Bylaws

Bylaws of the Austin Court Condominium Association

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 be a unit owner or officer or employee of a mortgagee of a unit.


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 competitive 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 Owners. 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 bylaws (1981-01-20):

[T]he By Laws of the Association were amended as follows at the meeting of April 16,1980:

Article II, Section 1, 2nd sentence: Add the words, "at least".

"The Managing Board shall consist of at least three (3) members".

and, the By Laws of the Association were amended as follows at the meeting of July 16, 1980:

Add the following Section to Article VII:

Section 4. A unit owner projecting to sell his/her unit shall notify the Mangaing Board at least 21 days before putting the unit on the market.

Signed this twentieth day of January, 1981.


Amendment to the bylaws (2009-02-09):

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 12432, Page 177, 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.

Information reviewed and modified 2015-04-16.