Article II - General
Section 1 - The Condominium
Section 2 - The Association
Section 3 - Provisions of By-Laws Applicable
Section 4 - By-Laws Applicable to Present and Future Owners
Section 5 - Office of the Association
Section 6 - Certificates of Membership
Section 7 - Documents Available for Review
Section 8 - Termination
Article III - Membership and Voting Rights
Section 1 - Membership
Section 2 - Voting
Article IV - Board of Governors
Section 1 - Board of Governors
Section 2 - Election of Governors
Section 3 - Resignation
Section 4 - Powers and Duties of the Board of Governors
Section 5 - The First Board of Governors and Subsequent Boards
Section 6 - Removal of Governors
Section 7 - Vacancies in the Board of Governors
Section 8 - Board of Governors Meeting Following First Board of Governors
Section 9 - Regular Meetings
Section 10 - Special Meetings
Section 11 - Waiver of Notice of Meetings
Section 12 - Quorum
Section 13 - Surety Bonds
Section 14 - Compensation of the Board of Governors
Section 15 - Governors Not Liable
Section 16 - Records
Section 17 - Annual Report
Article V - Meetings of Members of the Association
Section 1 - Annual Meetings; Election of Governors
Section 2 - Location of Annual Meeting
Section 3 - Special Meetings
Section 4 - Notice of Meetings
Section 5 - Quorum
Section 6 - Voting
Section 7 - Majority Defined
Article VI - Officers
Section 1 - Principal Officers of the Association
Section 2 - Selection and Removal of Officers
Section 3 - President
Section 4 - Clerk
Section 5 - Treasurer
Section 6 - Execution of Documents for the Board of Governors
Section 7 - Compensation of Officers
Section 8 - Resignation
Article VII - Notices
Section 1 - Notice Procedure
Section 2 - Waiver of Notice
Section 3 - Payment of Common Charges
Section 4 - Default
Section 5 - Power to Suspend Membership
Section 6 - Foreclosure
Section 7 - Statement of Unpaid Common Charges
Section 8 - Maintenance
Section 9 - Improvement Restriction
Section 10 - Cost Allotment of Improvements
Section 11 - Right of Access
Section 12 - Rules and Regulations of the Association
Article VIII - Insurance
Section 1 - Physical Damage
Section 2 - Liability Insurance
Article IX - Damage to or Destruction of Property
Section 1 - Duty to Repair or Restore
Section 2 - Estimate of Cost
Section 3 - Collection of Construction Funds
Section 4 - Plans and Specifications
Section 5 - Townhouses
Section 6 - Disbursement of Construction Funds
Section 7 - Certificates
Article X - Mortgage
Section 1 - Mortgage of Townhouses
Section 2 - Listed Mortgagee
Section 3 - Unpaid Common Charges
Section 4 - Notice of Default
Section 5 - Examination of Books
Article XI - Sale of Townhouses
Article XII - Amendments to the By-Laws of the Association
Article XIV - Miscellaneous
Section 1 - Invalidity
Section 2 - Captions
Section 3 - Gender
Section 4 - Waiver
All terms and expressions herein used which are defined in Chapter 183A, Section 1, of the General Laws of Massachusetts, as amended, shall have the same meanings unless the context indicates otherwise. Further, the additional terms defined in this Article shall for all purposes of these By-Laws have the meanings herein specified.
Articles of the Association shall refer to the Articles of Organization of Paul Revere Village Association, Inc. (hereinafter referred to as the Association), which are filed in the Office of the Secretary of the Commonwealth of Massachusetts, a true copy of which is on file at the principal office of the Association as may from time to time be properly made.
Association shall mean the Paul Revere Village Association, Inc., and shall have the same meaning as “Organization of Unit Owners,” as defined in Chapter 183A, Section 1, of the General Laws of Massachusetts, i.e., “the corporation, trust or association owned by the unit owners and used by them to manage and regulate the condominium.”
Board of Governors shall mean the Board of Directors of the Association.
By-Laws of the Association shall mean the By-Laws of Paul Revere Village Association, Inc. as they may be amended from time to time pursuant to the provisions contained in such By-Laws.
Condominium shall mean the Paul Revere Townhouses Condominium.
Paul Revere Townhouses Condominium Master Deed – See Master Deed.
Paul Revere Townhouses Condominium shall mean the premises to be submitted to the provisions of Chapter 183A of the General Laws of Massachusetts as a condominium by Forrow Builders, Inc.
Declarant shall refer to Forrow Builders, Inc., its successors and assigns.
Fiscal Year shall mean the year ending August 31, unless changed or modified by the Board of Governors.
Master Deed shall mean the instrument by which Paul Revere Townhouses Condominium shall be submitted to the provisions of Chapter 183A of the General Laws of Massachusetts as a Condominium and any amendment to said instrument.
Member of the Association shall mean any person, corporation, partnership, joint venture or other legal entity which is a member of the Association as defined in the By-Laws of the Association, the Articles of the Association, and the Master Deed.
Organization of Unit Owners – See Association.
Owner – See Townhouse Owner.
Person shall mean an individual, corporation, unincorporated association, partnership, joint venture, trustee, conservator, administrator, or any entity which has the right to hold title to real property.
Property shall mean the land, buildings and all other improvements thereon in the Paul Revere Townhouses Condominium.
Restrictions shall mean any restrictions contained in the Master Deed and the By-Laws of the Association.
Rules and Regulations of the Association shall mean the Paul Revere Townhouse Condominium Rules and Regulations as may be adopted by the Board of Governors pursuant to the provisions of the Master Deed and the By-Laws of the Association, as they may be amended from time to time.
Townhouse shall have the same meaning as “unit” as defined in Chapter 183A, Section 1, of the General Laws of Massachusetts, i.e. a part of the Condominium including one or more rooms, with appurtenant areas such as decks stipulated in the master deed as being owned by the unit owner, occupying one or more floors or a part or parts thereof, including the enclosed space therein, intended for any type of use, and with a direct exit to a way or to a common area leading to a way.
Townhouse Designation shall have the same meaning as “unit designation” as defined in Chapter 183A, Section 1, of the General Laws of Massachusetts, i.e., the number, letter or combination thereof designating the unit in the Master Deed.
Townhouse Owner shall have the meaning as “unit owner” as defined in Chapter 183A, Section 1, of the General Laws of Massachusetts, i.e. the person or persons owning a unit.
Unit, Unit Designation, Unit Owner. See Townhouse, Townhouse Designation, and Townhouse Owner, respectively.
Section 1 – The Condominium
The Condominium is located on a parcel of land located on Grafton Street in Millbury, Massachusetts and is established by a Master Deed dated____________ recorded with the Worcester District Registry of Deeds as Instrument No.__________.
Section 2 – The Association
Paul Revere Village Association, Inc. (the “Association”) has been organized to perform the functions described in the By-Laws of the Association, except for those to be performed by others as set forth in the By-Laws of the Association or the Master Deed. The Association is charged with the duties and has the powers prescribed by law and set forth in the Master Deed, the Articles of the Association and the By-Laws of the Association, as they may be amended from time to time. Neither the Articles of the Association nor the By-Laws of the Association shall for any reason be altered or interpreted so as to be inconsistent with the Master Deed.
The Association is an organization owned by the Townhouse Owners of the Paul Revere Townhouses Condominium and used by them to manage and regulate the Condominium. Each Townhouse Owner shall have the same percentage of interest in the Association as the percentage of interest set forth in paragraph 6 of the Master Deed.
Each Townhouse Owner, upon becoming a Townhouse Owner, and by virtue of being such a Townhouse Owner, and for so long as he is such a Townhouse Owner, shall be deemed a Member of the Association. Upon becoming a Member of the Association, the rights, duties, privileges, immunities and liabilities of being a Townhouse Owner, as a Member of the Association, shall be those set forth in and shall be exercised in accordance with the Master Deed, the Articles of the Association, the By-Laws of the Association, and the Rules and Regulations of the Association as the foregoing may be amended or adopted by the Association or by the Board of Governors, as provided therein.
Membership in the Association shall not be transferred, pledged, or alienated in any way except upon transfer of title of a Townhouse, and then only to the transferee of title, except in the instance of suspension of membership as provided hereunder.
Any attempt to make a prohibited transfer shall be null and void.
Section 3 – Provisions of By-Law Applicable
The provisions of the By-Laws of the Association are applicable to the Condominium and to the use and occupancy thereof. The provisions of the By-Laws of the Association shall automatically become applicable to any property which may be added to the Condominium by act of the Declarant, its successors and assigns, or the Association.
Section 4 – By-Laws Applicable to Present and Future Owners
All present and future owners, mortgagees, lessees, and occupants of Townhouses and their employees, and any other person(s) who may use the facilities of the Condominium in any manner, are subject to the By-Laws of the Association, the Rules and Regulations of the Association, the restrictions contained in the Master Deed and the Articles of the Association. Accepting a deed to a Townhouse, taking conveyance of a Townhouse, entering into a lease for use of a Townhouse or the act of occupying a Townhouse, shall constitute an agreement that all of the above documents, restrictions and conditions, as they may be amended from time to time, are accepted, ratified and shall be complied with.
Section 5 - Office of the Association
The office of the Association and of the Board of Governors of the Association shall be located on Bunker Hill Road, Millbury, Massachusetts, or at some other location within the Commonwealth, as may be selected from time to time by the Board of Governors and of which the Townhouse Owners and listed mortgagees have been given written notice as provided in ARTICLE VII hereof.
Section 6 – Certificates of Membership
The Board of Governors may provide for the issuance of certificates of membership in the Association in a form which it shall determine. One such certificate shall be issued for each Townhouse and shall contain the name and address of the member or members who own such Townhouse, the Townhouse Designation, its location, and the beneficial interest appurtenant to said Townhouse. The date of issuance of the certificate shall be entered in the records of the Association by the Clerk.
Section 7 – Documents Available for Review
Copies of the By-Laws of the Association, the Articles of the Association, the Rules and Regulations of the Association and the Master Deed, as they may be adopted or amended from time to time, shall be made available for inspection by Townhouse Owners and their authorized agents and by holders, insurers and guarantors of first mortgages which are secured by Townhouses in the Condominium during reasonable business hours.
Section 8 – Termination
The Townhouse Owners may remove the Condominium from the provisions of Chapter 183A of the General Laws of Massachusetts and the Master Deed by the procedure set forth in the appropriate section of said Chapter 183A, as amended from time to time.
Upon such removal, the Townhouse Owners shall be deemed to own the Condominium property as tenants in common, with undivided interest therein in the percentage of undivided interest previously held by each Townhouse Owner in the common areas and facilities. Further, upon such removal, the Townhouse Owners shall be deemed to have withdrawn the Condominium property from the Paul Revere Townhouses Condominium.
The removal provided for in this Section and in the Master Deed shall not bar the subsequent resubmission of the Condominium property to the provisions of Chapter 183A of the General Laws of Massachusetts .
Article III – Membership and Voting Rights
Section 1 – Membership
Every person who is an owner of record of a Townhouse which is subject by covenants or record to assessment by the Association shall be a Member of the Association, except as hereafter provided relative to suspension of membership, provided that any such person or entity who holds such interest merely as a security for the performance of an obligation shall not be a Member of the Association, and provided further that any such person or entity who holds such interest, but whose membership is under suspension as provided hereunder, shall not be a Member of the Association.
Section 2 – Voting
A member of the Association shall be in entitled to a vote in the percentage of interest appurtenant to the Townhouse in which he holds the interest required for membership as described in Section 1 above as set forth in the Master Deed. When more than one person holds such interest in any Townhouse, all such persons shall be Members of the Association, and the vote for such Townhouse shall be exercised as they among themselves determine, but in no event shall more than one vote be cast with respect to any Townhouse, and such vote shall be voted as an entirety as provided in the By-Laws of the Association.
Article IV – Board of Governors
Section 1 – Board of Governors
The Board of Governors which shall constitute the whole Board of Governors shall be at least three (3) and no more than five (5) as determined by the Members at the Annual Meeting or Special Meeting called for the purpose of electing Governors, and the length of the term of each Governor. Until succeeded by the Governors elected by the members, the initial Governors, who, notwithstanding the foregoing, shall be only two (2) in number, need not be Townhouse Owners. Upon expiration of the term of each member of the first Board of Governors, the successors to such Governor, elected by the Members of the Association, shall be members and Townhouse Owners. Except as provided in the Articles of the Association with respect to the First Board of Governors, Governors shall be elected on a staggered basis. In any event, however, each Governor shall hold office until such time as a successor has been elected, except in the event of death, resignation, suspension or membership, or sale of all Townhouses in the Condominium which make such person eligible to be a Governor. In the event that a corporation or other legal entity is a member of the Association, it may designate one or more natural persons who shall be eligible to serve as Governor.
Section 2 – Election of Governors
Subject to the provisions of the By-Laws of the Association concerning the First Board, at each Annual Meeting of the Association or at a Special Meeting called for this express purpose, the members shall elect Governors to fill such vacancies as may exist on the Board of Governors. There shall be no cumulative voting. The candidates receiving the highest number of votes, up to the number of Governors to be elected, shall be deemed elected.
Section 3 – Resignation
Any Governor may resign at any time by giving written notice to the President or to the Clerk of the Association.
Section 4 – Powers and Duties of the Board of Governors
The Board of Governors shall have the powers and duties necessary for the administration of the affairs of the Condominium and may abide by all such acts and things except as by law, or by the Master Deed, or by the By-Laws of the Association, are reserved to the Members of the Association acting at a properly called meeting or as are specifically allowed to the Association. Such powers and duties of the Board of Governors shall include, but shall not be limited to the following:
(a) Provisions for the operation, care, upkeep and maintenance of the common areas and facilities of the Condominium and the exterior or any Townhouse and its appurtenant structures as provide in Article VII hereof including the establishment and maintenance of an adequate reserve fund for the periodic maintenance, repair and replacement of improvements to the common areas and facilities, which fund shall be maintained out of regular assessments for common expenses;
(b) Determination of the common expenses required for the arrears of the Condominium, including, subject to the limitations imposed by the Association or by the restrictions contained in the Master Deed, the operation and maintenance of the property and the allocation of income and expenses;
(c) Collection of the common charges from the owners, including the right to enforce these collections by methods described elsewhere in the By-Laws of the Association.
(d) Opening of bank accounts on behalf of the Association and designating the signatories required therefore.
(e) Easing, managing and otherwise dealing with such Condominium facilities as may be provided for the common areas and facilities, including granting permits, licenses and easements over the common areas and facilities for utilities, roads and other purposes necessary for the proper operation of the Condominium;
(f) Owning, conveying, encumbering, leasing and otherwise dealing with Townhouses conveyed to it or purchased by it or by the Association as the result of enforcement of a lien for common expenses or otherwise.
(g) Obtaining of insurance for the common areas and facilities and for Townhouses as provided elsewhere in the By-Laws of the Association.
(h) Making repairs, additions, improvements to or alteration of the common areas and facilities in accordance with the other provisions of the By-Laws of the Association and as described in the Master Deed.
(i) Enforcement of obligations of the Townhouse Owners.
(j) Adoption of rules and regulations relating to the use, upkeep, or preservation of the Condominium.
(k) Designation of portions of the common areas and facilities under their control for any purpose which the Board of Governors in its discretion deems to be in the best interest of the Condominium as a whole.
(l) Election to purchase on behalf of the Association any Townhouse in the Condominium at a foreclosure sale as hereinafter provided; provided, however, that any such purchase by the Association shall have the prior approval of eighty-five percent (85%) of the Townhouse Owners.
(m) Purchase or acquisition in the name of the Association of easements or other appurtenant rights and the power to designate such rights and easements as part of the common areas of the Condominium.
Section 5 – The First Board of Governors and Subsequent Boards
The First Board of Governors shall be designated by the Declarant and shall consist of two (2) members who shall served until the Second Annual Meeting of the Members of the Association held pursuant to the provisions of Article V of the By-Laws of the Association. At each Annual Meeting, beginning with the Second Annual Meeting of the Members of the Association, all the members of the Board of Governors shall be elected by the Members of the Association to fill vacancies in the Board of Governors and/or vacancies created by expiration of a term, and all such successors to the First Board of Governors shall be Townhouse Owners and Members of the Association. Any Governor elected to fill a vacancy in the Board of Governors otherwise created shall be elected to fill the unexpired term.
Section 6 – Removal of Governors
Except for the members of the initial Board of Governors, Governors may be removed for cause and a successor elected by an affirmative vote of the majority of the Members of the Association. However, removal of members of the First Board of Governors prior to the expiration of their respective terms shall require unanimous vote of all Members of the Association, including the Declarant if it shall own any Townhouses or land in the Condominium whether or not built upon at the time.
Section 7 – Vacancies in the Board of Governors
Vacancies in the Board of Governors caused by any reason other than the removal of governor under Section 6 of this Article, shall be filled by vote of a majority of the remaining Governors at a special meeting of the Board of governors held for that purpose, which meeting shall be held promptly after the occurrence of any such vacancy, even though the Governors present at such meeting may constitute less than a quorum, and each person selected shall be a Governor until the next Annual Meeting or Special Meeting of the Members of the Association duly called and held for the purpose of electing a Governor to fill the vacancy until the expiration of the term. Except for members of the First Board of Governors, no Governor shall continue to serve as such if he shall cease to be a Townhouse Owner or a member of the Association during his term of Office.
Section 8 – Board of Governors Meeting Following First Annual Meeting
Following the first Annual Meeting of Members of the Association, there shall be a meeting of the Board of Governors within ten (10) days, at such time and place as shall be fixed by the Townhouse Owners at the meeting at which such Board of Governors shall have been elected, and no notice shall be necessary to the Governors in order legally to constitute such meeting, provided a majority of the whole Board of Governors shall be present thereat.
Section 9 – Regular Meetings
Regular meetings of the Board of Governors 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 Governors. Notice of regular meetings of the Board of Governors shall be given to each Governor by mail at least three (3) business days prior to the day named for such meeting.
Section 10 – Special Meetings
Special meetings of the Board of Governors may be called by the President of the Association on three (3) business days notice to each Governor given by mail, which notice shall state that time, place and purpose of the meeting. Special meetings of the Board of Governors shall be called by the President or Clerk in like manner and on like notice on written request of at least (3) Governors.
Section 11 – Waiver of Notice of Meetings
Any Governor May at any time waive notice of any meeting of the Board of Governors in writing and such waiver shall be deemed equivalent to the giving of such notice.
Section 12 – Quorum
At all meeting of the Board of Governors, a majority of the members thereof shall constitute a quorum for the transaction of businesses, and the votes of a majority of the Governors present at a meeting at which a quorum is present shall constitute the decision of the Board of Governors. If at any meeting of the Board of Governors, there shall be less than a quorum present, a majority of those present may adjourn the meeting from time to time without further written notice.
Section 13 – Surety Bonds
The Board of Governors shall seek adequate surety bonds for all officers and employees of the Association handling or responsible for the Association funds. A management agent which handles funds for the Association shall also be covered by its own fidelity bond. Except for bonds which a management agent obtains for its personnel, all bonds shall name the Associate as an obligee. The premium on such bonds shall constitute a common expense. The bonds shall cover the maximum funds which will be in the custody of the Association or its management agent at any time while the bond is in force, and, in addition, shall equal or exceed the sum of 3 months’ assessments on all Townhouses plus the Association’s reserve fund. The bonds shall provide for at least ten (10) days’ written notice to the Association and to all mortgagees of Townhouses prior to cancellation or modification.
Section 14 – Compensation of the Board of Governors
No member of the Board of Governors shall receive any compensation from the Association for acting as such, except for reimbursement of necessary and duly incurred expenses.
Section 15 – Governors Not Liable
The Governors shall not be liable to the Members of the Association for any mistake of judgment, negligence, or otherwise, except for their own individual willful misconduct or bad faith. The Townhouse Owners shall indemnify and hold harmless each member of the Board of Governors against all contractual liability to others arising out of contracts made by the Board of Governors on behalf of the Association unless any such contract shall have been made in bad faith or contrary to the provisions of the Master Deed or the By-Laws of the Association and, excepting the foregoing, members of the Board of Governors shall have no personal liability with respect to any contract made by them on behalf of the Association. The First Board of Governors is specifically authorized to contract for goods or services with the Declarant, and employees and affiliates of the Declarant whether or not such persons are then members of the Board of Governors, and no such contracting shall be deemed to involved a conflict of interest. It is also intended that the liability of any Townhouse Owner arising out of any contract made by the Board of Governors out of the aforesaid indemnity shall be limited to such proportion of the total liability thereunder as the percentage of beneficial interest appurtenant to the Townhouses owned by him bears to the total percentage of beneficial interest held by Townhouse Owners in the Condominium, except those Townhouses owned by the Association. Every agreement made by the Board of Governors, their agents or appointees on behalf of the Association shall provide that the members of the Board of Governors, or their agents or appointees, as in the case may be, are acting only as agents for the Association and have no personal liability hereunder, except as Townhouse Owners and that each Townhouse Owners’ liability thereunder shall be limited to the interest appurtenant to the Townhouse owned by him bears to the total percentage of beneficial interest held by Townhouse Owners in the Condominium, except for those Townhouses owned by the Association.
Section 16 – Records
The Board of Governors shall cause to be kept detailed records of the actions of the Board of Governors and the Association, including but not limited to minutes of the meetings of the Board of Governors, minutes of the meetings of the Townhouse Owners and financial records and books of account of the Association, which records shall be made available for inspection by Townhouse Owners and their authorized agents and by holders, insurers, and guarantors of first mortgages which are secured by Townhouses in the Condominium during reasonable business hours.
Section 17 – Annual Report
An annual report of the receipts and expenditures of the Condominium shall be made at the end of each fiscal year by a certified public accountant. The Board of Governors shall cause this report to be made and a copy of such report to be sent to each Townhouse Owner and to each holder, insurer and guarantor of any first mortgage which is secured by a Townhouse in the Condominium submitting written request therefore promptly after is it made. In addition, a copy of such report shall be kept on file at the office of the Association and shall be made available for inspection by the Townhouse Owners and their authorized agents and by holders, insurers and guarantors of first mortgages which are secured by Townhouses in the Condominium during reasonable business hours.
Paul Revere Village Association ByLaws
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