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OF
GRANT FARM CONDOMINIUM ASSOCIATION
The name of the corporation is GRANT CONDOMINIUM ASSOCIATION (the “Corporation”).
The principal office of the corporation shall be located at Kennebunk, Maine.
The fiscal year of the corporation shall, unless otherwise decided by the Board of Directors, end December 31.
The purposes of said corporation are to act on behalf of its members collectively as their governing body with respect to the administration, maintenance, repair and replacement of certain property which will be submitted to the provisions of Maine Condominium Act, Title 33, Chapter 31, Section 1601-101 et seq. and to be known as GRANT FARM CONDOMINIUM and as such to own and acguire any real estate or interest or rights therein or appurtenances thereto and any and all personal property in connection therewith as may be incidental or necessary to such purpose.
The owner or owners of record from time to time of each unit of the Condominium, shall constitute one member of the Association, and each such member shall; have the fraction of common interest, common expenses liabilities and voting rights in the corporation that are set forth in Appendix II of the Declaration.
The membership of each unit owner shall terminate when he ceases to be a unit owner, and upon the sale, transfer or other disposition of his ownership interest in the property his membership in the corporation shall automatically be transferred to the new unit owner succeeding to such ownership interest.
Meetings of members shall be held at the property. An annual meeting of the members shall be held on the second Wednesday in December in each year, commencing with 1987, at a time to be specified in the notice of the meeting. Special meetings of the members may be called by the President, the Board of Directors or upon a petition signed by fifty (50) percent of the members. Written notice of any meeting shall be given to each member by the Secretary not less than ten (10) days nor more than thirty (30) days before the meeting by mailing it postage prepaid to the member’s mailing address or to any other mailing address designated in writing by the member. The notice shall specify the time and place of the meeting and the items on the agenda.
A quorum for any meeting shall be constituted by persons entitled to cast fifty (50) percent of the votes tor election of the executive board, attending in person or represented by proxy.
The Declarant reserves the right, until the Turnover Date, to appoint and remove officers and directors of the corporation. The Turnover Date shall be the date on which the Declarant relinguishes all rights to appoint officers and directors as set forth in section 7 paragraph H of the Declaration. The Declarant may voluntarily surrender the right to appoint officers and directors, in which event he may require, for the duration of the period of Declarant control, that specified actions of the association or Board of Directors, as described in a recorded instrument executed by the Declarant, be approved by the Declarant before they become effective. The Declarant shall give written notice to all members and all eligible holders of mortgages not less than ten (10) days nor more than thirty (30) days prior to the Turnover Date and shall call for a special Meeting of members on the Turnover Date to elect a Board of Directors.
The Board of Directors shall consist of a number, not less than three nor more than six, which shall be fixed for the ensuing year by the members at the annual meeting.
The directors, except as provided in Article III, Section 5 and Sections 7 and 8 of this Article, shall be elected at the annual meeting from among the members or spouses of members or in the case of a unit owner which is a corporation, partnership, trust or estate, a designated agent thereof. At the first Annual Meeting of members, the term of office of one (1) director shall be fixed at three (3) years; the term of office of one (1) director shall be fixed at two (2) years; and the term of office of the remaining director shall be fixed at one (1) year. At the expiration of the initial term of office of each respective director, his successor shall be elected to serve a term of three (3) years. The directors shallhold office until their successors have been elected. If the number of directors shall be increased, the terms of such additional directors shall be fixed so that the terms of at least one-third (1/3) of the persons on the Board shall expire annually.
The business of the corporation shall be managed by the Board of Directors which shall have and may exercise all the powers of the corporation, except those powers reserved to the members by the Act or by these By-laws. The Board shall have the power to engage a managing agent for the property and to fix the term, compensation and authority of the manager or managing agent. Notwithstanding the foregoing, the Board shall have no authority to approve any capital expendi- ture in excess of $1,000 nor to authorize the corporation to enter into any contract for a term of more than three (3) years except with the approval in writing of a majority of the members. Capital Expenditures greater than $10,000 shall require approval in writing of three-fourths of the members.
Meetings of the Board of Directors may be held at any time and place upon call by the President or a majority of the Directors, reasonable notice thereof being given to each Director. Notice that a meeting has been called may be given by the President, Secretary or Assistant Secretary, or by one of the Directors. Notice of any meeting of the Board of Directors may be waived in writing signed by the person or persons entitled to such notice, whether before or after the time of such meeting, and shall be equivalent to the giving of such notice. Attendance of a Director at such meeting shall constitute a waiver of notice thereof, except where a Director attends a meeting for the express purpose of objecting to the transaction of any business because such meeting is not lawfully convened. Neither the business to be transacted at, nor the purpose of any meeting of the Board of Directors need be specified in the notice, or waiver of notice, of such meeting.
Amajority of the directors then in office shall constitute a quorum. A majority of less than a quorum may, from time to time, postpone to a new time or place any meeting and the adjourned meeting may be held without further notice. If a quorum exists, a majority of the directors present may take any action, except the removal of a director for cause which shall require a majority vote of all directors then in office.
Any action required or permitted to be taken at any meeting of the Board of Directors may be taken without a meeting if a written consent thereto is signed by all the directors. The Secretary shall file such written consent with the records of the meetings of the Board of Directors. Such consent shall be treated as a vote of the Board of Directors for all purposes.
A vacancy in the Board of Directors. shall be filled by the members by the election of a successor to hold office for the unexpired term of the director whose place is vacant and until his successor is elected.
A director may be removed from office by a vote of seventy-five (75) percent of the members present and entitled to vote in the election of directors. A director may be removed for cause by a majority vote of all directors then in office.
Directors shall not receive compensation for their services except as provided by resolution of a majority of the members of the corporation. Directors shall be reimbursed for any out of pocket expenses incurred which are reasonable and necessary in performing their duties on behalf of the corporation.
The Board of Directors may delegate to a managing agent all of the powers of the Board, except the responsibility of preparing the annual budget and any supplemental budgets and any powers requiring approval of any specitied percentage of members.
The officers of the corporation shall consist of a President, a Treasurer, Secretary/Clerk and such other officers as the Board of Directors may elect. The President and Treasurer shall be members, or spouses of members, or in the case of a unit owner which is a corporation, partnership, trust or estate, a designated agent thereof. The Secretary/Clerk need not be a member, but shall be a resident of Maine.
All officers shall be elected by the Board of Directors at its first meeting following the annual meeting of the members and shall hold office until the first meeting of the Board of Directors following the next annual meeting of members and until their successors are elected.
The President shall be a Director and shall be the chief executive officer of the corporation. The President shall have general supervision and control of the business of the corporation subject to the direction of the Board of Directors and shall also have such other powers and duties as the Board of Directors may decide. The President shall preside at all meetings of the members and at all meetings of the Board of Directors. If the President is absent trom any meeting of themembers of Board of Directors, the Treasurer shall preside at such meeting. The President shall prepare, execute, certify and record amendments to the Declaration on behalf of the Association.
The Treasurer shall have, subject to the direction of the Board of Directors, general charge of the financial affairs of the corporation and shall keep full and accurate records thereof, which shall always be open to the inspection of any member or holder of a first mortgage on a unit. He shall render to the President and Directors, at the regular meetings of the Board of Directors, or whenever they may require it, a statement of the accounts of his transactions as Treasurer and of the financial condition of the corporation.
The Secretary shall record the proceedings of all meetings of the members and of the Board of Directors in books kept for that purpose. Record books of members’ meetings shall be open at all reasonable times to the inspection of any member or holder of a first mortgage on a unit. The Secretary shall also keep the membership transfer books of the corporation. He shall notify the members and the directors of all meetings in accordance with the By-laws. If the Secretary is absent from any meeting of the members or the Board of Directors, a Temporary Secretary shall be chosen to exercise the duties of the Secretary at such meeting.
A vacancy in any office may be filled by the Board of Ditectors by the election of a successor to hold office for the unexpired term of the officer whose place is vacant and until his successor is chosen and qualified.
All officers may be removed from their respective offices by the Board of Directors.
Any officer may at any time resign his office by a resignation in writing delivered to the corporation at its principal office or to the President or Secretary. Such resignation shall be effective upon receipt, and acceptance thereof shall not be necessary to make it effective unless it so states.
The officers shall receive no compensation for their services unless expressly provided for in a resolution adopted by the majority of the members of the corporation. The officers shall be reimbursed for out of pocket expenses incurred which are reasonable and necessary in performing their duties on behalf of the corporation.
The Board of Directors shall cause to be prepared, an estimated annual budget for each fiscal year of the corporation. Such budget shall take into account the estimated common expenses and cash requirements for the year, including salaries, wages, paycoll taxes, supplies, materials, parts, services, maintenance, repairs. replacements, landscaping, insurance, fuel, snow removal and other common expenses (as distinguished from individual mortgage payments, real estate taxes and individual telephone, electricity and other individual utility expenses billed or charged to the separate members on an individual or separate basis rather than a common basis). The Board shall establish and maintain an adequate reserve fund for the periodic maintenance, repair and replacement of improvements to the common areas and limited cominon areas. The reserve fund shall be included in the budget and maintained out of regular assessments for common expenses. To the extent that the assessments and other cash income collected during the preceding year shall be more or less than the expenditures for such preceding year, the surplus or deficit, as the case may be, shall also be taken into account.
The estimated annual budget for each fiscal year shall be approved by the Board of Directors, and copies thereof shall be furnished to each member and eligible mortgage holder within thirty (30) days of adoption, and in any event not later than 90 days after the beginning of such year. The Board shall set a date for a meeting of the members to consider ratification of the budget not less than fourteen (14) nor more than thirty (30) days after mailing of the budget. Notice of said meeting shall accompany the budget. Unless at that meeting a majority of all unit owners reject the budget, the budget is ratified, whether or not a quorum is present. In the event the proposed budget is rejected, the periodic budget last ratified by the members shall be continued until such timeas the members ratify a subsequent budget proposed by the Board of Directors. On or before the first day of the first month and of each succeeding month of the year covered by the annual budget, each member shall pay, as his respective monthly assessment for the common expenses, one-twelfth (1/12) of his proportionate share of the common expenses for such year as shown by the annual budget. Such proportionate share for each member shall be in accordance with his respective ownership interest in the common areas and facilities. No member shall be relieved of his obligation to pay his assessments for common expenses by abandoning or not using his unit or the common areas and facilities.
Within ninety(90) days after the end of each year covered by an annual budget, or as soon thereafter as shall be practicable, the Treasurer shall cause to be furnished to each member a statement for such year so ended, showing the receipts and expenditures and such other information as he may deem desirable.
The Treasurer shall cause to be kept a separate account for each member showing the respective assessments charged to and paid by such member, and the status of his account from time to time.
In the event that during the course of any year, it shall appear to the Treasurer that the monthly assessments, determined in accordance with the estimated annual budget for such year, are insufficient or inadequate to cover the estimated common expenses for the remainder of such year, then the Board of Directors shall prepare and approve a supplemental budget covering the estimated deficiency for the remainder of such year, and shall cause the same to be presented to the members for ratification in the same manner as the budget. Upon ratification of the supplemental budget, a supplemental assessment shall be made to each member for his proportionate share of such supplemental budget.
It shall be the duty of every member to pay his proportionate share of the common expenses, in the same ratio as his percentage of ownership in the common areas and facilities. If any member shall fail or refuse to make any such payment of the common expenses when due, the amount thereof together with interest at the rate established by the Association, costs and reasonable attorney’s fees shall constitute a lien on such unit. The corporation shall have the authority and responsibility to exercise and enforce any and all rights and remedies as provided for in Maine Revised Statutes, Title 33; Chapter 31, the Declaration and these By-Laws, or otherwise available at law or in equity for the collection of all unpaid assessments.
The President and/or Treasurer, subject to Board direction, shall have the authority to enter into contracts on behalf of the corporation for work and expenses provided in the budget and to make payment therefor from the funds of the corporation.
A member may not exempt himself from liability for his shares of common expenses subsequently to be assessed by a conveyance of his unit to the corporation, except by approval of all of the other members and their first mortgagees.
The Corporation is required to make available to unit owners, lenders and the holders, insurers and guarantors of the first mortgage on any unit current copies of the Declaration, By-Laws and other rules governing the condominium and other books, records and financial statements of the Association. In addition thereto, the Association shall also make available to prospective purchasers current copies of the Declaration, By-Laws, other rules governing the condominium, and the most recent annual audited financial statement, if such is prepared. The Corporation may impose a reasonable charge for copies.
These By-Laws may be amended or modified from time to time by action or approval of sixty-seven (67) percent of the members, except that no amendment may violate the provisions of Maine Revised Statutes, Title 33, Chapter 31.
The Declaration may be amended in accordance with the terms thereof. The President and/or Treasurer of the corporation shall execute a certificate setting forth the text of the amendment, which certificate shall be attested by the Secretary/Clerk and recorded in, the York County Registry of Deeds. Following the recordation of four certificates of amendment, the next amendment shall be evidenced by recordation of a complete revised Declaration executed in the same manner as a certificate of amendment.