The
officers of this Association shall be a President, [a
Vice-President], a Secretary, and a Treasurer, and such
other officers as the Board may from time to time by
resolution create.
Section
2. Election and Tenure of Officers
Officers
shall be elected by and from the Board within seven
(7) days after the first meeting of owners (organizational
meeting) at which meeting said Board members were elected
by secret written ballot a both Board members and officers
shall hold office for one (1) year unless sooner removed.
Section
3. Removal of Officers
On
affirmative vote of fifty-one (51%) percent of the Board
present and entitled to vote in any duly constituted
meeting, any officer may be removed either with or without
cause and his successor elected at any regular or special
meeting of the Board called for that purpose. Any such
person removed from his position as officer may remain
on the Board subject to the will of the owners pursuant
to Article VI.
Section
4. Vacancies
In
the event of a vacancy in any office because of death,
incapacity, resignation, removal, or any other cause,
such vacancy shall be filled as promptly as possible
by vote of the Board in the manner prescribed herein
for regular election to such office.
Section
5. President
The
President shall preside at all meetings and have all
powers and duties which usually vested in the office
of President of a non-profit corporation, including
but not limited to, the power to appoint committees
from among the owners from time to time and he may,
in his discretion, decide what is appropriate in connection
with the management of the project. He shall be the
principal executive officer of the Association and subject
to control of the Board, shall supervise all business
and affairs of the Association and officers thereof.
Section
6. Vice-President
The
Vice-President shall act in the place of the President
in the event of his absence, inability or refusal to
exercise and discharge such other duties as my be required
of him by the Board.
Section
7. Secretary
The
Secretary shall keep a record book in which shall be
kept the minutes of al regular and special meetings
of the owners and an informal summary of all actions
taken at the meetings of the Board. The Secretary shall
also send out or deliver notices of regular and special
meetings of owners and of the Board. Further, he shall
have all powers and duties vested in the Secretary of
a non-profit corporation or assigned to him from time
to time by the President or by the Board.
Section
8. Treasurer
The
Treasurer shall maintain an accurate record of all receipts
and disbursements in connection with the operation of
the project. At such time as a professional management
agent is not managing the project, he shall collect
maintenance fees periodically from each owner, give
proper receipt thereof and promptly deposit same in
a joint bank account of the Association. Additionally,
he shall cause an annual operating statement to be distributed
to each owner no later than ninety (90) days after the
end of the fiscal year and shall perform such other
duties as from time to time are assigned to him by the
President or by the Board.
Section
9. Subordinate Officers
The
Board may appoint subordinate officers, each of whom
shall hold office at the discretion of the Board.
Section
10. Signing of Checks
All
checks for payment of obligations and expenses of the
owners as a whole shall be signed by no fewer that two
(2) officer. Until such time as a management agent is
employed, the Treasurer shall draw and sign all checks
and the President shall countersign same, when he is
available. In the absence of the President or Treasurer,
the Secretary may sign and/or countersign checks. Further,
during such time as a management agent is employed,
the Treasurer shall act as the liaison officer between
the Board and the professional management agent, if
any.
Section
11. Non-Liability of Officers and Directors
No
Officer or Director shall be liable for acts or defaults
of any other officer or member, or for any loss sustained
by the Association, or any member thereof, unless the
same has resulted from is own willful and wanton misconduct
or negligence. Every officer, director and member of
the Association shall be indemnified by the Association
against all reasonable costs, expenses and liabilities,
including attorney's fees and court costs, actually
or necessarily incurred by or imposed upon him in connection
with any claim, action, suit, proceeding, investigation
or inquiry of whatever nature in which he may be involved
as a part or otherwise by the reason of his having been
an officer, director or member of the Association, whether
or not he continued to be such at the time of the incurring
or imposition of such costs, expenses or liabilities,
except in relation to matters as to which he shall be
finally adjudges in such action, suit, proceedings,
investigation or inquiry to be liable for willful misconduct
or negligence toward the Association in the performance
of his duties, or in the absence or such final adjudication,
any determination of such liability by opinion of legal
counsel, selected by the Association. The foregoing
right of indemnification shall be in addition to and
not in limitation of all rights and shall inure to the
benefit of legal representation of such person.
Section
12. Fidelity Bonds
All
officers of the Association handling or responsible
for any funds received or collected by the Association,
shall furnish adequate fidelity bonds. The premium of
said binds shall be paid by the Association as a common
expense.
