By-Laws of the Project

BY-LAWS OF THE PROJECT

The following By-Laws are hereby adopted to govern the affairs of

(herein referred to as “the project” or “the ”) in conjunction with the covenants, restrictions and reservations set forth and contained in the Master Deed of (“Owners”).

ARTICLE I

DEFINITIONS

Unless it is plainly evidenced by the context that a different meaning is intended, the following words and terms as used herein shall have the following meanings:

(a) “Apartment” means an enclosed space consisting of an area occupying all or part of a building of one or more floors or stories in the and designated by appropriate designation as such on the accompanying floor plans, each of which has a direct exit to an exterior entranceway, or to a given common space leading to the outside, shown on the plat and plans of the as a numbered portion or division thereof.

(b) “Owner” or “Co-owner” means and refers to a person, firm, corporation, partnership, association, trust, or legal entity, or any combination thereof, who or which owns an apartment in the .

(c) “Council of Co-Owners” means all of the co-owners as defined in Subsection (b) of this Article, but a majority as defined in Subsection (e) of this Article shall constitute a quorum for the adoption of decisions.

(d) “General Common Elements” means and includes: (1) the land on which all buildings in the stand and all surrounding area as designated on the accompanying plat; (2) the foundations, walls and ceilings to the point where interior finishes thereof are to be affixed, exterior walls, roofs, parking areas, patios, entrances, exits, or communication ways; (3) yards, gardens, streets, walks and green areas; (4) the premises for the lodging of janitors or employees, or any utility services used in common, or general maintenance equipment, and/or offices for persons in charge of the improvements and property of the ; (5) installations for provision of electric power, light, gas, water, television antenna systems, storm and sanitary sewer systems, and the like, to the extent that such facilities serve more than one apartment in the and to the point at which the same extend beyond the dividing line separating general common elements as herein defined and the designated apartments as commonly installed for attachment thereto of appliances and fixtures; (6) garbage incinerators or storage facilities and, in general, all devices or installations existing for common use of owners in the ; and (7) all other components of the buildings and improvements rationally used and intended for the common use or necessary to the operation, use, existence, upkeep and safety of more than a single apartment in the . To the extent of any conflict in the definition of “general common elements” contained herein with the definition thereof in the master deed for the , the provisions of the master deed shall be controlling.

(e) “Majority of Co-owners” means fifty-one percent (51%) or more of owners holding basic values of the property as a whole in accordance with the percentages computed in the provisions of the master deed.

(f) “Person” means an individual, firm, corporation, partnership, association, trust, or other legal entity, or any combination thereof.

(g) “Property” means and includes the land, the buildings, all improvements and structures thereon, and all easements, rights, and appurtenances belonging thereto.

(h) All pronouns used herein include the male, female, and neuter genders and include the singular or plural numbers, as the appropriate case may be, notwithstanding that an inappropriate gender may be used in fact.

ARTICLE II

STATUS OF APARTMENTS WITHIN THE PROJECT

An apartment in the may be individually conveyed and encumbered and may be the subject of ownership, possession or sale and of all types of legal acts as if it were sold and entirely independent of the other apartments in the of which it forms a part, and the corresponding individual titles and interests shall be recordable.

ARTICLE III

JOINT TENANCIES-TENANCIES IN COMMON-TENANCIES BY THE ENTIRETY

Any apartment may be held and owned by more than one person as joint tenants, as tenants in common, as tenants by the entirety, or in any other real estate tenancy relationship recognized under the laws of .

ARTICLE IV

OWNERSHIP OF AN APARTMENT-COMMON ELEMENTS-PERCENTAGES

An apartment owner shall have the exclusive ownership of his apartment and shall have a common right to share, with the other co-owners, in the common elements of the property, equivalent to the percentages assigned by the master deed to the individual apartment, with relation to the whole property. Percentages as determined in the master deed shall have a permanent character, and shall not be altered without the acquiescence of co-owners representing all of the apartments of the . The basic values as so established shall not prevent each co-owner from fixing a different circumstantial value to his apartment in any type of act or contract.

ARTICLE V

INDIVISIBILITY OF THE COMMON ELEMENTS

The common elements shall remain undivided and shall not be the object of an action for partition or division of the co-ownership.

ARTICLE VI

USE OF THE ELEMENTS HELD IN COMMON

Except to the extent herein provided, each co-owner may use the elements held in common in accordance with the purposes for which they are intended, in common with other owners, without hindering or encroaching upon the lawful rights of the other co-owners. Provision of parking as hereafter described, while on common property, shall be subject to the individual rights with respect thereto established in accordance with these By-Laws.

ARTICLE VII

COMMON ELEMENTS

“Common elements” shall mean all land and all portions of the property not located within any apartment or lot and also includes but not k ay of limitation, foundations, roofs, common walls, load bearing walls, perimeter walls, columns and girders to the interior surfaces thereof, pipes, ducts, flues, shoots, conduits, wires and other utility installations to the outlets, regardless of location, entrance and exit and communication ways, parking areas, patios, yards, gardens, roads, streets, caretaker houses, swimming pools, installation for central services such as power, light, gas, refrigeration, reservoirs, water systems and treatment plants, sewer systems, carports, garbage incinerators and, in general, all devices or installations necessary or convenient to its existence, maintenance and safety, or normally in common use serving more than one apartment.

ARTICLE VIII

WAIVER OF THE PROJECT

All of the co-owners or any sole owner of the may waive the and re-group or merge the records of the individual apartments with the principal property; provided, that the individual apartments are unencumbered, or if encumbered, that the creditors in whose behalf the encumbrances are recorded agree to accept as security an undivided portion of the property owned by the debtors in the .

ARTICLE IX

CONTROL

The shall be under the exclusive control and management of the Board of Administration, except to the extent that decisions as provided in these By-Laws are reserved for determination by the Council of Co-owners.

ARTICLE X

NOTICE OF MEETINGS

The annual meeting of the Council of Co-owners shall be held on the in the Month of of each year. Notice of such meeting and of special meetings of the owners shall be given by mail to the owner’s address last reflected in the telephone directory or at such address as such owner may have for an apartment in the and shall be mailed not less than ten days nor more than fifteen days prior to the date of the meeting.

ARTICLE XI

QUORUM

At such meeting of the Council of Co-owners, the president or vice-president shall preside at all meetings. The presence at any duly called meeting of owners having fifty-one percent (51%) or more of the basic value of the property as a whole and as established in the master deed represented by owners present shall constitute a quorum for the conduct of business. Unless otherwise expressly provided in the law, the master deed or these by-laws, any action may be taken at any meeting of the owners upon the affirmative vote of a majority of the voting power of the owners present, which shall be in accordance with their respective percentage of ownership of the total provided that a quorum is present as provided for herein.

ARTICLE XII

REPORTS

At the annual meeting of the Council of Co-owners, the Board of Administration shall present an audit of common expenses (unless the Council of Co-owners shall have unanimously waived the necessity for a formal audit of the ’s financial affairs) itemizing the receipts and disbursements for the preceding calendar year, the allocation thereof to each owner, and the estimated common expenses for the coming calendar year. Within ten days after the annual meeting, such statement shall be delivered or mailed to owners not present, in person, at the annual meeting.

ARTICLE XIII

SPECIAL MEETINGS

Special meetings of the Council of Co-owners may be called at any time for the purpose of considering matters, which by the terms of these by-laws or the master deed, require the approval of all or some of the owners, or for any other reasonable purpose. Such meeting shall be called by written notice, signed by a majority of the Board of Administration, by the President of the Board of Administration, or by owners having one-third or more of the total percentages of ownership of the , and mailed not less than ten days nor more than fifteen days prior to the date fixed for said meeting. Such notices shall specify the date, time and place of the meeting, and the matters to be considered there.

ARTICLE XIV

ELECTION AND PROCEEDINGS OF THE BOARD OF ADMINISTRATION

(a) Election. At each annual meeting of the Council of Co-owners, the co-owners shall elect a Board of Administration for the coming year, consisting of three owners; provided, however, that the first Board of Administration shall consist of who are authorized to act as the Board of Administration until apartments representing more than 50% of the common elements as provided in the Master Deed shall have been sold or conveyed by them to third parties and, in any event, shall serve until the regular first annual meeting held thereafter. Notwithstanding that the provision is here made for a Board of three owners, until there are three individual owners of units in this , the Board of Administration may consist of such smaller numbers as there are individual and separate owners of units in the . Every owner entitled to vote at any election of members for the Board of Administration may accumulate his vote and give one candidate the number of votes equal to the number of members of the Board of Administration to be elected, multiplied by the number of the votes to which such owner is otherwise entitled, and may distribute his votes in the same manner among as many candidates as he chooses. The candidates receiving the highest number of votes up to the number of members of the Board of Administration to be elected shall be deemed to be elected.

(b) Term. Members of the Board of Administration (other than the original members as herein designated) shall serve for a term of three years; provided that the terms of the first elected Board of Administration shall be staggered and by lot one shall be selected to serve for a one year term; one shall be selected to serve for a two year term; and the other shall be selected to serve for a three year term. Thereafter, the terms of the member elected, annually, to the Board of Administration shall be for a term of three years so that one member of the Board of Administration shall be elected each year. Members of the Board of Administration shall serve until their respective successors are elected, or until their death, resignation or removal; provided, that if any member ceases to be an owner, his membership on the Board of Administration shall thereupon automatically terminate.

(c) Resignation and Removal. Any member may resign at any time by giving written notice to the Board of Administration, and any member may be removed from membership on the Board of Administration by a vote of owners holding not less than two-thirds (2/3) of the basic value of the at any time and without cause.

(d) Proceeding. Two members of the Board of Administration shall constitute a quorum, and if a quorum is present, the decision of those present shall be an act of the Board of Administration.

(e) Officers. The Board of Administration shall elect a President who shall preside over both its meetings and those of the owners and have such additional authority and responsibility as may be customary for the chief executive officers of a corporation except to the extent that the provisions of these bylaws may be in conflict; a Vice-President to serve in the absence of the President; and a Secretary who shall be responsible for keeping minutes of meetings of the co-owners and the Board of Administration and other records pertaining to the operations of the . The Board of Administration may select a separate Treasurer to be responsible for the financial records of the , or the Treasurer may also hold another office.

(f) Rules of Order. At all proceedings of the Board of Administration and owners, the conduct thereof shall be in accordance with such regulations as the Board of Administration may adopt not in conflict with these by-laws. Pending any change thereof, Roberts Rules of Order shall govern any matter not otherwise covered to the contrary herein. The Board of Administration may validly act without holding a formal meeting by declaring their action, unanimously, in writing by a memorandum thereof in lieu of a formal meeting.

(g) Notice of Election. After the first election of the Board of Administration, the initial Board of Administration, or the President thereof, may execute, acknowledge and record an affidavit stating the names of the persons elected to membership on the Board of Administration. Thereafter, the President and Secretary of the then current Board of Administration may execute, acknowledge and record in the office of the Circuit Clerk and Ex-officio Recorder of County, , an affidavit stating the names of all of the members of the then current Board of Administration. The most recently recorded of such affidavits shall be prima facie evidence that the persons named therein are all of the incumbent members of the Board of Administration and shall be conclusive evidence thereof in favor of all persons who rely thereon in good faith.

ARTICLE XV

AUTHORITY OF THE BOARD OF ADMINISTRATION

The Board of Administration, for the benefit of the and the owners, shall enforce the provisions hereof and shall acquire and shall pay out of the common expense fund hereinafter provided for, the following:

(a) Water, sewer, garbage collection, electrical, telephone, gas, and other necessary utility services for the common elements to the extent not separately metered or charged to the individual apartments;

(b) A policy or policies of fire insurance as hereafter described in these by-laws with extended coverage endorsement for the full insurable replacement value of the improvements in the payable in the manner herein provided for, and/or such other fire and casualty insurance as the Board of Administration shall determine would give substantially equal or greater protection to the owners and the mortgagees as their respective interests may appear, which said policy or policies shall provide for a separate loss payable endorsement in favor of mortgagees of each apartment, if any;

(c) A policy or policies as specifically hereafter described in these By-Laws insuring the Board of Administration and the owners against any liability to the public or to owners, their invitees, [patients] or tenants, arising as an incident to the ownership and/or use of the , and including personal liability exposures of the owners. Limits of liability under such insurance shall be not less than [$300,000] for any one person injured and for any one accident and shall be not less than [$_____________] for property damage on each occurrence with such limits and coverage to be reviewed at least annually by the Board of Administration and increased in its discretion. Such policies shall be issued on a comprehensive liability basis and shall provide cross liability endorsements wherein the rights of named insureds under the policy or policies shall not be prejudiced with respect of his, her or their actions against another named insured; provided, however, that the Board of Administration by virtue of this admonition does not and shall not be responsible for providing personal liability insurance for any owner with respect to the use of his individual apartment apart from the common elements;

(d) Any necessary workman’s compensation insurance required under the laws of the State of ;

(e) To the extent deemed advisable by the Board of Administration, the services of a person or firm to manage its affairs (herein called “the Manager”) as well as such other personnel as the Board of Administration shall determine to be necessary or proper for the operation and maintenance of the common elements, whether such personnel are employed directly by the Board of Administration or are employed on behalf of the by the Manager;

(f) Legal and accounting services necessary or proper in the operation of the common elements or the enforcement of these By-Laws;

(g) A fidelity bond naming the Manager, and such other persons as may be designated by the Board of Administration as principals, and the owners as obligees, for the first year in an amount at least equal to twenty-five percent (25%) of the estimated cash requirements for the operation of the as determined pursuant hereto and for each year thereafter in an amount at least equal to twenty-five percent (25%) of the total sum collected through the common expense fund during the preceding year;

(h) Painting, maintenance, repair and all landscaping of the common elements and such furnishings and equipment for the common elements as the Board of Administration shall determine are necessary and proper, and the Board of Administration shall have the exclusive right and the duty to require the same for the common elements; provided, however, that interior finishes of walls, ceilings and floors, plumbing and electrical fixtures and hearing and air conditioning systems of each apartment shall be painted, maintained and repaired by the individual owners thereof at their sole cost and expense;

(i) Any other materials, supplies, labor, services, maintenance, repairs, structural alterations, insurance, taxes or assessments which the Board of Administration is required to secure or pay for pursuant to the terms of these by-laws, the master deed or which in its option shall be necessary or proper for the operation of the common elements or for the enforcement of these by-laws; provided, that if any such materials, supplies, labor, services, maintenance, repairs, structural alterations, insurance, taxes or assessments are provided for particular units, the cost thereof shall be specifically assessed to the owners of such units;

(j) Maintenance and repair of any apartment, if such maintenance or repair is reasonably necessary in the discretion of the Board of Administration to protect the common elements or preserve the appearance and value of the and the owners of such apartment have failed or refused to perform such maintenance or repair within a reasonable time after written notice of the necessity of such maintenance or repair delivered by the Board of Administration to the Owner. The Board of Administration shall levy a special assessment against the apartment of such owner for the cost of such maintenance or repairs;

(k) The Board of Administration’s power hereinabove enumerated shall be limited in that the Board of Administration shall have no authority to acquire and pay for out of the common expense fund, capital additions and improvements (other than for purposes of replacing portions of the common elements, subject to all of the provisions of these by-laws) having a cost in excess of $5,000 except as expressly provided herein.

ARTICLE XVI

POWERS OF BOARD OF ADMINISTRATION EXCLUSIVE

The Board of Administration shall have the exclusive right to contract on behalf of the for all goods, services and insurance, payment for which is to be made from the common expense fund, and the actions of the Board of Administration shall be through its properly designated and authorized officers.

ARTICLE XVII

ALTERATIONS, ADDITIONS AND IMPROVEMENTS TO COMMON ELEMENTS

There shall be no structural alterations, capital additions to, or capital improvements of, the common elements requiring an expenditure in excess of $5,000 for any one such alteration, addition or improvement, (and with only one such alteration, addition or improvement per year) without the prior approval by a vote of owners holding not less than a majority of the basic value of the property.

ARTICLE XVIII

ASSESSMENTS FOR COMMON EXPENSES

(a) Annual Budget Estimate. Within thirty (30) days prior to the beginning of each calendar year, the Board of Administration shall estimate the cost of providing the services for which it is obligated under these by-laws during the next ensuing year including a reasonable provision for contingencies and replacements and less any expected income and surplus from the prior year’s fund. The estimated cash requirements for the next ensuing year as so determined shall be assessed to the owners in accordance with their percentages of the total basic value of the as set forth in the master deed to be paid, as nearly as possible, in monthly installments throughout the year. If the estimated cash requirements should prove inadequate, for any reason, the Board of Administration may, at any time, levy a further assessment, which shall be assessed to the owners in like proportions, unless otherwise provided herein. Each owner shall be obligated to pay assessments made pursuant to this Article to the Board of Administration in equal monthly installments on or before the first day of each month during each such year, or in such other reasonable manner as the Board of Administration may designate.

(b) Expenditure of Common Fund. The funds collected in the manner herein provided shall be expended for the purposes designated herein and for no other.

(c) Non-Waiver. The omission by the Board of Administration, before the expiration of any year, to fix the assessments hereunder for that or the next year, shall not be deemed a waiver or modification in any respect of the provision of these by-laws, or a release of the owner or owners from the obligation to pay the assessments, or any installment thereof for that or any subsequent year, but the assessments fixed for the preceding year shall continue until a new assessment is fixed. Amendments to this Article shall be effective only upon unanimous written consent of the owners and their mortgagees. No owner may exempt himself from liability for his contribution towards the common expenses by waiver of the use or enjoyment of any common element or by abandonment of his unit.

(d) The Board or Administration shall keep detailed, accurate record in chronological order, of the receipts and expenditures affecting the common elements, specifying and itemizing maintenance and repair expenses of the common elements and any other expenses incurred. Records and vouchers authorizing the payment involved shall be available for examination by the owners at convenient hours during weekdays.