ARTICLE I.
The Condominium
Section 1. Organization of Unit Owners.
These By-Laws have been enacted by and for the organization of unit
owners (hereinafter referred to as the "Association") of Austin Court
Condominium, 12 Inman Street, Cambridge, Massachusetts (hereinafter
referred to as the "Condominium"), said Condominium having been created
by the Master Deed of The Trustees of Inman House Realty Trust
(hereinafter referred to as the "Sponsor"), submitting land in
Cambridge, Middlesex County, Massachusetts, as described in said Master
Deed, to the provisions of Chapter 183A of the General Laws of the
Commonwealth of Massachusetts. These By-Laws are to be recorded
with the Middlesex South Registry of Deeds with the Master Deed.
Section 2. Name of Association.
The Association shall be named and known as "Austin Court Condominium
Association".
Section 3. Purpose of Association.
The Association is an association composed of the unit owners of the
Austin Court Condominium and used by them to manage and regulate the
Condominium. In no event shall the Association carry on a business for
profit. Each unit owner, as defined in said Chapter 183A (hereinafter
referred to as a "unit owner" or collectively as "unit owners") shall
have the same percentage interest in the Association as his respective
interest in the common areas and facilities as provided in the Master
Deed.
Section 4. Applicability of By-Laws.
The provisions of these By-Laws, as they may be amended, shall govern
the Association and shall apply to the Condominium and the use and
occupancy thereof. All present and future owners, mortgagees,
lessees and occupants of units, and their respective agents and
employees, and any other person who may use the facilities of the
Condominium in any manner shall be subject to the Master Deed, these
By-Laws and the Rules and Regulations adopted pursuant thereto, as any
of the same may be amended from time to time.
The acceptance of a deed or conveyance or the entering into of a lease
or the act of occupancy of a unit shall constitute an agreement that
these By-Laws, the Rules and Regulations and the provisions of the
Master Deed, as they may be amended from time to time, are accepted,
ratified, and will be complied with.
Section 5. Property of Condominium.
The term "Property" as used in these By-Laws shall include the land, the
buildings and all other improvements and structures thereon (including
the units and the common areas and facilities), and all easements,
rights and appurtenances belonging thereto, and all other property,
personal or mixed, intended for use in connection therewith, all of
which are intended to be submitted to the provisions of said Chapter
183A.
Section 6. Office. The offices
of the Condominium, the Association and of the Managing Board shall be
located at 12 Inman Street, Cambridge, Massachusetts, or such other
location as may be selected from time to time by the Managing Board and
of which unit owners and listed mortgagees have been given written
notice.
ARTICLE II.
Managing Board
Section 1. Number and Qualification.
The business and affairs of the Association shall be managed by a
Managing Board. The Managing Board shall consist of three (3) members.
Until two years after recording of the Master Deed and thereafter until
their successors shall have been elected by the unit owners,
the Managing Board shall consist of Louis F. DiGiovanni of Newton, Lewis
G. Pollock of Lexington, and Edward R. Haddad of Winchester, all in the
Commonwealth of Massachusetts or such other persons as may be designated
from time to time by the Sponsor. At such time as the Sponsor has sold
twenty-five (25) units of the Condominium, it shall cause two of the
aforenamed members of the Managing Board to resign, the successors to be
elected at a special meeting of the Association after such initial
period, or at the next Annual Meeting thereafter. So long as the Sponsor
owns one or more units, the Sponsor shall be entitled to elect at least
one member of the Managing Board. Except for the original members of the
Managing Board and other persons designated or elected by the Sponsor,
all members of the Managing Board shall be unit owners or employees or
officers of mortgagees of units.
Section 2. Powers and Duties.
The Managing Board shall represent and act for the Association in all
matters. The Managing Board shall have the powers 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 Managing Board. Such powers
and duties of the Managing Board shall include, but shall not be limited
to, the following, all of which shall be exercised subject to the
provisions of these By-Laws:
(a) Operation, care, upkeep and maintenance of the common areas and
facilities.
(b) Determination of the common expenses required for the affairs
of the Condominium and Association, including without limitation, the
operation and maintenance of the Property.
(c) Collection of the common charges (which for the purpose of
these By-Laws shall mean such portion of the common expenses as are
payable by the respective unit owners) from the unit owners.
(d) Employment and dismissal of the personnel necessary for the
maintenance and operation of the common areas and facilities.
(e) Adoption and amendment of rules and regulations covering the
details of the operations and use of the Property.
(f) Opening of bank accounts on behalf of the Association and
designating the signatories required therefor.
(g) Purchasing of units at foreclosure or other judicial sales in
the name of the Association or its nominee, corporate or otherwise, on
behalf of all unit owners.
(h) Owning, conveying, leasing, mortgaging, voting the votes
appurtenant to (other than for the election of members of the Managing
Board), or otherwise dealing with units acquired by or conveyed to it,
or its nominee, corporate or otherwise, on behalf of all the unit
owners.
(i) Organizing corporations or trusts to act as nominees of the
Association in acquiring title to or leasing of apartment units on
behalf of all unit owners.
(j) Obtaining of insurance pursuant to the provisions of Article V
hereof.
(k) Making of repairs to and restoration of the Property in
accordance with the other provisions of these By-Laws after damage or
destruction by fire or other casualty or as a result of condemnation or
eminent domain proceedings.
(l) Making of repairs, additions and improvements to or
alterations of the common areas and facilities,
(m) Purchasing or leasing or otherwise acquiring in the name of
the Association or its nominee, corporate or otherwise, on behalf of all
unit owners, units offered for sale or surrendered by their owners to
the Managing Board.
(n) Enforcing obligations of the unit owners to allocate income
and expenses and to do anything and everything necessary and proper for
the effective management of the Condominium.
Section 3. Managing Agent and Manager.
The Managing Board may employ for the Association and Condominium a
managing agent and/or a manager at such compensation and on such other
competitive terms and conditions as the Managing Board shall establish
to perform to the extent permitted by law such duties and services as
the Managing Board shall authorize, including but not limited to the
duties listed in subdivisions (a), (c), (d), (k) and (1) of Section 2 of
this Article II, but excluding in any event all of, the powers granted
to the Managing Board by subdivisions (b) , (e), (f), (g), (h) , (i),
(j), (m) , and (n) of said Section 2 of this Article II, which are
reserved to the Managing Board. One or more members of the
Managing Board may act as managing agent and/or manager or may be an
officer, employee, or have an interest in any corporation, partnership,
trust or other entity employed by the Managing Board as managing agent
and/or manager for the Condominium.
Section 4. Election and Term of Office.
Subject to the provisions of Section 1. of Article II, at the Annual
Meetings of the unit owners as provided in Article III the unit owners
shall elect by majority vote members of the Managing Board to serve
terms of one year. The members of the Managing Board shall hold
office until their respective successors shall have been elected by the
unit owners.
Section 5. Removal of Members of the
Managing Board. At any regular or special meeting of unit
owners, any one or more of the members of the Managing Board may be
removed for cause by majority vote of the unit owners and a successor
may then and there or thereafter be elected by majority vote of the unit
owners to fill the vacancy thus created. Any members of the
Managing Board whose removal has been proposed by the unit owners shall
be given an opportunity to be heard at the meeting. No member of the
Managing Board shall continue to serve, if during the term of his
office, he shall cease to
Section 6. Resignation. Any
member of the Managing Board may resign at any time by an instrument in
writing signed by him, and delivered to the remaining members of the
Managing Board or if there be none, to the unit owners.
Section 7. Vacancies. Subject
to the provisions of Section 1 of this Article II, vacancies in the
Managing Board caused by any reason other than the removal of a member
thereof by a vote of the unit owners (including resignation by a member)
shall be filled by vote of a majority of the remaining members at a
special meeting of the Managing Board held for that purpose promptly
after the occurrence of any such vacancy, and each person so elected
shall be a member of the Managing Board for the remainder of the term of
the former member and until a successor shall be elected at the next
annual meeting of the unit owners.
Section 8. Acceptance of Membership on
Managing Board. Each new member of the Managing Board shall
execute an instrument in recordable form indicating his acceptance of
election as a member of the Managing Board and all trusts imposed hereby
and thereby agreeing to be bound by the provisions of these By-Laws.
Section 9. Organization Meeting.
The first meeting of the members of the Managing Board shall be held
immediately following the Annual Meeting of the unit owners at such time
and place as shall be fixed by the unit owners at the meeting at which
such Managing Board shall have been elected, and no notice shall be
necessary to the newly elected members of the Managing Board in order
legally to constitute such meeting providing a majority of the whole
Managing Board shall be present thereat.
Section 10. Regular Meetings.
Regular meetings of the Managing Board may be held at such time and
place as shall be determined from time to time by a majority of the
members thereof. Notice of regular meetings of the Managing Board shall
be given to each member thereof by telephone, mail or telegraph, at
least three (3) business days prior to the day named for such meeting.
Section 11. Special Meetings.
Special meetings of the Managing Board may be called by the President
upon three (3) business days' notice to each member thereof, given by
telephone, mail or telegraph, which notice shall state the time, place
and purpose of the meeting. Special meetings of the Managing Board
shall be called by the President or Secretary in like manner and on like
notice on the written request of at least two (2) members thereof.
Section 12. Waiver of Notice.
Any member of the Managing Board may, at any time, waive notice in
writing of any meeting and such waiver shall be deemed equivalent to the
giving of such notice. Attendance by a member of the Managing
Board at any meeting thereof shall constitute a waiver of notice by him
of the time and place thereof. If all the members of the Managing
Board are present at any meeting thereof, no notice shall be required
and any business may be transacted at such meeting.
Section 13. Quorum of Managing Board.
At all meetings of the Managing Board a majority or the members thereof
shall constitute a quorum for the transaction of business, and the votes
of a majority of the members of the Managing Board present at a meeting
at which a quorum is present shall constitute the decision of the
Managing Board. If at any meeting of the Managing 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
transacted at the meeting originally called, may be transacted without
further notice.
Section 14. Fidelity Bonds. If
required by majority vote. of the unit owners, the Managing Board shall
obtain adequate fidelity bonds for all officers and employees of the
Condominium handling or responsible for Condominium funds and shall
cause any managing agent or manager to obtain adequate fidelity bonds
for persons handling or responsible for Condominium funds. The
premiums on such bonds for officers and employees of the Condominium
shall constitute a common expense.
Section 15. Compensation. No
member of the Managing Board shall receive any compensation from the
Association for acting as such.
Section 16. Liability of the Managing Board.
The members of the Managing Board shall not be liable to the unit owners
for any mistake of judgment, negligence, or otherwise, except for their
own individual willful misconduct or bad faith. The unit owners
shall indemnify and hold harmless each of the members of the Managing
Board against all contractual liability to others arising out of
contracts made by the Managing 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 members of the Managing Board shall have no personal liability with
respect to any contract made by them on behalf of the Association and.
Condominium other than their respective liability as unit owners, if
any. It is permissible for the original members of the Managing Board to
enter into contracts with the Sponsor and affiliated entities without
being charged with self-dealing or conflict of interest, provided such
contracts are on competetive terms. It is also intended that the
liability of any unit owner arising out of any contract made by the
Managing Board or out of the aforesaid indemnity in favor of the members
of the Managing Board shall be limited to such proportion of the total
liability thereunder as his interest in the common areas and facilities
bears to all such interests. Every agreement made by the Managing Board
or by the managing agent or by the manager on behalf of the Condominium
shall provide that the members of the Managing Board or the managing
agent or the manager, as the case may be, are acting only as agents 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 areas and facilities bears to all such interests.
Any instrument signed by a majority of the members of the Managing Board
as they then appear of record and duly attested as the act of the
Association may be relied on as conclusively establishing that such
instrument was the free act of the Association, and shall be binding
upon the Association. No purchaser, mortgagee, lender or other person
dealing with the Managing Board, as they appear of record, shall be
bound to ascertain or inquire further as to the persons who are then
members of the Managing Board nor be affected by any notice, implied or
actual, relative thereto, other than a recorded certificate thereof, and
such recorded certificate shall be conclusive evidence of the members of
the Managing Board and of any changes therein.
ARTICLE III
Unit Owners
Section 1. Annual Meetings.
Within thirty (30) days after title to twenty-five (25) units has been
conveyed or one (1) year following the date of conveyance of the first
unit, whichever is sooner, the Sponsor shall call the first Annual
Meeting of unit owners. Thereafter, Annual Meetings shall be held on the
anniversary of such date each succeeding year. Subject to the
provisions of Section 1 of Article II, at such meeting, the members of
the Managing Board shall be elected by ballot of the unit owners in
accordance with the requirements of Section 4 of Article II of these
By-Laws. The unit owners may transact such other business at such
meetings as may properly come before them.
Section 2. Place of Meetings.
Meetings of the unit owners shall be held at the Condominium or at such
other suitable place in Cambridge or Boston convenient to the unit
owners as may be designated by the Managing Board.
Section 3. Special Meetings. It
shall be the duty of the President to call a special meeting of the unit
owners if so directed by resolution of the Managing Board or upon a
petition signed and presented to the Secretary by not less than
one-third of the unit owners. The notice of any special meeting
shall state the time, place and purpose of such meeting. No
business shall be transacted at a special meeting except as stated in
the notice.
Section 4. Notice of Meetings.
It shall be the duty of the Secretary to mail or deliver a notice of
each annual or special meeting of the unit owners at least ten (10) days
but not more than thirty (30) days prior to such meeting, stating the
purpose thereof as well as the time and place where it is to be held to
each person appearing in the records of the Association as an owner of a
unit in the Condominium, at the Condominium or at such other address as
such unit owner shall have designated by notice in writing to the
Secretary and to each listed mortgagee. The mailing of a notice of
meeting in the manner provided in this Section shall be considered
service of notice. Notice of a meeting need not be given to a unit
owner if a written waiver thereof, executed before or after the meeting
by such unit owner or his duly authorized attorney, is filed with the
records of the meeting.
Section 5. Order of Business. The order of
business at all meetings of the unit owners shall be as follows:
(a) Roll
call.
(b) Proof of
notice of meeting.
(c) Reading
of minutes of preceding meeting.
(d) Reports
of officers.
(e) Report of
Managing Board.
(f) Reports
of committees.
(g) Election
of inspectors of election (when so required).
(h) Election
of members of the Managing Board (when so required).
(i)
Unfinished business.
(j) New
business.
Section 6. Voting and Other Action by Unit Owners.
All unit owners and persons duly acting as proxies for unit owners may
be present at any meeting of the unit owners. The owner or owners of
each unit (including the Sponsor if the Sponsor shall then own one or
more units) shall be entitled at all meetings of unit owners to cast the
vote attributed to such unit as provided in Article III. If a unit is
owned by two or more persons, any one of such persons may act for all of
such owners unless one of such owners objects, in which case the vote
attributed to such a unit shall not be counted for any purpose.
For all purposes of these By-Laws, including every action on which there
is a vote of the unit owners and every other occasion on which there is
any other kind of action taken or approved by a designated
percentage of the unit owners, the votes, approvals or consents of the
unit owners shall be weighted by attributing to each unit the same
percentage as the respective unit owner's percentage interest in the
common areas and facilities. As used in these By-Laws, any stated
percentage of the unit owners shall mean the then owners of that
percentage in the aggregate of the undivided ownership of the common
areas and facilities of the Condominium.
The unit owners shall transact the business of the Association at a duly
called meeting, except that any action to be taken by the unit owners
may be taken without a meeting if all unit owners entitled to vote on
the matter consent to the action by a writing filed with the records of
meetings of unit owners. Such consent shall be treated for all
purposes as a vote at a meeting.
Section 7. Proxies and Fiduciaries.
Any person designated by a unit owner or owners to act as proxy on his
or their behalf shall be entitled to act for the unit owner in all
matters concerning the Association and the Condominium within the
authority granted by the proxy and until the proxy expires or is
revoked, including casting the vote attributed to the unit at any
meeting of the unit owners. The designation of any proxy by a unit
owner shall be made in writing to the Secretary and shall be revokable
at any time by written notice to the Secretary by the owner or owners so
designating. A fiduciary shall be entitled to vote and take all
actions pursuant to these By-Laws with respect to any unit owned in a
fiduciary capacity. Any unit or units owned by the Managing Board
'or its designee or nominee shall not be entitled to a vote and shall be
excluded from the total percentage interest in the common areas and
facilities when computing the percentage interest of all other unit
owners for voting purposes.
If a listed mortgagee gives written notice to the Managing Board that
there is a default in the mortgage on a unit held by it, then such
listed mortgagee shall be recognized as the proxy of the unit owner of
such unit for all matters concerning the Condominium and Association
until the listed mortgagee revokes the same by written notice to the
Managing Board, or such mortgage is discharged of record, provided,
however, that if the listed mortgagee is not represented at a meeting of
unit owners, then the unit owner may, notwithstanding the foregoing,
cast the vote attributable to his unit.
Section 8. Quorum. Except as
otherwise provided in these By-Laws, the presence in person or by proxy
of more than fifty (50) percent in interest of the unit owners shall
constitute a quorum at all meetings of the unit owners.
Section 9. Majority Vote. The
vote of more than fifty (50) percent in interest of the unit owners
shall be a "majority vote of the unit owners" as used in these By-Laws
and shall be binding upon all unit owners for all purposes except where
in the Master Deed or these By-Laws, or by law, a higher percentage vote
is required.
ARTICLE IV
Officers
Section 1. Designation. The
principal officers of the Association shall be the President, Treasurer
and Secretary, all of whom shall be elected by the Managing Board.
The Managing Board may appoint an Assistant Treasurer, an Assistant
Clerk, and such other officers as in its judgment may be necessary.
The President shall be a member of the Managing Board but no other
officer need be.
Section 2. Election of Officers.
The officers of the Association shall be elected annually by the
Managing Board at the organization meeting of each new Managing Board
and shall hold office at the pleasure of the Managing Board and until
their successors are elected.
Section 3. Removal of Officers.
Upon the affirmative vote of a majority or the members of the Managing
Board, any officer may b removed, either with or without cause and his
successor may be elected at any regular meeting of the Managing Board,
or at any Special meeting called for such purpose.
Section 4. President. The
President shall be the chief Executive officer of the Association.
He shall preside at all Meetings of the unit owners and of the Managing
Board. The President shall have the power to appoint committees
from among the unit owners from time to time as he may in his discretion
decide is appropriate to assist in the conduct of the affairs of the
Condominium. If the President is unable to act at any time, the
Managing Board shall appoint some other member of the Managing Board to
act in the place of the President on an interim basis.
Section 5. Secretary. The
Secretary shall keep the minutes of all meetings of the unit owners and
of the Managing Board; he shall have charge of such books and papers as
the Managing Board may direct; and he shall, in general, perform all the
duties incident to the office of clerk or secretary of a business
corporation organized under Massachusetts law.
Section 6. Treasurer. The
Treasurer shall have the responsibility for Association funds and
securities and shall be responsible for keeping full and accurate
financial records and books of account showing all receipts and
disbursements and for the preparation of all required financial data.
He shall be responsible for the deposit of all moneys and other valuable
effects in the name of the Association in such depositories as may from
time to time be designated by the Managing Board.
Section 7. Agreements, Contracts , Deeds
.Checks, etc. Except as otherwise authorized by the
Managing Board, all agreements, contracts, leases, checks and other
instruments of the Association shall be executed by and payment vouchers
shall be approved by any two officers of the Association.
Section 8. Compensation of Officers.
No officer shall receive any compensation from the Association for
acting as such.
ARTICLE V
Operation of the Condominium
Section 1. Determination of Common Expenses
and Fixing of Common Charges. The Fiscal year of the
Condominium shall be the calendar year. The Managing Board shall
from time to time, and at least annually, prepare a budget for the
Condominium, determine the estimated amount of the common charges
payable by the unit owners to meet the common expenses of the
Condominium, and allocate and assess such common charges among the unit
owners according to their respective percentage interests in the common
areas and facilities. The common expenses shall include, among
other things, gas, electricity, water and the cost of all insurance
premiums on all policies of insurance to be or which have been obtained
by the Managing Board pursuant to the provisions of Section 7 of this
Article V. The common expenses shall also include such amounts as
the Managing Board may deem proper for the operation and maintenance of
the Condominium, including, without limitation, an amount for working
capital of the Condominium, for a general operating reserve, for a
reserve fund for replacements, and to make up any deficit in the common
expenses for any prior year. The Managing Board shall advise all
unit owners promptly in writing of the amount of common charges payable
by each of them, respectively, as determined by the Managing Board, as
aforesaid, and shall furnish copies of each budget on which such common
charges are based to all unit owners and, if requested, to their
respective mortgagees.
Section 2. Payment of Common Charges.
All unit owners shall be obligated to pay the common charges assessed by
the Managing Board pursuant to the provisions of these By-Laws at such
time or times as the Managing Board shall determine.
No unit owner shall be liable for the payment of any part of the common
charges assessed against his unit subsequent to a sale, transfer, or
other conveyance by him of such unit. In addition, any unit owner
may, subject to the terms and conditions specified in these By-Laws and
subject to acceptance by the Managing Board provided that his unit is
free and clear of liens and encumbrances other than a first mortgage and
the statutory lien for unpaid common charges, convey his unit, together
with its interest in the common areas and facilities, to the Association
or its nominee, corporate or otherwise, and shall be exempt from common
charges thereafter assessed. A purchaser of a unit shall be liable
for the payment of common charges assessed and unpaid against such unit
prior to the acquisition by him of such unit, except that a mortgagee or
other purchaser of a unit at a foreclosure sale of such unit shall not
be liable for and such unit shall not be subject to a lien for the
payment of common charges assessed prior to the foreclosure sale.
Section 3. Collection of Assessments.
The Managing Board shall assess common charges against the unit owners
from time to time and at least annually and shall take prompt action to
collect any common charges due from any unit owner which remain unpaid
for more than thirty (30) days from the date due for payment thereof.
Section 4. Default in Payment of Common
Charges. In the event of default by any unit owner in
paying to the Association the common charges as determined by the
Managing Board, such unit owner shall be obligated to pay interest at
the legal rate on such common charges from the due date thereof,
together with all expenses including attorneys' fees incurred by the
Managing Board in any proceeding brought to collect such unpaid common
charges. All such unpaid common charges shall constitute a lien to
the extent provided by law. The Managing Beard shall have the
right and duty to attempt to recover such common charges, together with
interest thereon and the expenses of the proceeding, including
attorneys' fees, in an action to recover the same brought against such
unit owner or by foreclosure of the lien on such unit as provided by
law.
Section 5. Foreclosure of Liens for Unpaid
Common Charges. In any action brought by the Managing Board to
foreclose a lien on a unit because of unpaid common charges, the unit
owner shall be required to pay a reasonable rental for the use of his
unit and the plaintiff in such foreclosure action shall be entitled to
the appointment of a receiver to collect the same. A suit to
recover a money judgment for unpaid common charges shall be maintainable
without foreclosing or waiving the lien securing the same.
Section 6. Statement of Common Charges.
The Managing Board shall promptly provide any unit owner so requesting
the same in writing with a written statement of all unpaid common
charges due from such unit owner in form suitable for recording and the
same when recorded in the Middlesex South Registry of Deeds shall
operate to discharge the unit from any lien for any other sums then
unpaid.
Section 7. Insurance. The
Managing Board shall be required to obtain and maintain to the extent
obtainable and permitted by applicable law the following insurance:
(a) Fire with extended coverage insurance insuring the Property,
including, without limitation, common areas and facilities, all of the
units with all fixtures, additions, alterations and improvements
thereof, but not including any furniture, furnishings, household and
personal property belonging to and owned by individual unit owners in an
amount at least equal to the full replacement value thereof (as
determined by the Managing Board at least annually without deduction for
depreciation), such insurance to name the Managing Board as Insurance
Trustees for the benefit of all unit owners and their unit mortgagees
with loss payable to and adjusted by the Managing Board as insurance
trustees in accordance with the provisions of these By-Laws.
(b) Workmen's compensation insurance.
(c) Public liability insurance in such amounts and with such
coverage as the Managing Board shall determine from time to time but at
least covering each member of the Managing Board, the managing agent,
the manager and each unit owner and with cross liability endorsement to
cover liabilities of the unit owners as a group to a unit owner.
(d) Such other insurance as the
Managing Board may determine.
Policies for such casualty insurance shall provide:
(a) that the company waive any right of subrogation against the
Managing Board, its agents and employees, unit owners, their respective
employees, agents, tenants and guests;
(b) that the insurance shall not be prejudiced by any act or
neglect of any unit owners or occupants or any other person or firm
(including employees and agents of Managing Board) when such act or
neglect is not within the control of the Managing Board (or unit owners
collectively), or by failure of the Managing Board (or unit owners
collectively) to comply with any warranty or condition with regard to
any portion of the premises over which the Managing Board (or unit
owners collectively) have no control;
(c) that such policies may not be cancelled or substantially
modified without at least twenty (20) days' prior written notice to all
unit owners and mortgagees of the units to whom certificates of
insurance have been issued;
(d) that recovery thereunder shall not be affected on account of
the availability of proceeds under any policies obtained by individual
unit owners covering their own units; and
(e) if available that the company shall waive any right it may
have under the policy to repair or restore damage should the unit owners
elect to terminate the Condominium because of such damage.
Certificates of insurance, with proper mortgagee endorsements shall be
issued to the owners of each unit when requested.
The Managing Board shall obtain annually an independent appraisal of the
full replacement value of the property to be insured in accordance with
the foregoing provisions of this Section without deduction for
depreciation for the purpose of determining the amount of insurance to
be effected pursuant to this Section, and the amount of such insurance
shall in no event be less than the full replacement value as so
determined.
Each unit owner shall have the duty to promptly report to the Managing
Board any improvements made by the unit owner to his unit so that the
Managing Board may obtain necessary additional insurance coverage as
required by these By-Laws, and the unit owner shall pay the cost of the
additional insurance, if any, resulting from said improvements.
If, in the event of a casualty loss, the cost of repair and restoration
of the Property exceeds the available insurance proceeds and such excess
is the result of a lack of insurance coverage caused by the failure of a
unit owner to notify the Managing Board of improvements made by him to
his unit, as provided in the preceding sentence, the excess cost
resulting from such failure shall be borne solely by the unit owner so
failing to report the same. The extent to which the cost in excess
of insurance proceeds is attributable to a unit owner failing to report
improvements as aforesaid shall be determined by the Managing Board.
Section 8. Repair or Reconstruction After
Fire or Other Casualty. In the event of damage to or destruction
of the common areas and facilities of the Condominium as a result of
fire or other casualty (unless the casualty exceeds ten (10) percent of
the value of the Property prior to the casualty and seventy-five (75)
percent or more of the unit owners agree not to proceed with the repair
or restoration as provided by the last paragraph of this Section) or in
the event of damage to or destruction of any unit as a result of fire or
other casualty, whether or not the common areas and facilities have been
damaged or destroyed (unless the last paragraph of this Section is
applicable), the insurance trustees shall promptly adjust the loss,
arrange for the prompt repair or restoration of the same, and disburse
the proceeds of all insurance policies in payment of all costs and
expenses actually incurred in connection with such repair or restoration
in appropriate progress payments and with appropriate retainage.
All insurance proceeds paid to the Managing Board as trustees on account
of any casualty shall be dedicated solely to the repair or restoration
of the loss, and any application of said proceeds by the Managing Board
on account thereof shall be prior to the application of such proceeds
for any other purposes.
In the event
that the total cost of repair or restoration as estimated on the basis
of an independent appraisal or as determined during the course of repair
or restoration exceeds the total of available insurance proceeds, then
the insurance trustees shall allocate the available proceeds between
common areas and facilities and units (or unit) in proportion to the
estimated cost of repairing or restoring each and shall assess, levy or
charge all unit owners, as a common expense, for the amount estimated to
repair or restore the common areas and facilities in excess of the
insurance proceeds available therefor and shall assess, levy or charge
the owners of a unit or units in which a loss has occurred for the
amount estimated to repair or restore said unit or units in excess of
the insurance proceeds available therefor.
The Managing Board may perform emergency work essential to the
preservation and safety of the Property or the safety of persons or
required to avoid the suspension of any essential service to the
Property without having first adjusted the loss or obtained proceeds of
insurance.
If there shall have been a repair or restoration pursuant to the
foregoing and the amount of insurance proceeds shall have exceeded the
cost of such repair or restoration, then the excess of such insurance
proceeds, if any, shall be added to the Condominium's reserve fund or,
at the option of the Managing Board, divided among all the unit owners
in proportion to their respective interests in the common areas and
facilities.
If a loss to
the common areas and facilities due to a casualty exceeds ten (10)
percent of the value of the Property and if within one hundred twenty
(120) days of the date of such loss seventy-five (75) percent or more of
the unit owners agree not to proceed with repair or restoration, then
the Property shall be subject to partition, and net proceeds of a
partition sale, together with common funds of the Association and
Condominium, shall be divided in proportion to the unit owners'
respective undivided ownership in the common areas and facilities,
distribution thereof to be made first to the holders of first mortgages
on units, if any, to the extent of the amounts respectively secured
thereby. Upon such sale, the Condominium shall be deemed removed from
the provisions of said Chapter 183A.
Section 9. Abatement and Enjoining of
Violations by Unit Owner's The violation of any rule or
regulation adopted by the Managing Board or the breach of any of these
By-Laws contained herein, or the breach of any provisions of the Master
Deed shall give the Managing Board the right, in addition to any other
rights set forth in the By-Laws, to enjoin, abate or remedy by
appropriate legal proceedings, either at law or in equity, the
continuance of any such breach.
Section 10. Maintenance and Repair.
All maintenance of and repair to any unit whether structural or
nonstructural, ordinary or extraordinary (other than maintenance of and
repairs to any common areas and facilities contained therein, not
necessitated by the negligence or misuse of the owner of such unit)
shall be made by the owner of such unit. Each unit owner shall be
responsible for all damages to any and all other units and/or to the
common areas and facilities that his failure so to do may engender. All
maintenance, repairs and replacements to the common areas and
facilities, whether located inside or outside of the unit's (unless
necessitated by the negligence or misuse of a unit owner, in which case
such expense shall be charged to such unit owner) shall be made by the
Managing Board and be charged to all the unit owners as a common
expense.
Section 11. Restrictions on Use of Units.
In order to provide for congenial occupancy of the Property and for the
protection of the value of the units, the use of the Property shall be
restricted to and shall be in accordance with the following provisions:
(a) No unit shall be used other than for residential
purposes and such ancillary uses as may be permitted in a multi-family
dwelling in the zoning district in which the Condominium is located, as
provided in the Zoning By-Laws for the City of Cambridge as amended from
time to time.
(b) The common areas and facilities shall be used only for
the furnishing of the services and facilities for which they are
reasonably suited and which are incident to the use and occupancy of
units.
(c) No nuisances shall be allowed in
the Condominium nor shall any use or practice be allowed which is a
source of annoyance to
its residents or which interferes with the peaceful possession or proper
use of the Property by its residents.
(d) No improper, offensive or unlawful use shall be made of
the Property or any part thereof, and all valid laws, zoning laws and
regulations of all governmental bodies having jurisdiction thereof shall
be observed. Violations of law, orders, rules, regulations or
requirements of any governmental agency having jurisdiction thereof
relating to any portion of the Property shall be corrected by and at the
sole expense of the unit owners or the Association, whichever shall have
the obligation to maintain or repair such portions of the Property.
Section 12. Additions, Alterations or
Improvements by Managing Board.
(a) If fifty (50) percent or more but less than
seventy-five (75) percent of the unit owners agree to make an
improvement to the common areas and facilities, the cost of such
improvement shall be borne solely by the owners so agreeing.
(b) Seventy-five (75) percent or more of the unit
owners may agree to make an improvement to the common areas and
facilities and assess the cost thereof to all unit owners as a common
expense, but if such improvement shall cost in excess of ten (10)
percent of the then value of the Condominium any unit owner not so
agreeing may apply to the superior court of the county in which the
Property is located on such notice to the organization of unit owners as
the court shall direct for an order directing the purchase of his unit
by the organization of unit owners at fair market value thereof as
approved by the court. The cost of any such purchase shall be a
common expense.
Section 13. Additions, Alterations or
Improvements by Unit Owners No unit owner shall make any
addition, alteration or improvement of a structural nature in or to his
unit, and no unit owner shall make any exterior alteration or addition
(including painting, awnings, grills, and the like) without in each
instance the prior written consent thereto of the Managing Board, such
consent not to be unreasonably withheld. The Managing Board shall
have the obligation to answer any written request by a unit owner for
approval of a proposed structural addition, alteration, or improvement
in such owner's unit within thirty (30) days after such request, and
failure to do so within the stipulated time shall constitute a consent
by the Managing Board to the proposed addition, alteration, or
improvement. Any necessary application to any governmental
authority for a permit to make an addition, alteration or improvement in
or to any unit approved by the Managing Board will be executed by the
Managing Board without, however, incurring any liability on the part of
the Managing Board to any contractor, subcontractor or materialman on
account of such addition, alteration or improvement, or to any person
having any claim for injury to person or damage to property; arising
therefrom. The provisions of this Section 13 shall not apply to
units owned by the Sponsor until such units have been initially sold by
the Sponsor and paid for.
Section 14. Use of Common Areas and
Facilities. A unit owner shall not place or cause to be
placed in the stairways, elevators or other common areas or facilities,
other than the areas designated as storage areas, any furniture,
packages, or objects of any kind. The entry passages, stairways,
corridors, and halls shall be used for no purpose other than for normal
transit through them.
Section 15. Right of Access. A
unit owner shall grant a right of access to his unit to the manager
and/or the managing agent and/or any other person authorized by the
Managing Board, the manager, or the managing agent for the purposes of
correcting any condition originating in his unit and threatening another
unit or a common area or facility or for the purpose of performing
installations, alterations or repairs to the mechanical or electrical
services or other common areas or facilities in his unit or elsewhere in
the Condominium, provided that requests for entry are made in advance
and that any such entry is at a time reasonably convenient to the unit
owner. In case of an emergency, such right of entry shall be
immediate, whether the unit owner is present at the time or not.
In the event of the exercise of the right of access provided in this
Section 15, any costs for repairs shall be borne in accordance with the
provisions of Section 9 of this Article.
Section 16. Exclusive Use of Common Areas.
The Managing Board may grant to unit owners the exclusive right to use
storage areas within the common areas and facilities of the Condominium,
all in accordance with the rules and regulations referred to in Section
17 of this Article V. The Managing Board may rent the parking
spaces in the common areas to unit owners at rentals to be established
by them in accordance with said rules and regulations. If, after
offering parking spaces to all unit owners vacant spaces remain, the
Managing Board may rent such spaces to non-unit owners.
Section 17. Rules and Regulations.
Rules and regulations concerning the use of units and common areas and
facilities may. be promulgated and amended by the Managing Board.
Copies of such rules and regulations shall be furnished by the Managing
Board to each unit owner and listed mortgagee prior to the time when the
same shall become effective.
ARTICLE VI
Mortgages, Etc.
Section 1. Notice of Unpaid Common Charger.
Any common charges which are more than thirty (30) days overdue or any
other default or violation of these By-Laws or said rules and
regulations by the owner of a unit on which a listed mortgagee holds a
mortgage shall promptly be reported by the Managing Board to such listed
mortgagee.
Section 2. Examination of Books.
The Managing Board shall make available for inspection at the office of
the Condominium at reasonable times by any unit owner and any listed
mortgagee the minute books and financial records, including vouchers
authorizing payments, of the Association.
Section 3. Listed Mortgagees. A
unit owner who mortgages his unit shall notify the Managing Board of the
name and address of his mortgagee. As used in these By-Laws,
"listed mortgagee" shall mean an institutional lender holding a first
mortgage of record on a unit in the Condominium of which the unit owner
affected has given the Managing Board written notice specifying the
address to which notices are to be sent in all instances when written
notice is required by these By-Laws to be sent to a listed mortgagee by
the Managing Board. Such a mortgagee shall remain a listed
mortgagee until the Managing Board receives written notice from the
mortgagee of withdrawal of the listing or until the mortgage is
discharged of record.
ARTICLE VII
Purchase of Units
Section 1. Purchase of Unit by Managing
Board. The Association or its nominee may purchase by and
through the Managing Board any unit directly from the unit owner or at a
foreclosure sale, provided, however, that any such purchase by the
Association shall have the prior approval of all of the unit owners.
Section 2. Financing of Purchase of Units by
Managing Board. Acquisition of units by the Managing Board or its
nominee on behalf of all unit owners may be made from the working
capital and common charges in the hands of the Managing Board, or if
such funds are insufficient, the Managing Board may levy an assessment
against each unit owner in proportion to his ownership in the common
areas and facilities as a common charge, which assessment shall be
enforceable in the same manner as provided in Sections 4 and 5 of
Article V, or the Managing Board, in its discretion, may borrow money to
finance the acquisition of such units, provided, however, that no
financing may be secured by an encumbrance or hypothecation of any
Property other than the unit, together with its interest in the common
areas and facilities, so to be acquired by the Managing Board.
Section 3. Waiver of Right of Partition with
Respect to Such Units Acquired by the Managing Board. In
the event that a unit shall be acquired by the Managing Board or its
nominee on behalf of all unit owners, all such unit owners shall be
deemed to have waived all rights of partition with respect to such unit.
ARTICLE VIII
Condemnation
Section 1. Condemnation. In the event of a taking in condemnation or by eminent domain of part or all of the common areas and facilities, the award made for such taking shall be payable to the Managing Board. If seventy-five (75) percent or more of the unit owners duly and promptly approve the repair and restoration of such common areas and facilities, the Managing Board shall arrange for the repair and restoration of such common areas and facilities and shall disburse the proceeds of such award to the contractors engaged in such repair and restoration in appropriate progress payments, provided, however, that no consent of a unit owner of a unit encumbered by a first mortgage to a listed mortgagee shall be deemed effective for the foregoing purpose without the written consent of such listed mortgagee. In the event that such approvals and consents are not obtained within ninety (90) days, then the Managing Board shall, to the extent permitted by law, disburse the net proceeds of such award in the same manner as they are required to distribute insurance proceeds where there is no repair or restoration of the damage, as provided in Section 8 of Article V of these By-Laws.
ARTICLE IX
Records
Section 1. Records and Audits. The Managing Board shall keep or cause to be kept detailed records of the actions of the Managing Board, minutes of the meetings of the Managing Board, minutes of the meetings of unit owners, and financial records and books of account of the Association, including a chronological listing of receipts and expenditures, as well as a separate account for each unit which, among other things, shall contain the amount of each assessment of common charges against such apartment unit, the date when due, the amount paid thereon, and the balance remaining unpaid. A written report summarizing all receipts and expenditures of the Association shall be rendered by the Managing Board to all unit owners written thirty (30) days after the close of each fiscal year of the Association.
ARTICLE X
Miscellaneous
Section 1. Notice. All notices
hereunder shall be sent by registered or certified mail, return receipt
requested, to the Managing Board, to the office of the Managing Board,
or to such other address as the Managing Board may hereafter designate
from time to time by notice in writing to all unit owners and to all
listed mortgagees. . All notices to any unit owner shall be delivered in
hand or shall be send by registered or certified mail return receipt
requested, to the Condominium or to such other address as may have
been designated by the unit owner from time to time in writing to the
Managing Board. All notices to a listed mortgagee shall be sent by
registered or certified mail, return receipt requested, to the address
first given to the Managing Board or to such other address as may be
designated by the listed mortgagee from time to time in writing to the
Managing Board. All notices shall be deemed to have been given
when so mailed, except notices of change of address which shall be
deemed to have been given when received.
Section 2. Invalidity. The
invalidity of any part of these By-Laws shall not impair or affect in
any manner the validity, enforceability or effect of the balance of
these By-Laws.
Section 3. Captions. The
captions herein are inserted only as a matter of convenience and for
reference and in no way define, limit or describe the scope of these
By-Laws or the intent of any provision thereof.
Section 4. Gender. The use of
the masculine gender in these By-Laws shall be deemed to include the
feminine or neuter gender and the use of the singular shall be deemed to
include the plural whenever the context or circumstances so require.
Section 5. Waiver. No
restrictions, condition, obligation, or provision contained in these
By-Laws shall be deemed to have been abrogated or waived by reason of
any failure to enforce same, irrespective of the number of violations or
breaches thereof which may occur.
Section 6. Chapter 183A. All references in
these By-Laws to Chapter 183A of the General Laws of the Commonwealth of
Massachusetts shall be to said Chapter as amended to the date of
recording oif the Master Deed creating the Condominium.
ARTICLE XI
Amendments to By-Laws
Section 1. Amendments to By-Laws. These By-Laws may be modified or amended by majority vote of the unit owners, provided, however, that sections 7 and 11 of Article V, Article VI, Article VIII, and this Article XI may be modified or amended only by vote of seventy-five (75) percent or more of unit owners, and provided further that no vote of a unit owner of a unit encumbered by a mortgage held by a listed mortgagee shall be deemed effective for the foregoing purpose without the written consent of such listed mortgagee. For as long as the Sponsor remains the owner of any unit, these By-Laws may not be amended as to adversely affect the Sponsor without the Sponsor's consent.
ARTICLE XII
Conflicts
Section 1. Conflicts. These By-Laws are intended to comply with the provisions of said Chapter 183A of the General Laws of the Commonwealth of Massachusetts and said Master Deed, as it may be amended. In case any of these By-Laws conflict with the provisions of said Chapter or of Master Deed, the provisions of said Statute or of the Master Deed, as the case may be, shall control.
Amendment to the By-Laws (Feb. 9 1999):
The undersigned, being the Board of Managers of Austin Court Condominium Association whose By-Laws are recorded with the Master Deed of Austin Court Condominium (the "Condominium") at the Middlesex Registry of Deeds in Book , Page , hereby certify that unit owners, by vote of at least seventy-five percent (75%) have voted to amend said By-Laws by adding the following paragraph (e) to Article V, Section II thereof:
Any and all leases or rental agreements shall be in writing, shall be for an initial term of not less than six (6) months, and shall be subject to the requirements of this Master Deed, the Bylaws and any Rules and Regulations as the same may be amended or adopted from tine to time. Copies of all leases shall be provided to the Board of Managers within fourteen (14) days after execution thereof. The provisions of this paragraph shall not apply to (i) any leases, subleases or rental agreements executed prior to the date of this Amendment, but shall apply to any renewals or extensions thereof, or (ii) any first mortgagee in possession of a Unit by virtue of a foreclosure action or deed in lieu of foreclosure.
All other provisions of the bylaws, as amended of record,
shall remain in full force and effect and are hereby ratified and confirmed.