Bylaws
BYLAWS
The Takoma Village Cohousing Condominium
6827 Fourth Street, NW, Washington, DC 20012
INDEX TO THE BYLAWS
1. IDENTIFICATION OF THE CONDOMINIUM
2. DEFINITIONS
3. PURPOSE AND APPLICABILITY OF BYLAWS
4. UNIT OWNERS ASSOCIATION
4.1 Membership
4.2 Powers and Responsibilities
4.3 Meetings
4.3.1 Place of Meetings
4.3.2 Annual Meetings
4.3.3 Special Meetings
4.3.4 Notices
4.3.5 Voting
4.3.6 Proxies
4.3.7 Quorum
4.3.8 Order of Business
4.3.9 Conduct of the Meeting
5. BOARD OF DIRECTORS
5.1 Powers and Duties
5.2 Number and Appointment of Directors Prior to the First Annual Meeting of the Association
5.3 Number and Selection of Directors From and After the First Annual Meeting of the Association
5.4 Meetings
5.4.1 Annual Meeting
5.4.2 Regular Meeting
5.4.3 Special Meetings
5.4.4 Notice and Waiver of Notice
5.4.5 Quorum
5.4.6 Conduct of Meeting
5.4.7 Action by Directors Without a Meeting
5.5 Vacancies
5.6 Removal of Officers and Director
5.7 Compensation
5.8 Annual Report of the Board of Directors
5.9 Fidelity Bonds
5.10 Liability of the Board
5.11 Common or Interested Directors
5.12 Board of Directors as Attorney-In-Fact
5.13 Committees
5.13.1 Executive Committee
5.13.2 Standing Committees
5.13.3 AdHoc Committees
5.13.4 Committee Oversight
5.13.5 Committee Reports
5.13.6 Representative of the Board
5.13.7 Open Meetings
6. OFFICERS
6.1 Principal and Other Officers
6.2 Selection of Officers
6.3 President
6.4 Vice President
6.5 Secretary
6.6 Treasurer
6.7 Delegation of Duties
6.8 Compensation of Officers
7. OPERATION OF THE CONDOMINIUM
7.1 Agreements, Contracts, Deeds, Checks
7.2 Managing Agent
7.3 Determination of Common Expenses and Assessments Against Unit Owners
7.3.1 Fiscal Year
7.3.2 Annual Budget
7.3.3 Assessments for Common Expenses and Responsibilities
7.3.4 Reserve Fund for Capital Improvements, Replacements, and Major Repairs
7.3.5 Special Assessments
7.3.6 Accounts
7.3.7 Effect of Failure to Adopt an Annual Budget
7.3.8 Liability of Unit Owners
7.3.9 Initial Operating Period7.4 Liability for Common Expenses
7.5 Collection of Assessment; Late Fee and Interest
7.6 Statement of Unpaid Assessments
7.7 Maintenance and Repair
7.7.1 By the Association
7.7.2 By the Unit Owner
7.7.3 Manner of Repair and Replacement
7.7.4 Public Areas7.8 Capital Improvements, Alterations, Additions, Major Repairs, and Nonrecurring Contingencies
7.9 Structural Additions, Alterations, or Improvements by Unit Owners
7.10 Right of Access
7.11 Limitation of Liability
8. COMMUNITY RULES
9. RESTRICTIONS ON USE OF UNITS
9.1 Enforcement of Community Rules
9.2 Use of Units
9.4 Noise
9.3 Nuisances
9.5 Visible Exterior Wiring or Equipment
9.6 Storage in Common Areas
9.7 Engaging Employees for Private Services
9.8 Insurance Rating
9.9 Lawful Use
9.10 Use of Common Elements
9.11 Renting or Leasing a Unit
10. INSURANCE, DESTRUCTION, RESTORATION, CONDEMNATION, AND DISTRIBUTION
10.1 Authority
10.2 Coverage
10.3 Limitations
10.4 Notice of Insurance Coverage
10.5 Individual Policies
10.6 Insurance Trustee
10.7 Covenants for Benefit of Mortgagees
10.8 Reconstruction
10.9 Condemnation
10.10 Assessments if Insurance is Inadequate
10.11 Disbursements
10.12 Notification
10.13 Conflict
10.14 Premiums and Deductibles 26
11. MORTGAGEES
11.1 Notice to Board
11.2 Notice of Unpaid Assessments
11.3 Notice of Default
11.4 Examination of Books
11.5 Notice of Meetings
12. NOTICE
12.1 Manner of Notice
12.2 Waiver of Notice
13. AMENDMENT OF BYLAWS
13.1 Amendment of Bylaws
13.2 Approval of Mortgagees
13.3 Amendment by Declarant
14. COMPLIANCE AND DEFAULT
14.1 Relief
14.2 Legal Proceedings
14.3 Rental with Foreclosure
14.4 Notice to Mortgagee
14.5 Additional Liability
14.6 Costs and Attorneys Fees
14.7 No Waiver of Rights
14.8 Abatement and Enjoinment of Violations by Unit Owners
14.9 Lien for Contributions
14.10 Information to be Furnished in the Event of Resale by a Unit Owner
15. MISCELLANEOUS
15.1 Charges & Fines
15.2 Sale of Units
15.3 Parking Spaces
15.4 Compliance
15.5 Conflict
15.6 Severability
15.7 Waiver
15.8 Captions
15.9 Gender, Number
15.10 Consents
15.11 Notice of Loss to or Taking of Common Elements
Witness of Declarant
BYLAWS
The Takoma Village Cohousing Condominium
6827 Fourth Street, NW, Washington, DC 20012
1. IDENTIFICATION OF THE CONDOMINIUM
The name of the Condominium is: The Takoma Village Cohousing Condominium. The location of the Condominium is the site bounded by Blair, Butternut and Fourth Streets, NW, Washington, D.C. The address of the Condominium is 6827 Fourth Street, NW, Washington, DC 20012. The name of the Association is the Takoma Village Cohousing Homeowners Association.
2. DEFINITIONS
Each of the following terms, as used in these Bylaws, shall have the same meaning as the meaning ascribed to it in Section 3 of the Condominium Declaration:
“Act”; “Association”; “Board of Directors”; “Building”; “Bylaws”; “Common Elements”; “Common Expenses”; “Condominium”; “Condominium Act”; “Condominium Instruments”; “Condominium Plat”; Condominium Plans”; “Condominium Unit”; “Declarant”; “Declaration”; “First Mortgagee”; “General Common Elements”; “Identifying Number”; “Land”; “Limited Common Elements”; “Membership”; “Percentage Interest”; “Person”; “Record”; “Rules and Regulations and/or Community Rules”; “Takoma Village Cohousing Homeowners Association” or “TVC” or “TVCHA”; “Unit “; “Unit Owner”; “Unit Owners Association.”
3. PURPOSE AND APPLICABILITY OF BYLAWS.
These Bylaws are adopted pursuant to the District of Columbia Condominium Act of 1976 as amended by the Condominium Act of 1976 Reform Amendment Act of 1990 and the Condominium Act of 1976 Technical and Clarifying Amendment Act of 1992, as may be amended further from time to time, and provide for the self-government of the Condominium.
The administration and management of the Condominium and the actions of the Unit Owners and the Unit Owners Association and its Board of Directors and Officers shall be governed by these Bylaws.
All present and future Unit Owners and their tenants, licensees, invitees, servants, agents, employees, and any other person or persons who are permitted to use the Condominium shall be subject to these Bylaws and the other Condominium Instruments and to the Community Rules of the TVC Homeowners Association. Acquisition, rental, or occupancy of a Unit shall constitute the Unit Owner’s, tenant’s, and occupant’s acceptance and ratification of, and agreement to comply with, these Bylaws and the other Condominium Instruments, and any Community Rules now existent or hereafter adopted.
4. UNIT OWNERS ASSOCIATION.
4.1 Membership. All Unit Owners in the Condominium, acting as a group in accordance with the Condominium Act and the Condominium Instruments, constitute the Takoma Village Cohousing Homeowners Association.
A person shall automatically become a member of the TVC Homeowners Association at the time that he becomes a Unit Owner and shall remain a member until such time as his ownership of a Unit ceases for any reason, at which time his Membership in the Association shall automatically cease.
The ownership of an interest in a Unit solely as security for the performance of an obligation does not entitle the owner of such interest to membership in the Association.
Non-owning residents, eighteen (18) years of age or older, who sign the Membership Agreement and meet any other criteria which may be agreed upon by the Board or the Membership, are Associate Members.
Residents younger than eighteen (18) years of age may become Associate Members by the consensus of the Membership, by signing the Membership Agreement, and by meeting any other criteria which may be agreed upon by the Board or the Membership.
4.2 Powers and Responsibilities. Pursuant to Subsection 301(b) of the Condominium Act, and except as otherwise expressly provided in these Bylaws or in the Declaration, the powers and responsibilities assigned by the Declaration, and by the Condominium Act, to the Takoma Village Cohousing Homeowners Association are delegated to the Board of Directors, as more particularly set forth in Section 5.
4.3 Meetings.
4.3.1 Place of Meetings. Meetings of the Association shall be held at such place as may be designated by the Board of Directors and stated in the notice of the meeting.
4.3.2 Annual Meetings. The first annual meeting of the Association shall be held at the time designated by the Board of Directors
(a) within two years from the date that the first Unit is conveyed or
(b) within ninety (90) days after Units to which seventy-five percent (75%) of the Percentage Interests appertain have been conveyed by the Declarant, whichever date first occurs, or
(c) on such earlier date as may be established by the Board of Directors.
Thereafter an annual meeting of the Association shall be held on a date to be established by the Board of Directors, which shall be not more than sixty (60) days prior to or thirty (30) days after the end of the fiscal year, except that the second annual meeting of the Association shall be held not less than six (6) months or more than eighteen (18) months after the date of the first annual meeting. The annual meeting of the Association shall be held for the selection of Directors and the conduct of such other business as may be properly brought before the meeting.
4.3.3 Special Meetings. A special meeting of the Association may be called by the Board of Directors or by the President; and must be called by the President at the written request (stating the purposes of the meeting) of twenty-five percent (25%)or more of the Unit Owners. No business shall be transacted at a special meeting except that which is set forth in the notice of the meeting.
4.3.4 Notices. The Secretary shall send a notice of the meeting of the Association to each Unit Owner at least twenty-one (21) days in advance of an annual or regularly scheduled meeting and at least seven (7) days in advance of any other meeting.
The notice shall state the time, place and purposes of the meeting.
The notice shall be given to each Unit Owner:
(a) by United States mail at his Unit address or to such other address as he may have designated to the Secretary in writing or
(b) by hand-delivery provided that if notice is hand-delivered by the Secretary, such notice shall not be effective unless the Secretary certifies in writing that the notice was delivered to the Unit Owner, or
(c) by delivery to the Unit’s community message box, provided that if notice is delivered to the Unit’s community message box by the Secretary, such notice shall not be effective unless the Secretary certifies in writing that the notice was delivered to the Unit’s community message box.
4.3.5 Voting. In the event that consensus cannot be reached in accordance with 4.3.5(a) and voting is required, each Unit is allocated one equal vote in the Takoma Village Cohousing Homeowners Association. Each Unit Owner is entitled to cast the vote allocated to his unit. Since a Unit Owner may be more than one person, if only one of such persons is present at a meeting of the Association, that person shall be entitled to cast the vote allocated to that Unit.
Except where a greater number is required by the Condominium Act, the Declaration, or these Bylaws, and subject to the quorum requirement, decisions or actions of the TVC Homeowners Association shall be taken by a majority of the votes cast in person or by proxy. If the Declarant owns or holds title to any unit, the Declarant shall have the right to cast the vote assigned to that Unit.
(a) Consensus. The consensus process is the primary form of decision making. Wherever voting is referenced in these Bylaws, and/or the Declaration, voting is to be considered the back-up process in the event that the Takoma Village Membership is unable to reach consensus. The Membership shall adopt policies and procedures for reaching consensus.
The Membership (defined as Members and Associate Members) shall participate in consensus decision-making for Class 1 and Class 2 decisions as defined in Section 4.3.5(d). When Class 1 decisions must be decided by vote, only full Members shall vote. When Class 2 decisions must be decided by vote, the full Membership shall vote.
(b) Decisions. For both classes of decisions, the Board of Directors shall determine whether the decisions shall be made in the Membership Meetings, Board Meetings, or Committee Meetings. The Membership can override these and all other decisions of the Board except where these Bylaws specify otherwise. The quorum for Class 1 decisions shall be fifty-one percent(51%) of the units. The quorum for Class 2 decisions shall be fifty-one percent (51%) of the Membership. The Membership or the Board may modify the quorum needed for Class 2 decisions.
(c) Back-up voting. If the Association cannot reach consensus on a Class 1 or Class 2 decision, the issue may be tabled or set aside for another meeting. Alternatively, if the relevant quorum (as defined in Section 4.3.5(b)) is present, there may be a call for a vote, to be passed by a simple majority of eligible voters present and voting, or such super majority as the Community Rules, the Declaration, and/or these Bylaws may require.
The vote shall be taken at a later meeting after the notice required for an Association Membership Meeting has been given. The vote shall be by simple majority of eligible voters present and voting, or such supermajority as the Community Rules, the Declaration, and/or these Bylaws may require.
For Class 1 decisions, there is one eligible vote per unit, and each unit owner has eligible votes equal to one divided by the number of owners of that unit.
For Class 2 decisions, each Member and Associate Member has one eligible vote. Voting may be in person or by proxy.
(d) Decision Types.
“Class 1 Decisions” means those decisions relating to:
(1) proposed amendments to the Declaration and/or Bylaws;
(2) capital expenditures (as defined in Section 7.8);
(3) approval of assessments except for any special assessment that is allocated by a different formula than that specified in Section 15 of the Declaration;
(4) dissolution of the Association;
(5) declaration of bankruptcy;
(6) the purchase, sale or encumbrance of real property;
(7) incursion of debt;
(8) and such other decisions or issues as may be determined to be appropriate by the Members according to the procedures specified in Sections 4.3.5(a), 4.3.5(b) and 4.3.5(c).
“Class 2 Decisions” are all other decisions.
4.3.6 Proxies.A vote or fraction thereof may be cast pursuant to a proxy or proxies duly executed by or on behalf of the person entitled to cast that vote or fraction thereof.
To be valid, a proxy must be dated, signed by or on behalf of all owners of the unit, filed by the time of the meeting with the Secretary, or in the Secretary’s absence, the facilitator of the relevant meeting, and may not purport to be revocable without notice, and the signature must be witnessed by a person who shall sign his full name and address.
Revocation of a proxy is not binding on the TVC Homeowners Association unless actual notice of the revocation is received by the person presiding over the meeting and signed by the voter or a person entitled to execute conveyance of real property interests on behalf of the voter.
A proxy shall terminate automatically upon the adjournment of the first meeting held on or after the date of the proxy or at such time as may be both authorized by the Community Rules and specified on the face of the proxy. Any Member or Associate Member may vote in person or by proxy about Class 2 Decisions.
A quorum may not be satisfied by proxy.
4.3.7 Quorum. A quorum shall be deemed to be present throughout a meeting of the Association until adjournment if persons entitled to cast at least fifty-one percent (51%) of the votes are present in person at the beginning of such meeting. If a meeting cannot be organized because a quorum is not present, the Membership present may recess the meeting from time to time until a quorum is present, whereupon any business may be transacted that may have been transacted at the meeting as originally called. No further notice thereof shall be required.
4.3.8 Order of Business. The initial business at a meeting of the Association shall be as follows:
(a) proof of notice of meeting; and
(b) determination of the presence of a quorum.
4.3.9 Conduct of Meeting. The President or the President’s designee shall preside at meetings of the Association and the Secretary shall keep the minutes of meetings. Roberts Rules of Order Revised shall govern the conduct of all meetings of the Association when not in conflict with the Condominium Act or the Condominium Instruments. Failure to operate by Roberts Rules of Order Revised shall not invalidate any action taken at the meeting.
5. BOARD OF DIRECTORS.
5.1 Powers and Duties. The Board is the agent of the Membership and shall at all times act in accordance with policies and directives properly adopted by the Membership. The Board of Directors is the executive and administrative entity designated by the Membership to act for the Association in governing the Condominium, and is an “Executive Board” within the meaning of the Condominium Act.
The affairs and business of the Association shall be managed by the Board of Directors. The Board of Directors may delegate to a Director or Officer, subject to the continuing control of the Board of Directors, any matters relating to the duties of the Managing Agent.
Any other provision of the Declaration or Bylaws to the contrary notwithstanding, the Board shall not amend the Declaration, Bylaws or Community Rules, dissolve the Association, file for bankruptcy, or acquire or sell real property, without prior approval of the Membership.
In addition to other powers and duties granted or imposed by these Bylaws or by resolution of the Association, the Board of Directors shall have the power and duty to:
(a) adopt and amend a budget for revenues, expenditures, and reserves, and collect assessments for common expenses from Unit Owners;
(b) hire or discharge a managing agent or other employees, agents, or independent contractors;
(c) institute, defend, or intervene in litigation or administrative proceedings in the name of the Association on behalf of the Association or two (2) or more Unit Owners on any matter that affects the Condominium;
(d) make a contract or incur liability;
(e) regulate the use, maintenance, repair, replacement, or modification of common elements;
(f) cause an additional improvement to be made as a part of the common elements;
(g) impose on and receive from individual Unit Owners any payment, fee, or charge for the use, rental, or operation of the common elements or for any service provided to Unit Owners;
(h) impose a reasonable charge for the preparation and recordation of an amendment to the Condominium Instruments, a statement concerning the resale of Units required by DC Code Sec. 45-1871, or a statement of an unpaid assessment;
(i) provide for the indemnification of Officers or the Executive Board of the Association and maintain liability insurance for Directors and Officers;
(j) assign the Association’s right to future income, including the right to receive common expense assessments, but only to the extent the Condominium Instruments expressly provide;
(k) exercise any other power conferred by the Condominium Instruments;
(l) exercise any other power that may be exercised in the District of Columbia by a legal entity of the same type as the Association or by a corporation;
(m) exercise any other power necessary and proper for the governance or operation of the Association.
5.2 Number and Appointment of Directors Prior to the First Annual Meeting of the Association. The number of Directors that constitutes the initial Board of Directors is five (5). The initial Board of Directors shall be appointed by the Declarant, in consultation with TVC, and shall serve
(a) until the selection of Directors at the first annual meeting of the Association or
(b) until replaced by the Declarant.
The Declarant’s appointees need not be Unit Owners or residents of the Condominium, and the Declarant shall have the right, in consultation with TVC, to replace such Directors and to designate their successors if vacancies occur for any reason.
Not later than the time that units to which twenty-five percent (25%) of the undivided Percentage Interests in the Common Elements appertain have been conveyed, a special meeting of the Association shall be held at which Unit Owners other than the Declarant shall meet to select one replacement Director.
Not later than the time units to which fifty percent (50%) of the undivided Percentage Interests in the Common Elements appertain have been conveyed, a special meeting of the Association shall be held at which Unit Owners other than the Declarant shall meet to select one replacement Director.
For the purposes of these latter two special selections, normal quorum requirements shall be suspended, and the Directors shall be selected by consensus or, in the event that consensus can not be reached, a simple majority of the eligible Unit Owners present in person or by proxy at such meeting.
If units to which fifty percent (50%) or more of the undivided Percentage Interests appertain are sold at the same time, the two special meetings may be held as one meeting. If no special meetings are held, the original Directors remain in office until replaced.
5.3 Number and Selection of Directors from and after the First Annual Meeting of the Association.
From and after the first annual meeting of the Association, the Association will establish a Board of Directors consisting of three (3) Officers (President, Secretary and Treasurer), one member chosen by each standing committee and three (3) at-large members. If consensus cannot be reached, Officers and at-large Directors shall be selected by a plurality of votes of the Membership.
A Director’s term shall end on the date of the annual meeting at which his successor is selected, so that the Director’s term may be more or less than one calendar year, depending on the date of the annual meeting. A person shall cease to be a Director at such time as he resigns from the board or his term expires. The number of at-large Directors may be reduced or increased at the annual meeting.
5.4 Meetings.
5.4.1 Annual Meeting. An annual organizational meeting of the Board of Directors should be held within ten (10) days after each annual meeting of the Association. No notice shall be necessary to the newly selected Directors in order legally to constitute such meeting, providing a majority of the entire Board is present at the meeting. The meeting may be held immediately after the annual meeting of the Association on the same day.
5.4.2 Regular Meetings. Regular meetings of the Board of Directors shall be held at such time and place as shall be determined from time to time by the Board of Directors, but at least one meeting shall be held in each quarter of each fiscal year.
5.4.3 Special Meetings. Special meetings of the Board of Directors may be called by the President and shall be called by the President or Secretary on the written request of at least three Directors.
5.4.4 Notice and Waiver of Notice. Notice of regular or special meetings of the Board of Directors shall be given to each Director, by mail or hand-delivery at least seventy-two (72) hours prior to the time of the meeting, and shall state the time and place of the meeting. Notice of a special meeting shall state the purposes of the meeting. Placing the notice under or on the entrance door of the Director’s Unit constitutes hand-delivery of the notice. The mailing or hand-delivery of a notice of meeting in the manner provided herein shall constitute service of notice.
Notice of a meeting of the Board of Directors may be waived in writing by a Director either before or after the meeting. Attendance at a meeting constitutes waiver of notice of that meeting, unless the Director states at the commencement of the meeting that the notice of the meeting was not given in accordance with the Bylaws or is otherwise defective. If all of the members are present at any meeting of the Board of Directors, no notice shall be required and any business may be transacted at such meeting.
5.4.5 Quorum. The presence in person of at least two-thirds (2/3) of the Directors shall constitute a quorum for a meeting of the Board of Directors. If consensus cannot be reached, a majority of votes of Directors present at a meeting at which a quorum is present shall constitute the decision of the Board of Directors.
If less than a quorum is present at a meeting, the majority of those present may recess the meeting to a designated time and place. A recessed meeting may be held as designated without further notice, and when a quorum is present any business may be transacted which might have been transacted at the meeting as originally called.
5.4.6 Conduct of Meeting. The President or a designee shall preside at meetings of the Board of Directors and the Secretary shall keep the minutes of the proceedings.
5.4.7 Action by Directors Without a Meeting. Any action required or permitted to be taken may be taken without a meeting if all of the members of the Board of Directors consent in writing to such action. Such written consent or consents shall be filed with the minutes of the proceedings of the Board of Directors.
5.5 Vacancies. Except as provided in Section 5.2, a vacancy on the Board of Directors caused by any reason, other than removal of a Director by a vote of the Membership, shall be filled by a vote of the majority of the remaining Directors, even though they constitute less than a quorum; and each person so selected shall serve until the next annual meeting of the Association and until his successor is selected. A vacancy occurring on the Board of Directors or by reason of the removal of a Director by a vote of the Membership shall be filled by the Membership at an annual meeting or at a special meeting called for that purpose.
5.6 Removal of Officers and Directors. Except as provided in Section 5.2, a Director or an Officer may be removed by at least a two-thirds (2/3) vote of the Membership, and his successor selected, at a meeting of the Association at which a quorum is present. Any Director whose removal has been proposed shall be given at least ten (10) days notice of the calling of the meeting and the purpose of the meeting and an opportunity to be heard at the meeting.
5.7 Compensation. A Director shall not receive compensation from the Condominium for serving on the Board of Directors, but a Director may be reimbursed for reasonable out-of-pocket expenses incurred by him in the proper performance of his duties.
5.8 Annual Report of the Board of Directors. The Board of Directors shall present at each annual meeting of the Association, and when called for by vote of the Association at any special meeting of the Association, a complete statement of the operative and financial condition of the Condominium.
5.9 Fidelity Bonds. The Board of Directors shall require any Director, Officer, trustee, volunteer, agent (including the Managing Agent), or employee of the Association handling or responsible for funds to furnish adequate fidelity bond or insurance.
The fidelity bond or insurance shall designate the Association as a named insured and shall be written in an amount sufficient to provide protection which shall be not less than one-and-one-half (1 1/2) the Association’s estimated annual operating expenses and reserves or such greater amount as may be required by any secondary mortgage market agency, including the Federal Home Loan Mortgage Corporation.
The premiums on such fidelity bond or insurance shall constitute a Common Expense.
5.10 Liability of the Board. The Directors and Officers shall not be liable to the Association or to the Unit Owners for mistakes of judgment or for negligence not amounting to willful misconduct or bad faith.
The Unit Owners shall indemnify and hold harmless each of the Directors and Officers from and against all contractual liability to others arising out of contracts made by the Board of Directors or Officers on behalf of the Association or the Unit Owners unless such contract was made in bad faith or contrary to the provisions of the Condominium Instruments.
The Directors and Officers shall not be personally liable for contracts made by them on behalf of the Association.
The Association shall indemnify and hold harmless any person who was or is a party or is threatened to be made a party to any threatened, pending, or completed action, suit, or proceeding by reason of the fact that he is or was a Director or Officer of the Association against any claims, judgments, attorney fees, and related costs in connection with such action, suit, or proceeding if he acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the Association.
5.11 Common or Interested Directors. The Directors shall exercise their powers and duties in good faith and with a view to the interests of the Association and consistent with the purposes set forth in these Bylaws.
No contract or other transaction between the Association and one or more of its Directors, or between the Association and any corporation, firm, entity or association in which one or more of the Directors are Directors or Officers or are pecuniarily or otherwise interested, shall be either void or voidable because such Director or Directors are present at the meeting of the Board of Directors or any committee thereof which authorizes or approves the contract or transaction, if the conditions specified in the following subparagraphs exist:
(a) the fact of the common Directorate or interest is disclosed or known to the Board of Directors or a majority thereof and noted in the minutes, and the Board of Directors authorizes, approves, or ratifies such contract or transaction in good faith by a vote sufficient for the purpose; or
(b) the fact of the common Directorate or interest is disclosed or known to the Board of Directors or a majority thereof, and they approve or ratify the contract or transaction in good faith by a vote sufficient for the purpose; and
(c) the contract or transaction is commercially reasonable to the Association at the time that it is authorized, ratified, approved, or executed.
Common or interested Directors may be counted in determining the presence of a quorum at any meeting of the Board of Directors or committee thereof which authorizes, approves, or ratifies any contract or transaction. Such Directors may vote thereat to authorize any contract or transaction with like force and effect as if they were not common or interested Directors or Officers of such other corporation or were not so interested.
5.12 Board of Directors as Attorney-In-Fact. The Board of Directors may be appointed as attorney-in-fact by the Membership for the Unit Owners of all of the Units and for each of them, to manage, control, and deal with the interests of such Unit Owners in the Common Elements of the Condominium so as to permit the Board of Directors to fulfill all of its powers, functions, and duties under the provisions of the Act, the Declaration, and these Bylaws, and to exercise all of its powers thereunder, and to deal with the Building upon its destruction and the proceeds of any insurance indemnity as hereinafter provided.
This power shall include, but shall not be limited to, the power to grant easements and licenses from time to time affecting the Common elements, telephone cables, gas lines, storm drains, underground conduits, or such other purposes related to the provision of public utilities or as may be considered necessary or appropriate by the Board of Directors for the preservation of the health, safety, convenience, or welfare of the Unit Owners, or any of them.
The foregoing shall be deemed to be a power coupled with an interest, and the acceptance by any person or entity of any interest in any Unit shall constitute an appointment of the Board of Directors as such attorney-in-fact. This power shall be in addition to any authority to grant easements or licenses given to the Board of Directors by the Act, the Declaration or these Bylaws.
5.13 Committees.
5.13.1 Executive Committee. The Officers of the Association shall constitute the Executive Committee. The Executive Committee shall be authorized to act on behalf of the Board of Directors to make decisions which, due to time constraints, cannot come before the full Board.
The Membership at the annual meeting, or the Board of Directors at any meeting, may create and instruct committees, as they deem advisable.
5.13.2 Standing Committees. There shall be maintained the following standing committees whose responsibilities include but are not limited to the listed functions. Membership on all committees shall be open to all residents. The Membership or the Board may, from time to time, add additional standing committees.
(a) Administration: Administers financial and legal affairs of the community.
(b) Facilities/Landscape: Maintains and improves buildings and grounds (physical plant).
(c) Membership: Handles issues dealing with quality of life, social aspects of the community, and coordinating meals and other community activities.
5.13.3 Ad Hoc Committees. The Standing Committees, Board, and Association are empowered to form subcommittees and Ad Hoc Committees to carry out the work of the Homeowners Association.
5.13.4 Committee Oversight. The Executive Committee shall oversee all Committees and may, at the request of any Member, or Associate Member, intercede in the affairs of the Committee. Such intervention may include helping in conflict resolution or giving instructions to the Committee.
5.13.5 Committee Reports. All Committees shall post minutes electronically and in the Common House so that they are readily available to all residents. Minutes shall include but not be limited to a list of decisions made.
5.13.6 Representative of the Board. A representative of each Standing Committee will sit on the Board of the Homeowners Association.
5.13.7 Open Meetings. All meetings shall be open to all residents.
6. OFFICERS
6.1 Principal and Other Officers. The principal Officers of the Association are a President, a Secretary, and a Treasurer. The Board of Directors may appoint a Vice President, Assistant Secretaries, and Assistant Treasurers from their number.
6.2 Selection of Officers. The Officers of the Association shall be selected annually by the Membership.
6.3 President. The President is the chief executive Officer of the Association; he shall preside at meetings of the Association and the Board of Directors and shall be an ex-officio member of all committees; he shall have general and active management of the business of the Association, subject to the control of the Board of Directors, and shall see that all orders and resolutions of the Board of Directors are carried into effect. The President must be a member of the Board of Directors.
6.4 Vice President. The Vice President shall perform the duties and exercise the powers of the President in the absence or disability of the President and shall perform such other duties as the Board of Directors may prescribe.
6.5 Secretary. The Secretary shall attend all meetings of the Board of Directors and the Association, and shall record the voting and the minutes of all proceedings in a book to be kept by him for that purpose. He shall give notice of meetings of the Association and the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors or the President.
The Secretary shall compile and keep current at the principal office of the Condominium a record of the name of each Unit Owner and his last known post office address. This record of Unit Owners shall be open to inspection by all Unit Owners at reasonable hours during regular business days.
The Secretary shall also keep current and rein custody of the minute books of the proceedings of the Association and the Board of Directors. The Secretary shall publish the minutes to the Membership according to the process set forth in the Community Rules.
An Assistant Secretary may perform the duties and exercise the powers of the Secretary in the absence or disability of the Secretary and shall perform such other duties as the Board of Directors may prescribe.
6.6 Treasurer. The Treasurer shall have custody of all funds and securities except those funds which are placed under the control of the Managing Agent, and, with the assistance of the Managing Agent, shall keep full and accurate records of receipts and disbursements and shall deposit all funds in such depositories as may be designated by the Board of Directors.
He shall disburse funds as ordered by the Board of Directors, taking proper vouchers for such disbursements, and at regular meetings of the Board of Directors, or whenever they may require, provide an account of all of his transactions as Treasurer and of the financial condition of the Association.
An Assistant Treasurer shall perform the duties and exercise the powers of the Treasurer in the absence or disability of the Treasurer and shall perform such other duties as the Board of Directors may prescribe.
6.7 Delegation of Duties. In the case of the absence of any Officer, the Board of Directors may delegate, for the time being, the duties of such office to any other Officer or Director.
6.8 Compensation of Officers. No Officer shall receive any compensation from the Association for acting as such unless such compensation is approved by the Membership in accordance with the normal process, but with votes of not less than seventy-five percent (75%) of the Membership. An Officer shall be reimbursed for reasonable out-of-pocket expenses incurred by him in the performance of his duties.
7. OPERATION OF THE CONDOMINIUM.
7.1 Agreements, Contracts, Deeds, Checks. All agreements, contracts, deeds, leases, checks, and other instruments of the Association for expenditures or obligations in excess of five-hundred dollars ($500) shall be executed by any two (2) Officers of the Association or by such other person or persons as may be designated by the Board of Directors. All instruments for expenditures or obligations of five-hundred dollars ($500) or less may be executed by any one (1) Officer of the Association or by such other person as may be designated by the Board of Directors.
7.2 Managing Agent. The Board of Directors may employ for the Association a professional Managing Agent, at a compensation fixed by the Board of Directors, to perform such duties as the Board of Directors may authorize. Any agreement with the Managing Agent shall be in writing and shall provide that it may be terminated, with cause, at the end of any calendar month upon thirty (30) days’ prior written notice, and without cause upon sixty (60) days’ prior written notice. The Declarant, or an affiliate of the Declarant, may be employed as the Managing Agent. After the initial Managing Agent has been named, the Board of Directors shall not employ any new Managing Agent without thirty (30) days’ prior written notice to the First Mortgagees. The term of any such management agreement shall not exceed two (2) years.
7.3 Determination of Common Expenses and Assessments Against Unit Owners.
7.3.1 Fiscal Year. The fiscal year of the Condominium shall be established by the Board of Directors. 7.3.2 Annual Budget. On or before a date which is not less than 30 days prior to the end of each fiscal year, the Board of Directors shall adopt an annual budget for the Condominium for the succeeding fiscal year (hereinafter called the “Annual Budget”).
The Annual Budget shall contain an estimate of the amount necessary to pay the Common Expenses for the applicable fiscal year in a reasonably itemized form and a statement of the amount of the Common Expenses to be assessed against each Unit. Common Expenses shall include the amounts necessary to create and maintain reasonable reserves authorized by the Board of Directors, including the reserve authorized by Section 7.3.4.
Any reserve may be carried forward to succeeding fiscal years. If the funds received by the Association from condominium assessments exceed the Common Expenses for any fiscal year, then the Board of Directors, in its discretion, may
(a) apply such surplus funds to the payment of Common Expenses in succeeding fiscal years or
(b) credit such surplus funds against condominium assessments levied in succeeding fiscal years in accordance with the formula set forth in Section 15 of the Declaration or
(c) distribute such surplus funds to the then current Unit Owners in accordance with the formula set forth in Section 15 of the Declaration.
The Board of Directors shall send to each Unit Owner at least thirty (30) days prior to the commencement of each fiscal year a copy of the Annual Budget for the fiscal year.
7.3.3 Assessments for Common Expenses and Responsibilities. Subject to the provisions of Section 7.3.6, the total amount of the estimated funds required to pay the Common Expenses of the Condominium set forth in the Annual Budget adopted by the Board of Directors for the fiscal year shall be assessed against each unit in accordance with the formula set forth in the Declaration.
The Board of Directors has the discretionary power to determine at any time (either before or after an assessment has been made) that any assessment against the Units can be paid in installments and that a default by a Unit Owner in the payment of any installment of any assessment will accelerate the time for payment of all remaining installments by the defaulting Unit Owner.
Unless otherwise determined by the Board of Directors, the annual assessment against each Unit for its proportionate share of the Common Expenses shall be payable in twelve (12) equal monthly installments, and each installment shall be payable in advance on the first day of the month.
The Association also has the authority to assess labor responsibilities against each member household and to exchange labor for monetary or other assessments. The Board of Directors has the authority to establish alternative payment or work arrangements.
7.3.4 Reserve Fund for Capital Improvements, Replacements and Major Repairs. The Board of Directors shall establish and maintain a reasonable reserve for capital improvements, replacement, and major repairs by providing for a reserve in the Annual Budget, segregating such reserve on the books of the Condominium, and allocating and paying monthly to such reserve one-twelfth (1/12) of the total amount budgeted for such reserve for the current fiscal year.
The portion of the Units’ assessments paid into such reserve shall be conclusively deemed to be nonrefundable contributions to the capital of the Condominium by the Unit Owners. Such reserve may be expended for the purposes of capital improvements, replacements, and major repairs.
If for any reason, including nonpayment of any Unit’s assessment, such reserve is inadequate to defray the cost of a required capital improvement, replacement, or major repair, the Board of Directors may at any time levy a special assessment against the Units in accordance with the formula set forth in the Declaration, payable into such reserve in a lump sum or in installments as the Board of Directors may determine.
The Board of Directors may establish and maintain reserve funds for other purposes as may in its discretion appear advisable. The authority to levy a special assessment is subject to the requirements of Sections 7.3.5 and 7.8.
7.3.5 Special Assessments. In addition to any other assessment authorized by these Bylaws, the Board of Directors may levy a special assessment for the purpose of defraying the cost of any unexpected repair or other nonrecurring contingency, or to meet any deficiencies occurring from time to time.
The Board of Directors shall give notice to the Unit Owner(s) of any such further assessment by a statement in writing giving the amount, the basis of distribution, and reasons therefore, and such special assessments shall become due and payable, unless otherwise specified in the notice, with the next monthly assessment payment which is due more than ten (10) days after the delivery or mailing of such notice of additional assessment.
All Unit Owners shall be obligated to pay the adjusted monthly amount or, if the special assessment is not payable in installments, the amount of such assessment. The fund resulting from such special assessment shall be segregated on the books of the Condominium and expended solely for the purposes for which it was assessed, except that the Board of Directors may dispose of any unused funds as it sees fit. See also Sections 7.8 and 14.5.
7.3.6 Accounts. Any amounts collected by the Board of Directors with respect to assessments against the Units may be co-mingled in a single fund if such fund is maintained for the Association by a professional Managing Agent. Otherwise, the Reserve Fund for Capital Improvements, Replacements and Major Repairs shall be maintained in a separate, insured, interest bearing account and said fund shall not be co-mingled with any other fund or funds.
7.3.7 Effect of Failure to Adopt an Annual Budget. The failure or delay of the Board of Directors to adopt the Annual Budget for any fiscal year shall not constitute a waiver or release in any manner of a Unit Owner’s obligation to pay his allocable share of the Common Expenses as herein provided, and in the absence of an Annual Budget or adjusted Annual Budget, each Unit Owner shall continue to pay (with or without notice) a monthly assessment at the rate established for the preceding fiscal year until an assessment is made under a current annual Budget or adjusted Annual Budget and notice thereof has been sent to the Unit Owner.
7.3.8 Liability of Unit Owners. The liability of any Unit Owner arising out of any contract made by the Board of Directors or arising out of the indemnification of the Board of Directors shall be limited to that proportion of the total liability thereunder in accordance with the formula set forth in Section 15 of the Declaration. Every agreement made by the Board of Directors or by the Managing Agent on behalf of the Unit Owners shall provide, to the extent possible, that the members of the Board of Directors or the Managing Agent, as the case may be, are acting only as agents for the Association, and that no Unit Owner shall have any personal liability thereunder (except as a Unit Owner).
7.3.9 Initial Operating Period. The phrase, “Initial Operating Period,” as used in these Bylaws, means the period of time commencing on the date that the Condominium is created and ending on the date that Units to which seventy-five percent (75%) of the Percentage Interests appertain have been conveyed by the Declarant or on such earlier date as the Declarant in its sole discretion may determine.
During the Initial Operating Period, the Declarant in consultation with TVC Homeowners Association may determine to pay all the costs of operating the Condominium and each Unit Owner, in lieu of an assessment against the Units for Common Expenses, shall reimburse the Declarant for such costs in accordance with the formula set forth in the Declaration proportion to his Unit’s Percentage Interest. Even if the Declarant determines to make the payments provided in this Section, the Declarant shall nevertheless be obligated to fund or otherwise contribute to any capital or other reserve established for the Condominium during the initial operating period.
7.4 Liability for Common Expenses. A Unit Owner shall be personally liable for all lawful assessments, or installments thereof, levied against his Condominium Unit which become due while he is the owner of a Unit; and this liability of the Unit Owner is in addition to the Association’s statutory lien on the Condominium Unit for such assessments. No Unit Owner may exempt himself from liability with respect to the Common Expenses by waiver of the enjoyment of the right to use any of the Common Elements or by abandonment of his Unit or otherwise.
A selling Unit Owner shall not be liable for the payment of any part of the Common Expenses assessed against his Unit subsequent to a sale, transfer or other conveyance by him of such Unit.
The purchaser of a Unit shall be jointly and severally liable with the selling Unit Owner for all unpaid assessments against the Unit up to the time of the conveyance without prejudice to the purchaser’s right to recover from the selling Unit Owner the amounts paid by the purchaser thereof; provided, however, that any such purchaser shall be entitled to a statement from the appropriate Officer of the Association, setting forth the amount of the unpaid assessments against the Unit and such purchaser shall not be liable for, nor shall the Unit conveyed be subject to a lien for any unpaid assessments in excess of the amount therein set forth; and provided, further, that if the First Mortgagee of record or other purchaser of a Unit obtains title to the Unit as a result of foreclosure or deed (or assignment) in lieu of foreclosure of a first mortgage, such purchaser, its successors and assigns shall not be liable for, and such Unit shall not be subject to, a lien for the payment of Common Expenses assessed prior to the acquisition of title to such Unit by such purchaser pursuant to a foreclosure sale, conveyance, or assignment.
The lien for unpaid assessments is expressly subordinate to the lien of the First Mortgage, except to the extent the lien is prior to the First Mortgage as provided in DC Code Sec. 45-1853. Such unpaid share of Common Expenses assessed prior to the acquisition of title to such Unit by such purchaser to the foreclosure sale, conveyance, or assignment shall be collectible from all Unit Owners in accordance with the formula set forth in Section 15 of the Declaration. No amendment to the Section shall affect the rights under any First Mortgage recorded prior to recordation of such amendment unless the First Mortgagee joins in the execution of such amendment.
7.5 Collection of Assessments, Late Fees, Interest, and Responsibilities. The Board of Directors shall take prompt action to collect any assessments (or installments), including but not limited to financial or labor, for Common Expenses and responsibilities which remain unpaid or incomplete for more than fifteen (15) days after the due date. The Board of Directors may charge and a Unit Owner shall be obligated to pay a late fee for any condominium assessment (or installment) not paid by the Unit Owner on the due date.
In addition to any late fee authorized by the Board of Directors, in the event of a default by any Unit Owner in the payment of any condominium assessment (or installment) on the due date which continues for a period in excess of ten (10) days, such Owner shall be obligated to pay interest on the amounts due (including any late fee) at the rate of ten percent (10%) per annum or the maximum legal rate chargeable in the District of Columbia to natural persons with respect to first mortgage loans on such amounts due (whichever is lower) from the due date thereof. Any late fee or interest payable by a Unit Owner shall be deemed to be a special condominium assessment allocable to his Unit.
7.6 Statement of Unpaid Assessments.
7.6.1 Upon written request to the President of the Association by a Unit Owner or purchaser of a Unit or a First Mortgagee, the Board of Directors or a duly designated agent shall furnish (within the time period prescribed by the Act) a recordable statement setting forth the amount of unpaid assessments levied against such Unit.
7.6.2 The Board of Directors may impose a reasonable fee for each statement of unpaid assessments requested, and payment of the fee shall be a prerequisite to the issuance of the statement.
7.7 Maintenance and Repair.
7.7.1 By the Association. The Association, acting through the Board of Directors, shall be responsible for the maintenance, repair and replacement of the following:
(a) The Common Elements, whether located inside or outside of the Units, including, but not limited to, upkeep of the grounds, parking areas, Common House, and all furnishings and fixtures included therein.
(b) All portions of the Units which contribute to the support of the Building, excluding, however, the entrance doors and windows of a Unit and the interior surfaces of all walls, floors, and ceilings.
(c) Incidental damage caused to a Unit by work done by the Association.
Assessment and liability for the cost of the maintenance, repair, and replacement of the Common Elements are governed by Section 7.3. This Section 7.7.1 shall not relieve a Unit Owner of liability for damage to the Common Elements caused by the Unit Owner’s negligence, misuse, or intentional torts.
7.7.2 By the Unit Owner. Except for the portions of his Unit required to be maintained, repaired, or replaced by the Association, each Unit Owner shall be responsible for and shall bear the cost of the maintenance and repair of his Unit, including but not limited to the following: interior walls; interior surface of ceilings, walls, and floor; interior surface of the entrance doors and windows (excluding the hinges and counterweights; lighting fixtures; kitchen and bathroom fixtures, appliances, and equipment; the Unit’s individual air handling and water heating equipment, and water and sewage pipes located within the boundaries of the Unit and serving only that Unit; and Limited Common Elements assigned to the Unit, except that repairs to the common parking area shall be the responsibility of the Association.
Each Unit Owner shall keep the interior of his Unit and its equipment and appurtenances in good order, condition and repair and in a clean and sanitary condition, and shall do all redecorating, painting and varnishing which may at any time be necessary to maintain the good appearance and condition of the Unit. In addition, each Unit Owner shall be responsible for and shall bear the cost of maintenance and repair of each Limited Common Element assigned to his Unit, except that repairs to the common parking area shall be the responsibility of the Association.
Finally, each Unit Owner shall be responsible for all damage to any and all other Units or to the Common Elements resulting from his failure to make any of the repairs required to be made by him by this Section. Each Unit Owner shall promptly report to the Board of Directors or the managing Agent any defects or need for repairs for which the Association is responsible.
7.7.3 Manner of Repair and Replacement. All repairs and replacements shall be of first class quality and as nearly as practicable similar to the character of the construction or installation that existed immediately prior to the occasion that necessitated the repairs or replacements.
Repairs and replacements may be done with contemporary building materials and equipment. They must be done in a manner which will not adversely alter the value of the Condominium.
7.7.4 Public Areas. Anything contained in these Bylaws to the contrary notwithstanding, the public areas of the Condominium and any areas exposed to public view (including portions of a Unit) shall be kept in good appearance by the Association or the Unit Owner, as the case may be, and shall be maintained in a first class condition, in conformity with the dignity and character of the Condominium, and in a manner which does not adversely alter the value of the Condominium.
7.8 Capital Improvements, Alterations, Additions, Major Repairs And Nonrecurring Contingencies. The Board of Directors may approve a special assessment for the purpose of paying for capital improvements, alterations, additions, major repairs, or nonrecurring contingencies, costing in excess of one-thousand dollars ($1,000) during any period of twelve (12) consecutive months, only upon the approval of all Unit Owners.
Upon approval, the Board of Directors shall proceed with such additions, alterations, or improvements and shall assess all Unit Owners for the cost thereof as a Common Expense.
Notwithstanding the foregoing, if, in the opinion of the Directors with not less than seventy-five percent (75%) of the votes, such additions, alterations, or improvements are exclusively or substantially exclusively for the benefit of the Unit Owner or Unit Owners requesting the same, such requesting Unit Owner or Unit Owners shall be assessed, in such proportion as they jointly approve, if more than one Unit Owner, or, if they are unable to agree thereon, in such proportions as may be determined by the Board of Directors.
7.9 Structural Additions, Alterations or Improvements by Unit Owners. No Unit Owner shall make any structural addition, structural alteration, or structural improvement in or to his Unit or any change which might affect the Common Elements (including without limitation the electrical, telephone and data lines, computer lines, coaxial cable, CATV-E cable, and plumbing systems which constitute part of the Common Elements) or paint or alter the exterior of the Building, including the exterior of a Unit’s entrance doors and any surface of a window pane, without the prior written consent of the Board of Directors.
The Board of Directors shall be obligated to answer any written request by a Unit Owner for approval of a proposed structural addition, structural alteration, structural improvement, or painting to such Unit Owner’s Unit within forty-five (45) days after such request is made, and its failure to do so within the stipulated time shall constitute a consent of the Board of Directors to the proposed addition, alteration, structural improvement, or painting.
The Board of Directors may condition its consent upon such terms and conditions as it deems to be desirable or necessary to protect the Condominium and its use and enjoyment. Any application to any governmental authority for a permit to make an addition, alteration, or improvement to any Unit shall be executed by the Board of Directors only, without, however, incurring any liability on the part of the Board of Directors to any contractor or materialman on account of such addition, alteration, or improvement, or to any person having any claim or injury to a person or damage to property arising therefrom. The provisions of this Section 7.9 shall not apply to Units owned by the Declarant or its designee or any principal of the Declarant or designee of such principal until a deed for such Unit has been delivered to a purchaser other than such Declarant, principal, or designee.
7.10 Right of Access. Each Unit Owner grants a right of access to his Unit to the Board of Directors, to the Managing Agent, and to any other person authorized by the Board of Directors for the purpose of making inspections or correcting any condition originating in his Unit and threatening another Unit or a Common element or performing installations, alterations, or repairs to the mechanical or electrical services or other Common Elements in his Unit or elsewhere in the Building or correcting any condition which violates the provisions of any mortgage covering that Unit or another Unit, 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 or not the Unit Owner is present at the time.
7.11 Limitation of Liability. The Association shall not be liable for any failure of water supply or other services to be obtained by the Association or paid for as a Common Expense or for injury or damage to person or property caused by the elements or resulting from electricity, water, snow or ice which may leak or flow from any portion of the Common Elements or from any wire, pipe, drain, conduit, appliance or equipment.
The Association shall not be liable to any Unit Owner or other person for loss or damage, by theft or otherwise, of articles which may be stored upon any of the Common Elements. No diminution or abatement of Common Expense assessments shall be claimed or allowed for inconvenience or discomfort arising from the making of repairs or improvements to the Common Elements, or to any Unit, or from any action taken by the Association to comply with any law or ordinance, or with the order or directive of any municipal or other governmental authority, or for the dispossession of the Unit Owner by reason of fire or other casualty, except to the extent covered by insurance.
8. COMMUNITY RULES.
The Board of Directors is authorized to promulgate, amend, and enforce Community Rules concerning the operation and use of the Condominium; but the Community Rules shall not be contrary to or inconsistent with the Act, the Declaration, or these Bylaws. A copy of the Community Rules (and any amendment) shall be furnished by the Board of Directors to each Unit Owner at the time the Community Rules (or any amendment) become effective.
The Association will protect and honor the privacy of all residents and take action when the legitimate rights and interests of residents are violated or threatened.
9. RESTRICTIONS ON USE OF UNITS.
9.1 Enforcement of Community Rules. The Board shall have authority to make and enforce Community Rules regarding any posting of advertisements or posters, the ownership of pets, playing of loud music and other noise that disturbs one’s neighbors, other nuisances, etc. The Declarant and its agents have the right to post and utilize advertisements, signs, and posters in selling the Units.
9.2 Use of Units. Units shall be used only as private residences except for such other uses as are specified in the Community Rules and are consistent with the generally residential character of the community.
No absentee owners, who own solely for investment purposes, are permitted without prior express approval by the Board. This provision shall not be construed to prevent Unit Owners from having roommates that share expenses, declaring a portion of their home as an office for income tax purposes, or operating a strictly clerical service from their home, such as writing or research, a home office, or fledgling company, as limited by the Community Rules.
Additionally, any units close to Fourth Street, that have been zoned for commercial activity, or any units that have been zoned for commercial activity, may be converted from residential to commercial or mixed purposes with the permission of the Association.
This provision shall not be construed to prevent the Declarant from using any Unit for a model, sales office, or display purposes or to prohibit the leasing of Units owned by the Declarant; and the Declarant, in adopting the Condominium Instruments, specifically reserves an easement and express right and power to so utilize these Units.
No activity shall be conducted or maintained in any Unit or upon any of the Common Elements which is not in conformity with the zoning regulations of the District of Columbia.
9.3 Noise. Unit Owners, residents, and lessees shall exercise extreme care to avoid unnecessary noise or the use of musical instruments, radios, televisions, and amplifiers that may disturb other Unit Owners.
9.4 Nuisances. No nuisance or use or practice which is a source of annoyance to, or a health or safety hazard for, the Condominium residents or which interferes with the peaceful possession or proper use of the Condominium by its residents shall be allowed in the Condominium.
No one, including but not limited to Unit Owners, lessees, renters, residents, guests, representatives of the Management Agent, contractors, workers, employees or members of the public may, under any circumstances, smoke in the Common Elements of the Condominium. The exceptions are the open-air corridors, the greenway, the piazza, the parking lot, and other areas open to the sky.
9.5 Visible Exterior Wiring or Equipment. No Unit Owner, resident, or lessee shall install wiring for electrical or telephone installation, television antennae, or other equipment, which protrudes through the walls or the roof of the Building or is otherwise visible on the exterior of the Building except as authorized by the Board of Directors.
9.6 Storage in Common Areas. A Unit Owner shall not place or cause to be placed in the public hallways, walkways, alleyways, or other Common Elements any furniture, trash, packages, or objects of any kind. The public hallways, walkways and alleyways shall be used solely for normal transit. Bicycles shall be placed only in those areas designated by the Board.
A Unit Owner shall not place or cause to be placed in the public hallways, walkways, alleyways, or other Common Elements any furniture, trash, packages or objects of any kind, except in the zones (widened areas of the corridors) that were created for this purpose insofar as they do not restrict or interfere with normal transit. The Community Rules will govern the quantity, quality, and exclusivity of materials left in the corridors. Bicycles shall be placed only in those areas designated by the Board.
9.7 Engaging Employees for Private Services. No Unit Owner, resident, or lessee shall direct or engage any employee of the Condominium on any private business of such Unit Owner, resident, or lessee, nor shall he direct, supervise, or in any manner attempt to assert control over such employee, or over any contractor acting under a contract or agreement with the Association, without prior approval of the Board of Directors.
This provision shall not be construed to prevent or constrain business relationships between a Condominium employee and a Unit Owner if that Owner is the duly designated Agent as described in the Management Agreement.
9.8 Insurance Rating. No activity shall be done or maintained in any Unit or upon any Common Elements which will increase the rate of insurance on any Unit or the Common Elements or result in the cancellation of insurance thereon, unless such activity is first approved in writing by the Board of Directors.
9.9 Lawful Use. In the use of the Units and the Common Elements of the Condominium, Unit Owners shall obey and abide by all valid laws, ordinances and zoning, and other governmental regulations affecting the same, and all applicable Community Rules adopted by the Board of Directors.
9.10 Use of Common Elements. The Common Elements 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 the units.
9.11 Renting or Leasing a Unit. A Unit Owner must advise the Board of his intentions to rent or lease his unit, and annually thereafter. Three (3) months before a unit has been rented or leased for a three (3) year period, the Unit Owner shall apply, in writing, to the Board to extend the rental or lease period. The Board shall respond to the Unit Owner in writing, and shall not unreasonably withhold permission to extend the rental period.
The Unit Owner shall maintain contact with the Board and shall keep the Board apprised of his current address, telephone number, and e-mail address. The Board’s regulatory authority over its members extends to any lessees, tenants, renters, or guests of the Members. No condominium unit within the project shall be rented or leased for transient or hotel purposes.
Any owner of any Unit who shall rent or lease such Unit shall, promptly following the execution of any such agreement or lease, forward a conformed copy thereof to the Board of Directors.
All leases shall be in writing. Any such lease shall contain a provision to the effect that the rights of the tenant to use and occupy the Unit shall be subject and subordinate in all respects to the provisions of the Declaration and these Bylaws and to such Community Rules relating to the use of the common elements as the Board of Directors may from time to time promulgate and shall provide, further, that any failure by the tenant to comply strictly with the provisions of such documents shall be a default under the lease.
No Lessee shall sublet any Unit without the express, written permission of the Board.
This provision shall not be construed to prevent the Declarant from using any unit for a model, sales office, or display purposes or to prohibit the leasing of Units owned by the Declarant; and the Declarant, in adopting the Condominium Instruments, specifically reserves an easement and express right and power to so utilize these Units.
10. INSURANCE, DESTRUCTION, RESTORATION, CONDEMNATION AND DISTRIBUTION.
10.1 Authority. The Board of Directors shall obtain and maintain casualty and liability insurance under such terms and for such amounts as shall be deemed necessary by the Board of Directors, but in no event less than the amount required by Section 10.2.
The provisions of this Section 10 are intended to be consistent with the requirements of DC Code Section 45-1850 and to the extent that any provision of this Section 10 violates any provision of the DC Code, the provision of the Code shall control.
The insurance premiums paid by the Board shall be charged as items of Common Expense. Such insurance coverage shall provide for the issuance of certificates of insurance and mortgagee endorsements to all First Mortgagees of the Units, if requested.
Such insurance coverage shall be written on the Condominium and shall provide for the insurance proceeds covering any loss to be payable to the Board of Directors as Insurance Trustee for the benefit of each Unit Owner and his mortgagee as their interests appear.
The name of the insured under each required policy shall be stated as the Association for the use and benefit of the individual Unit Owners.
10.2 Coverage.
10.2.1 The Condominium shall be insured, to the extent available, against casualty or physical damage in a minimum amount equal to the maximum insurable replacement value, i.e. one-hundred percent (100%) of replacement costs based upon the value of replacing the Building and all improvements of the condominium utilizing contemporary building materials and technology thereof (exclusive of excavations and foundations) as determined annually by the Board of Directors with assistance of the insurance company affording such coverage.
The policy shall cover all the improvements of the Condominium except those made by a Unit Owner at his expense and shall contain a “condominium replacement cost” endorsement. Such coverage shall afford protection against:
(a) loss or damage by fire, vandalism, malicious mischief, windstorm, and other hazards covered by the standard extended coverage endorsement together with coverage for Common Expenses with respect to condominium units during any period of repair or reconstruction and such other risks as shall customarily be covered with respect to projects similar in construction, location, and use as the Directors in their sound discretion may deem advisable.
Such coverage shall insure the Building (including all of the Units and the bathroom, laundry and kitchen equipment, fixtures and cabinets, and electrical fixtures, together with all air conditioning, heating, and other equipment, but not including furniture, furnishings, or other personal property supplied or installed by Unit Owners) and other Condominium Property including all personal property included in the Common Elements.
If there is a steam boiler in operation, the Condominium shall have boiler explosion insurance in the amount of one-hundred-thousand dollars ($100,000) per accident per location.
(b) The Condominium shall be insured against liability for personal injury and property damage in such amounts and such forms as shall be required by the Board, which, however, in no event shall be less than one-million dollars ($1,000,000) with respect to any occurrence.
All liability insurance shall contain cross-liability endorsements to cover liabilities of the Association as a group, the Board, and each individual Unit Owner, or a “severability of interest” endorsement which shall preclude the insurer from denying the claim of a Unit Owner because of negligent acts of the Association or other Unit Owners.
The deductible, if any, on any policy of insurance purchased by the Board of Directors shall be paid by the Association and shall not exceed one-thousand dollars ($1,000) on any policy.
Workmen’s Compensation insurance shall be obtained where necessary to meet the requirements of law.
In addition to the foregoing, the Board of Directors may obtain such additional insurance coverage as it may deem advisable and appropriate or as may be requested from time to time by a majority of the Unit Owners.
10.2.2 If available, an “Agreed Amount and Inflation Guard Endorsement” shall be obtained, as well as a “Construction Code Endorsement.”
10.2.3 The Board of Directors, at the request of any Unit Owner of any Unit or at the request of the mortgagee of any Unit, shall promptly obtain and forward to such Unit Owner or mortgagee:
(a) an endorsement to any of the policies aforementioned in this Section showing the interest of such Unit Owner or mortgagee as it may appear;
(b) certificates of insurance relating to any of such policies and
(c) copies of any such policies, duly certified by the insurer or its duly authorized agent.
10.3 Limitations. Insurance obtained pursuant to the requirements of this Section 10 shall be subject to the following provisions:
(a) Each policy shall be written with a company or companies which are licensed to do business in the District of Columbia and which holds a rating of “B/VI” or better in the current edition of “Best’s Key Rating Guide.”
(b) No insurance coverage obtained and maintained pursuant to the requirements of this Section 10 shall be brought into contribution with insurance purchased individually by any of the Unit Owners or their mortgagees, as herein permitted, and any “no other insurance” or similar clause in any policy obtained by the Board of Directors pursuant to the requirements of this Section shall exclude such policies from consideration.
(c) Each policy shall provide that it may not be cancelled or substantially modified or reduced without at least one-hundred-and-eighty (180) days prior written notice to all insured named thereon, including all named First Mortgagees.
(d) Each policy of casualty insurance shall provide that, notwithstanding any provisions thereof which give the carrier the right to elect to restore or repair damage or reconstruct in lieu of making a cash settlement, such option shall not be exercisable without the prior written approval of the Board of Directors.
(e) Each policy shall contain a waiver of subrogation by the insurer as to any and all claims against the Unit Owners, the Association, the Board of Directors, the Managing Agent, and their respective agents, and of any defenses based upon coinsurance or invalidity arising from the acts of the insured.
(f) Policy contracts shall provide that no assessment may be made against any secondary mortgage market entity or designee thereof, and that any assessment made against others may not become a lien on the Condominium or any Unit superior to the first mortgage.
(g) Each policy shall provide that:
(1) the policy’s coverage shall not be prejudiced by any act or neglect of any occupants or Unit Owners of the Condominium or their agents, employees, tenants, mortgagees, or invitees when such act or neglect is not within the control of the insured or the Unit Owners collectively; and
(2) the policy shall not be prejudiced by failure of the insured or the Unit Owners collectively to comply with any warranty or condition with regard to any portion of the Condominium over which the insured or the Unit Owners collectively have no control.
10.4 Notice of Insurance Coverage. The Board of Directors shall promptly furnish to each Unit Owner written notice of the procurement, subsequent changes, or termination of each insurance policy obtained on behalf of the Association.
10.5 Individual Policies. Each Unit Owner or any mortgagee may obtain at his or her own expense additional insurance, including a “condominium unit owner’s endorsement” for improvements and betterments to a Unit made or acquired at the expense of the Unit Owner. Such insurance should contain the same waiver of subrogation provision as that required by Section 10.3.
It is recommended that each Unit Owner obtain, in addition to the insurance herein-above provided to be obtained by the Association, a “Condominium Unit Owner’s Policy,” or equivalent, to insure against loss or damage to personal property used or incidental to the occupancy of the Unit, additional living expense, vandalism or malicious mischief, theft, personal liability, and the like.
No Unit Owner shall maintain insurance coverage which will tend to decrease the amount which the Association may realize under any insurance policy which it may have in force at any particular time; the Board of Directors may require that each Unit Owner shall file with the Managing Agent a copy of each individual policy of insurance purchased by the Unit Owner within thirty (3O) days after its purchase.
The Board of Directors may also require that each Unit Owner shall notify the Board of Directors of all improvements made by him to his Unit having a value in excess of one-thousand dollars ($1,000).
10.6 Insurance Trustee. The Board of Directors shall serve as the Insurance Trustee. All insurance policies purchased by the Association shall be for the benefit of the Association, each Unit Owner, and his First Mortgagee, as their respective interests appear, and shall provide that proceeds payable pursuant to the policies shall be paid directly to the Board of Directors as Insurance Trustee. All policies shall provide that adjustment of loss shall be made by the Board of Directors.
10.7 Covenants for Benefit of Mortgagees. Proceeds of insurance policies received by the Insurance Trustee shall be distributed to or for the benefit of the Unit Owner entitled thereto, after first paying or making provision for the payment of the expenses of the Insurance Trustee, in the following manner:
(a) Proceeds are to be paid first to repair or restore damage or destruction, as elsewhere provided herein. After defraying the cost of the repair or restoration, all remaining proceeds shall be payable jointly to the Unit Owners and First Mortgagees, if any entitled thereto. This covenant is for the benefit of any First Mortgagee and may be enforced by such mortgagee.
(b) If it is determined in the manner elsewhere provided herein that the damage for which the proceeds are paid shall not be reconstructed or repaired, then and in that event, the Condominium shall be deemed to be owned in common by the Unit Owners and shall be subject to an action for partition upon the suit of any Unit Owner or mortgagee in which event the net proceeds of sale together with the net proceeds of any insurance shall be distributed pro rata to the Unit Owners, after first paying off, out of the share of each Unit Owner, the extent sufficient for that purpose, all liens, including mortgage liens, on the Unit of such Unit Owner. This is a covenant for the benefit of any mortgagee and may be enforced by such mortgagee.
10.8 Reconstruction.
10.8.1 If any part of the Condominium shall be damaged by casualty, the Association shall repair or replace it promptly unless the Condominium is terminated; repair or replacement would be illegal under any health or safety statute, rule, or regulation; or at least eighty percent (80%) of the Unit Owners, including every Unit Owner of a Unit or assigned limited common element which will not be rebuilt, vote not to rebuild.
10.8.2 If any Building or improvement standing or erected upon the Condominium shall be destroyed or damaged by some casualty and such destroyed or damaged property is to be reconstructed or repaired, the reconstruction or repair thereof shall be, at least, to the extent of the replacement value of the property destroyed or damaged and as nearly as practicable to the character of the Building or improvement existing immediately prior to such casualty.
Any reconstruction or repair shall be done in accordance with the outstanding building code requirements of the District of Columbia and may be done with contemporary building materials, and achieved by utilizing updated construction systems and technology.
If the damages exist only to parts of a Unit for which the responsibility of maintenance and repair is borne by the Unit Owner, then the Unit Owner shall be responsible for reconstruction and repair after casualty and shall be entitled, with the assistance of the Board of Directors, to apply for and use the applicable insurance proceeds.
In all other instances the responsibility of reconstruction and repair after casualty shall be that of the Board of Directors.
10.8.3 The proceeds of insurance collected on account of casualty and funds received by the Board of Directors from collections of assessments against Unit Owners on account of such casualty shall constitute a construction fund which shall be disbursed in payment of the costs of reconstruction and repair in the following manner:
(a) If the amount of the estimated costs of reconstruction and repair is ten-thousand dollars ($10,000)or less (as estimated by the Board of Directors), then the construction fund shall be disbursed in payment of such costs upon order of the Board of Directors, provided, however, that upon request of a mortgagee which is a beneficiary of an insurance policy, the proceeds of which are included in the construction fund, such fund shall be disbursed in the manner hereinafter provided;
(b) If the estimated costs of reconstruction and repair of the building or other improvement is more than ten-thousand dollars ($10,000), then the construction fund shall be disbursed in payment of such costs upon approval of an architect qualified to practice in the District of Columbia and employed by the Board of Directors to supervise such work, payment to be made from time to time as the work progresses.
(c) The architect shall be required to furnish a certificate giving a brief description of the services rendered and materials furnished by various contractors, subcontractors, materialmen, the architect, or other persons who have rendered services or furnished materials in connection with the work, and stating that:
(1) the sums requested by them in payment are justly due and owing and that said sums do not exceed the value of the services and materials furnished;
(2) there is no other outstanding indebtedness known to the said architect for the services and materials described; and
(3) the cost as estimated by said architect for the work remaining to be done subsequent to the date of such certificate, does not exceed the amount of the construction fund remaining after payment of the sum so requested.
10.9 Condemnation. A taking of, injury to, or destruction of part or all of the property by the exercise of the power of eminent domain shall be considered to be included in the term damage or destruction as provided in Section 10.8 and the award or settlement may, or any other compensation arising out of any taking or condemnation shall be treated in the same manner as insurance proceeds arising from a casualty loss.
10.10 Assessments If Insurance Is Inadequate. Immediately after a casualty causing damage to property for which the Board of Directors has the responsibility of maintenance and repair, the Board shall obtain reliable and detailed estimates of the cost to replace the damaged property in as good a condition as it was before the casualty. Such costs may include professional fees and premiums for such bonds as the Board desires or as may be required.
If the proceeds of insurance are not sufficient to defray such estimated costs, a special assessment shall be made against all the Units in accordance with the formula set forth in Section 15 of the Declaration, in sufficient amounts to provide funds to pay the estimated costs.
If at any time during reconstruction and repair, or upon completion of reconstruction or repair, the funds for payment of the costs thereof are insufficient, assessments shall be made against all of the Units in accordance with the formula set forth in Section 15 of the Declaration in sufficient amounts to provide funds for the payment of such costs.
10.11 Disbursements. Any and all disbursements of funds, whether such funds consist of insurance proceeds, special assessments, sale proceeds, or any combination thereof, to be made by the Insurance Trustee for any purpose whatsoever, shall be made pursuant to and in accordance with a certified statement of the Association or the Board of Directors.
10.12 Notification. The Board of Directors shall give written notice to:
(a) the First Mortgagee of the Unit whenever damage to the Unit covered by the mortgage exceeds one-thousand dollars ($1,000) and
(b) all First Mortgagees whenever damage to the Common Elements exceeds ten-thousand dollars ($10,000).
10.13 Conflict. If there is a conflict between any provision in this Section 10 and any provision of a Deed of Trust affecting the Condominium, the provision in the Deed of Trust shall control.
10.14 Premiums and Deductibles. Premiums and deductibles upon all insurance policies purchased by the Board of Directors shall be deemed to be a Common Expense.
11. MORTGAGEES.
11.1 Notice to Board. A Unit Owner who mortgages his Unit shall notify the Board of Directors through its designee of the name and address of his mortgagee; the Board shall maintain such information in a book entitled “Mortgagees of Units.
11.2 Notice of Unpaid Assessments. The Board, whenever so requested in writing by a mortgagee, shall promptly report any then unpaid assessments due from the owner of the mortgaged Unit.
11.3 Notice of Default. The Board shall give written notice to a Unit Owner of any default by the Unit Owner in the performance of any obligations under the Act or Condominium Instruments, and, if such default is not cured within sixty (60) days, shall promptly send a copy of such notice to each holder of a mortgage covering such Unit whose name and address has theretofore been furnished to the Board.
11.4 Examination of Books. Each Unit Owner and each First Mortgagee shall be permitted to examine the books and accounts of the Condominium at reasonable times, on business days.
11.5 Notice of Meetings. Upon request, each First Mortgagee of a Unit shall receive notice, in writing, of all meetings of the Association, and shall be permitted to designate a representative to attend all such meetings.
12. NOTICE.
12.1 Manner of Notice. Unless specified otherwise in other Sections of these Bylaws, whenever any notice is required to be given under the provisions of the Act or of the Condominium Instruments to any mortgagee, Director, or Unit Owner, it shall not be construed to require personal notice, but such notice may be given in writing, by mail, by depositing the same in a post office or letter box, in a postpaid sealed wrapper, addressed to such mortgagee, Director or Unit Owner at such address as appears on the books of the condominium, and such notice shall be deemed to be given at the time when the same shall be thus mailed.
12.2 Waiver of Notice. Whenever any notice is required to be given under the provisions of the Act or the Condominium Instruments, a Waiver thereof, in writing, signed by the person or persons entitled to such notice, whether signed before or after the time stated therein shall be deemed equivalent thereto.
13. AMENDMENT OF BYLAWS.
13.1 Amendment of Bylaws. At a meeting of the Association called for that purpose, these Bylaws may be amended in accordance with the Association’s decision-making process but requiring not less than the agreement of the Unit Owners representing at least three-fourths (3/4) of the votes in the Association; provided, however, that:
(a) Section 5.2 may not be amended insofar as it relates to the selection of members of the Board of Directors by the Declarant,
(b) Section 4.3.5 may not be amended insofar as it provides that the Declarant, so long as it is the owner of one or more Units, may vote the votes appurtenant thereto, and
(c) Section 9 may not be amended without the consent in writing of the Declarant, so long as the Declarant shall be a Unit Owner. Furthermore, notwithstanding the foregoing, so long as the Declarant is the owner of one or more Units, no amendment to the Bylaws or Community Rules may be adopted which could interfere with the display, sale, lease, or other disposition of such Unit or Units.
Amendments may be proposed by the Board of Directors or by petition signed by Unit Owners representing at least twenty-five percent (25%) of the votes in the Association. No amendment to the Bylaws shall become effective until recorded.
The Declarant reserves the right to amend these Bylaws so long as there is no Unit Owner other than the Declarant. The provisions of this paragraph are subject to the requirements of Section 12 of the Declaration and Section 15.7 of these Bylaws.
13.2 Approval of Mortgagees. These Bylaws contain provisions concerning various rights, priorities, remedies, and interests of the First Mortgagees of Units. Such provisions in these Bylaws are to be construed as covenants for the protection of the First Mortgagees on which they may rely in making loans secured by mortgages of the Units. Accordingly, all First Mortgagees shall be given thirty (30) days’ notice of all proposed amendments, and no amendment or modification of these Bylaws impairing or affecting the rights, priorities, remedies, or interests of a First Mortgagee shall be adopted without the prior written consent of such mortgagee. If there is more than one First Mortgagee holding mortgages on the Units, it shall be sufficient for this purpose to obtain the written consent of the First Mortgagee or Mortgagees holding mortgages on at least seventy-five percent (75%) of the Units encumbered by Mortgages.
13.3 Amendment by Declarant. Notwithstanding the provisions of Sections 13.1 and 13.2, the Declarant reserves the right to amend the Condominium Instruments in accordance with the provisions of the Condominium Act, subject to Section 12 of the Declaration.
14. COMPLIANCE AND DEFAULT.
14.1 Relief. Each Unit Owner shall be governed by, and shall comply with, all of the terms of the Condominium Instruments and the Community Rules, and any amendments of the same. A default by a Unit Owner shall entitle the Association acting through the Board of Directors, the Managing Agent, or the Manager, to the relief set forth in this Section 14.
14.2 Legal Proceedings. Failure to comply with any of the terms of the Condominium Instruments and the Community Rules shall be grounds for relief which may include without limiting the same, an action to recover any sums due for money damages, injunctive relief, foreclosure of the lien for payment of all assessments, any other relief provided for in these Bylaws and Community Rules, including reasonable “self help” measures, if appropriate, or any combination thereof, and any other relief afforded by a court of competent jurisdiction, all of which relief may be sought by the Association, the Board of Directors, the Manager or the Managing Agent, or if appropriate, by an aggrieved Unit Owner.
14.3 Rental with Foreclosure. In any action brought by the Board of Directors to foreclose a lien against a Unit because of unpaid common charges, the Unit Owner, if in possession of the Unit, 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, such rent to accrue from the date that an action to foreclose and to recover possession of Unit is commenced.
14.4 Notice to Mortgagee. No suit or other proceeding may be brought by the Association to foreclose the lien for any assessments levied pursuant to the Declaration or these Bylaws except after fifteen (15) days’ written notice to the First Mortgagee on the Unit which is the subject matter of the proceeding.
14.5 Additional Liability. Each Unit Owner shall be liable under a Special Assessment for any and all attorney’s fees and/or legal costs and expenses incurred by the Association in collecting any delinquent assessments, and the expenses of all maintenance, repair, or replacement rendered necessary by his act, neglect, or carelessness, or the act, neglect, or carelessness of any member of his family or his employees, agents, or licensees, but only to the extent that such expense is not covered by the proceeds of insurance carried by the Board of Directors. Such liability shall include any increase in fire insurance rates occasioned by use, misuse, occupancy, or abandonment of any Unit or its appurtenances. Nothing contained herein, however, shall be construed as modifying any waiver by an insurance company of its rights of subrogation.
14.6 Costs and Attorney’s Fees. In any proceeding arising out of any alleged default by a Unit Owner, including but not limited to a default in the payment of any condominium assessment (or installment), the prevailing party shall be entitled to recover the costs of the proceeding and such reasonable attorney’s fees as may be determined by the court. In the event that the prevailing party is the Association, the costs and attorney’s fees so awarded shall be assessed under a special assessment against the Unit Owner’s Unit unless promptly paid by the Unit Owner.
14.7 No Waiver of Rights. The failure of the Association, the Board of Directors, or any Unit Owner to enforce any right, provision, covenant, or condition which may be granted by the Condominium Instruments or the Community Rules shall not constitute a waiver of the right of the Association, the Board of Directors, or any Unit Owner to enforce any right, provision, covenant, or condition of the Condominium Instruments or the Community Rules in the future.
All rights, remedies, and privileges granted to the Association, Board of Directors, or any Unit Owner pursuant to any term, provision, covenant, or condition of the Condominium Instruments or Community Rules shall be deemed to be cumulative and the exercise of any one or more thereof shall not be deemed to constitute an election of remedies, nor shall it preclude the party exercising the same, from exercising such privileges as may be granted to such party by the Condominium Instruments or the Community Rules, or at law or in equity.
14.8 Abatement and Enjoinment of Violations by Unit Owners. The violation of any Community Rule adopted by the Board of Directors, or the breach of any Bylaw contained herein, or the breach of any provisions of the Condominium Instruments (after due notice to the Unit Owner that said violation or breach constitutes an immediate danger to the Condominium and Unit Owners) shall give the Board of Directors the right, in addition to any other rights set forth in these Bylaws:
(a) to enter the Unit in which, or as to which, such violation or breach exists and summarily to abate and remove, at the expense of the defaulting Unit Owner, any structure, thing, or condition that may exist therein contrary to the intent and meaning of the provisions hereof, and the Board of Directors shall not thereby be deemed guilty in any manner of trespass; or
(b) to enjoin, abate, or remedy by appropriate legal proceedings, either at law or in equity, the continuance of any such breach.
14.9 Lien for Contributions.
14.9.1 The total annual contribution of each Unit Owner for the Common Expenses levied pursuant to these Bylaws is hereby declared to be a lien levied against the Unit of such Unit Owner within the purview of the Act, which lien shall be effective as of the first day of each fiscal year of the Condominium. The Board of Directors, or the Managing Agent, may file or record such other or further notice of lien, or such other or further document as may be required by the then laws of the District of Columbia to confirm the establishment of such lien.
14.9.2 In any case where an assessment against a Unit Owner is payable in installments, upon a default by such Unit Owner in the payment of any single installment, which continues for ten (10) days after written notice of such default has been sent to the Unit Owner, the maturity of the remaining total of the unpaid installments of such assessments may be accelerated, at the option of the Board of Directors, and the then balance owing may be declared due and payable in full together with interest thereon at lesser of ten percent (10%) per annum or the maximum rate of interest permitted to be charged to natural persons in the District of Columbia with respect to first mortgage loans at the time such installment or assessment became due, whichever is lesser, and the cost of collection thereof, including any attorney’s fees actually incurred by the Association in attempting to collect such assessments, by the service of notice to such effect upon the defaulting Unit Owner by the Board of Directors or Managing Agent.
14.9.3 The Board of Directors may post a list of Unit Owners who are delinquent in the payment of any assessment or other fees which may be due in the Association, including any installment thereof which becomes delinquent, in any prominent location within the Condominium. The Unit Owner who is delinquent shall be prohibited from voting at any meeting of the Unit Owners Association until the amount necessary to release the lien has been paid.
14.9.4 The lien for assessments may be foreclosed in the manner provided by the laws of the District of Columbia against the Unit owned by such delinquent Unit Owner by a power of sale in favor of the Association.
A Unit Owner shall have the right to cure any default in payment of an assessment(s) at any time prior to the foreclosure sale by tendering payment in full of past due assessment(s), plus any late charges or interest due thereon and reasonable attorney’s fees and costs incurred in connection with the enforcement of the lien for such assessments. Such power of sale may be exercised by the Board of Directors on behalf of the Association, and the Board of Directors shall have the authority to deed a unit sold at a foreclosure sale by the Association to the purchaser at such sale. The recitals in such deed shall be prima facie evidence of the truth of the statement made therein and conclusive evidence in favor of bona fide purchasers for value.
No foreclosure sale shall be held until thirty (30) days after notice is sent by certified mail to a Unit Owner at the mailing address of the Unit and at any other address designated by a Unit Owner to the Board of Directors for purposes of such a notice. A copy of the notice shall be sent to the Mayor or the Mayor’s designated agent at least thirty (30) days in advance of the sale.
The notice shall specify the amount of the assessment(s) past due, together with any accrued interest thereon or late charges, if any, as of the date of the notice and shall further notify the Unit Owner that if such past due assessments and accrued interest or any late charges are not paid within thirty (30) days after the date such notice is mailed, the Board of Directors shall sell the Unit at a public sale at a time and place and on a date stated in the notice. Such date of sale shall not be sooner than thirty-one (31) days from the date such notice is mailed.
The Board of Directors shall give public notice of the foreclosure sale by advertisement in at least one (1) newspaper of general circulation in the District of Columbia and by such other means it deems necessary and appropriate to give notice of sale, if any. Such newspaper advertisement shall appear on at least three (3) separate days during the fifteen (15) day period prior to the date of the sale. The proceeds of sale shall be applied:
(a) To unpaid assessment(s) with interest thereon or late charges, if any;
(b) To the cost of foreclosure, including but not limited to, reasonable attorney’s fees; and
(c) The balance to the person or persons legally entitled thereto.
In the event any suit or other proceeding to enforce or foreclose the lien for any Common Expense assessments is commenced with respect to any Unit or Units in the Condominium, then the owner of such Unit or Units, upon resolution of the Board of Directors, may be required to pay a reasonable rental for such unit or units and the Association shall be entitled to the appointment of a receiver to collect the same, if available under the laws of the District of Columbia prevailing at such time.
14.9.5 The lien for assessments shall be prior to all other liens and encumbrances except:
(a) liens and encumbrances recorded prior to the recordation of the Declaration;
(b) liens of any first priority mortgage or deed of trust on such Unit recorded prior to the due date of such assessment or the due date of the first installment payable on such assessment; and
(c) liens for real estate taxes and municipal assessments or charges against the Unit. Such subordination shall apply only to Common Expense assessments, and installments thereof, which have become due and payable prior to the ratification of a sale or transfer of the Unit pursuant to a foreclosure or any deed, assignment or other proceeding or arrangement in lieu of foreclosure. The lien for assessments shall be prior to a mortgage or deed of trust described in 14.9.5(b) to the extent of the common expense assessments based on the periodic budget adopted by the Association which would have become due in the absence of acceleration during the six (6) months immediately preceding institution of an action to enforce the lien.
14.9.6 Any holder of any deed of trust, mortgage or other encumbrance duly recorded on a Unit and made in good faith and for value received who comes into possession of the Unit pursuant to a foreclosure or any deed, assignment or other proceeding or arrangement in lieu of foreclosure, and any other purchaser at a foreclosure sale, shall take the Unit free of any claims for unpaid common expense assessments levied against the Unit which accrue prior to the time the holder comes into possession of the Unit or prior to the ratification of the foreclosure sale, the delivery of the deed or assignment or the conclusion of such other proceeding or arrangement in lieu of foreclosure.
Such foreclosure, deed, assignment or other proceeding or arrangement in lieu of foreclosure shall not relieve the mortgagee in possession or the purchaser at any foreclosure sale from any liability for any common expense assessments thereafter becoming due, or from the lien established by this Section and the Condominium Act with respect to any common expense assessments thereafter becoming due. At the request in writing of any First Mortgagee of any Unit delivered to the Secretary of the Association, the Association shall promptly execute and deliver to that mortgagee such other and further assurances of the provisions of this Section as that mortgagee may from time to time reasonably require.
14.10 Information to be Furnished in the Event of Resale by a Unit Owner.
14.10.1 The Board of Directors or a duly designated agent or the Managing Agent, upon written request of any Unit Owner, shall furnish to such Unit Owner upon not less than ten (10) business days’ prior written notice, the certificate prescribed by DC Code Sec. 45-1871, as follows:
(a) Statement regarding any unpaid assessments and any rights of first refusal or other restraints on free alienability.
(b) Statement of any capital expenditures anticipated by the Association within the current or succeeding two fiscal years.
(c) Statement of the status and amount of any reserves for capital expenditures, contingencies, and improvements, and any portion of such reserves earmarked for any specified project by the Board of Directors.
(d) A copy of the statement of financial condition of the Association for the then most recent fiscal year for which such statement is available and the current operating budget, if any.
(e) Statement of the status of any pending suits or any judgments to which the Association is a party.
(f) Statement setting forth what insurance coverage is provided for all Unit Owners by the Association and a statement whether such coverage includes public liability, loss or damage, or fire and extended coverage with respect to the Unit and its contents.
(g) Statement that any improvements or alterations made to the Unit, or the Limited Common Elements assigned thereto, by the prior Unit Owner are not in violation of the Condominium Instruments.
(h) Statement of the remaining term of any leasehold estate affecting the Condominium or the Unit and the provisions governing any extension or renewal thereof.
(i) The date of issuance of the certificate.
(j) A copy of the Condominium Instruments.
14.10.2 The Board of Directors may impose a reasonable fee to furnish all the information required in accordance with Section 14.10.1 and payment thereof shall be a prerequisite to the issuance of any such statement.
15. MISCELLANEOUS.
15.1 Charges and Fines: The Membership may impose a charge for late payment of an assessment and, after notice and an opportunity to be heard, levy a reasonable fine for violation of the Condominium Instruments, including Community Rules of the Association.
15.2 Sale of Units. Upon notification of an Owner’s intent to sell, Takoma Village Homeowners Association or its designee shall have the exclusive right to purchase the unit for forty-five (45) days. If, after a unit has been on the open market, an offer is received, the Association shall have three (3) days to exercise its right of first refusal.
15.3 Parking Spaces. The Board shall assign one (1) parking space to each unit for the exclusive use of that unit. The parking spaces shall be assigned to Unit Owners by TVC Homeowners Association. From time to time, the size of the parking spaces, and the location of any particular space, shall change according to the needs of the community. Any household that does not want or need a parking space may lend, rent, lease, or donate in accordance with the Community Rules.
15.4 Compliance. These Bylaws are set forth in compliance with the Condominium Act.
15.5 Conflict. These Bylaws are subordinate and subject to the Act, the Declaration, and the Condominium Plat and Condominium Plans. In the event of any conflict between these Bylaws and the other Condominium Instruments, the provisions of the other Condominium Instruments shall control.
15.6 Severability. These Bylaws are adopted to comply with the laws and regulations of the District of Columbia. If any provision of these Bylaws or the application thereof in any circumstances is held invalid, the validity of the remainder of these Bylaws shall not be affected thereby, and to this end the provisions of these Bylaws are declared to be severable.
15.7 Waiver. No restriction, condition, obligation, or provision of these Bylaws shall be deemed to be abrogated or waived by reason or any failure to enforce the same.
15.8 Captions. The captions (Section headings) of these Bylaws are for convenience only and are not a part of these Bylaws and are not intended in any way to limit or enlarge the terms and provisions of these Bylaws.
15.9 Gender, Number. Whenever in these Bylaws the context so permits, the use of the singular shall include the plural and the converse; and the use of any gender shall be deemed to include all genders.
15.10 Consents. Any other provision of these Bylaws or of the Declaration to the contrary notwithstanding, neither the Association nor the Board of Directors shall institute any proceeding (or by omission cause or allow to occur) without the prior written consent of:
(a) First Mortgagees holding liens on at least seventy-five percent (75%) of Units (based upon one vote for each first mortgage owned) and
(b) at least ninety percent (90%) of the votes in the Association, for the first twenty (20) years following the recordation of these Bylaws, to take any of the following actions:
(1) change any Unit’s Percentage Interest in the Common Elements;
(2) partition or subdivide any Unit, or any Unit’s Per-contagia Interest in the Common Elements, nor subdivide, abandon, encumber, sell or transfer the Common Elements;
(3) seek to abandon or terminate the Condominium status of the Property except as provided by the Act in the case of substantial loss to the Units or the Common Elements;
(4) modify the method of determining and collecting assessments or allocating distributions of casualty insurance proceeds or condemnation awards;
(5) use the proceeds of casualty insurance for any purpose other than restoration, repair, or replacement, except as otherwise provided in the Condominium Act in the case of substantial loss.
15.11 Notice of Loss to or Taking of Common Elements. The Board of Directors shall give written notice to the Federal Home Loan Mortgage Corporation (c/o its Servicer) and the Federal National Mortgage Association of any loss to or taking of the Common Elements of the Condominium, if such loss or taking exceeds ten-thousand dollars ($10,000) or, with respect to a Unit covered by a mortgage which has been purchased, in whole or in part, where the loss or taking exceeds one-thousand dollars ($1,000).
IN WITNESS WHEREOF, the Declarant, Eco Housing Corporation, a Maryland corporation, has caused this instrument to be acknowledged as the Condominium Bylaws by Donald E. Tucker, its President, and does hereby appoint said Donald E. Tucker as its true and lawful attorney-in-fact to acknowledge and deliver these Bylaws as its act and deed, this 13 day of October, 2000.
DECLARANT
ECO HOUSING CORPORATION
_________________________
Donald E. Tucker, President
STATE OF MARYLAND,
COUNTY OF MONTGOMERY
I, Vilma E Montel a Notary Public in and for the State of Maryland, do hereby certify that Donald E. Tucker, who is personally well known to me and is named in the foregoing instrument bearing date of October 13, 2000, as attorney-in-fact for Eco Housing Corporation, the corporation named in the foregoing instrument as the Declarant, personally appeared before me in the State of Maryland and, as attorney-in-fact, acknowledged the foregoing instrument to be the act and deed of the Declarant, and that he delivered the same as such.
My hand and official seal this 13th day of October, 2000.
[signed Vilma E. Montel]
NOTARY PUBLIC
My Commission expires: September 24, 2001.
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