Code of Regulations
CODE OF REGULATIONS FOR BECKETT RIDGE ASSOCIATION – I
ARTICLE I – GENERAL
SECTION 1. Name and Nature of the Association.
The name of the Association is Beckett Ridge Association – I, an Ohio nonprofit corporation, its successors and assigns and shall also include Beckett Ridge Association – II, an Ohio nonprofit corporation which was merged into Beckett Ridge Association – I by a Certificate of Merger filed with the Secretary of State on March 22, 1990.
SECTION 2. Membership.
Each owner upon acquisition of title to a Parcel shall automatically become a member of the Association. Such Membership shall terminate upon the sale or other disposition by such Member of his or her Parcel ownership, at which time the new Owner of such Parcel shall automatically become a Member of the Association.
SECTION 3. Definitions.
The terms used in this Code of Regulations shall have the same meaning as set forth in the Amended and Restated Declaration of Common Open Space for Beckett Ridge Association – I, recorded in Volume ________, page ________ of the Official Records of Butler County, Ohio, including any amendments or supplements thereto unless the context shall prohibit.
ARTICLE II – MEETINGS OF MEMBERS
SECTION 1. Place of Meetings.
Meetings of the Association shall be held at the principal office of the Association or at such other suitable place convenient to the Members as may be designated by the Board of Directors either in the West Chester Township, Butler County, Ohio or as convenient thereto as possible and practical.
SECTION 2. Annual Meetings.
The annual meeting shall be the third Tuesday of March of each year, unless the Board determines that it should be held at a different date within two months thereof. The annual meeting of the Members shall be held at a time as set by the Board.
SECTION 3. Special Meetings.
The President may call special meetings. In addition, it shall be the duty of the President to call special meetings of the Association if so directed by resolution of a majority of a quorum of the Board of Directors or a written petition signed by at least twenty-five (25%) percent of the total votes of the Association. The notice of special meetings shall state the date, time and place of such meeting and the purpose thereof. No business shall be transacted at special meetings except as stated in the notice.
SECTION 4. Notice of Meetings.
It shall be the duty of the Secretary to cause to be delivered to the Owner of record of each Parcel a notice of each annual or special meetings of the Association stating the purpose of the meeting, as well as the time and place where it is to be held. Notice shall be given in accordance with Article VIII, Section 7. Notices for meetings of the Members shall be served not less than ten (10) nor more than sixty (60) days before a meeting.
SECTION 5. Waiver of Notice.
Waiver of notice of a meeting of the Members shall be deemed the equivalent of proper notice. Any Member may, in writing, waive notice of any meeting of the Members, either before or after the holding of such meeting. In the event of attendance of any Member at any meeting without protesting, prior to or at the commencement of the meeting, the lack of proper notice shall be deemed to be a waiver by him or her of notice of such meeting.
SECTION 6. Adjournment of Meetings.
If any meetings of the Association cannot be held because a quorum is not present, a majority of the Members who are present at such meeting, either in person or by proxy, may adjourn the meeting to a time not less than five (5) nor more than thirty (30) days from the time the original meeting was called. At such adjourned meeting at which a quorum is present, any business which might have been transacted at the meeting originally called may be transacted. If the time and place of the adjourned meeting are not fixed by those in attendance at the original meeting, or if for any reason a new date is fixed for the adjourned meeting after adjournment, notice of the time and place of the adjourned meeting shall be given to Members in the manner prescribed for special meetings.
Those present at a duly called or held meeting at which a quorum is present may continue to do business until adjournment, notwithstanding the withdrawal of enough Members to leave less than a quorum, provided that any action taken shall be approved by at least a majority of Members required to constitute a quorum.
SECTION 7. Voting Rights.
Each Parcel shall have one vote. If only one of several Owners for a Parcel is present at a meeting of the Association, that Owner is entitled to cast the vote allocated to that Parcel. If more than one of the Owners is present, the vote allocated to that Parcel may be cast only in accordance with the agreement of a majority in interest of the Owners. There is majority agreement if any one of the Owners casts a vote allocated to that Parcel without protest being made promptly to the person presiding over the meeting by any of the other Owners of the Parcel. The Association may adopt rules regarding deadlocks. No votes allocated to a Parcel owned by the Association may be cast.
Unless expressly reserved and the Association is notified of such reservation, a land contract vendee as defined in Chapter 5313 of the Revised Code, shall be deemed the proxy of a land contract vendor for purposes of this section.
SECTION 8. Proxies.
A vote allocated to a Parcel may be cast pursuant to a proxy duly executed by an Owner. If a Parcel is owned by more than one person, each Owner of the Parcel may vote or register protest to the casting of votes by the Owners of a Parcel through a duly executed proxy. An Owner may revoke a proxy given pursuant to this section only by actual notice of revocation to the person presiding over a meeting of the Association. A proxy is void if it is not dated or purports to be revocable without notice. Except as hereinafter provided, a proxy shall terminate one year after its date, unless it specifies a shorter time. If a first mortgagee has been designated a proxy under the terms of a first mortgage covering the Parcel, its presentation to the Board of a copy of the mortgage shall be notice of the proxy designation, and if the mortgage so states, of the irrevocability of that designation. Written notice to the Board or notice in a meeting of a revocation of a proxy designation shall not affect any vote or act previously taken. Each proxy shall automatically cease upon conveyance of the Parcel.
SECTION 9. Majority of Owners.
As used in this Code of Regulations, the term majority shall mean those votes, Owners, Members or other group as the context may indicate totaling more than fifty (50%) percent of the total number.
SECTION 10. Members in Good Standing.
Voting shall be limited to Members in good standing, which shall be Members whose assessments and any sums due the Association have been paid by the date set by the Board for such determination.
SECTION 11. Quorum.
Except as otherwise provided in these Code of Regulations or in the Declaration, those Members in Good Standing present, in person or by proxy, representing 15 % of the Members in Good Standing, shall constitute a quorum at all meetings of the Association. Any provision in the Declaration concerning quorums is specifically incorporated herein.
SECTION 12. Conduct of Meetings.
The President shall preside over all meetings of the Association, and the Secretary shall keep the minutes of the meeting and record in the minute book all resolutions adopted, as well as a record of all transactions occurring thereat.
SECTION 13. Action Without A Meeting.
Any action which may be authorized or taken at a meeting of the members, except the election of Board members, may be authorized or taken without a meeting with the affirmative vote or approval, and in writing or writings signed by not less than a majority of the Members. Any such writing shall be entered into the minute book of the Association.
ARTICLE III – BOARD OF DIRECTORS
SECTION 1. Governing Body.
Except as otherwise provided by law, the Articles of Incorporation, the Declaration or this Code of Regulations, all of the authority of the Association shall be exercised by or under the direction of the Board of Directors.
SECTION 2. Number and Qualification of Directors.
The Board of Directors in the Association shall consist of seven (7) persons. The spouse of an Owner is qualified to act as a Director if both the Owner and the spouse occupy the Parcel. If an Owner is not an individual, that Owner may nominate for the Board of Directors any principal, member of a limited liability company, partner, director, officer, or employee of that Owner.
SECTION 3. Nomination of Directors.
Except for Directors selected by the Declarant, nominations for election of the Board of Directors shall be made by a Nominating Committee. The Nominating Committee shall consist of a Chairman, who shall be a member of the Board, and two (2) or more Members of the Association. The Nominating Committee shall be appointed by the Board at each annual meeting of the Members to serve from the close of such annual meeting until the close of the next annual meeting. The Nominating Committee shall make as many nominations for election to the Board as it shall in its discretion determine but in no event less than the number of vacancies or terms to be filled. Nominations shall be permitted from the floor. All candidates shall have a reasonable opportunity to communicate their qualifications to the Members and to solicit votes.
SECTION 4. Election of Directors.
The Directors shall be elected at each annual meeting of the Members of the Association or at a special meeting called for the purpose of electing Directors. At a meeting of Members of the Association at which Directors are to be elected, only persons nominated as candidates shall be eligible for election as Directors and the candidates receiving the greatest number of votes shall be elected. The Board may adopt rules regarding nominations and procedure for elections. Election to the Board shall be by secret written ballot and at such elections, the Members or their proxies may cast, in respect to each vacancy, such voting power as they are entitled to exercise under the provisions of the Declaration. No cumulative voting is permitted.
In the event that the Members fail to elect a Director or any Director at the annual meeting, for any reason, including failure to obtain a quorum for such meeting, the current Board shall by a majority of its members, elect a Director or Directors to serve for the unfilled term.
SECTION 5. Term of Office; Resignations.
Each Director shall hold office for a term of two (2) years and until his or her successor is elected, or until his or her earlier resignation, removal from office, or death. It is intended by these Code of Regulations that the terms of the Directors shall be staggered with three (3) Directors being elected in odd numbered years and four (4) Directors being elected in even numbered years. The initial terms of the Directors elected under this Code shall be adjusted to carry out this intent.
Any Director may resign at any time by oral statement to that effect made at a meeting of the Board of Directors or in writing to that effect delivered to the Secretary of the Association. Such resignation to take effect immediately or at such other time as the Director may specify. In the event of death or resignation of a Director, his or her successor shall be selected by a majority of the remaining members of the Board and shall serve for the unexpired term of the predecessor.
Compensation. Members of the Board of Directors shall serve without compensation, except that they may be reimbursed for actual expenses incurred on behalf of the Association.
SECTION 7. Removal of Directors.
At any regular or special meeting of the Association duly called, any one or more of the members of the Board of Directors may be removed, with or without cause, by a majority vote of the Owners, and a successor may then and there be elected to fill the vacancy thus created. A Director whose removal has been proposed shall be given at least ten (10) days notice of the calling of the meeting and the purposes thereof and shall be given an opportunity to be heard at the meeting. Additionally, any Director who has three (3) unexcused absences from Board meetings or who is delinquent in payment of an Assessment for more than twenty (20) days may be removed by a majority vote of the Directors at meeting, a quorum being present.
SECTION 8. Organization Meetings.
The first meeting of the members of the Board of Directors following each annual meeting of the Members shall be held within thirty (30) days thereafter at such time and place as shall be fixed by the Board.
SECTION 9. Regular Meetings.
Regular meetings of the Board of Directors may be held at such time and place as shall be determined from time to time by a majority of the Directors, but at least four (4) such meetings shall be held during each fiscal year with at least one (1) per quarter.
SECTION 10. Special Meetings.
Special meetings of the Board of Directors shall be held when called by written notice signed by the President or Secretary of the Association, or by any two (2) Directors. The notice shall specify the time and place of the meeting and the nature of any special business to be considered.
SECTION 11. Notice of Meetings; Waiver.
Notice of the time and place of each meeting of the Directors, whether regular or special, shall be given to each Director at least seventy-two (72) hours before the time set for the meeting in accordance with Article VII, Section 7.
Waiver of notice of meetings of the Directors shall be deemed the equivalent of proper notice. Any Director may, in writing, waive notice of any meeting of the Board, either before or after the holding of such meeting. Such writing shall be entered into the minutes of the meeting. In the event of attendance of any Director at any meeting without protesting, prior to or at the commencement of at the meeting, the lack of proper notice shall be deemed to be a waiver by him or her of notice of such meeting.
SECTION 12. Quorum of the Board of Directors.
At all meetings of the Board of Directors, a majority of the Directors shall constitute a quorum for the transaction of business, and the votes of a majority of the Directors present at a meeting at which a quorum is present shall constitute the decision of the Board. A meeting at which a quorum is initially present may continue to transact business, notwithstanding the withdrawal of the Directors, if any action taken is approved by at least a majority of the required quorum for that meeting. Notice of adjournment of a meeting need not be given if the time and place to which it is adjourned are fixed and announced at such meeting. At such adjourned meeting at which a quorum is present, any business which might have been transacted at the meeting originally called may be transacted.
SECTION 13. Conduct of Meetings.
The President shall preside over all meetings of the Board of Directors, and the Secretary shall keep the minutes of the meeting and record in the minute book all resolutions adopted, as well as a record of all transaction occurring thereat.
SECTION 14. Open Meetings.
All meetings of the Board of Directors shall be open to all Members of the Association, but Members other than the Directors may not participate in any discussion or deliberation unless expressly so authorized by a majority of a quorum of the Board.
SECTION 15. Executive Session.
The Board may, with approval of a majority of a quorum, adjourn a meeting and reconvene in executive session to discuss and vote upon personnel matters, litigation in which the Association is or may become involved, or orders of business of similar nature. The nature of any and all business to be considered in executive session shall first be announced in open session.
SECTION 16. Action Without A Meeting.
Any action which may be authorized or taken at a meeting of the Board of Directors may be authorized or taken without a meeting with the affirmative vote or approval, and in writing or writings signed by all the Directors. Any such writing shall be entered into the minute book of the Association.
SECTION 17. Voting By Directors.
A Director who is present at a meeting of the Board or any committee meeting when corporate action is taken shall be deemed to have assented to the action taken unless:
- He or she objects at the beginning of the meeting (or promptly upon arrival) to holding it or transacting business at the meeting;
- His or her dissent or abstention from the action taken is entered in the minutes of the meeting; or
- He or she delivers written notice of his or her dissent or abstention to the presiding officer of the meeting before its adjournment or to the Corporation immediately after adjournment of the meeting. This right of dissent or abstention shall not be available to a Director who votes in favor of the action taken.
ARTICLE IV – OFFICERS
SECTION 1. Officers.
The officers of the Association shall be a President, Vice President, Secretary and Treasurer. The Board of Directors may elect such other officers, including one or more Assistant Secretaries and one or more Assistant Treasurers, as it shall deem desirable, such officers to have the authority and perform the duties prescribed from time to time by the Board. Any two or more offices may be held by the same person, excepting the offices of President and Secretary. The President and Treasurer shall be elected from among members of the Board of Directors.
SECTION 2. Election; Term of Office; Vacancies.
The officers of the Association shall be elected annually by the Board of Directors at the first meeting of the Board following each annual meeting of the Members, as herein set forth in Article III. A vacancy in any office arising because of death, resignation, removal or otherwise may be filled by the Board for the unexpired portion of the term.
SECTION 3. Removal.
Any officer may be removed by the Board of Directors whenever in its judgment the best interests of the Association would be served thereby.
SECTION 4. Powers and Duties.
The officers of the Association shall each have such powers and duties as generally pertain to their respective offices, as well as such powers and duties as may from time to time be specifically conferred or imposed by the Board. The President shall be the chief executive officer of the Association. The Treasurer shall have the primary responsibility for the preparation of the budget and may delegate all or part of the preparation and notification duties to a finance committee, management agent or both.
SECTION 5. Resignation.
Any officer may resign at any time by giving written notice to the Board of Directors, the President, or the Secretary. Such resignation shall take effect on the date of the receipt of such notice or at any later time specified therein, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
ARTICLE V – COMMITTEES
SECTION 1. General.
Committees to perform such tasks and to serve for such periods as may be designated by a resolution adopted by a majority of the Directors present at a meeting at which a quorum is present are hereby authorized. Such committees shall perform such duties and have such powers as may be provided in the resolution. Each committee be composed as required by law and operate in accordance with the terms of the resolution of the Board designating such committee or with rules adopted by the Board and to the full extent permitted by law.
SECTION 2. Executive Committee.
The Board of Directors may, by resolution adopted or signed by all of the Directors, appoint an Executive Committee to consist of three or more Directors. The Board may delegate any or all of its duties to such committee. Any resolution or writing appointing such committee must acknowledge the responsibility of all of the Directors for the operation and administration of the Association.
SECTION 3. Architectural Control Committee.
The Board of Directors may appoint an Architectural Control Committee which shall be responsible for plan approval in accordance with Article IX of the Declaration. In addition, the committee shall develop and promulgate architectural standards and guidelines with respect to those matters that are within the Association’s authority to regulate.
SECTION 4. Covenants Committee.
The Board of Directors may, appoint a Covenants Committee consisting of at least five (5) and no more than seven (7) members. Acting in accordance with the provisions of the Declaration, this Code of Regulations and resolutions adopted by the Board, the Covenants Committee, if established, shall be the hearing tribunal of the Association and shall conduct all hearings held pursuant to Article VII, Section 3 of this Code of Regulations.
SECTION 5. Neighborhood Committees.
In addition to any other committees appointed as provided above, the Board may establish a Neighborhood Committee for each Neighborhood which does not have a Neighborhood Association. Such Neighborhood Committee shall consist of at least three (3) members, but not more than five (5) members.
The members of each Neighborhood Committee shall be elected by the vote of the Owners of the Parcels within that Neighborhood at an annual meeting of such Owners. The quorum for such meeting shall be those Owners present, in person or by proxy; representing at least twenty-five (25%) percent of the total votes in the Neighborhood. Committee members shall be elected for a term of one (1) year or until their successors are elected and seated. Any Director elected to the Board of Directors from a Neighborhood shall be an ex officio member of the Neighborhood Committee. It shall be the responsibility of the Neighborhood Committee to determine the nature and extent of services, if any, to be provided to the Neighborhood by the Association in addition to those provided to all Members of the Association in accordance with the Declaration. A Neighborhood Committee may advise the Board on any other issue, but shall not have the authority to bind the Board of Directors.
In the event that the Owners within a Neighborhood fail to elect Committee members, the Board may, but shall not be obligated, to appoint the members.
In the conduct of its duties and responsibilities, each Neighborhood Committee shall abide by the procedures and requirements applicable to the Board of Directors as set forth in Article III.
ARTICLE VI – DETERMINATION AND PAYMENT OF ASSESSMENTS
SECTION 1. Adoption of Budget.
It shall be the duty of the Board to prepare and adopt a budget covering the estimated Common Expenses of the Association for the coming fiscal year. The budget shall also include a capital contribution or reserve in accordance with a capital budget separately prepared. After adoption of the budget, the Board shall cause the summary of the budget and the Assessments to be levied against each Parcel for the following year to be delivered to each Owner. Such summary shall be delivered at least thirty (30) days prior to the start of the fiscal year. The budget and Assessments shall take effect on the first day of the fiscal year.
SECTION 2. Capital Budget and Contribution.
The Board shall annually prepare a capital budget which shall take into account the number and nature of replaceable assets, the expected life of each asset and the expected repair or replacement cost. The Board shall set the required capital contribution, if any, in an amount sufficient to permit meeting the projected capital needs of the Association, as shown on the capital budget, with respect to both amount and timing by annual assessments over the period of the budget. The capital contribution required shall be fixed by the Board and included within the budget and assessment, as provided in Section 1 of this Article. A copy of the capital budget shall be distributed to each Owner in the same manner as the operating budget.
SECTION 3. Failure to Adopt Budget.
The failure or delay of the Board to adopt a budget as provided herein shall not constitute a waiver or release of the obligation of an Owner to pay the Assessments. In such event, the Assessments based upon the budget last adopted shall continue until such time as the Board adopts a new budget.
SECTION 4. Computation of Assessments.
The Assessments for Common Expenses for each Parcel shall be determined in accordance with the operating budget and the capital contribution budget as they apply to the various Parcels. Unless otherwise determined by the Board, all Assessments shall be charged on an annual basis.
SECTION 5. Payment, Delinquency and Acceleration.
Unless otherwise determined by the Board, all Assessments shall be payable annually. Any installment of an Assessment shall become delinquent if not paid on the due date as established by the Board. With respect to each installment of an Assessment not paid within five (5) days after its due date, the Board may, at its election, require the Owner to pay a reasonable late charge, together with interest at the rate provided in Section 1343.03 of the Ohio Revised Code calculated from the date of delinquency to and including the date full payment is received by the Association. If any installment of an Assessment is not paid within thirty (30) days after its due date, the Board may, at its election, declare all of the unpaid balance of the Assessment for the then current fiscal year, attributable to that Parcel, to be immediately due and payable without further demand and may enforce collection of the full Assessment and all charges thereon in any manner authorized by law, the Declaration and these Code of Regulations.
SECTION 6. Application of Payments.
All payments received by the Association shall be credited in the following order: (a) First, to interest owed to the association; (b) Second, to administrative late fees owed to the association; (c) Third, to collection costs, attorney’s fees, and paralegal fees incurred by the association; (d) Fourth, to the principal amounts the unit owner owes to the association for the common expenses or penalty assessments chargeable against the lot or unit.
SECTION 7. Remedies for Default.
If an Owner is in default of payment of an Assessment, the Board may authorize collection through any lawful means, including foreclosure of the lien. Interest and all costs of such collection, including but not limited to court costs, lien fees, witness and expert witness fees, attorney fees shall be included in the amount due from the Owner and may be collected. The Board may authorize the Association to bid its interest at any foreclosure sale and to acquire, hold, lease, mortgage and convey any Parcel.
ARTICLE VII – ENFORCEMENT OF COVENANTS
SECTION 1. Enforcement Powers.
The Board shall have the power to impose reasonable fines, which shall constitute a lien upon the property of the violating Owner, and to suspend the Owner’s right to vote or to use the Common Open Space for violating any duty imposed under the Declaration, this Code of Regulations, or any rules and regulations duly adopted hereunder. Nothing herein, however, shall authorize the Association or the Board to limit ingress or egress to or from a Unit or to suspend the Owner’s right to vote due to nonpayment of assessments. In the event that an Occupant of a Unit violates the Declaration, this Code of Regulations, or any rules and regulations and a fine is imposed, then the fine shall first be assessed against the Occupant. If the fine is not paid by the Occupant within the time set by the Board, the Owner shall pay the fine upon notice from the Association. The failure of the Board to enforce any provision of the Declaration, this Code of Regulations, or any rules and regulations shall not be deemed a waiver of the right of the Board to do so thereafter. Any fine shall be assessed as a Special Individual Assessment, pursuant to Article IX, Section 9.3 of the Declaration
SECTION 2. Notice and Hearing.
Prior to the imposition of any sanction hereunder, the Board or its delegate shall serve the alleged violator with written notice and a hearing in accordance with the provisions of Article VII, Section 7.6. If a timely challenge is not made, then the sanction stated in the notice shall be imposed.
SECTION 3. Hearing.
If a hearing is requested in a timely manner, then the hearing shall be held in executive session affording the Owner a reasonable opportunity to be heard. Prior to the effectiveness of any sanction hereunder, proof of proper notice shall be placed in the minutes of the meeting. Such proof shall be deemed adequate if a copy of the notice, together with a statement of the date and manner of delivery, is entered by the Officer, Director, or agent who delivered such notice. The notice requirement shall be deemed satisfied if the alleged violator appears at the meeting. The minutes of the meeting shall contain a written statement of the results of the hearing and the sanction, if any, imposed. The Board of Directors or the Covenants Committee may, but shall not be obligated to, suspend any proposed sanction if the violation is cured within the ten (10) day period. Such suspension shall not constitute a waiver of the right to sanction future violations of the same or other provisions and rules by any person.
SECTION 4. Appeal.
Following a hearing before the Covenants Committee, the violator shall have the right to appeal the decision to the Board of Directors. To perfect this right, a written notice of appeal must be received by the manager, President, or Secretary of the Association within thirty (30) days of the hearing date.
SECTION 5. Additional Enforcement Rights.
Notwithstanding anything to the contrary contained within, the Association, acting through its Board of Directors, may elect to enforce any provision of the Declaration, this Code of Regulations, or any rules and regulations of the Association by self-help (specifically including, but not limited to, towing of vehicles that are in violation of parking rules and regulations) or by suit at law or in equity to enjoin any violation or to recover monetary damages or both without compliance with the procedures set forth above. In any such action, to the maximum extent permissible, the Owner or Occupant responsible for the violation of which abatement is sought shall pay all costs, including reasonable attorney’s fees actually incurred.
ARTICLE VIII – MISCELLANEOUS
SECTION 1. Fiscal Year.
The Association may adopt any fiscal year as determined by the Board.
SECTION 2. Parliamentary Rules.
Except as may be modified by Board resolution establishing modified procedures, Robert’s Rules of Order (current edition) shall govern the conduct of Association proceedings when not in conflict with Ohio law, the Articles of Incorporation, the Declaration, or this Code of Regulations.
SECTION 3. Conflicts.
If there are conflicts or inconsistencies between the provisions of Ohio law, the Articles of Incorporation, the Declaration, and these Code of Regulations, the provisions of Ohio law, the Declaration, the Articles of Incorporation, and this Code of Regulations (in that order) shall prevail.
SECTION 4. Books and Records.
Inspection by Members. The membership book, account books and minutes of the Association, the Board and any committee shall be made available for inspection and copying by any Member or by his or her duly appointed representative at any reasonable time and for a purpose reasonably related to his or her interest as a Member at the office of the Association or at such other place within reasonable distance from the Property, as the Board may prescribe.
- Rules for Inspection. The Board shall establish reasonable rules with respect to:
- notice to be given to the custodian of the records by the Members desiring to make the inspection;
- hours and days of the week when such inspection may be made; and
- payment of the administrative cost, as well as the cost of reproducing copies requested by a Member.
- Withholding of Books and Records. Communications, books and records may be withheld from examination or copying by Members to the extent that the records concern:
- information that pertains to Property related personnel matters;
- communications with legal counsel or attorney work product that pertains to pending litigation or other Property related matters;
- information that pertains to contracts or transactions currently under negotiation, or information that is contained in a contract or other agreement containing confidentiality requirements and that is subject to those requirements;
- information that relates to matters involving enforcement of Association documents or rules and regulations promulgated pursuant thereto;
- information, the disclosure of which would be in violation of law; or vi. meeting minutes or other records of an executive session duly called.
- Inspection by Directors. Every Director shall have the absolute right at any reasonable time to inspect all books, records, and documents of the Association and the physical properties owned or controlled by the Association. The right of inspection by a Director includes the right to make extracts and copies of documents at the expense of the Association.
SECTION 5. Records of Unit Owners.
Within thirty days after a Unit Owner takes title to a Parcel, the Owner shall provide the following information in writing to the Association through the Board:
- The home address, home and business mailing addresses, and the home and business telephone numbers of the Owner and all Occupants of the Dwelling Unit;
- The name, business address and business telephone number of any person who manages the Owner’s Dwelling Unit as an agent of that Owner.
- Within thirty days after a change in any information that this section requires, an Owner shall notify the association, through the Board, in writing of the change. When the Board requests, an Owner shall verify or update the information.
SECTION 6. Authorized Communications Equipment.
Authorized communications equipment means any communications equipment which provides a transmission, including, but not limited to, by telephone, telecopy, or any electronic means, from which it can be determined that the transmission was authorized by, and accurately reflects the intention of, the Member or Director involved and, with respect to meetings, allows all persons participating in the meeting to contemporaneously communicate with each other. The Board shall have the right to adopt procedures and guidelines regarding such equipment and its use.
SECTION 7. Notices.
Unless otherwise provided in this Code of Regulations, all notices, demands, bills, statements, or other communications under this Code of Regulations shall be in writing and shall be deemed to have been duly given if delivered personally or sent by telegram, by the use of authorized communications equipment, or by United States mail, express mail, or courier service, with postage or fees prepaid:
- if to a Member, at the address which the Member has designated in writing and filed with the Secretary or, if not such address has been designated, at the address of the residence of such Owner; or
- if to the Association, the Board of Directors, or the Managing Agent, at the principal office of the Association or the Managing Agent, if any, or at such other address as shall be designated by the Board with written notice to the Owners.
- In computing the period of time for the giving of a notice required or permitted under the Articles, the Declaration, the Code of Regulations, or a resolution of its Members or Directors, the day on which the notice is given shall be excluded, and the day when the act for which notice is given is to be done shall be included, unless the instrument calling for the notice otherwise provides. If notice is given by personal delivery or transmitted by telegram, facsimile, telecopy or electronic mail, the notice shall be deemed to have been given when delivered or transmitted. If notice is sent by United States mail, express mail or courier service, the notice shall be deemed to have been given 3 days after deposited in the mail or the next day when deposited with the overnight or same day courier service, instructing the service to make delivery no later than overnight.
- A written notice or report delivered as part of a newsletter or other publication regularly sent to the Members shall constitute a written notice or report if addressed or delivered to the Member’s address shown in the Association’s current list of members, or, in the case of Members who are residents of the same household and who have the same address in the Association’s current list of Members, if addressed or delivered to one of such Members at the address appearing on the Association’s current list of Members.
SECTION 8. Amendment.
Except as otherwise provided by law or the Declaration, this Code of Regulations may be amended by a majority of the Owners. As the provisions of this Code of Regulations are procedural in nature, the Board may adopt implied consent procedures for any amendments. The failure of an Owner to respond within thirty (30) days to any written request of the Association delivered in accordance with Section 7 for approval of an amendment to this Code of Regulation shall constitute an implied consent of the amendment.
SECTION 9. Financial Review.
A review of the accounts of the Association shall be made annually in the manner as the Board of Directors may decide, provided, however, after having received the Board’s report at the annual meeting, the Owners, by majority vote, may require the accounts of the Association to be audited as a Common Expense by a public accountant.