Chappelle Villas Condominium C By-Laws

 

The original Chappelle C documents were dated June 3, 1982. They were replaced with those restated on June 1, 1984.

Chappelle Villas Condominium C is made up of 24 units, in 2 buildings. The first or ‘west’ building consists of 136, 138, 140, 142, 144, and 146 Charter Oaks Drive. The second or ‘east’ building consists of 10, 12, 14, 16, 18, and 20 Bristol Drive.

The Chappelle Villas Condominium C By-Laws appears on pages 144 – 180 of the new Chappelle Villas Condominium C Blue Book. The By-Laws along with the Declaration define how the Chappelle C Condominium is to be organized and run.

Note: this section applies only to the Chappelle C Condominiums, i.e. the “buildings”. For information about the Association (“grounds”, please go to the Association Declaration and the Association By-Laws.

Table of Contents

Article I
Plan of Unit Ownership

1.01 Unit Ownership. The land described in Schedule A of the Declaration recorded or to be recorded in the Office of the Clerk of Erie County, New York, and the appurtenances thereof, including the buildings and other improvements constructed on said land, (hereinafter collectively called the “Property”) has been or prior to conveyance of the first Unit shall be submitted by Chappelle Villas, Inc. (hereinafter referred to as the “Sponsor”) to the provisions of Article 9-B of the Real Property Law of the State of New York by the Declaration and shall be known as the “Chappelle Villas Condominium C” (hereinafter called the “Condominium”)

1.02 Applicability of By-Laws. The provisions of these By-Laws are applicable to the Property of the Condominium and to the use and occupancy thereof. The term “Property” as used herein shall include the land and all improvements thereon (including the apartment dwelling units and the garage units, hereinafter referred to as the “Units”, and the common elements), owned in fee simple absolute, and all easements, rights and appurtenances belonging thereto, and all other property, personal or mixed, intended for use in connection therewith, all of which are intended to be submitted to” the provisions of said Article 9-B of .the Real Property Law of the State of New York. The term “Building” as hereinafter used shall be defined as the exterior walls and roof of a number of Units all of which are constructed under a continuous roof or the entire interior and exterior of any building or structure which shall form a portion of the Property but which does not contain any of the Units.

1.03 Personal Application. All present and future owners (hereinafter referred to as “Unit Owners”) mortgagees, lessees and occupants of Units and their employees, and any other persons who may use the facilities of the Property in any manner are subject to these By-Laws, the Declaration and the Rules and Regulations.

The acceptance of a deed or conveyance or the entering into of a lease or the act of occupancy of a Unit shall constitute an agreement that these By-Laws, the Rules and Regulations and the provisions of the Declaration, as they may be amended from time to time, are accepted, ratified and will be complied with.

Article II
Unit Owners – Voting Rights and Meetings

2.01 Voting. Each Owner of a Unit (including the Sponsor and the Board of Managers if the Sponsor or the Board of Managers shall then own or hold title to one or more Units) shall be entitled to vote at all meetings of Unit Owners for each Unit owned by such Unit Owner, but the Board of Managers shall not cast any of its votes for the election of any member to the Board. The vote of each Unit shall be weighted to correspond to the percentage interest in the common elements of the Unit owned. If a Unit is owned by more than one person, as joint tenants, tenants by the entirety or as tenants in common, the persons owning such Unit shall reach agreement as to the matter voted upon and cast their vote for their Unit. A fiduciary shall be the voting member with respect to any Unit owned in a fiduciary capacity. Notwithstanding anything to the contrary which may be contained in these By-Laws or in the Declaration, if a mortgage lender whose name appears on the records of the Condominium (i) holds a mortgage on a Unit which by its terms prohibits the mortgagor from voting contrary to the interest of the mortgagee, and (ii) notifies the Board of Managers prior to the date or initial date of canvass on the vote to be taken of its position on the matter being voted upon, a vote of the Unit Owner contrary to the position of such mortgage lender shall not be counted in such canvass.

2.02 Right to Vote. At any meeting of the Unit Owners, every Unit Owner having the right to vote shall be entitled to vote in person or by proxy. Such proxy shall only be valid for such meeting or, subsequent adjourned meetings thereof.

2.03 Proxies. All proxies shall be in writing and shall be filed with the Secretary prior to the meeting at which the same are to be used. A notation of such proxies shall be made in the minutes of the meeting.

2.04 Annual Meetings; First Election of Board of “Managers. The Sponsor will have control of the Board of Managers for two (2) years from the date of the closing of title to the first Unit or until the transfer of title; to Units having a 50% interest in the common elements (other than to a Sponsor), whichever shall first occur. Within 30 days after the transfer of title to Units having a 50% interest in the common elements or two (2) years from the date of recording of the Condominium Declaration, whichever first occurs, the Sponsor shall notify all Unit Owners that the first meeting shall be held within thirty (30) days thereafter. At such meeting all Unit Owners, including the Sponsor, shall, subject to Sponsor’s right to elect one (1) member as provided below, elect a new three (3) member Board. Notwithstanding any contrary provision of these By-Laws, the Declaration and/or the Plan of Condominium Ownership, so long as the Sponsor of the Condominium shall continue to own Units having a 10% or more interest in the common elements, the Sponsor shall have the right to elect one (1) of the three (3) members of the Board of Managers. When the Sponsor no longer owns Units having a 10% or more interest in the common elements, it shall have no further right to elect any members of the Board of Managers but may cast its votes with respect to the Units which its owns. Members of the Board of Managers elected by the Sponsor shall serve for a term of one year. All other members of the Board of Managers shall be elected by the Unit Owners and shall serve for the terms prescribed by these By-Laws. Annual meetings of the Unit Owners shall be held on the third Wednesday of November of each succeeding year at 7:30 P.M. or on such other date and such other time and at such place convenient to the Unit Owners as shall be designated by the Board of Managers. At such meetings the Board of Managers shall be elected by ballot of the Unit Owners in accordance with the requirements of Section 3.04 of these By-Laws. The Unit Owners may transact such other business at such meeting as may properly come before them.

2.05 Place of Meetings. Meetings of the Unit Owners shall be held at a suitable place convenient to the Unit Owners as may be designated by the Board of Managers.

2.06 Special Meetings. It shall be the duty of the President to call a special meeting of the Unit Owners if so directed by resolution of the Board of Managers or upon a petition signed and presented to the Secretary by not less than 40% of the number of all Units Owners or 50% of the number of all residential Unit Owners or 60% of the number of all Garage Unit Owners. The notice of any special meeting shall state the time and place of such meeting and purpose thereof. No business shall be transacted at a special meeting except as stated in the notice.

2.07 Notice of Meetings. It shall be the duty of the Secretary to mail a notice of each annual or special meeting of the Unit Owners at least ten (10) but not more than twenty (20) days prior to such meeting, stating the purpose thereof as well as the time and place where it is to be held, to each Unit Owner ‘of record, at the Building in which his Unit is located or at such other address as such Unit Owner shall have designated by notice in writing to the Secretary, and to all mortgagees of a Unit who have requested the same. If the purpose of any meeting shall be to act upon a proposed amendment to the Declaration or to these By-Laws, the notice of meeting shall be mailed at least thirty (30) days and not more than fifty (50) days prior to such meeting. The mailing of a notice of meeting in the manner provided in this Section shall be considered service of notice.

2.08 Waiver and Consent. Whenever the vote of the Unit Owners at a meeting is required or permitted by any provision of the Declaration, statutes or of these By-Laws to be taken in connection with any action of the Condominium, the meeting and vote of Unit Owners may be dispensed with if all Unit Owners who would have been entitled to vote upon the action if such meeting were held, shall consent in writing to such action being taken.

2.09 Quorum. Except as otherwise provided in these By-Laws, the presence in person or by proxy of Unit Owners owning Units having 40% of the total interest in the common elements of the Condominium shall constitute a quorum at all meetings of the Unit Owners. If any meeting of Unit Owners cannot be held because a quorum has not attended, Unit Owners owning Units having a majority in common interest who are present at such meeting, either in person or by proxy, may, without notice other than announcement to those physically present, adjourn the meeting to a time not less than forty-eight (48) hours from the time the original meeting was called, and from time to time thereafter, until a quorum shall be present or represented. The quorum required for each reconvened meeting shall be one-half of the quorum required for the previous meeting.

2.10 Majority Vote. The vote of a majority of Unit Owners at a meeting at which a quorum shall be present shall be binding upon all Unit Owners for all purposes except where in the Declaration or these By-Laws or by law, a higher percentage vote is required. The term “majority of Unit Owners” shall mean those Unit Owners having more than 50% of the total authorized votes of all Unit Owners present in person or by proxy and voting at any meeting of the Unit Owners, determined in accordance with the provisions of Section 2.01 of these By-Laws.

2.11 Inspectors of Election. The Board of Managers in advance of any meeting of Unit Owners, may appoint two (2) or more persons, who need not be Unit Owners, to act as inspectors of election at such meeting or any adjournment thereof. If inspectors of election are not so appointed prior to the meeting, the person presiding at such meeting may, and on the request of any Unit Owner, entitled to vote thereat shall, appoint two (2) or more inspectors of election. In case any person appointed fails to appear or act, the vacancy may be filled in advance of the meeting by the Board of Managers or at the meeting by the person presiding thereat.

The inspectors of election shall (1) determine the Unit Owners entitled to vote at the meeting; (2) determine the existence of a quorum and the validity and effect of proxies; (3) receive ballots or determine votes or consents; (4) hear and determine any challenges or questions arising in connection with any Unit Owner’s right to vote; (5) count and tabulate all votes, ballots or consents and determine the result thereof, and (6) do such other acts as may be proper to conduct an election or vote with fairness to all Unit Owners.

2.12 Order of Business at Meetings. The order of business at all meetings of the Unit Owners shall be as follows:

(a) Roll call.

(b) Proof of notice of meetings.

(c) Reading of minutes of preceding meeting.

(d) Reports of officers.

(e) Report of Board of Managers.

(f) Reports of committees.

(g) Election of inspectors of election (when so required).

(h) Election of members of the Board :of, Managers (when so required).

(i) Unfinished business.

(j) New business.

Article III
Board of Managers

3.01 Number and Qualification. The affairs of the Condominium shall be governed by a Board of Managers. The Board of Managers shall initially consist of three (3) persons designated by the Sponsor. Within 30 days after the initial transfer of title to Units having a 25% interest in the common elements of the Condominium or one (1) year from the date of recording of the Condominium Declaration, whichever first occurs, a fourth member shall be elected by Unit Owners other than the Sponsor. Successors to these designees shall be elected by the Unit Owners at the first meeting of Unit Owners held pursuant to Section 2.04 of these By-Laws. Commencing with the election at such meeting the Board of Managers shall be composed of three (3) persons, all of whom shall be Owners or spouses of Owners or mortgagees of Units or, in the case of partnership owners or mortgagees, shall be members or employees of such partnership or, in the case of corporate Owners or mortgagees, shall be officers, directors, shareholders, employees or agents of such corporations or mortgagees or, in the case of fiduciary Owners, shall be the fiduciaries or officers, agents or employees of such fiduciaries or, in the case of the Sponsor, shall be designees of the Sponsor.

3.02 Powers and Duties. The Board of Managers shall have the powers and duties necessary for the administration of the affairs of the Condominium and may do all such acts and things except as by law or by the Declaration or by these By-Laws may not be delegated to the Board of Managers by the Unit Owners. Such powers and duties of the Board of .Managers shall include, but shall not be limited to, the following:

a. Determination and levying of annual assessments (“common charges”) payable in monthly installments to cover the cost of common expenses required for the affairs of the Condominium, including without limitation, the operation and maintenance of the Property. The Board of Managers may increase the annual assessments or vote a special assessment in excess of that amount, if required, to meet any additional necessary expenses, but said increases can only be assessed among the Unit Owners pro rata according to their respective common interest.

b. Collection, use and expending the assessments collected to maintain, care for and preserve the Units, Building and common elements, except for such portion of the common elements as is the responsibility of the Charter Communities Association, Inc.

c. Operation, care, upkeep and maintenance of the common elements, except such portion of the common elements as is the responsibility of the Charter Communities Association, Inc.

d. Making of repairs, additions and improvements to or alterations of the Property and making of repairs to and restoration of the Property in accordance with the other provisions of these By-Laws after damage or destruction by fire or other casualty, or as a result of condemnation or eminent domain proceedings.

e. Entering into and upon the Units when necessary and at as little inconvenience to the Unit Owners as possible in connection with the maintenance, care and preservation of the Property.

f. Purchasing or leasing or otherwise acquiring in the name of the Board of Managers, or its designee, corporate or otherwise, on behalf of all Unit Owners, Units offered for sale or lease or surrendered by their Owners to the Board of Managers.

g. Obtaining and maintaining insurance for the Property, including the Units, pursuant to the provisions of Section 8.01 hereof.

h. Purchasing of Units at foreclosure or other judicial sales in the name of the Board of Managers, or its designee, corporate or otherwise, on behalf of all Unit Owners.

i. Selling, leasing, mortgaging, repairing, maintaining, voting the votes appurtenant to (other than the election of members of the Board of Managers), or otherwise dealing with Units acquired by, and subleasing Units leased by the Board of Managers or its designee, corporate or otherwise, on behalf of all Unit Owners.

j. Organizing corporations to act as designees of the Board of Managers in acquiring title to or leasing of Units on behalf of all Unit Owners.

k. Leasing of portions of the common elements, or portions thereof, and granting of licenses for vending machines

l. Bringing and defending actions by or against more than one Unit Owner and pertinent to the operation of the Condominium.

m. Borrowing money on behalf of the Condominium when required in connection with the operation, care, upkeep and maintenance of the common elements, provided, however that (i) the consent of at least 66 2/3% in number and in common interest of all Unit Owners, obtained at a meeting duly called and held for such purpose in accordance with the provisions of these By-Laws, shall be required for the borrowing of any sum in excess of 25% of the amount of the then current annual budget of the Condominium and (ii) no lien to secure repayment of any sum borrowed may be created on any Unit or its appurtenant interest in the common elements without the consent of the Unit Owner.

n. Adoption and amendment of reasonable rules and regulations covering the details of operation and use of the Property. Such rules and regulations and amendments shall be binding upon the Unit Owner when the Board has approved them in writing. A copy of such rules and all amendments shall be delivered to each Unit. Initial rules and regulations which shall be effective until amended by the Board of Managers, are annexed hereto and made a part hereof.

If any sum borrowed by the Board of Managers on behalf of the Condominium pursuant to the authority contained in this paragraph (m) is not repaid by the Board, a Unit Owner who pays to the creditor such proportion thereof as his interest in the common elements bears to the interest of all the Unit Owners in the common elements shall be entitled to obtain from the creditor a release of any judgment or other lien which said creditor shall have filed or shall have the right to file against the Unit Owner’s Unit.

o. Collection of delinquent assessments by suit or otherwise, abatement of nuisances and the enjoyment and/or seeking of damages from the Unit Owners for violations of the rules and regulations referred to herein.

p. Employing and terminating the employment of employees and independent contractors, purchasing supplies and equipment, entering into contracts and generally having the powers of manager in connection with the matters hereinabove set forth.

q. Establishing of reserves for the repair and replacement of the common elements. The amount of such reserves shall be as the Board of Managers deems to be appropriate and shall be sufficient to meet the reasonable requirements of existing or proposed lenders, holders and insurers of first mortgages on the Units.

r. Complying with any change in New York law as it may affect the Condominium.s. Assigning, in its discretion, the use of storage areas and mailboxes to the Unit Owners and, as it deems appropriate or necessary, but subject to assignment by the Charter Communities Association, Inc., the use of parking spaces among the owners of dwelling units in the Chappelle Villas area.

Notwithstanding anything to the contrary contained in these By-Laws, so long as the Sponsor shall continue to own Units having an aggregate interest in the common elements of 25% or more, but in no event later than two (2) years from the date of the recording of the Declaration, the Board of Managers may not, without the Sponsor’s prior written consent, (i) except for necessary repairs or any work required by law or by any government agency or Board of Fire Underwriters make any addition, alteration or improvement to the common elements or to any Unit owned by the Condominium, or (ii) assess any common charges for the creation of, addition to or replacement of all or part of a reserve, contingency or surplus fund in excess of an amount equal to the proportion to the then existing budget which the amount, of reserves in the initial budget of estimated expenses bears to the total amount of such initial budget of estimated expenses, or (iii) borrow money on behalf of the Condominium, or (iv) reduce the quantity or quality of services or maintenance of the Property.

3.03 Committees Acting on Behalf of Board of Managers. Except as limited by this Section 3.03, the Board of Managers may, by resolution or resolutions, passed by a majority of the whole Board, designate one or more committees, each of such committee to consist of at least three (3) Unit Owners, at least one of whom shall be a member of the Board of Managers, which to the extent provided in said resolution or resolutions, shall have and may exercise the powers of the Board of Managers in the management of the business and affairs of the Condominium and may have power to sign all papers which may be required, provided the said resolution or resolutions, shall specifically so provide. However, no such committee shall have or be given the power to (a) determine the common charges and expenses required for the affairs of the Condominium, (b) determine the common charges payable by the Unit Owners to meet the common charges and expenses of the Condominium, or (c) adopt or amend the rules and regulations covering the details of the operation and use of the Property. Such committee or committees shall have such name or names as may be determined from time to time by resolution of the Board of Managers. Committees established by resolution of the Board of Managers shall keep regular minutes of their proceedings and shall report the same to the Board as required.

3.04 Nomination, Election and Term of Office. Nominations for election to the Board of Managers shall be made by a Nominating Committee which shall be appointed by the Board of Managers. Nominations may also be made from the floor at the annual meeting of the Condominium Unit Owners. The Nominating Committee shall make as many nominations for election to the Board of Directors as it shall, in its sole discretion, determine, but riot less than the number of vacancies as are to be filled as provided below.

At the first meeting of the Unit Owners the term of office of two members of the Board of Managers shall be fixed at two (2) years, and the term of office of one (1) member of the Board of Managers shall be fixed at one (1) year. At the expiration of the initial term of office of each respective member of the Board of Managers, a successor shall be elected to serve for a term of two (2) years. The members of the Board of Managers shall hold office until their respective successors shall have been elected by the Unit Owners.

3.05 Removal of Members of the Board of Managers. At any regular or special meeting of Unit Owners, any one or more of the members of the Board of Managers elected by the Unit Owners may be removed with or without cause by majority vote of the Unit Owners other than the Sponsor and a successor may then and there or thereafter be elected to fill the vacancy thus created. Any member of the Board of Managers whose removal has been proposed by the Unit Owners shall be given an opportunity to be heard at the meeting. Members of the Board of Managers elected or appointed by the Sponsor may be removed with or without cause only by the Sponsor, and then or thereafter replaced by the Sponsor.

3.06 Resignation of Members of the Board of Managers. A member of the Board of Managers may resign at any time by giving written notice to the Board, or to the President or Secretary of ‘the Condominium. Unless otherwise specified in the letter of resignation, the resignation shall take effect immediately upon receipt thereof by the Board, President or Secretary as the case may be, and acceptance of the resignation shall not be necessary to make it effective.

3.07 Vacancies. Vacancies in the Board of Managers caused by any reason other than the removal of a member thereof by a vote of the Unit Owners, shall be filled by vote of a majority of the remaining, members at a special meeting of the Board of Managers held for that purpose promptly after the occurrence of any such vacancy, even though the members present at such meeting may constitute less than a quorums and each person so elected shall be a member of the Board of Managers until the next annual meeting of the Unit Owners or until a successor is elected. If the vacancy occurs with respect to any member of the Board of Managers designated or elected by the Sponsor pursuant to these By-Laws, the Sponsor shall have the sole right to choose the successor to fill the unexpired portion of the term of such Manager. If the vacancy occurs with respect to any member of the Board of Managers elected by Unit Owners other than the Sponsor pursuant to Section 3.01 above, the Unit Owners other than the Sponsor shall have the sole right to elect the successor to fill the unexpired portion of the term of such Manager.

3.08 Meetings. Organizational, regular and special meetings of the Board of Managers shall be held as follows:

a. Organizational Meeting. The first meeting of each Board newly elected by the Unit Owners shall be held immediately upon adjournment of the meeting at which they were elected, provided a quorum shall then be present, or as soon thereafter at such date, time and place, as may be practicable.

b. Regular Meetings. Regular meetings of the Board of Managers may be held at such time and place as shall be determined from time to time by a majority of the members of the Board of Managers, but at least four (4) such meetings shall be held during each fiscal year. Notice of regular meetings of the Board of Managers shall be given to each member of the Board of Managers personally, by mail or by telegram, at least two (2) days prior to the day set for such meeting.

c. Special Meetings. Special meetings of the Board may be called by the President on two (2) days notice to each manager either personally or by mail or telegram, which notice shall state the time, place and purpose of the meeting. Special meetings shall be called by the President or Secretary in a like manner and on like notice on the written request of at least two (2) managers.

Any member of the Board of Managers may at any time waive notice of any meeting of the Board of Managers in writing, and such waiver shall be deemed equivalent to the giving of such notice. Attendance by a member of the Board of Managers at any meeting of the board shall constitute a waiver of notice by him of the time and place thereof. If all the members of the Board of Managers are present at any meeting of the Board, no notice shall be required and any business may be transacted at such meeting.

3.09 Quorum of Board of Managers. At all meetings of the Board of Managers, a majority of the members thereof shall constitute a quorum for the transaction of business, and, except as may be otherwise specifically provided by statute or by the Declaration or by these By-Laws, the votes of a majority of the members of the Board of Managers present at a meeting at which a quorum is present shall constitute the decision of the Board of Managers. If at any meeting of the Board of Managers there shall be less than a quorum present, a majority of those present may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present. At any such adjourned meeting at which a quorum is present, any business which might have been transacted at the meeting originally called may be transacted without further notice.

3.10 Fidelity Bonds. The Board of Managers shall obtain adequate fidelity bonds for all officers and employees of the Condominium and of the managing agent handling or responsible for the Condominium funds. The premiums on such bonds shall constitute a common expense. Such bonds shall be in an amount not less than 25% of the Condominium’s annual budget including reserves and in no event less than the amount of funds, including reserves, owned by or under control of the Condominium, shall name the Condominium as obligee and shall provide that they may not be cancelled or substantially modified without at least 15 days prior written notice to all mortgagees who request same in writing to the insurer. Notwithstanding the limitation set forth herein, the Board of Managers shall, upon the request of any Unit Owner, Unit mortgagee or prospective Unit Owner or mortgagee, increase the amount of such bond to meet the reasonable requirements of existing or proposed lenders, holders or insurers of a first mortgage on any Unit.

3.11 No Compensation. No member of the Board of Managers shall receive any compensation from the Condominium for acting as such.

3.12 Liability of the Board of Managers. The members of the Board of Managers shall not be liable to the Unit Owners for any mistake of judgment, negligence, or otherwise, except for their own individual willful misconduct or bad faith. The Unit Owners shall indemnify and hold harmless each of the members of the Board of Managers against all contractual liability to others arising out of contracts made by the Board of Managers on behalf of the Condominium unless any such contract shall have been made in bad faith or contrary to the provisions of the Declaration or of these By-Laws. It is intended that the members of the Board of Managers shall have no personal liability with respect to any contract made by them on behalf of the Condominium. It is also intended that the liability of any Unit Owner arising out of any contract made by the Board of Managers or out of the aforesaid indemnity in favor of the members of the Board of Managers shall be limited to such proportion of the total liability thereunder as his interest in the common element bears to the interests of all the Unit Owners in the common elements. Every agreement made by the Board of Managers or by the managing agent or the manager, on behalf of the Condominium, .shall provide that the members of the Board of Managers, or the managing agent, or the manager as the case may be, are acting only as agents for the Unit Owners and shall have no personal liability thereunder (except as Unit Owners), and that each Unit Owner’s liability thereunder shall be limited to such proportion of the total liability thereunder as his interest in the common elements bears to the interest of all Unit Owners in the common elements.

3.13 Managing Agent and Manager. The Board of Managers may employ for the Condominium a managing agent and/or a manager at a compensation established by the Board of Managers, to perform such duties and services as the Board of Managers shall authorize , including but not limited to the duties listed in subdivision (b), (c), (d), (e) and (k) of Section 3.02 of these By-Laws. The Board of Managers may delegate to the manager or managing agent all of the powers granted to the Board of Managers by these By-Laws other than the powers set forth in subdivisions (f), (g), (h), (i), (j), (l), (m), (n) and (s) of Section 3.02 of these By-Laws.

Any decision to discontinue such independent and professional management and establish self-management for those duties and services previously delegated to said managing agent and/or manager shall require the prior written consent of 66 2/3% of all Unit Owners voting in person or by proxy at a meeting duly called for such purpose, written notice of which shall be sent to all Unit Owners at least 40 days in advance and shall set forth the purpose of said meeting. No such decision shall be made if lending institutions which together are first mortgagees of 33-1/3% or more of the Units advise the Condominium in writing prior to the date set for voting on the proposed change that they are opposed to such change, which opposition shall not be unreasonable. Written notice of any such proposed change to self-management shall be sent to all lending institution first mortgagees of Units whose names appear on the records of the Condominium at least 40 days prior to said meeting.

Article IV
Officers

4.01 Designation. The principal officers of the Condominium shall be the President, the Vice President, the Secretary and the Treasurer, all of whom shall be elected by the Board of Managers. The Board of Managers may appoint an assistant treasurer, and assistant secretary, and such other officers as in its judgment may be necessary. The President, but no other officer, must be a member of the Board of Managers.

4.02 Election and Appointment of Officers. The elective officers of the Condominium shall be elected annually by the Board of Managers at the organizational meeting of each new Board of Managers and shall hold office at the pleasure of the Board of Managers. Appointive officers shall be appointed at such time and shall hold their office for such terms as the Board of Managers shall determine from time to time.

4.03 Removal of Officers. Upon the affirmative vote of a majority of the members of the Board of Managers, any officer may be removed, either with or without cause, and a successor to such office may be elected at any regular meeting of the Board of Managers, or at any special meeting of the Board of Managers called for such purpose.

4.04 President. The President shall (i) be the chief executive officer of the Condominium, (ii) preside at all meetings of the Unit Owners and of the Board of Managers and (iii) have all of the general powers and duties which are incident to the office of president of a stock corporation organized under the Business Corporation Law of the State of New York, including but not limited to the power to appoint committees from among the Unit Owners from time to time as the President may in his or her discretion decide is appropriate to assist in the conduct of the affairs of the Condominium.

4.05 Vice President. The Vice President shall take the place of the President and perform the duties of the President whenever the President shall be absent or unable to act. If neither the President nor the Vice President is able to act, the Board of Managers shall appoint some other member of the Board of Managers to act in the place of the President on an interim basis. The Vice President shall also perform such other duties as shall from time to time be imposed upon such officer by the Board of Managers or by the President.

4.06 Secretary. The Secretary shall (i) keep the minutes of all meetings of the Unit Owners and of the Board of Managers; (ii) record all votes and the minutes of all proceedings in a book to be kept for that purpose; (iii) have charge of such books and papers as the Board of Managers may direct; (iv) give or cause to be given, notice of all meetings of Unit Owners and all special meetings of the Board of Managers; and (v) in general, perform all the duties incident to the office of secretary of a stock corporation organized under the Business Corporation Law of the State of New York.

4.07 Treasurer. The Treasurer shall (i) have the responsibility for Condominium funds and securities; (ii) be responsible for keeping full and accurate financial records and books of account showing all receipts and disbursements, and for the preparation of all required financial data; (iii) be responsible for the deposit of all moneys and other valuable effects in the name of the Board of Managers, or the managing agent, in such depositories as may from time to time be designated by the Board of Managers; and (iv) in general, perform all the duties incident to the office of treasurer of a stock corporation organized under the Business Corporation Law of the State of New York.

4.08 Agreements, Contracts, Deeds, Checks, etc. All agreements, contracts, deeds, leases, checks and other instruments of the Condominium shall be executed by any two officers of the Condominium or by such other person or persons as may be designated by the Board of Managers.

4.09 Compensation of Officers. No officer shall receive any compensation from the Condominium for acting as such.

Article V
Common Charges and Assessments

5.01 Determination of Common Charges. The Board of Managers shall, from time to time, but at least annually, fix and determine the budget representing the sum or sums necessary and adequate for the continued operation of the Condominium and shall send a copy of the proposed budget to all Unit Owners at least 15 days prior to the adoption thereof. The Board of Managers shall send a copy of the budget as adopted and any supplement thereto to every Unit Owner and such Unit mortgagees as shall have requested the same. The Board of Managers shall determine the total amount required, including the operational items such as insurance, repairs, reserves, betterments, maintenance of the common elements (except for the maintenance of that portion of the common elements funded through the Charter Communities Association, Inc.) and other operating expenses as well as charges to cover any deficits from prior years. The total annual requirements shall be assessed as a single sum against all Units and prorated against each of said Units according to the respective common interests appurtenant to such Units, except that the Board of Managers may elect to specially allocate and apportion expenses between Owners of dwelling Units and garage Units based on the special or exclusive availability or use or control by such dwelling Unit Owners and garage Unit Owners, as the case may be, of the common elements to which such expenses have been applied. Said common charges or assessments shall be payable monthly in advance as ordered by the Board of Managers. Special assessments, should such be required, shall be levied and paid in the same manner as hereinabove provided for regular common charges.

5.02 Payment of Common Charges. All Unit Owners shall be obligated to pay the common charges and special assessments assessed by the Board of Managers at such time or times as the Board of Managers shall determine. Dissatisfaction with the quantity or quality of maintenance furnished to the Property shall not be grounds for the withholding or failure to pay any common charge or special assessment.

No Unit Owner shall be liable for the payment of any part of the common charges assessed against his Unit subsequent to i sale, transfer or other conveyance of such Unit by such Unit Owner. In addition, any Unit Owner may, subject to the terms and conditions specified in these By-Laws, provided that the Unit is free and clear of liens and encumbrances other than a permissible mortgage and the statutory lien for unpaid common charges, convey such Unit to the Board of Managers, or its designee, corporate or otherwise, on behalf of all other Unit Owners, and in such event be exempt from common charges thereafter assessed. A purchaser of a Unit shall be liable for the payment of common charges assessed against such Unit prior to the acquisition of such Unit, except that a mortgagee or other purchaser of a Unit at a foreclosure sale of such Unit shall not be liable for, and such Unit shall not be subject to a lien for, the payment of common charges assessed prior to the foreclosure sale.

5.03 Collection of Assessments. The Board of Managers shall assess common charges against the Unit Owners from time to time and at least annually and may take action to collect any common charge due from any Unit Owner which remains unpaid for more than 30 days from the due date for payment thereof.

5.04 Default in Payment of Common Charges. In the event any common charge or special assessment as determined by the Board of Managers, or any installment thereof, is not paid on the due date, then such payment shall be deemed delinquent.

If a common charge or assessment or any installment thereof is not paid within 10 days after the due date, the Board of Managers may impose a late charge or charges on such amount or amounts as the Board of Managers deems reasonable not to exceed 5% of the amount of such overdue common charges or assessment or installment thereof, provided such late charges are equitably and uniformly applied.

If the common charge or assessment or installment thereof is not paid within 30 days after the due date (i) the common charge or assessment shall bear interest from the due date at such rate as may be fixed by the Board of Managers from time to time, such rate not to exceed the maximum rate of interest then permitted by law; (ii) the Board of Managers may accelerate the remaining installments, if any, of such common charges or assessments upon notice thereof to the Unit Owners which notice shall afford the Unit Owner not less than 10 days to pay such installments of common charges; and (iii) the Board of Managers may bring legal action against the Unit Owner personally obligated to pay the same or foreclose the lien on such Unit granted by Section 339-aa of the Real Property Law of the State of New York, in the manner provided in Section 339-ii thereof. (In the event the Sponsor controls the Board of Managers, a decision to bring legal action against the Sponsor for failure to pay common charges or other assessments on Units owned by the Sponsor may be made by a majority of those Unit Owners other than the Sponsor.) The cost of any such proceedings and other costs and expenses incurred in efforts to collect such past due common charges or assessments, including reasonable attorney’s fees, shall be added to the amount of such common charge or assessment, accelerated installments, if any, late charges and interest. Any amounts collected on past due common charges or assessments shall be applied in the following order: attorneys’ fees, other costs of collection, interest, late charges, and then the common charges or assessments, beginning with the common charge or assessment past due for the longest period.

5.05 Foreclosure of Liens for Unpaid Common Charges. In any action brought by the Board of Managers to foreclose a lien on a Unit because of unpaid common charges, the Unit Owner shall be required to pay a reasonable rental for the use of his Unit and the plaintiff in such foreclosure action shall be entitled to the appointment of a receiver to collect the same. The Board of Managers, acting on behalf of all Unit Owners, shall have power to purchase such Unit at the foreclosure sale and to acquire, hold, lease, mortgage, vote the votes appurtenant to, convey or otherwise deal with the Unit. A suit to recover a money judgment for unpaid common charges shall be maintainable without foreclosing or waiving the lien securing the same.

5.06 Notice of Default. The Board of Managers, when giving notice to a Unit Owner of a default in paying common charges or other default, may, at its option, or shall, at the request of the mortgagee, send a copy of such notice to each holder of a mortgage covering such Unit whose name and address has theretofore been furnished to the Board of Managers. The mortgagee shall have the right to cure the Unit Owner’s default with respect to the payment of common charges or other default of the Unit Owner which could result in a lien against the Unit of such Owner.

5.07 Statement of Common Charges. Upon the written request of a Unit Owner, lessee or mortgagee with respect to the Unit owned by such Owner, leased by such lessee or upon which such mortgagee holds a mortgage, or any prospective purchaser, lessee, mortgagee or title insurer of such Unit, the Board of Managers, the Manager or the managing agent, shall promptly furnish a certificate in writing setting forth with respect to such Unit as of the date of such certificate, (i) whether or not the common charges due have been paid; (ii) the amount of such common charges, including interest and costs, if any, due and payable; and (iii) whether any other amounts or charges are owing to the Condominium, e.g. for the cost of extinguishing a violation of the Declaration or rules and regulations. A reasonable charge, as determined by the Board of Managers, may be made for the issuance of this certificate. Any such certificate, when duly issued as herein provided, shall be conclusive and binding with regard to any matter therein stated as between the Board of Managers and any bona fide purchaser or lessee of, or lender on, or title insurer of, the Unit with respect to which the request was made.

5.08 Liability for Water and Refuse Removal. All water consumed in the Units and on the common elements and refuse removal charges shall be a common expense, except that arrangements may be made for either or both of such items to be arranged for and paid through maintenance assessments to the Charter Communities Association, Inc.

5.09 Operating Account. There shall be established and maintained a cash deposit account to be known as the “Operating Account”, into which shall be deposited the operating portion of all common charges and special assessments as fixed and determined for all Units. Disbursements from said account shall be for the general needs of the operation including, but not limited to wages, repairs, betterments, maintenance and other operating expenses of the common elements and for the purchase, lease, sale or other expenses resulting from the purchase or lease of Units.

5.10 Other Accounts. The Board shall maintain any other accounts it shall deem necessary to carry out its purposes.

Article VI
Records and Audits

6.01 Records and Audits. The Board of Managers or the managing agent shall keep detailed records of the actions of the Board of Managers and the managing agent, minutes of the meetings of the Board of Managers, minutes of the meeting of the Unit Owners, and financial records and books of account of the Condominium, including a chronological listing of receipts and expenditures, as well as a separate account for each Unit which, among other things, shall contain the amount of each assessment of common charges against such Unit, the dates when installments are due, the amounts paid thereon, and the balance remaining unpaid.

6.02 Annual Statement. An annual report of the receipts and expenditures of the Condominium, audited by an independent certified public accountant, shall be rendered by the Board of Managers to all, Unit Owners, and to all mortgagees of Units who have requested the same and to the Department of Law of the State of New York, promptly after the end of each fiscal year. In addition, when called for by a vote of the Unit Owners at any special meeting of the Unit Owners, the Board of Managers shall furnish, to the Unit Owners, a full and clear statement” of` the business conditions and affairs of the Condominium, including a balance sheet and profit and loss statement verified by an independent public accountant and a statement regarding any taxable income attributable to the Unit Owners.

The cost of the annual report and other services required by this Section 6.02 shall be paid by the Board of Managers as a common expense.

6.03 Inspection of Records. Every Unit Owner or his representative and mortgagee shall be entitled to examine the books and records of the Condominium on reasonable notice to the Board but not more often than once a month.

6.04 Availability of Records and Legal Documents. The Board of Managers shall make available for inspection upon reasonable notice and during normal business hours, to existing and prospective purchasers, tenants, mortgagees, mortgage insurers and mortgage guarantors, current copies of the Condominium’s Declaration, By-Laws, rules and regulations, budget, schedule of assessments and any other books, records and financial statements of the Condominium. The Board may furnish copies of such documents to such parties and may charge a reasonable fee to cover the cost of furnishing such copies.

Article VII
The Condominium Property – Use, Operation,
Preservation, Maintenance and Repair

7.01 Repairs and Maintenance Which Are the Responsibility of the Board of Managers. Except for maintenance of landscaped areas, parking areas and driveway areas of the Property, which is the responsibility of the Charter Communities Association, Inc., and unless otherwise provided in the Condominium Declaration, or unless performed by any governmental entity or independent authority, all maintenance, repairs and replacement to the common elements of the Property including but not limited to exterior walls, roof and roof members, common hallways, stairways and basement areas (other than storage areas restricted in use to specific Unit Owners pursuant to Article V of the Condominium Declaration) of the Building and fences, patios and balconies, which are part of the common elements, as well as all maintenance, repairs and replacements to any pipes, wires, conduits and utility lines which serve two or more Units, shall be made by the Board of Managers. The cost of all such maintenance, repairs and replacements shall be common expense unless occasioned by a negligent or willful act or omission as provided in Section 7.02 below.

7.02 Repairs and Maintenance Which Are the Responsibility of the Unit Owners. All maintenance (including painting and decorating of the Units), repairs and replacements to the Units including windows (including all glass breakage) and doors (except painting of the exterior surface of windows and doors which’ open from ‘a Unit, which painting is the responsibility of the Board of Managers), and to storage areas restricted in use to the Owner of a specific Unit and repairs to pipes, wires and conduits which service only one Unit s ” hall be made by the respective Unit Owners at their own expense.

Any maintenance, repair or replacement necessary to preserve the appearance and value of the Property made pursuant to Section 7.01 above but which is occasioned by a negligent or willful act or omission of (1) a Unit Owner, or (2) any family member, guest, tenant, or invitee of such Unit Owner, or (3) a family member, guest or invitee of the tenant of such Unit Owner, or (4) a guest or invitee of (i) any member of such Unit Owner’s family or (ii) any family member of the tenant of such Unit Owner; shall be made at the cost and expense of such Unit Owner. If such maintenance, repair or replacement is the responsibility of the Board of Managers, it shall not be regarded as a common expense, but shall rather be considered a special expense allocable to the specific Unit and such cost shall be added to that Unit Owner’s common charges and, as part of those common charges, shall constitute a lien on the Unit to secure the payment thereof.

In the event that a Unit Owner fails to make any maintenance or repair which maintenance or repair is necessary to protect any of the common elements or any other Unit, the Board of Managers shall have the right to make such maintenance or repair (after the failure of the Unit. Owner to do so, weather permitting, after 10 days written notice, or written or oral notice of a shorter duration in the event of an emergency situation) and to charge the Unit Owner for the cost of all such repairs and/or maintenance. In the event that the Board of Managers charges a Unit Owner for repairs or maintenance to such Unit Owner’s Unit or for repairs to any common element restricted in use to such Unit Owner, and the Unit Owner fails to make prompt payment, the Board of Managers shall be entitled to bring suit thereon, and, in such event, the Unit Owners shall be liable for the reasonable attorney’s fees and costs of such suit or proceeding together with interest on all sums due.

7.03 Quality of Maintenance and Repairs. All repairs, painting and maintenance, whether made by the Unit Owner or by the Board of Managers to the doors, windows, balconies, or the exterior surface of any Building, including roofs, or to any generally visible portion of the common elements shall be carried out in such a manner so as to conform to the materials, style and color initially provided by the Sponsor, unless the Board of Managers authorizes a variance from such materials, style and/or color prior to such repair, painting or maintenance which does not so conform.

7.04 Right of Access. The manager and/or the managing agent and/or any other person authorized by the Board of Managers, the manager or the managing agent, shall have a right of access to all Units, for the purpose of making inspections or for the purpose of correcting any condition originating in a Unit and threatening another Unit or a common element, or for the purpose of performing installations, alterations or repairs to the mechanical or electrical services or other common elements in a Unit or elsewhere in the Building, or to correct any condition which violates the provisions of any mortgage covering another Unit, provided that requests for entry are made in advance and that any such entry is at a time reasonably convenient to the Unit Owner,. In case of an emergency, such right of entry shall be immediate, whether the Unit Owner is present at the time or not.

7.05 Restrictions on Use of Units. In order to provide for congenial occupancy of the Property and for the protection of the values of the Units, the use of the Property shall be restricted to and shall be in accordance with the following provisions:

a. Except for the Sponsor’s right to use Units for a sales center, models or for storage as set forth in Section 6.03 of the Condominium Declaration, the Unit whether occupied or leased out by the Unit Owner, shall be used for residence purposes only.

b. The common elements shall be used only for the furnishing of the services and facilities for which they are reasonably suited and capable and which are subject to the use and occupancy of the Units. Storage areas which are limited in use to the Owners of specific Units may be used as a hobby shop or for similar purposes as well as for storage subject to (i) such rules, regulations and restrictions as the Board of Managers may promulgate from time to time including controls as to use, appearance and materials used in construction; and, (ii) compliance with all applicable governmental codes and ordinances as to construction and use, the responsibility for compliance, except with respect to any initial construction by the Sponsor, being solely the obligation of the Owner to which such storage area is limited in use.

c. No nuisances shall be allowed on the Property nor shall any use or practice be allowed which is a source of annoyance to its residents or occupants or which interfere with the peaceful possession or proper use of the Property by its residents or occupants.

d. No immoral, improper, offensive or unlawful use shall be made of the, shall be complied with by and at the sole expense of the Unit Owners or the Board of Managers, whichever shall have the obligation to maintain or repair such portion of the Property.

e. No portion of a Unit (other than the entire Unit) may be rented, and no transient tenants, i.e. tenants occupying the premises under an initial lease term of less than six months, may be accommodated in any residential Unit.

7.06 No Obstruction of Common Elements and Facilities. A Unit Owner shall not obstruct the common elements. The common elements and facilities shall be used only for those purposes for which they are reasonably suited and capable. The common halls and stairways of the Building shall be used for no purpose other than for normal transit through them.

7.07 Additions, Alterations or Improvements.

a. By Board of Managers. Whenever in the judgment of the Board of Managers the common elements shall require additions, alterations or improvements costing in excess of 5% of the Condominium’s current estimated annual budget (including reserves) and the making of such additions, alterations or improvements shall have been approved by 50% in common interest of the Unit Owners present in person and/or by proxy and voting at a meeting duly held in accordance with these By-Laws, the Board of Managers shall proceed with such additions, alterations or improvements and shall assess all Unit Owners for the cost thereof as a common charge, provided, however, that such approval was also given by more than 50% in common interest of those Unit Owners other than the Sponsor. Any additions, alterations or improvements costing less than 5% of the Condominium’s current estimated annual budget (including reserves) may be made by the Board of Managers without approval of the Unit Owners, and the cost thereof shall constitute part of the common expenses. However, pursuant to Section 10.05 of the Declaration and Section 3.02 of these By-Laws, except for necessary repairs or repairs, additions or improvements required by law, any addition, alteration or improvement proposed to be made within three (3) years from the date of recording of the Declaration shall require the written consent of the Sponsor if the Sponsor owns Units having an aggregate of 25% or more of the interest in the common elements at the time such addition, etc., is proposed.

b. By Unit Owners. No Unit Owner shall install any appliance or make any structural addition, alteration or improvement in or to his Unit, or make any changes in or to the common elements (including any changes to the storage area appurtenant to his Unit) without the prior written consent thereto by the Board of Managers, which consent may not be unreasonably withheld. The Board of Managers shall have the obligation to answer any written request by a Unit Owner for approval of a proposed installation or structural addition, alteration or improvement in such Unit Owner’s Unit within forty (40) days after such request, and failure to do so within, the stipulated time shall constitute a consent by the Board of Managers to the proposed installation, addition, alteration or improvement. Any application to any governmental authority for a permit to make an installation, addition, alteration or improvement to or in any Unit or storage area shall be executed by the Board of Managers only, without, however, incurring any liability on the part of the Board of Managers or any of them to any contractor, subcontractor, materialman, architect or engineer on account of such installation, addition, alteration or improvement, or to any person having any claim for injury to person or damage to property arising therefrom. The provisions of this Section shall not apply to a Unit owned by the Sponsor until a deed to such Unit has been delivered to a purchaser thereof.

The Board of Managers will execute any application or other document required to be filed with any governmental authority having or asserting jurisdiction in connection with any such installation or structural addition, alteration or improvement made by the Sponsor to any Unit or storage area, provided, however, that neither the Board of Managers nor the Unit Owners shall be subjected to any expense or liability by virtue of the execution of the application or such other document.

In connection with any installation or work done by a Unit Owner, the Board of Managers may require that the Unit Owner obtain such insurance coverages, and in such amounts as the Board of Managers deem proper.

7.08 Rules of Conduct. Rules and regulations concerning the use of the Units and the common elements may be promulgated and amended by the Board of Managers. Copies of such rules and regulations shall be furnished by the Board of Managers to each Unit Owner prior to the time when the same shall become effective. Initial rules and regulations, which shall be effective until amended by the Board of Managers, are annexed hereto and made a part hereof as Schedule A to these By-Laws.

7.09 Abatement and Enjoinment of Violations. The violation of any rule or regulation adopted by the Board of Managers, or the breach of any By-Laws contained herein, or the breach of any provision of the Declaration, shall give the Board of Managers the right, in addition to any other rights set forth in these By-Laws: (a) to enter the Unit in which, or as to which, such violation or breach exists and to summarily 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 of the Declaration, these By-Laws or the Condominium’s rules and regulations, as the case may be, and the Board of Managers shall not be deemed thereby guilty in any manner of trespass; or (b) to enjoin, abate or remedy by appropriate legal proceedings, either at law or in equity, the continuance of any such breach or (c) to establish a penalty in accordance with Section 7.11 below. One or more aggrieved Unit Owners shall have the right to enjoin, abate or remedy the continuance of a breach by appropriate legal proceedings at law or in equity. Prior to exercising such right, the Board of Managers or Unit Owner or Owners, as the case may be, shall, if reasonably possible, notify the owner and mortgagee (if known) of the Unit or Units involved and provide a reasonable amount of time for the cure of such violation or breach.

7.10 Obligation and Lien for Cost of Enforcement. If an action is successfully brought to extinguish a violation of any rule or regulation adopted by the Board of Managers or to successfully enforce the provisions of the Declaration or By-Laws, the cost of such action, including legal fees, shall become a binding personal obligation of the violator. If such violator is (1) the Unit Owner, or (2) any family member, tenant or guest or invitee of such Unit Owner, or (3) a family member or guest or invitee of the tenant of such Unit Owner, or (4) a guest or invitee of (i) any member of such Unit Owner’s family, or (ii) any family member of the tenant of such Unit Owner; such cost shall also be a lien upon the Unit or Units of such Unit Owner.

7.11 Penalties. In addition or as an alternative to an action at law or suit in equity, the Board of Managers may, with respect to any violation of the Declaration or of these By-Laws or of any rules and regulations of the Condominium or of any committee of the Condominium, and after affording the alleged violator a reasonable opportunity to appear and be heard, establish monetary and non-monetary penalties, the amount and severity of which shall be reasonably related to the violation and to the aim of deterring similar future violations by the same or any other person. Monetary penalties imposed against a Unit Owner or occupant shall be deemed an assessment against the Unit of such Owner and, as such, shall be a charge and continuing lien upon such Unit, shall constitute a personal obligation of the Unit Owner, and shall be collectible in the same manner as common charges and special assessments under Article V of these By-Laws.

7.12 Owner Responsible for Tenants. Any lease of a Unit shall provide for full compliance by the tenant with the Declaration, By-Laws and Rules and Regulations of the Condominium. Should a tenant be in violation thereof at any time, the Board of Managers of the Condominium may send the Owner of the Unit which said tenant occupies written notice of such violation by certified or registered mail, return receipt requested. If the violation is not cured or eviction proceedings commenced against the tenant within fourteen (14) days after the Owner has received notice of such violation, or if the eviction proceedings are not reasonably diligently pursued thereafter, the Board of Managers may pursue any remedies which it may have under this Article VII.

Article VIII
Insurance and Insurance Trustee

8.01 Insurance. The Board of Managers shall obtain and maintain, to the extent determined by the Board in its sole discretion to be reasonably obtainable, appropriate and relevant, and in such amounts as the Board of Managers shall determine to be appropriate unless otherwise required herein: (1) fire and casualty insurance, (including flood insurance if the Property is in a “flood hazard area” as defined below), (2) liability insurance, (3) directors’ and officers’ liability insurance, (4) a fidelity bond, and (5) workmen’s compensation insurance.

The Board of Managers may also obtain such other insurance as it shall deem necessary or desirable from time to time including “umbrella” catastrophe coverage.

1. Fire and Casualty. The policy shall cover the interests of the Condominium, the Board of Managers and all Unit Owners and mortgagees as their interests may appear. Coverage shall be for the full replacement value of the Units and other improvements (without deduction for depreciation) under the “single entity” concept, i.e. covering the Units as initially sold and including the wall to wall carpeting, lighting fixtures, bathroom fixtures, kitchen appliances, wall coverings, and all machinery servicing the Units and common facilities, excluding the land, foundations, the personal property of Unit Owners and occupants, and any improvements or alterations (including upgrading of appliances, kitchen cabinets, carpeting or lighting fixtures, built-ins and wall coverings) made by present or prior Unit Owners or occupants.

The policy shall have the following provisions, endorsements and coverages: (i) extended coverage, including sprinkler leakage (if applicable), debris removal, cost of demolition, vandalism, malicious mischief, windstorm and water damage (ii) inflation guard, (iii) coverage for loss of common charges from Unit Owners forced to vacate because of fire or other insured against casualty, (iv) waiver of any right to claim by way of subrogation against individual Unit Owners and the members of their households and families, the Condominium, the members of the Board of Managers, the officers of the Condominium and the managing agent, if any, for the Condominium and waiver of any defenses based on co-insurance or any invalidity based on acts of the insured, (v) an exclusion from the “no other insurance” clause of individual Unit Owners’ policies, so that the insurance purchased by the Board of Managers on behalf of the Condominium shall be deemed primary coverage and any policy obtained by the individual Unit Owners or mortgagees shall be deemed excess coverage and that coverage obtained by the Board of Managers shall in no event be brought into “contribution” with insurance purchased by individual Unit Owners or mortgagees; (vi) a provision that the policy cannot be cancelled, invalidated or suspended because of the conduct of someone over whom the Condominium Board of Managers has no control or because of any failure to comply with any warranty or condition of the premises over which the Board of Managers has no control, (vii) cross-liability giving the Unit Owners the right to sue the Board of Managers and vice versa with the insuring company agreeing to defend the defendant, (viii) a provision that the policy may not be cancelled (including cancellation for non-payment of premium) or substantially modified without at least 10 days prior written notice to all of the insured, including all known mortgagees of Units, (ix) a provision requiring periodic review at least every two (2) years to assure the sufficiency of coverage and (x) a provision that adjustment of loss shall be made by the Board of Managers. Any deductible provision shall apply only to each occurrence rather than to each item of damage.

Flood Insurance. If the Property is located in an area identified by the Federal Secretary of Housing and Urban Development as having special flood hazards, the Board of Managers shall obtain, if available, a “blanket” policy of flood insurance covering all Units in buildings located entirely or partially within the flood hazard area. Such coverage shall be in the maximum amount available for each “building” (as that term is defined by the Flood Insurance Administration) and other insurable property under the National Flood Insurance Program or 100% of the current replacement cost of any such building and other insurable property, located entirely or partially in the flood hazard area, whichever is less.

Prior to obtaining any new fire and casualty insurance policy, the Board of Managers shall obtain an appraisal from an insurance company or from such other source as the Board of Managers shall determine to be acceptable as to the full replacement value (without deduction for depreciation) of the improvements on the Property (exclusive of land, foundations and improvements made by present or prior Unit Owners or occupants) for the purpose of determining the amount of fire and casualty insurance to be effected pursuant to this Section.

The proceeds of all policies of physical damage insurance shall, be payable to the Board of Managers if they are $50,000 or less and, if in excess of $50,000 to an insurance trustee (bank, trust company, law firm or attorney) selected by the Board of Managers to be applied for the purpose of repairing, restoring or rebuilding unless otherwise determined by the Unit Owners as hereinafter set forth. (This $50,000 limit shall automatically be increased each calendar year by 5% over the limit of the previous year.) The policy must provide that any right of the insurer to elect to restore damage in lieu of cash settlement may not be exercised without the consent of the insurance trustee. The policy shall contain the standard mortgagee clause in favor of each mortgagee of a Unit which shall provide that any loss shall be payable to the mortgagee as its interest shall appear, subject, however, to the loss payment provisions in favor of the Board of Managers and the insurance trustee as set forth below. The obligation to restore or reconstruct after damage due to fire or other casualty supersedes the customary right of a mortgagee to have the proceeds of insurance coverage applied to the mortgage indebtedness.

The amount of fire insurance to be maintained until the first meeting of the Board of Managers following the first annual meeting of the Unit Owners shall be in at least the sum of $1,200,000.00.

Each Unit Owner and such Unit Owner’s known mortgagee shall be a named insured on the policy and shall receive, at the time of purchase and at the time a new policy is obtained or an existing policy renewed, a certificate evidencing proof of insurance coverage. Duplicate originals of the policy and of all renewals of the policy, together with proof of payment of premiums, shall be furnished to all known institutional mortgagees of Units requesting the same.

2. Liability. The liability insurance shall cover the Board of Managers, the officers of the Condominium, the managing agent, if any, and all Unit Owners, but not the liability of Unit Owners arising from occurrences within such Owner’s Unit or within any common elements exclusive to such Owner’s Unit. The policy shall include the following endorsements: (i) comprehensive general liability (including libel, slander, false arrest and invasion of privacy), (ii) personal injury, (iii) medical payments, (iv) cross liability under which the right of a named insured under the policy shall not be prejudiced with respect to such insured’s action against another named insured, (v) “severability of interest” precluding the insurer from denying coverage to a Unit Owner because of negligent acts of a member or members of the Condominium Board of Managers or of any other Unit Owner, (vi) contractual liability, (vii) water damage liability, (viii) liability for non-owned automobiles, (ix) liability for the property of others, and if applicable, (x) elevator collision, (xi) garage-keeper’s liability, (xii) host liquor liability with respect to events sponsored by the Condominium, and (xiii) deletion of the normal products exclusion to events sponsored by the Condominium.

Coverage may not be cancelled (including cancellation for nonpayment of premium) or substantially modified without at least 30 days prior written notice of all of the insured, including all known mortgagees of Units as shown on the records of the Condominium. Any deductible provision shall apply only to each occurrence rather than to each item of damage.

Until the first meeting of the Board of Managers elected by the Unit Owners, this public liability insurance shall be in a combined single limit of $1,000,000 covering all claims for bodily injury and property damage arising out of a single occurrence. The Board of Managers shall review such coverage at least once a year.

3. Directors’ and Officers’ Liability. The directors’ and officers’ liability insurance shall cover the “wrongful” acts of a member of the Board of Managers or officer of the Condominium. This coverage provides for funds to be available to defend suits against officers and members of the Board of Managers and to pay any claims which may result. The policy shall be on a “claims made” basis so as to cover all prior officers and members of the Board of Managers, and any deductible provision shall apply only to each occurrence rather than to each item of damage. The policy shall provide for “participation” by the Condominium or by the members of the Board of Managers or officers of the Condominium only to the minimum extent required by law or applicable governmental regulation.

Until the first meeting of the Board of Managers elected by the Unit Owners, the directors’ and officers’ liability coverage shall be in the amount of $1,000,000.00, provided the Board of Managers can, in its sole discretion, reasonably obtain such coverage while one or more members of the Board of Managers has been elected or appointed by the Sponsor.

4. Fidelity Bond. The fidelity bond shall name the Condominium as obligee and shall cover all members of the Board of Managers, officers and employees of the Condominium and of the Condominium’s managing agent, if any, who handle Condominium funds. The bond shall be in an amount not less than the estimated maximum amount of funds, including reserves, in the custody of the Condominium or managing agent at any given time, but in no event less than a sum equal to three (3) months’ aggregate common charges on all Units, plus reserves. It shall contain waivers of any defense based upon the exclusion of persons who serve without compensation from any definition of “employee” or similar expression and shall provide that the bond shall not be cancelled or substantially modified (including cancellation for non-payment of premium) without at least 30 days prior written notice to the Board of Managers, Insurance Trustee and all institutional first mortgagees of Units as listed on the books and records of the Condominium.

Until the first meeting of the Board of Managers elected by the Unit Owners, the coverage shall be $10,000.00 for dishonest acts and $10,000.00 for forgery. Notwithstanding the limitation set forth herein, the Board of Managers shall, upon the request of any Unit Owner, Unit mortgagee, or prospective Unit Owner or mortgagee increase the amount of such bond to meet the reasonable requirements of any existing or proposed holder, purchaser or insurer of any mortgage made or to be made on any Unit.

5. Worker’s Compensation Insurance. Such insurance shall cover any employees of the Condominium, as well as any other person performing work on behalf of the Condominium.

No Liability for Failure to Obtain Above Coverages. The Board of Managers shall not be liable for failure to obtain any of the coverages required by this Section or for any loss or damage resulting from such failure if such failure is due to the unavailability of such coverages from reputable insurance companies, or if such coverages are so available only at demonstrably unreasonable cost.

Deductible Amounts. The deductible amount, if any, on any insurance policy purchased by the Board of Managers shall be a common expense, provided, however, that the Board of Managers may assess any deductible amount necessitated by the gross negligence or wantonly malicious act of a Unit Owner against such Unit Owner. The Condominium may pay the deductible portion for which a Unit Owner is responsible, and the amount so paid, together with interest and costs of collection (including attorneys’ fees) shall be a charge and continuing lien upon the Unit involved, shall constitute a personal obligation of the Unit Owner, and shall be collectible in the same manner as common charges and assessments under Article VIII of the Declaration.

Unit Owners’ Insurance. Unit Owners shall not be prohibited from carrying other insurance for their own benefit provided that all such policies shall contain waivers of subrogation and further provided that the liability of the carriers issuing insurance obtained by the Board of Managers shall not be affected or diminished by reason of any such additional insurance carried by any Unit Owner.

8.02 Insurance Trustee. The insurance trustee shall be any bank, trust company, law firm or attorney located in the State of New York designated by the Board of Managers. All fees and disbursements of the insurance trustee shall be paid by the Board of Managers and shall constitute a common expense of the Condominium. In the event the insurance trustee resigns or fails to qualify, the Board of Managers shall designate a new Insurance Trustee.

8.03 Repair or Reconstruction After Fire or Other Casualty. In the event of damage to or destruction of the Buildings or common elements as a result of fire or other casualty (unless 75% or more of the Units are destroyed or substantially damaged and 75% or more of the Unit Owners do not duly and promptly resolve to proceed with repair and restoration), the insurance proceeds, if any, shall be payable to the Board of Managers if they do not exceed the limit established pursuant to Section 8.01 hereof; and if in excess of such limit, then to the insurance trustee as the Board of Managers shall select, subject to the reasonable approval of the mortgagee’s representative, if any. The Board of Managers shall arrange for the prompt repair and restoration of the Buildings (including any damaged Units, and any kitchen or bathroom fixtures initially installed therein by the Sponsor, but excluding any wall, ceiling or floor decorations or coverings or other furniture, furnishings, fixtures, appliances or equipment installed by Unit Owners in the Units), and the Board of Managers or the Insurance Trustee, as the case may be, shall disburse the proceeds of all insurance policies to the contractors engaged in such repair and restoration in appropriate progress payments. Any cost of such repair and restoration in excess of the insurance proceeds shall constitute a common expense and the Board of Managers shall assess all the Unit Owners for such deficit and for a completion bond for such deficit as part of the common charges.

In the event of any damage or destruction as hereinabove described, the Board of Managers shall promptly send written notification of the casualty to all institutional first mortgagees of Units as they appear on the books and records of the Condominium.

If there shall have been a repair or restoration pursuant to the first paragraph of this Article, and the amount of insurance proceeds shall have exceeded the cost of such repair or restoration, then the excess of such insurance proceeds shall be divided by the Board of Managers or the Insurance Trustee, as the case may be, among all the Unit Owners, subject to the rights of holders of mortgages encumbering such Units, in proportion to their respective common interests after first paying out of the share due each Unit Owner such amounts as may be required to reduce unpaid liens on such Unit in the order of priority of such liens.

If seventy-five (75%) percent or more of the Units are destroyed or substantially damaged as determined by the Board of Managers and seventy-five (75°x) percent or more of the Unit Owners do not duly and promptly resolve to proceed with repair and restoration, the Property shall he subject to an action for partition upon the suit of any Unit Owner or lienor, as if owned in common, in which event, the net proceeds of sale, together with the net proceeds of insurance policies shall be held in escrow by the Board of Managers or the Insurance Trustee, as the case nay be, to be divided among all Unit Owners, subject to the rights of holders of mortgages encumbering such Units, in proportion to their respective common interests after first applying the share of the net proceeds of such sale otherwise payable to any Unit Owner to the payment of any liens on his Unit, in the order of the priority of such liens.

Wherever in this Article the words “promptly repair” are used, it shall mean repairs are to begin, weather permitting, not more than sixty (60) days from the date the Insurance Trustee notifies the Board of Managers and the Unit Owners that it holds proceeds of insurance sufficient to pay the estimated costs of such work; or not more than ninety (90) days after the Insurance Trustee notifies the Board of Managers and the Unit Owners that such funds are insufficient to pay said estimated costs and advises them of the amount of the required completion bond, if necessary, or in the event there is no Insurance Trustee, not more than sixty (60) days from the date of receipt of insurance funds on account of such damage or destruction, and wherever the words “promptly resolve” are used, it shall also mean not more than sixty (60) days from the date of receipt of said insurance funds.

Any repair or restoration as hereinabove described shall be in substantial accordance with the plans and specifications of the damaged improvements as originally built. Any proposed substantial deviation therefrom shall require the written consent of institutional first mortgagees holding mortgages on Units which have at least 51% of the votes of all Units affected which are subject to institutional first mortgages as indicated on the records of the Condominium.

The Board of Managers shall pay the fees and disbursements of any insurance trustee and the same shall constitute a common expense of the Condominium.

8.04 Actions Which May Increase Insurance Rates Prohibited. Under no circumstances shall a Unit Owner permit or suffer anything to be done or left in such Unit Owner’s Unit which will increase the insurance rates on such Unit or on any other Unit or on the common elements.

Article IX
Selling, Mortgaging and Leasing Units

9.01 Selling and Leasing Units. Any Unit may be conveyed or leased by its Owner free of any restrictions other than those set forth in the Declaration or in Section 7.05 of these By-Laws except that (i) no Unit Owner shall convey, mortgage, pledge, hypothecate, sell or lease his Unit unless and until all unpaid common charges assessed against his Unit shall have been paid to the Board of Managers; and (ii) no lease of a residential Unit shall be for an initial term of less than six (6) months. However, such unpaid common charges can be paid out of the proceeds of the sale of a Unit or by the Grantee. Further, a Unit Owner may convey his Unit and common interest appurtenant thereto, to the Board of Managers on behalf of all Unit Owners free of any cost to the Board or the Unit Owners and upon such conveyance such Unit Owner shall not be liable for any common charges thereafter accruing against such Unit.

Any lease of a Unit shall provide for full compliance by the tenants with the Declaration, By-Laws and Rules and Regulations of the Condominium. The Owner shall be responsible for violations by such Owner’s tenant and shall be subject to actions by the Board of Managers in accordance with Section 7.12 of these By-Laws.

The above provisions of this Section shall not apply to (i) the Sponsor’s lease of any unsold Unit or the Sponsor’s lease of any sold Unit to the purchaser thereof; and (ii) the acquisition or sale of a Unit by a mortgagee who shall acquire title to such Unit by foreclosure or by deed in lieu of foreclosure. Such provisions shall, however, apply to any purchaser from such mortgagee.

Any sale or lease of any Unit in violation of this Section shall be voidable at the election of the Board of Managers.

9.02 Mortgaging of Units and Notice to Board of Managers. Each Unit Owner shall have the right to mortgage his Unit without restriction provided that any such mortgage shall be substantially in the form of the New York statutory form of mortgage, except for such changes or additions as may be necessary in order to permit a particular bank, trust company, insurance company, savings and loan association or other institutional lender to make the mortgage loan. A Unit Owner who mortgages his Unit shall notify the Board of Managers in writing of the name and address of the mortgagee. The Board of Managers shall maintain such information in a book entitled “Mortgagees of Units.”

9.03 No Severance of Ownership. No Unit Owner shall execute any deed, mortgage or other instrument conveying or mortgaging title to such Unit Owner’s Unit without including therein the appurtenant common interests, it being the intention hereof to prevent any severance of such combined ownership. Any such deed, mortgage or other instrument purporting to affect one or more of such interests, without including all such interests, shall be deemed and taken to include the interest or interests so omitted, even though the latter shall not be expressly mentioned or described therein. No part of the appurtenant common interest of any Unit may be sold, transferred or otherwise disposed of, except as part of a sale, transfer or other disposition of the Unit to which such interests are appurtenant, or as part of a sale, transfer or other disposition of such part of the appurtenant common interests of all Units.

9.04 Gifts and Devisees, etc. Any Unit Owner shall be free to convey or transfer his Unit by gift or to devise his Unit by will, or to pass the same by intestacy, without restriction.

9.05 Waiver of Right of Partition With Respect to Such Units as Are Acquired by the Board of Managers, or its Designee, on Behalf of All Unit Owners as Tenants in Common. In the event that a Unit shall be acquired by the Board of Managers, or its designee, on behalf of all Unit Owners as tenants in common, all such Owners shall be deemed to have waived all rights of partition with respect to such Unit and if the Board should so elect, the Unit Owner shall be deemed to have authorized and empowered the Board of Managers to institute legal proceedings to evict the purported tenant in the name of the said Unit Owner as the purported landlord.

Article X
Condemnation

10.01 Distribution of Condemnation Awards. In the event all or part of the common elements are taken in condemnation or eminent domain proceedings, the award from such proceedings shall be paid to the insurance trustee if the award is more than $50,000 and to the Board of Managers if the award is $50,000.00 or less. (This $50,000.00 limit shall automatically be increased each calendar year by 5% over the limit of the previous year.) The Board of Managers shall arrange for the repair and restoration of such common elements, and the Board of Managers or the insurance trustee, as the case may be, shall disburse the proceeds of such award to the contractors engaged in such repair and restoration in appropriate progress payments. If there shall be a surplus of such proceeds, or if the Board of Managers shall elect not to repair or restore the common elements, then the proceeds shall be distributed in the same manner as insurance proceeds, in accordance with Section 8.01 of these By-Laws but in the following amounts:

a. so much of the award as is applicable to unrestricted common elements, to the Unit Owners prorata according to the respective common interest appurtenant to the Unit owned by such Unit Owners; and

b. so much of the award as is applicable to irrevocably restricted common elements to the Unit Owner having general use of such common element.

In such eminent domain or condemnation proceeding the Board shall (i) notify all institutional first mortgagees of Units as disclosed by its records, and (ii) request that the award shall set forth the amount allocated to unrestricted common elements and to each irrevocably restricted common element. In the event the award does not set forth such allocation then the question of such allocation shall be submitted to arbitration in accordance with the arbitration statutes of the State of New York.

Article XI
Amendment

11.01 Amendments to By-Laws. Except as hereinafter provided otherwise, these By-Laws may be modified, altered, amended or added to at any duly called meeting of Unit Owners provided that:

a. a notice of the meeting containing a full statement of the proposed modification, alteration, amendment or addition has been sent to all Unit Owners as listed on the books and records of the Condominium and to all mortgagees of Units who have requested the same; and

b. 66 2/3% or more in number and in common interest in all Unit Owners approve the change; and

c. the Board of Managers does not, prior to the date established for voting on the proposed change, receive written notification of opposition to the change from mortgagees of more than 50% of the number of Units; and

d. the change is set forth as an amendment to the Declaration duly recorded in the Erie County Clerk’s Office.

Section 2.01, insofar as it provides that the Sponsor, so long as it is the owner of Units, may vote the votes appurtenant thereto; Section 2.04, insofar as it provides that the Sponsor, so long as it is the owner of Units, shall be entitled to elect specified numbers of members of the Board of Managers; Section 3.02, insofar as it provides that the Board of Managers may not exercise certain powers without the Sponsor’s prior written consent so long as the Sponsor shall continue to own Units having an aggregate of 25% or more of the interest in the common elements; Section 7.07, insofar as it provides that the provisions of such Section shall not apply to any Units owned by the Sponsor, and this Section 11.01, however, may not be amended without the consent in writing of the Sponsor so long as the Sponsor shall be the owner of one or more Units.

Article XII
Miscellaneous

12.01 Notices. All notices hereunder shall be in writing and sent by mail by depositing same in a post office or letter box in a postpaid sealed wrapper, addressed, if to go to the Board of Managers, at the office of the Board of Managers, and if to go to a Unit Owner or Unit Mortgagee, to the address of such Unit Owner or mortgagee at such address as appears on the books of the Condominium. All notices shall be deemed to have been given when mailed, except notices of change of address which shall be deemed to have been given when received. Whenever any notice is required to be given under the provisions of the Declaration, or of these By-Laws, a waiver thereof, in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed the equivalent thereof.

12.02 Conflicts; Compliance with Article 9-B. These By-Laws are set forth to comply with the requirements of Article 9-B of the Real Property Law of the State of New York. In case any of these By-Laws conflict with the provisions of said Statute or of the Declaration, the provisions of the Statute or of the Declaration, whichever the case may be, shall control.

12.03 No Waiver for Failure to Enforce. No restriction, condition, obligation or provision contained in these By-Laws shall be deemed to have been abrogated or waived by reason of any failure to enforce the same, irrespective of the number of violations or breaches thereof which may occur.

12.04 Gender. The use of the masculine gender in these By-Laws shall be deemed to include the masculine, feminine or neuter and the use of the singular shall be deemed to include the plural, whenever the context so requires.

12.05 Captions. The captions herein are inserted only as a matter of convenience and for reference, and in no way define, limit or describe the scope of these By-Laws, or the intent of any provision thereof.

12.06 Severability. Should any part of these By-Laws be deemed void or become unenforceable at law or in equity, the validity, enforceability or effect of the balance of these By-Laws shall not be impaired or affected in any manner.

Schedule A to By-Laws
Rules and Regulations
Chappelle Villas Condominium C

The following rules and regulations together with such additional rules and regulations as may hereafter be adopted by the Board of Managers, shall govern the use of the property comprising the Condominium and the conduct of all residents thereof.

Please refer to the Rules section of this website to see the actual rules that are now in force.