Section 1 - Annual Meetings; Election of Governors
On the third Thursday of June, 1986, the Board of Governors shall call the First Annual Meeting of the Members of the Association. Thereafter, Annual Meetings shall be held on the third Thursday of June each year. In each succeeding year, the date of the Annual Meeting may be changed by proper amendment to the By-Laws of the Association. Beginning with the Second Annual Meeting of the Members of the Association, all the members of the Board of Governors shall be elected by ballot of the Members of the Association in accordance with the provisions of the By-Laws of the Association. The Members of the Association may also transact such other business of the Association as may properly come before them.
Section 2 – Location of Annual Meeting
Meetings of the Members of the Association shall be held at the principal office of the Association or at such other suitable place convenient to the Members of the Association as may be designated by the Board of Governors.
Section 3 – Special meetings
Special meetings of the Members may be called by the President or by the Board of Governors, and shall be called by the Clerk, or in the case of the death, absence, incapacity or refusal of the Clerk, by any other office, upon written application of three or more Members.
Section 4 – Notice of Meetings
It shall be the duty of the Clerk to mail or deliver a notice of each Annual or Special Meeting, stating the purpose thereof as well as the time and place where it is to be held, to each Townhouse Owner of record, at least five (5) but not more than ten (10), days prior to such meeting. The mailing or delivery of a notice in the manner provided in these By-Laws shall be considered notice service. Notice of a meeting need not be given to a Townhouse Owner if a written waiver thereof executed before, during or after the meeting by such Townhouse Owner or his duly authorized attorney or agent, is filed with the records of the meeting.
Section 5 – Quorum
Except as provided otherwise in the By-Laws of the Association, the presence in person or by proxy of a majority of all Members of the Association shall constitute a quorum at all meetings of the Members of the Association. If any meeting of the Members of the Association cannot be held because of lack of a Quorum, a majority in interest of the Members of the Association who are present at such meeting, either in person or by proxy, shall adjourn the meeting to a time not less than forty-eight (48) hours from the time for which the original meeting was called, without further written notice.
Section 6 – Voting
The Member of the Association or some person designated by such Member of the Association to act as proxy on his or their behalf, who need not be a Townhouse, Owner, shall be entitled to cast the vote appurtenant to such Townhouse at any meeting of the Members of the Association, provided the membership represented is not under suspension. The designation of any proxy shall be made in writing to the Clerk, and be revocable prior to the meeting upon written notice to the Clerk by the Member so designating. Any or all Members of the Association present at any meeting of the Members of the Association, including the Declarant, shall be entitled to cast one vote at all meetings of the Members of the Association, which vote shall be weighted by multiplying it by the beneficial interest percentage appurtenant to the Townhouse owned by such Member of the Association as set forth in the Master Deed; provided, however, that the vote attributable to each Townhouse must be voted as an entirety and if owners of a Townhouse shall be unable to agree on the vote to be cast on any issue, their right to vote on that issue shall be deemed waived. Any Townhouses owned by the Association or by the Board of Governors on behalf of the Association shall not be entitled to vote and shall be excluded from the total number of Townhouses in the Condominium when computing the proportionate interest of all other Townhouse Owners for voting purposes, excepting those Townhouses held by the Declarant prior to the initial sale of such Townhouse.
Section 7 – Majority Defined
As used in the By-Laws of the Association, “Majority of Members of the Association” shall mean those Members of the Association having more than fifty percent (50%) of the beneficial interest of all Members of the Association present in person or by proxy and voting at any meeting of the Members of the Association, determined in accordance with Section 6 of this Article. The vote of the majority of Members of the Association present at a meeting at which a quorum is present shall be binding upon all Townhouse Owners for all purposes except when a higher percentage vote is required by law, the Master Deed, or the By-Laws of the Association.
Section 1 – Principal Officers of the Association
The principal officers of the Association shall be the President, the Clerk, and the Treasurer. The initial officers shall be appointed by the Declarant. Subsequent officers shall be elected by the Board of Governors to serve as such officers. In addition, the President and Treasurer shall be Members of the Association. The Board of Governors may appoint an Assistant Treasurer, an Assistant Clerk and such other officers as in its judgment may be necessary.
Section 2 – Selection and Removal of Officers
The officers shall be elected annually at the first meeting of the Board of Governors following the Annual Meeting of Members of the Association, and shall hold office at the pleasure of the Board of Governors or until their successors are elected. Upon affirmative vote of a majority of the Board of Governors at a regular or special meeting thereof called for that purpose, any officer may be removed, either with or without cause, and his successor elected.
Section 3 – President
The President shall be the chief executive officer of the Association. He shall preside at all meetings of the Members of the Association and of the Board of Governors. He shall have all of the general powers and duties which are incidental to the office of President, including but not limited to the power to appoint committees from among the Members of the Association from time to time as he may in his discretion decide are appropriate to assist in the conduct of the affairs of the Association.
Section 4 – Clerk
The Clerk shall keep the minutes of all meetings of the Members of the Association and of the Board of Governors, shall have charge of such books and papers as the Board of Governors may direct, and shall perform all the duties incidental to the office of Clerk and as described elsewhere in the By-Laws of the Association or the Master Deed.
Section 5 – Treasurer
The Treasurer shall have the responsibility for the Association funds and securities and shall be responsible for keeping full and accurate financial records and books of account showing all receipts and disbursements and for the preparation or required financial data. He shall be responsible for the deposit of all moneys and other valuable effects in the name of the Board of Governors or the Association in such depositories as may from time to time be designated by the Board of Governors, and he shall perform all duties incidental to the office of Treasurer. No payment voucher shall be paid unless and until approved by the Treasurer.
Section 6 – Execution of Documents for the Board of Governors
All agreements, contracts, deeds, leases, checks and other instruments of the Association or the Condominium shall be executed by such officer or officers of the Association or by such other person (s) as may be authorized by the Board of Governors.
Section 7 – Compensation of Officers
No officer shall receive any compensation from the Association for acting as such, except for reimbursement of necessary and duly incurred expenses.
Section 8 – Resignation
Any officer may resign at any time by giving written notice to the Board of Governors, the President, or the Clerk. Any such resignation shall take effect at the date of the receipt of such notice or any later time specified therein. Unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
Section 1 – Notice Procedure
Whenever under the provisions of the Master Deed or the By-Laws of the Association, notice is required to be given to the Association, the Board of Governors or any Townhouse Owner, it shall not be construed to require personal notice; but such notice may be given in writing, either by mail, by depositing the same in a post office or letter box in a postpaid, sealed envelope addressed to the Association, the Board of Governors or such Townhouse Owner, respectively, at such address as appears on the books of the Association, provided that such mailing is made in the Commonwealth of Massachusetts, or by delivery to such person’s address. Notice shall be deemed given as of the date of mailing or as of the date of delivery.
Section 2 – Waiver of Notice
Whenever any notice is required to be given under the provisions of the Master Deed, the law, or the By-Laws of the Association, 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.
The Board of Governors shall advise all Townhouse Owners promptly and in writing of the amount of the common charges payable by each of them, respectively, as determined by the Board of Governors and shall furnish copies of each budget on which such charges are based to all Townhouse Owners and to their mortgagees. The Declarant will be required to pay common charges in full on any Townhouse owned by it and either occupied or not sold within six months. A separate statement will be provided each Townhouse Owner by the Association as to charges due for services provided by it on behalf of the Association, including the Townhouse Owner’s share of the charges for services provided to Paul Revere Townhouses Condominium.
Section 3 – Payment of Common Charges
All Townhouse Owners shall pay the common charges assessed by the Board of Governors pursuant to the provisions of the By-Laws or the Association monthly in advance, or at such other time or times as the Board of Governors shall determine.
No Townhouse Owner shall be liable for the payment of any part of the common charges assessed against his Townhouse subsequent to a sale, transfer or other conveyance by him duly recorded with the Worcester District Registry of Deeds including conveyance to the Association.
Subject to the provisions of Section 4 of this Article, a purchaser of a Townhouse shall be liable for the payment of all common charges assessed and unpaid against such Townhouse prior to the acquisition by him of such Townhouse, and a mortgagee or other purchaser of a Townhouse at a foreclosure sale of such Townhouse shall be subject to, and shall be liable for, a lien for the payment of common charges assessed both prior to and subsequent to the foreclosure sale, excepting a first mortgage.
Section 4 – Default
In the event of default by any Townhouse Owner in the payment of the common charges, such Townhouse Owner shall be obligated to pay interest at the rate of fifteen percent (15%)* per annum on such common charges from the due date thereof, together with all expenses including without limitation attorneys’ fees, incurred by the Board of Governors in collecting charges, interest and expenses by action to recover the same brought against such Townhouse Owner, or by foreclosure of the lien for such unpaid charges. (* handwritten note 18% - 1997).
Section 5 – Power to Suspend Membership
In the event of default by any Townhouse Owner in the payment of the common charges, or any other amounts owed the Association, the Board of Governors shall have the power to suspend the Townhouse Owner’s membership in the Association, but such suspension shall remain in effect only until such amounts as are owed are paid.
Section 6 – Foreclosure
In any action brought by the Board of Governors to foreclose a lien on a Townhouse because of unpaid common charges, the Townhouse Owner shall be required to pay a reasonable rental for the use of his Townhouse, if such use continues after the foreclosure, and the plaintiff in such foreclosure action shall be entitled to the appointment of a receiver to collect the same. The Board of Governors acting on behalf of the Association, shall have the power to purchase such Townhouse at the foreclosure sale and to acquire, hold, lease, convey, mortgage (but not to vote the interest appurtenant thereto), or otherwise deal with the same. A suit to recover a money judgment for unpaid common charges shall be maintainable without foreclosing or waiving the lien securing the same.
Section 7 – Statement of Unpaid Common Charges
The Board of Governors shall promptly provide any Townhouse Owner requesting same in writing, with a written certificate of all unpaid common charges due from such owner in form suitable for recording, and the same when recorded with the Worcester District Registry of Deeds shall operate to discharge the Townhouse from any other sums not included in such certificate then unpaid as to bona fide third parties relying on such statement.
Section 8 – Maintenance
(a) All maintenance and replacement of and repairs to any Townhouse, whether structural or not structural, ordinary or extraordinary, and to the doors and windows, electrical, plumbing, heating, water and sewer facilities and fixtures belonging to the Townhouse Owner and not a part of the common areas and facilities or the areas concerning which easements have been conveyed to the Association, shall be done by the Townhouse Owner and at the Townhouse Owner’s expense, except as otherwise specifically provided herein; provided that all repair, replacement, painting, or decorating of the exterior of any Townhouse, including but not limited to doors, windows, trim, clapboard, shingles, roofs, brickwork, and decks, shall be done by the Association, or its appointee, as a common charge, except to the extent that the same are necessitated by the negligence, misuse or neglect of a Townhouse Owner, in which case such expenses shall be charged to such Townhouse Owner in the same manner as a common charge and enforceable in the same manner as a common charge.
(b) All maintenance; repair and replacements to the common areas and facilities or to those areas concerning which easements have been conveyed to the Association shall be done by the Board of Governors or its appointee and shall be included as a common expense of the Association, except to the extent that the same are necessitated by the negligence, misuse or neglect of a Townhouse Owner, in which case such expense shall be charged to such Townhouse Owner in the same manner as a common charge and enforceable in the same manner as common charge. The Association shall have the septic tanks inspected annually and pumped periodically, written verification of which shall be sent each year to the Millbury Board of Health. The Association shall establish a reserve for long-range capital repairs and improvements no later than the date the first Townhouse is sold by the Declarant, such reserve to be in an amount which the Association’s accountant shall deem proper in accordance with generally accepted accounting principles.
Section 9 – Improvement Restriction
No improvements, additions, alterations or other work which in any way alter the exterior, including but not limited to any exterior antennas and window air conditioners, of any Townhouse from its natural or improved state existing on the date such Townhouse was first conveyed by the Declarant shall be made or done except as provided in the Master Deed and herein.
Section 10 – Cost Allotment of Improvements
(a) If fifty percent (50%) or more but less than seventy-five (75%) of the Townhouse Owners agree to make an improvement to the common areas and facilities or to areas concerning which an easement has been granted to the Association, the cost of such improvement shall be borne by the Townhouse Owners so agreeing.
(b) Seventy-five percent (75%) or more of the Townhouse Owners may agree to make an improvement to the common areas and facilities or to the areas concerning which an easement has been granted to the Association, and assess the cost thereof as a common expense, but if such improvement shall cost in excess of ten percent (10%) of the then total value of the Condominium, any Townhouse Owner not agreeing may apply to the Worcester Superior Court, on such notice to the Board of Governors as the Court shall direct, for an order directing the purchase of his Townhouse by the Association at fair market value thereof as approved by the Court. The cost of any such purchase shall be a common expense.
(c) All improvements undertaken pursuant to this Section shall be subject to the prior written approval of the Board of Governors.
Section 11 – Right of Access
A Townhouse Owner shall grant a right of access to his Townhouse to the Association and/or any other person authorized by the Board of Governors or the Association for the purpose of making inspections or for the purpose of correcting any conditions originating in his Townhouse and threatening another Townhouse or common area or facility, or for the purpose of performing installations, alterations, or repairs to the parts of the Condominium over which such person has control and/or responsibility for maintenance. Requests for such access must be made in advance and entry must be at a time reasonably convenient to the Townhouse Owner. In case of an emergency such right of entry shall be immediate, whether the Townhouse Owner is present or not.
Section 12 – Rules and Regulations of the Association
The use of the common areas and facilities in the Condominium shall be subject to rules and regulations from time to time adopted by the Board of Governors. Such rules and regulations shall be called the Paul Revere Village Rules and Regulations and copies of such rules and regulations shall be made available to each Townhouse Owner prior to their effective date.
Paul Revere Village Association ByLaws