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2) Applicability. The provisions of these Bylaws are applicable to the Property and the use,
occupancy, sale, lease or other transfer thereon.
3) Office. The office of CMAIO and of the Board of Directors (further known as BOD)
shall be located at The Club at Christmas Mountain, or at such other place as may be
designated from time to time by the BOD. The address of CMAIO is: 100 Christmas
Mountain Road, The Club at Christmas Mountain, Glen, NH 03089
ARTICLE II
INTERVAL WEEK OWNERS ASSOCIATION
1) Composition. All Interval Week Owners, (further known as IWO) acting as a group in
accordance with these Bylaws, shall constitute CMAIO which shall have the responsibility of
administering CMAIO, establishing the means and methods of collecting the assessments for
Common Expenses, arranging for the management of CMAIO, and performing all the acts
that may be required to be performed by CMAIO.
a. Except as to those matters which:
i. these Bylaws specifically require to be performed by the vote of the IWOs
ii. the administration of CMAIO shall be performed by the BOD (as more particularly
set forth in Article III).
2) A. Voting. Each IWO shall be entitled to one vote, per Interval week, at the Annual
Meeting. Except where a greater number is required by these Bylaws, a majority of the votes
of IWOs present, in good standing and entitled to vote, is required to adopt decisions at any
meeting of CMAIO.
B. Voting Requirements. A IWO shall be deemed to be in good standing and
entitled to vote at any annual meeting or at any special meeting of CMAIO if, and only if, he
shall have fully paid all assessments made or levied and due against him and his unit by the
BOD as hereinafter provided at least thirty (30) days prior to the date fixed for such annual or
special meeting.
3) Place of Meeting. Meetings of CMAIO shall be held at The Club at Christmas Mountain, or
at such other suitable place as may be designated by the BOD and stated in the notice of
meeting.
5) Special Meetings. It shall be the duty of the President to call a special meeting of CMAIO if
so directed by resolution of the BOD or by a petition signed and presented to the Manager by
not less than thirty percent (30%) of all IWOs. The notice of any special meeting shall set
forth the purpose, and no business shall be transacted at a special meeting except as stated in
the notice.
6) Notice of Meeting. It shall be the duty of the Manager to mail, by United States mail, a notice
of each annual meeting or special meeting, at least twenty-one (21) days in advance of such
meeting, stating the purpose thereof as well as the time and place where it is to be held, to
each IWO of record, at the current address on record, or at such other address as each IWO
may have designated by notice in writing to the Manager. Alternative notice may be given
by email, text or voicemail if deemed appropriate and timely.
7) Proxies. The votes held by any IWO may be cast pursuant to a proxy executed by or on behalf
of the IWO, or, in cases where the IWO is more than one person, by or on behalf of all such
persons and received by the Board of Directors prior to any meeting. No such proxy shall be
revocable except by actual notice to the person presiding over the meeting, by the IWO or
Owners that it be revoked. A proxy shall be void if it is not dated, if it purports to be revocable
without notice as aforesaid, or if the signature of any of those executing the same has not been
duly acknowledged. A proxy signed by a person other than the IWO will be accepted upon
presentation to the President of documentation which in the sole discretion of the President, he
or she deems sufficient to grant such signators authority to act under the proxy.
8) Quorum. A quorum of the IWOs shall be deemed to be present throughout any meeting,
until adjourned, if persons entitled to cast votes representing more than fifteen percent (15%)
of the total number of weeks owned are present either in person or by proxy at the beginning of
such meeting
9) Order of Business. The order of business at all meetings of CMAIO may be as follows: (a)
roll call; (b) recitation of proof of notice of meeting; (c) review and acceptance of
minutes of preceding meeting; (d) reports of officers; (e) report of BOD; (f) reports of
committees; (g) election of directors, if applicable; (h) unfinished business; and ( i) new
business; any of which may be waived.
10) Conduct of Meeting. The President, or his designated Alternate, shall preside over all
meetings of CMAIO and the Secretary shall keep the minutes of the meeting and shall
record all transactions occurring and all resolutions adopted at the meeting. Roberts Rules
of Order shall govern the conduct of all meetings of CMAIO when not in conflict with
these Bylaws.
1) Powers and Duties. The affairs and business of CMAIO shall be managed by a BOD which shall
have all of the Powers and duties necessary for the administration of the affairs of CMAIO and
may do all such acts and things as are not by these Bylaws directed to be exercised and done by
CMAIO. The BOD shall have the power from time to time to adopt any Rules deemed
necessary for the enjoyment of CMAIO provided that such Rules shall not be in conflict with the
recorded Covenants and Restrictions or these Bylaws. The BOD may delegate to one of its
members [ see section 2, Managing Agent ] the authority to act on behalf of the BOD on all
matters which might arise between meetings of the BOD. In addition to the general duties
imposed by these Bylaws, the BOD shall have the power to, and be responsible for, the
following:
a. Preparation of an annual budget which establishes the assessment of each IWO for the
Maintenance Fees, etc.
b. Making assessments against IWOs to defray the Maintenance Fees of CMAIO,
establishing the means and methods of collecting such assessments from the IWOs,
collecting said assessments, depositing the proceeds thereof in a bank depository which it
shall approve, and using the proceeds to carry out the administration of the Property.
Unless otherwise determined by the BOD, the annual assessments against each IWO for
his proportionate share of the Maintenance Fees shall be payable by January 1st of each
year, or by agreement with the Managing Agent [see section 2] of a Payment plan.
Payment must be no later than 2 weeks before expected use of the Unit.
c. Working with CMCOA (Christmas Mountain Condo Owners Association) to provide for
the operation, care, upkeep, replacement and maintenance of all of the Common Area and
services of CMAIO. Including but not limited to yearly snow plowing, road maintenance,
maintaining a capital reserve fund and miscellaneous matters necessary for the Common
Area.
d. [ see Article III, section 2 ] Designating, hiring and dismissing the personnel
necessary for the maintenance, operation, repair and replacement of appliances, furniture,
etc. within all Units. Providing services for the Property. Where appropriate, providing for
the compensation of such personnel and for the purchase or use of equipment, supplies and
material to be used by such personnel in the performance of their duties. Supplies and
equipment, if purchased, shall be deemed the common property of IWOs.
e. Making and amending Rules respecting the use of the Property and enforcing the
provisions of these Bylaws and other Rules, including recorded Covenants and Restrictions,
and bringing any proceedings which may be instituted on behalf of IWOs.
f. Obtaining and maintaining insurance against casualties and liabilities, as provided in Article
VI of these Bylaws.
g. Maintaining books of account showing the receipts and expenditures of CMAIO.
h. Obtaining a financial statement at the end of each fiscal year.
3) Number of Directors: The BOD shall be composed of seven (7) persons and two (2) Alternates.
Directors shall consist only of IWOs or spouses of IWOs. These directors shall be elected at
the Annual Meeting of all IWOs.
4) Election and Term of Office. Each director shall be elected for a three (3) year term. At the
expiration of such term, a director may be re-elected for an additional 3-year term or replaced by
electing a new director from those in attendance during the annual owners meeting.
5) Organization Meeting. The first meeting of the members of the BOD following the annual
meeting of CMAIO shall be held immediately after the annual meeting providing a majority of
the whole BOD is present.
6) Regular Meetings. Regular meetings of the BOD will be held at such time and place as shall be
determined, from time to time, by a majority of the directors, but a least four (4) such meetings
shall be held during each twelve (12) month period after the annual meeting of CMAIO. Notice of
regular meetings of the BOD shall be given to each director, personally or by email, at least five
(5) business days prior to the day named for such meeting, except that no notice shall be required
for a regular meeting held immediately after, and at the same place as, the annual meeting of
CMAIO.
7) Special Meetings. Special meetings of the BOD may be called by the President or Secretary on
five (5) business days' notice to each director. Such notice shall be given personally, by email, or
telephone, and such notice shall state the time, place and purpose of the meeting in writing.
Special meetings of the BOD shall be called by the President or Secretary in like manner and on
like notice on the written request of at least two (2) directors.
8) Alternates. Alternates are expected to attend all BOD's meetings; may participate in all discussions;
will serve to establish a quorum at all BOD's meetings; may vote on all motions if fewer than seven
(7) board members are in attendance; and may be appointed to complete a term of a regular board
member should one have to step down before the end of his/her term.
9) BOARD OF DIRECTORS' Quorum. At all meetings of the BOD, a majority of the directors
shall constitute a quorum for the transaction of business, and the acts of the majority of the
directors present at a meeting at which a quorum is present shall be the acts of the BOD.
Attendance may be allowed by conference call.
11) Removal of Directors. A director may be removed with or without cause, and his successor elected,
at any duly called regular or special meeting of CMAIO at which a quorum is present, by an
affirmative vote of two-thirds (2/3rds) of the votes represented and voting. Any director whose
removal has been proposed by IWOs shall be given at least ten (10) days' notice of the calling of
the meeting and the purpose thereof and an opportunity to be heard at the meeting.
12) Availability of Records. The BOD shall make available to all IWOs, mortgagees, and to
insurers or guarantors of any mortgage on a Unit current copies of the Declaration of Covenants
and Restrictions, Bylaws, other rules concerning the books, records and financial statements of
CMAIO. "Available" means available for inspection, upon request, during normal business hours
or under other reasonable circumstances. Any holder, insurer or guarantor of a mortgage on a Unit
shall be entitled, within 15 business days after written request, to a financial statement for the
immediately preceding fiscal year.
13) Licenses and Easements. The BOD on behalf of CMAIO shall work with CMCOA and will have
the power and authority to grant permits, licenses and easements over the Common Area for
utilities, roads, and other purposes reasonably necessary or useful for the proper maintenance or
operation of CMAIO.
14) Compensation. No director shall receive any compensation from CMAIO for acting as such, but
shall be entitled to reimbursement for any out of pocket expenses.
15) Conduct of Meetings. The President, or, in his absence, a president pro tem, elected by the
BOD, shall preside over all meetings of the BOD and the Secretary shall keep the minutes of the
meetings of the BOD, recording therein all resolutions adopted by the BOD and all
transactions and proceedings occurring at such meeting, which minutes shall be filed in the
Record Book of CMAIO.
16) Report of BOARD OF DIRECTORS. The BOD shall present at each annual meeting, and when
called for by vote of CMAIO at any special meeting of CMAIO, a full and clear financial
statement of the business and condition of CMAIO.
17) Dispensing with Vote. Any action by the BOD required or permitted to be taken at any meeting
may be taken without a meeting if all of the members of the BOD shall individually or
collectively consent in writing to such action. Such written consent shall be filed with the
minutes of the proceedings of the BOD.
ARTICLE IV
OFFICERS
1) Designation. The officers of the BOD shall be elected by the BOD from its own membership.
One each: President, Secretary, Treasurer; Treasurer & Secretary may be held by the same
person. Assistants and other necessary positions may be appointed by the board as necessary. [
Note: see Article III, section 2, Manager ]
2) Election/Removal of Officers. The officers of the BOD shall be elected annually at the first
meeting of the BOD following the Annual Owners Meeting. Should a vacancy occur in an office
it may be filled by the BOD by affirmative vote of a majority of the BOD. An officer of the
BOD may be removed at any time by the affirmative vote of a majority of the BOD.
3) President. The President shall be the chief executive officer; the President or the designated
alternate, shall preside at meetings of CMAIO and, if present, at meetings of the BOD; and shall
be an ex officio member of all committees. The President shall have general and active
management of the business of CMAIO and shall see that all orders and resolutions of the board
are carried out. The President shall have all of the general powers and duties which are usually
vested in or incident to the office of President of a Stock Corporation organized under the laws of
the State of New Hampshire.
4) Secretary. The Secretary or his/her designated alternate shall attend all meetings of the BOD and
all meetings of CMAIO, record all proceedings, and make them available to the BOD. These
will then be filed by the Manager in CMAIO office. The Secretary shall perform like duties for
committees when required. The Secretary shall give, or cause to be given, notice of all meetings
of CMAIO, BOD and Committees and perform such other duties as may be prescribed by the
BOD or President. The Secretary, or by his/her direction, the Manager, shall compile and keep
current at the principal office of CMAIO, a complete list of the IWOs and their last known post
office addresses. This list shall be open to inspection by all IWOs and other persons lawfully
entitled to inspect the same at reasonable hours during regular business days.
6) Agreements, Contracts, Deeds, etc. All agreements, contracts, deeds, leases, checks and other
instruments of CMAIO for expenditures or obligations may be executed by the Treasurer or
Manager of CMAIO or by such other person or persons as may be designated by the BOD.
7) Compensation of Officers. NO OFFICER shall receive any compensation from CMAIO for
acting as such, but shall be entitled to reimbursement for any out of pocket expenses.
ARTICLE V
OPERATION OF THE PROPERTY
a. Fiscal Year. The fiscal year of CMAIO shall consist of the twelve month period
commencing on October 1 of each year and terminating on September 30 of the
following year. The fiscal year herein established shall be subject to change by the BOD.
b. Preparation and Approval of Budget. It is the responsibility of the BOD to maintain the
units, repair and replace furniture & fixtures, and estimate the costs of related wages,
materials, insurance premiums, services, supplies and other expenses that are necessary for
this purpose. Such expenses may be declared to be Common Expenses by the
Declaration of Covenants and Restrictions, these Bylaws or a resolution of
CMAIO. Each year the BOD shall adopt a budget for CMAIO, for the coming Fiscal
year, containing an estimate of the total amount which it considers necessary to pay the
cost of maintenance management, operation, repair and replacement of the Units. Such
budget shall also include such reasonable reserves as the BOD considers necessary to
provide a general operating reserve, and reserves for contingencies and replacements.
The BOD shall make reasonable efforts to send to each IWO a copy of the budget, in a
reasonably itemized form which sets forth the amount of the Maintenance Fees
payable by each IWO, at least fifteen (15) days in advance of the Annual Owners Meeting.
The said budget shall constitute the basis for determining each IWO's contribution for the
Units expenses of CMAIO.
c. Assessment and payment of Maintenance Fees. The total amount of the estimated funds
required for the operation of the Units set forth in the budget for the fiscal year adopted
by the BOD shall be assessed against the total ownership of the Units.
e. Working Capital Reserve. The BOD shall establish a working capital fund equal to two
months budgeted Units Maintenance Fees. The fund shall be maintained in a segregated
fund account for the use and benefit of CMAIO.
f. Effect of Failure to Prepare or Adopt Budget. The failure or delay of the BOD to prepare
or adopt the annual budget for any fiscal year shall not constitute a waiver or release in
any manner of a IWO's obligation to pay his/her allocated share of the Maintenance
Fees as herein provided. Whenever the same shall be determined, and in the absence
of any annual budget or adjusted budget, each IWO shall continue to pay the
Maintenance Fees at the current existing rate established for the previous fiscal period
until a new annual or adjusted budget shall have been adopted.
2) Payment of Maintenance Fees. All IWOs shall be obligated to pay the Maintenance Fees
assessed by the BOD pursuant to the provisions of section 1 of this Article V. No IWO may
exempt himself from liability for his contribution toward Maintenance Fees by waiver
of the use or enjoyment of any of the Common Elements or by abandonment of his Unit.
3) Collection of Assessments. The BOD shall take prompt action to collect any assessments for
Maintenance Fees due from any IWO which remains unpaid for more than sixty (60) days
from the due date for payment thereof. See Article IX, section 1e, and Article III, Section 1b.
7) Rules. Rules concerning the operation and use of the Units may be circulated and amended
by the BOD, provided that such rules are not contrary to or inconsistent with the Declaration
of Covenants and Restrictions or these Bylaws. Copies of the Rules shall be furnished by
the BOD to each IWO prior to the time when the same shall become effective.
ARTICLE VI
INSURANCE
1) [ see article III section 1 (f) ] The BOD shall seek to obtain the following insurance as
determined by the BOD to protect CMAIO, the BOD, the Manager and any agents or
employees of CMAIO.
ARTICLE VII
AMENDMENT TO BYLAWS
1) Manner of Notice. All notices, demands, bills, statements or communication provided for or
required under these Bylaws shall be in writing and shall be deemed to have been duly given
if delivered personally, or if sent by U.S. Mail, return receipt requested, first class postage
prepaid (except for monthly bills for common expenses which may be sent by first class mail
postage prepaid), email, or any other suitable electronic method:
a. if to a IWO, at such address as the IWO may have designated by notice in writing to
the Manager, or
b. if to CMAIO, the BOD or the Manager at the principal office of the Manager or at
such other address as shall be designated by notice in writing to the IWOs pursuant
to this Section.
2) Waiver of Notice. Whenever any notice is required to be given under the provisions of
statutes, of the Declaration of Covenants and Restrictions or of these Bylaws, a waiver
thereof, in writing, signed by the person or persons entitled to such notice, whether signed
before or after the time stated therein, shall be deemed equivalent thereto.
ARTICLE IX
COMPLIANCE AND DEFAULT
1) Relief. Each IWO shall be governed by, and shall comply with, all of the terms of the
Declaration, these Bylaws and any amendments of the same. A default by a IWO shall
entitle CMAIO acting through the BOD or the Manager, to the following relief:
a. Legal Proceedings. Failure to comply with any of the terms of the Declaration
of Covenants and Restrictions and these Bylaws shall be grounds for legal action,
which may include action to recover any sums due for money damages, injunctive
relief, foreclosure of the lien for payment of all assessments, any other relief
provided for in the Declaration of Covenants and Restrictions, these Bylaws, or
any combination thereof, and any other relief afforded by a court of competent
jurisdiction. The foregoing actions for relief may be sought by CMAIO, the BOD, the
Manager, or, if appropriate, by the aggrieved IWO.
b. Additional Liability. Each IWO shall be liable for the expenses of all maintenance,
repair or replacement rendered necessary by his/her acts, neglect or carelessness or
the act, neglect or carelessness of any member of his family or his tenants, guest,
employees, agent or invitees, but only to the extent that such expense is not covered by
the proceeds of insurance carried by the BOD. Nothing contained herein,
however, shall be construed as modifying any waiver by an insurance company of
its rights of subrogation.
c. Costs of Attorney's Fees. In any proceeding arising out of any alleged default by an
IWO, the prevailing party shall be entitled to recover the costs of the
proceeding, reasonable attorneys' fees and interest as may be allowed by law .
e. The Event of Default. In the event of a default of Maintenance Fees, by any IWO,
which continues past the date of the Owners Annual Usage Period, such IWO shall be
obligated to the following:
ARTICLE X
RESALE OF UNITS
1) In the event of the resale of a Unit by a IWO, the President or his designee/designate shall,
upon written request from the prospective Owner, within 10 business days furnish:
a. A statement of any capital expenditures and major maintenance expenditures anticipated
within the current fiscal year.
b. A statement of the status and amount of any reserve for the major maintenance or
replacement fund and any portion of such fund earmarked for any specified project by the
BOD.
c. A copy of the income statement and balance sheet of CMAIO for the last fiscal year for
which such statement is available.
d. A statement of the status of any pending suits or judgments in which CMAIO is a
party/defendant.
e. A statement setting forth what insurance coverage is provided for all IWOs by CMAIO.
f. A copy of the condominium declaration, by-laws, and any formal rules of the association.
g. A statement of the amount of monthly and annual fees, and any special assessments made
within the last 3 years.
1) Severability. These Bylaws are intended to comply with the requirements of the State
of New Hampshire. In case any of the Bylaws are in conflict with the provisions of any of
its statutes, the provisions of the statutes will apply. If any provisions of these Bylaws, or
any section, sentence, clause, phrase or word or the application thereof in any
circumstance are held invalid, the validity of the remainder of these Bylaws shall not be
affected thereby and to this end, the provisions hereof are declared to be severable.
3) CAPTIONS. The captions contained in these Bylaws are for convenience only and are not
part of these Bylaws and are not intended in any way to limit or enlarge the terms and
provisions of these Bylaws.
4) GENDER, etc. Whenever in these Bylaws the context so requires the singular number shall
include the plural and the converse; and the use of any gender shall be deemed to include all
genders.
APPENDIX