Section 1. Number and Term. The number of Trustees, which shall constitute the whole Board of Trustees “Board” or “Trustees”, shall be at least three (3) and no more than five (5). Until succeeded by the Trustees elected by the Unit Owners, Trustees need not be residents and Unit Owners. However, Trustees elected at the First Annual meeting as defined herein and all Trustees serving shall be both residents and Unit Owners. Except for the first elected Board, which is described in Section 2 of this Article. Trustees shall be elected for three-year terms on a staggered basis. In any event, however, each Trustee shall hold office until such time as his successor has been elected.
Section 2. Term of the Board Elected at First Annual Meeting. At the first annual meeting, three (3) Trustees shall be elected to serve the following staggered terms. One Trustee shall serve for one year, one Trustee shall serve for two years and one Trustee shall serve for three years. All Trustees positions shall be subject of one vote with three-year term assigned to the Trustee with the most votes, the two-year term assigned to the Trustee with the second most votes and the one year terms assigned to the Trustee with the third most votes. At the end of their respective terms, Trustees shall be eligible for re-election and they or their elected successor shall serve full three-year terms.
Section 3. Powers and Duties. The Board shall have the powers and duties necessary for the administration of the affairs of the Condominium and may do all such acts and things except as by law or by the Master Deed or by these By-Laws may not be delegated to the Board of Trustees by the Unit Owners. Such powers and duties of the Board shall include, but not be limited to, the following:
(a) Operation, care, upkeep and maintenance of the Common Elements.
(b) Determination of the common expenses required for the affairs of the Condominium, including, without limitation, the operation and maintenance of the Property.
(c) Collection of the common charges from the Unit Owners.
(d) Employment and dismissal of the personnel necessary or advisable for the maintenance and operation of the Common Elements.
(e) Adoption and amendment of the Rules and Regulations covering the details of the operation and use of the Common Elements subject to a right of the Unit Owners to overrule the Board (see Article VI Section 14 of the By-Laws).
(f) Opening of bank accounts on behalf of the Condominium and designating the signatories required therefor.
(g) Leasing, managing, and otherwise dealing with the Common Elements.
(h) Owning, conveying, encumbering, leasing and otherwise dealing with Units conveyed to it or purchased by it as the result of enforcement of the lien for common expenses or otherwise.
(i) Obtaining insurance for the Property.
(j) Making of repairs, additions, and improvements to, or alteration of, the Property and repairs to and restoration of the Property in accordance with the other provisions of these By-Laws.
(k) The Board shall have the power to enforce obligations of the Unit Owners, to allocate income and expenses, and to do anything and everything else necessary and proper for the sound management of the Condominium. The Board shall have the power to levy fines against Unit Owners for violations of these By-Laws, Master Deed or reasonable Rules and Regulations established by it to govern the conduct of the Unit Owners in the Common Elements. No fine may be levied for more then $20.00 for any one violation but for each day a violation continues after notice of it shall be considered a separate violation. Collection of fines may be enforced against Unit Owner or Unit Owners involved as if the fines were common charges owed by the particular Unit Owner or Unit Owners. In the case of persistent violation of the Rules and Regulations by a Unit Owner, the Board shall have the power to require such Unit Owner to post a bond to secure adherence to the Rules and Regulations.
(l) Regulation of parking and the unreasonable use of parking spaces in the Common Area including having towed from the Property, at the Unit Owner’s expense, any vehicle in violation of these By-Laws, Master Deed or Rules and Regulations.
(m) Purchase of the Units at foreclosure or other judicial sales in the same of the Condominium or its nominee, corporation or otherwise, on behalf of all Unit Owners.
(n) Organizing corporations or trusts to act as nominees of the Condominium in acquiring title to or leasing of Units on behalf of all Unit Owners.
Section 4. Managing Agent. The Board may employ for the Condominium a managing agent at a compensation established by the Board of Trustees, to perform such duties and services as the Board shall authorize, including, but not limited to, the duties listed in sections (a), (c), (d), (i), and (j) of Section 3 of this Article II. The Board may delegate to the managing agent all of the powers granted to the Board by these By-Laws other than the powers set forth in subsection (b), (e), (g), (h), and (k) of Section 3 of this Article II.
Section 5. First Board of Trustees. The first Board has been designated by the Declarant and consists of three Trustees designated to serve until the first annual meeting of the Unit Owners, held pursuant to Article III, Section 1 of the By-Laws, at which time all Declarant-appointed Trustees shall resign and be replaced by Trustees elected by the Unit Owners, including the Declarant as owner of unsold Units, if any. Any and all of said Trustees shall be subject to replacement, in the event of resignation or death, in the manner set forth in Section 7 of this Article.
Section 6. Removal. Trustees, except the members of the first Board of Trustees, may be removed for cause by an affirmative vote of a majority of the Unit Owners. No Trustee shall continue to serve on the Board if, during his term of office cease to be a resident Unit Owner.
Section 7. Vacancies. Vacancies in the Board caused by any reason other than the removal of a member thereof by a vote of the Unit Owners shall be filled by a vote of a majority of the remaining members at a special meeting of the Board held for that purpose promptly after the occurrence of any such vacancy, even though the member present at such meetings may constitute less than a quorum, and each person so elected shall be a member until the next annual meeting of the Unit Owners at which time said member shall resign and be replaced by a Trustee elected the Unit Owners. Notwithstanding the forgoing, however, vacancies on the Board in positions originally designated by the Declarant shall be filled by designation by the Declarant until the first annual meeting as set forth in Section 2 of Article II.
Section 8. Organization Meeting. The first meeting of the members of the Board following the annual meeting of the Unit Owners shall be held within ten (10) days thereafter, at such time and place as shall be fixed by the Board at the meeting at which such Board shall have been elected, and no notice shall be necessary to the newly elected member of the Board in order legally to constitute such meeting, providing a majority of the whole Board shall be present at said election meeting.
Section 9. Regular Meetings. Regular meetings of the Board 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, but at least two such meetings shall be held during each fiscal year. Notice of regular meetings of the Board shall be given to each member of the Board, by mail or fax, at least five (5) days prior to the day named for such meeting.
Section 10. Special Meetings. Special meetings of the Board may be called by the President on two (2) business days’ notice to each member of the Board, given by mail or fax, which notice shall state the time, place, and purpose of the meeting. Special meetings of the Board shall also be called by the President or Clerk in like manner and on like notice on the written request of at least two (2) members of the Board.
Section 11. Waiver of Notice. Any member of the Board may at any time waive notice of any meeting of the Board in writing and such waiver shall be deemed equivalent to the giving of such notice. Attendance by a member of the Board at any meeting of the Board shall constitute a waiver of notice by him of the time and place thereof unless the member objects in writing at the commencement of the meeting. If all the members of the Board are present at any meeting of the Board, no notice shall be required and any business may be transacted at such meeting.
Section 12. Quorum of Board. At all meetings of the Board, a majority of the members thereof shall constitute a quorum for the transaction of business, and the votes of a majority of the members of the Board present at a meeting at which a quorum is present shall constitute the decision of the Board. If at any meeting of the Board there shall be less than a quorum present, a majority of those present may adjourn the meeting from time to time. At any such adjourned meeting at which a quorum is present, any business which might have been enacted at the meeting originally called, may be transacted without further notice.
Section 13. Action by Unanimous Consent. Any action required or permitted to be taken at any regular or special meeting of the Board may be taken without a meeting if all Trustees consent to the action in writing and the written consent are filed with the Clerk of the Board. Such consents shall be treated for all purposes as a vote at a meeting.
Section 14. Fidelity Bonds. The Board shall obtain adequate fidelity bonds for all officers and employees of the Condominium handling or responsible for Condominium funds. The premium on such bonds shall constitute a common expense.
Section 15. Compensation. No member of the Board shall receive any compensation from the Condominium for acting as such.
Section 16. Liability of the Board of Trustees. The Trustees shall not be liable to the Unit Owners for any mistake of judgement, negligence, or otherwise, except for their own individual willful misconduct or bad faith, and the Board may secure insurance protecting the Trustees against such liability. The Unit Owners shall indemnify and hold harmless each of the Trustees against all contractual liability to others arising out of contracts made by the Board on behalf of the Condominium unless any such contract shall have been made in bad faith or contrary to the provisions of the Master Deed or of these By-Laws. It is intended that the Trustees shall have no personal liability with respect to any contract made by them on behalf of the Condominium. It is understood and permissible for the original Board, who are members of or employed by the Declarant, to contract with the Declarant and affiliated corporations without feat of being charged with self-dealing. It is also intended that the liability of any Unit Owner arising out of any contract made by the Board or out of the aforesaid indemnity in favor of the Trustees shall be limited to such proportion of the total liability thereunder as his interest in the Common Elements bear to the interests of all the Unit Owners in the Common Elements. Every agreement made by the Board or by the managing agent, or by the manager on behalf of the Condominium shall provide that the Trustees, or the managing agent, as the case may be, are acting only as agent for the Unit Owners and shall have no personal liability thereunder (except as Unit Owners), and that each Unit Owner’s liability thereunder shall be limited to such proportion of the total liability thereunder as his interest in the Common Elements bears to the interest of all Unit Owners in the Common Elements.
Section 17. Certification re Status of Board. Notwithstanding the provisions of Article IV, Section 8, any instrument signed by a majority of the Board named in the Master Deed or a majority at any time of the members of the Board as they appear of record, and duly attested as the act of the Condominium, may be relied upon as establishing conclusively that such instrument was the free act of the Condominium, and shall be binding upon the Condominium. No purchaser, mortgagee, lender or other person dealing with the Board shall be bound to ascertain or inquire further as to the persons who are then members of the Board nor be affected by any notice, implied or actual, relative thereto, other than a certificate, signed by the Clerk of the Association and recorded in Worcester Northern District Registry of Deeds, and such recorded certificate shall be conclusive evidence of the membership of the Board and any changes therein.
Source: Consolidation of the Liberty Commons Condominium Declaration of Trust and By-Laws as recorded in the Worcester Northern District Registry of Deed in Book 3785, Page 151 and the First Amendment to Liberty Commons Condominium Declaration of Trust and By-Laws as recorded in the Worcester Northern District Registry of Deed in Book 4129, Page 72.
Information Last Refreshed On: 7/13/2012