such action as provided in Sections 55-79.69 or 55-79.70, as amended of the Condominium Act.
Section 10.5. Easements in Favor of Unit Owners Association.
(a) Easement for utilities. Easements are reserved to the Association, through each of the Units for benefit of any adjoining Unit and the Association as may be required for structural repair and maintenance of electrical lines and conduits, gas lines, heating, air conditioning and ventilating ducts, water lines, drain pipes and other appurtenances to such utility systems or services in order to adequately serve each of the Units.
(b) Right of Access. By acceptance of a deed of conveyance, each Unit Owner thereby grants a right of access to his Unit, as provided by Section 55-79.79(a) of the Condominium Act and as further set forth in the Declaration, to the Board of Directors, the Managing Agent, or their agent for the purpose of enabling the exercise and discharge of their respective powers and responsibilities, including, without limitation, making inspections, repairs, construction for which the Association is responsible, or for which any Unit Owner is responsible hereunder, correcting any condition originating in a Unit and threatening another Unit or the Common Elements, violating any mortgage, performing installations, alterations or repairs to the mechanical, utility or electrical services or the Common Elements in the Unit or elsewhere in the Property; provided, however, 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. Any damage caused by such entry shall be repaired at the expense of the party causing the damage.
ARTICLE 11. USE RESTRICTIONS ON UNITS AND COMMON ELEMENTS.
Section 11.1. Rules and Regulations. Each Unit and the Common Elements shall be occupied and used as follows:
(a) Additions to Units. No Unit Owner is or shall be permitted to install any type of fireplace or major electrical appliance or wiring within his Unit, without the prior written consent of the Board of Directors and without adequate proof of sufficient wiring and piping. No clothes washers are permitted within the Units in buildings in which a laundry room and appliances are provided. No Unit Owner shall install any electrical, telephone or communications wire, air conditioning unit or other machine, device or permanent improvement on the exterior of any building or Unit or upon any patio so that it protrudes through the boundaries or walls of a Unit, without the prior written approval of the Board of Directors.
(b) Antennas. No radio or television antennas or satellite dishes of any type shall be permitted on the exterior of the building or on the common elements without the prior written consent of the Board of Directors. Any object erected or installed on the Common Elements of the Condominium, which includes the roof, without the consent of the Board of Directors, in writing, is liable for the removal and disposal thereof and any damages caused to the Common Elements without notice and at the cost of the Unit Owner for whom the installation was made.
(c) Carpeting. All floors in Units above other Units, except for kitchens, bathrooms and closets, shall be fully carpeted with wall to wall carpeting and adequate padding so as to reduce noise transmission to adjoining Units.
(d)Compliance with Laws. No improper, noxious, offensive or unlawful use shall be made of the Property or any part thereof, and all valid laws, zoning ordinances and regulations of all governmental agencies having, jurisdiction thereof shall be observed. All laws, orders, rules, regulations or requirements of any governmental agency having jurisdiction thereof relating to any portion of the Property shall be complied with by and at the sole expense of the Unit Owner or the Board of Directors, whichever shall have the obligation to maintain or repair such portion of the Property, and if the latter, then the cost of such compliance shall be a Common Expense. No activity shall be carried on nor shall anything be done or permitted to remain in any Unit or Common Element which may be or become a danger, nuisance or annoyance to other Unit Owners or which may damage property.
(e) Insurance Risks. Nothing shall be done, kept or permitted in any Unit or in the Common Elements which will increase the rate of insurance for the Property or any part thereof without the prior written consent of the Board of Directors. No Unit Owner shall permit anything to be done or kept in his Unit or in the Common Elements which will result in the cancellation of insurance on the Property or any part thereof or which would be in violation of any law, regulation or administrative ruling.
(f) Keys. The Board or its agent may retain a pass key to the Units for use in emergency situations. If any Unit Owner shall alter any lock or install a new lock on any door of the Unit, the Unit Owner shall provide a new key to the Board of Directors or its agent upon request by the Board of Directors.
(g) Leasin . No Unit Owner shall lease a Unit other thann a written form of lease requiring the lessee to comply with the Condominium Instruments and Rules and Regulations, and providing that failure to comply constitutes a default under the lease. Leases shall be for a minimum of six months and only for the entire Unit. No room within a Unit shall be rented and no transient tenants shall be permitted. There shall be no time-sharing of Units within the Condominium. The Board of Directors may provide a suggested standard form lease for use by Unit Owners. Each Unit Owner of a Condominium Unit shall, promptly following the execution of any lease of a Condominium Unit, forward a conformed copy thereof to the Board of Directors. The foregoing provisions of this subparagraph shall not apply to a Mortgagee in possession of a Unit as a result of a foreclosure or other judicial sale or as a result of any proceeding in lieu of foreclosure.
(h) Obstructions. The sidewalks, entrances, passages, hallways, stairways, and all of the Common Elements must not be obstructed or encumbered or used for any purpose other than ingress and egress to and from the premises. No packages, furniture, bicycles or objects of any kind shall be left on the Common Elements which would tend to unreasonably obstruct or interfere with the proper use and passage through the Common Elements by other Unit Owners. Any personal property left in such locations shall be deemed abandoned and will be discarded.
(i) Parking. No trailers, campers, recreational vehicles, boats, trucks (3/4 ton and over) or oversized vehicles may be permanently parked on the Property without the prior written consent of the Board of Directors. No junk or inoperable vehicles shall be kept on the Common Elements. Washing, customizing or repairing vehicles of any kind shall not be permitted upon the Condominium Property. The Board shall adopt such other rules regarding parking as they may deem appropriate and shall publish such rules to the Owners prior to their effective date.
(j)Pets. No animal, other than common household pets, shall be kept or maintained in any Unit or appurtenance, and no more than two (2) common household pets shall be kept or maintained. Common household pets shall not be kept, bred, or maintained for commercial-purposes in any Unit or appurtenance. Pets shall be controlled by their owners to preclude interference with the enjoyment by others of their Units and the Common Elements. Owners shall be responsible for any damage caused by their pets or animals.
(k) Residential Use/Noise. Units shall be used only for residential use as permitted by the Zoning Ordinances of Fairfax County and the related common purposes for which the Property was designed. Incidental business use by a resident may be permitted provided that: the activity is not apparent or detactable by sight, sound or smell from-outside the Unit, there is no regular visitation by clients, customers, suppliers or other business invitees and no door-to-door solicitation of residents. Occupancy limits are as set forth in Article 6 of the Declaration. Residents shall exercise extreme care not to disturb other residents with excessive noise or the unreasonable use or radios, televisions, stereos, musical instruments or other equipment or loud noises of any type that may be heard beyond the Unit boundaries.
(l) Signs. No signs or posters of any character shall be erected, posted or displayed upon, in, from or about any Unit or Common Elements without the prior written approval of the Board of Directors. Provided, however, the following shall be permitted: Signs required by law for repair or renovation; one sign of no more than 2 x 3 feet in size shall be permitted to be displayed from one Unit window on each side of the building to advertise the Unit for sale or rent. Such signs must be removed within two days after a contract for sale or rental has been signed. Except for "Open house" signs that shall be permitted only for the duration of the open house, no signs offering Units for rent or sale shall be posted outside the Units or upon the Common Elements.
(m) Storage. The Association is not a bailee and shall not be responsible for any loss or damage to any personal property stored in the storage rooms, parked on the Common Elements or stored any where in the Condominium. No patio shall be used for storage of objects of any kind.
(n) Trash. Refuse and bagged garbage shall be deposited with care in the area provided therefor as designated by the Board of Directors. All loose trash must be securely tied in bags and placed in the dumpsters provided. Recycling laws and rules must be followed.
(o) Use of Common Elements. No Unit Owner shall obstruct any of the Common Elements nor shall any Unit Owner place or cause or permit anything to be placed on or in any of the Common Elements (except those areas designated for such storage by the Board of Directors) without the approval of the Board of Directors. Nothing shall be altered, constructed in, added to or removed from the Common Elements except upon the prior written consent of the Board of Directors. No waste will be committed on the Common Elements. Unit Owners shall notify the Board of Directors or its Agent of any need or intent to perform work on the Common or Limited Common Elements, including, without limitation, the roof.
(p) Windows. No Unit Owner shall allow anything whatsoever to hang or fall from the windows of the premises, nor shall anything be swept or thrown from a Unit onto the Common Elements. No clothing, rugs, laundry of any type shall be hung or shaken from any window, balcony or patio.
Section 11.2. Adoption of Rules. Each Unit and the Common Elements shall be occupied and used in compliance with any Rules and Regulations which may be promulgated and amended by the Board of Directors. Copies of the Rules and Regulations shall be made available to each Unit Owner. Amendments to the Rules and Regulations shall be mailed or delivered prior to the time when the same shall become effective and copies thereof shall be furnished to each Unit Owner upon request.
Section 11.3. Parking Spaces. Parking spaces may be reserved equitably as Reserved Common Elements to particular Units within the discretion of the Board of Directors or may used on a first-come first-served basis. Except as the Board of Directors may otherwise determine by resolution, all parking spaces shall be first come, first served. The cost of maintenance and repair of all parking areas shall be a Common Expense, except to the extent damage is inflicted by a Unit Owner, tenant or invitee in which case the Unit Owner shall be responsible for the cost of repair.
ARTICLE 12. MORTGAGEE RIGHTS.
Section 12.1. Notice to Board of Directors. A Unit Owner who mortgages or subjects his Unit to a deed of trust shall notify the Board of Directors or the Managing Agent of the name and address of his mortgagee and of any changes as they occur.
Section 12.2. Notice of Unpaid Assessments. The Board of Directors, whenever so requested in writing by a First Mortgagee, shall promptly report any then unpaid assessments due from, or any other default by, the Owner of the mortgaged Unit.
Section 12.3. Notice of Default. The Board of Directors may give written notice to a Unit Owner of any default by the Owner in the performance of any obligations under the Act or Condominium Instruments, and, if such default is not cured within sixty (60) days, shall promptly send a copy of such notice to each holder of a mortgage covering such Unit who requests such notice and whose name and address has been furnished to the Board of Directors. Failure by a Unit Owner to cure a default in dues, fees, or other payments due to the Association within sixty (60) days of written notice of such deficiency shall, in addition to any and all other rights and remedies, allow the Secured Party, at its option, to accelerate the payment of the indebtedness secured on the Unit.
Section 12.4. Examination of Books. Each Unit Owner and First Mortgagee shall be permitted to examine the books and records of the Association at reasonable times and upon reasonable notice on a business day or at such time and place as is mutually agreed upon.
Section 12.5. Notices of Damages, Condemnation. If requested by a First Mortgagee, the Board of Directors shall notify (i) the First Mortgagee of a Unit whenever damage to the Unit covered by the mortgage exceeds $15,000, or whenever the Unit or portion thereof is made the subject matter of any condemnation or eminent domain proceeding or is otherwise sought, to be acquired by a condemning authority; and (ii) all First Mortgagees whenever damage to the Common Elements exceeds more than ten percent of the Condominium project or whenever more than ten percent of the Common Elements is made the subject matter of any condemnation or eminent domain proceeding or is otherwise sought to be acquired by a condemning authority.
Section 12.6. Financial Statement. Each First Mortgagee shall be entitled to receive, upon request, a copy of the annual financial statement within sixty (60) days following the end of the Association's fiscal year or within ten (10) days of when such statement becomes available.
Section 12.7. Rights of Mortgagees. Unless at least Fifty-One Percent (51%) of the First Mortgagees (based upon the Common Element Interests of the Units so encumbered) have given their prior written approval, the Unit Owners Association shall not:
(a) change any Unit's Common Element Interest except to correct errors and as permitted by the Declaration;
(b) abandon, partition, subdivide, encumber, sell or transfer the Common Elements of the Condominium except as may be permitted by the Declaration. (The granting of easements for public utilities or for other public purposes consistent with the intended use of the Common Elementsshall not be deemed a transfer within the meaning of this clause);
(c) by act or omission seek to abandon or terminate condominium status of the project except as provided by statute in case of substantial loss to the Units and Common Elements of the Condominium;
(d) modify the method of determining assessments or allocating distributions of casualty insurance proceeds or condemnation awards;
(e) use the proceeds of casualty insurance for any purpose other than replacement, repair or reconstruction of the Units or Common Elements, except as permitted by the Condominium Act.
Section 12.8. Subordination and Mortgage Protection. Notwithstanding any other provisions hereof to the contrary, the lien of any assessment levied pursuant to these Bylaws upon any Unit (and any penalties, interest on assessments, late charges or the like) shall be subordinate to, and shall in no way affect the rights of the holder of a Mortgage made in good faith for value received, provided, however, that such subordination shall apply only to assessments which have become due and payable prior to a sale or transfer of such Unit pursuant to foreclosure, or any proceeding in lieu of foreclosure. Such sale or transfer shall not relieve the purchaser of the Unit at such sale from liability for any assessments thereafter becoming due, from the Unit's prorata share of any unpaid assessments nor from the lien of any such subsequent assessment, which lien shall have the same effect and be enforced in the same manner as provided above.
Section 12.9. Other Mortgagee Rights. All Mortgagees or their representatives shall be entitled to attend meetings of the Association. In addition thereto, all Mortgagees shall have the right to examine and obtain copies of the books and records of the Condominium.
ARTICLE 13. COMPLIANCE AND DEFAULT.
Section 13.1. Relief. As set forth in Section 55-79.53, Code of Virginia, as amended, each Unit Owner, occupant or visitor of a Unit shall be governed by, and shall comply with, all of the terns of the Declaration, these Bylaws, the Rules and Regulations, and any amendments. A default by a Unit Owner shall entitle the Association, acting through its Board of Directors or through the Managing Agent, to the following relief:
(a) Legal Proceedings. Failure to comply with any of the terms of the Declaration, these Bylaws and the Rules and Regulations shall be grounds for relief which may include, without limitation, an action to recover any sums due for money damages, injunctive relief, foreclosure by power of sale of the lien for payment of all assessments, any other relief provided for in these Bylaws, and any other relief afforded by law, all of which relief or any combination thereof may be sought by the Association, the Board of Directors, the Managing Agent, or, if appropriate, by an aggrieved Unit Owner.
(b) Additional Liability. Each Unit Owner shall be liable for the expense of all maintenance, repair or replacement rendered necessary by his act, neglect, failure to maintain or repair, or carelessness or that of any member of his family or employees, agents, licensees, guests, or lessees and for any damages that may be caused to the common elements or another Unit as the result of a failure of a component, appliance, equipment or personal property in his Unit, but only to the extent that such expense is not covered by the proceeds of insurance carried by the Board of Directors. Such liability shall include an increase in fire insurance rates occasioned by use, misuse, occupancy or abandonment of any Unit or its appurtenances. Nothing contained herein, however, shall be construed as modifying any waiver by an insurance company of its rights of subrogation.
(c) Costs and Attorneys' Fees. In any proceeding arising out of any alleged default by a Unit Owner, the prevailing party shall be entitled to recover the costs of the proceeding, other collection costs and reasonable attomeys' fees of not less than 25% of the amount claimed which shall constitute a lien on the Unit and the personal obligation of the Unit Owner.
(d) No Waiver of Rights. The failure of the Association or the Board of Directors to enforce any right, provision, covenant, or condition which may be granted by the Declaration, these Bylaws or the Rules and Regulations shall not constitute a waiver of the right of the Association or the Board of Directors to enforce such right, provision, covenant or condition in the future. All rights, remedies and privileges granted to the Association, the Board of Directors, or any Unit Owner pursuant to any tern,, provision, covenant or condition of the Declaration, these Bylaws, or the Rules and Regulations shall be deemed to be cumulative, and the exercise of any one or more thereof shall not be deemed to constitute an election of remedies.
(e) Interest. In the event of a default by any Unit Owner in paying any sum assessed against the Condominium Unit which continues for a period in excess of ten (10) days, interest at a rate of ten percent (10%) or at the judgment rate of interest, whichever is greater, may be imposed in the discretion of the Board of Directors on the principal amount unpaid from the date due until paid.
(f) Abatement and Enjoinment of Violations by Unit Owners. The violation of any rule or regulation adopted by the Board of Directors, or the breach of any provision of the Declaration or Bylaws shall give the Board of Directors the right, in addition to any other rights set forth in these Bylaws; (1) to enter the Unit in which, or as to which, such violation or breach exists and summarily to abate and remove, at the expense of the defaulting Unit Owner, any structure, thing or condition that may exist therein contrary to the intent and meaning of the provisions hereof, and the Board of Directors shall not be deemed guilty of trespass; (2) to enjoin, abate or remedy by appropriate legal proceedings, either at law or in equity, the continuance of any such breach; or (3) to suspend the Owner's right to use facilities, parking, services or utilities as may be permitted, and subject to such restrictions as may be imposed, by law.
(g) Other Charges. Failure by a Unit owner to comply with any of the term of the Declaration, these Bylaws and the Rules and Regulations, shall subject such Unit Owner to other charges and remedies that may be established by resolution of the Board of Directors, including, but not limited to, the imposition of rules violation charges. Any such resolution duly adopted by the Board of Directors shall be adopted in accordance with Section 55-79.80:2 of the Virginia Condominium Act, as amended.
Section 13.2. Lien for Assessments.
(a) The total annual assessment of each Unit Owner or Common Expenses or any special assessment or any other sum duly levied, including without limitation, late fees, rules violation charges, costs, interest and attorneys' fees, made pursuant to these Bylaws is hereby declared to be a lien levied against the Condominium Unit and the personal obligation of the Unit Owner as provided in Section 55-79.84 of the Condominium Act.
(b) The lien for assessments may be enforced and
foreclosed in the manner provided by the laws of the
(c) A suit to recover a money judgment for unpaid contributions may be maintained without foreclosing or waiving the lien securing the same, and a foreclosure may be maintained notwithstanding the pendency of any suit to recover a money judgment.
Section 13.3. Tenant Eviction. By occupancy of a Unit, a tenant shall be deemed to agree to comply with all terms of the Condominium Instruments and rules whether or not it is expressly stated in any lease agreement. In the event that the tenant of any Unit Owner shall breach his lease by failing to comply with any of the terms of the Declaration, these Bylaws and the Rules and Regulations, the Board of Directors may require the Unit Owner to secure the eviction of his tenant. If the Owner fails to do so after reasonable notice, the Association may do so at the Owner's expense as the Owner's agent.
ARTICLE 14. MISCELLANEOUS.
Section 14.1. Notices. All notices, demands, bill statements or other communications under these Bylaws shall be in writing and shall be deemed to have been duly given if delivered personally or if sent by regular mail, first class, prepaid.
(a) If to a Unit Owner, at the address which the Unit Owner shall designate in writing and file with the Secretary, or if no such address is designated, at the address of the Unit of such Unit Owner; or
(b) If to the Association, the Board of Directors, or the Managing Agent, at the principal office of the Managing Agent, or at such other address as shall be designated by notice in writing to the Unit Owners pursuant to this Section.
Section 14.2. Invalidity.Invalidity of any part of these Bylaws shall not impair or affect in any manner the validity; enforceability or effect of the balance of these Bylaws or any lawful intent of the provision deemed invalid.
Section 14.3. Resale by Purchaser. A seller and the Association shall furnish to the purchaser prior to contract date, the appropriate statements. The Board of Directors of the Association may charge the seller up to the maximum amount allowed by law to comply with statements pursuant to Sections 55-79.84(h) and 55-79.85, Code of Virginia, 1950, as amended. In addition, the Board of Directors may fix such other amounts as are required in complying with Section 55-79.97 of the Code of Virginia.
Section 14.4. Use of Pronouns and Headings. All pronouns used herein shall include the male, female and neuter genders and shall include the singular and plural as may be appropriate. Headings are used for convenience only and shall not be used to limit the terms expressed in the provision.
Section 14.5. References to Condominium Act. References to sections of the Virginia Condominium Act, Code of 1950, shall be to those sections as they may be amended.
ARTICLE 15. AMENDMENTS TO BYLAWS.
These Bylaws may be amended by the affirmative vote, consent or ratification of the Owners of Units representing more than sixty-six and two-thirds percent (66 2/3%) of the aggregate Common Element Interests of the Condominium.