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Highview Condominium II, Inc.
Rules and
Guidelines
Bylaw of Highview Condominium II, Inc
PLEASE NOTE: To make the following document an accurate
reference, matching the version found in the prospectus, no editing or
corrections have been intentionally made to this document. The page numbering (a
different numbering at the top of the page from the bottom of the page) is
exactly what appears in the prospectus that every owner should have in their
possession - received from the previous owner as part of their closing.
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TABLE OF CONTENTS
Article Title Page
I. Plan of Unit Ownership 1
Sec. 1. Unit Ownership 1
Sec. 2. Applicability of By-Laws 1
Sec. 3. Application 1
Sec. 4. Office 1
II. Board of Managers 2
Sec. 1. Number and Qualification 2
Sec. 2. Powers and Duties 2
Sec. 3. Managing Agent and Manager 4
Sec. 4. Election and Term of Office 4
Sec. 5. Removal of Members of the Board of Managers 5
Sec. 6. Vacancies 5
Sec. 7. Organization Meeting 5
Sec. 8. Regular Meetings 5
Sec. 9. Special Meetings 6
Sec. 10. Waiver of Notice 6
Sec. 11. Quorum of Board of Managers 6
Sec. 12. Fidelity Bonds 6
Sec. 13. Compensation 6
Sec. 14. Liability of the Board of Managers 7
Sec. 15. Executive Committee 7
Sec. 16. Other Committees 7
III. Unit Owners 8
Sec. 1. Annual Meetings 8
Sec. 2. Place of Meetings 8
Sec. 3. Special Meetings 9
Sec. 4. Notice of Meetings 9
Sec. 5. Adjournment of Meetings 9
Sec. 6. Order of Business 9
Sec. 7. Title to Units 10
Sec. 8. Voting 10
Sec. 9. Majority of Unit Owners 10
Sec. 10. Quorum 10
Sec. 11. Majority Vote 10
Sec. 12. Action Without Meeting 10
IV. Officers 11
Sec. 1. Designation 11
Sec. 2. Election of Officers 11
Sec. 3. Removal of Officers 11
Sec. 4. President 11
Sec. 5. Vice President 11
Sec. 6. Secretary 11
Sec. 7. Treasurer 12
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Article Title Page
Sec. 8. Agreements, Contracts, Deeds, Checks, etc. 12
Sec. 9. Compensation of Officers 12
V. Operation of the Property 12
Sec. 1. Determination of Common Expenses
and Fixing of Common Charges 12
Sec. 2. Insurance 13
Sec. 3. Repair or Reconstruction After Fire or
Other Casualty 14
Sec. 4. Payment of Common Charges 15
Sec. 5. Collection of Common Charges and Assessments 15
Sec. 6. Default in Payment of Common Charges
or Assessments 16
Sec. 7. Foreclosure of Liens for Unpaid Common Charges 16
Sec. 8. Statement of Common Charges and Assessments 16
Sec. 9. Abatement and Enjoinment of Violations by
Unit Owners 16
Sec. 10.Maintenance and Repair 17
Sec. 11.Limited Common Elements 17
Sec. 12.Heating, Hot Water, and Air-Conditioning
Systems 17
Sec. 13.Restrictions of Use of Units 17
Sec. 14.Additions, Alterations, or Improvements by
Board of Managers 18
Sec. 15.Additions, Alterations or Improvements by
Unit Owners 19
Sec. 16.Use of Common Elements and Facilities 19
Sec. 17.Right of Access 20
Sec. 18.Water, Gas and Electricity 20
VI. Mortgages 20
Sec. 1. Notice to Board of Managers 20
Sec. 2. Notice of Unpaid Common Charges or Other Default 20
Sec. 3. Notice of Default 21
Sec. 4. Examination of Books 21
VII. Sales, Leases, and Mortgages of Units 21
Sec. 1. Sales and Leases 21
Sec. 2. Consent of Unit Owners to Purchase of Units
by Board of Managers 23
Sec. 3. No Severance of Ownership 23
Sec. 4. Release by Board of Managers of Right
of First Refusal 23
Sec. 5. Certificate of Termination of Right of
First Refusal 24
Sec. 6. Financing of Purchase of Units by
Board of Managers 24
Sec. 7. Gifts and Devises, etc. 24
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Article Title Page
Sec. 8. Waiver of Right of Partition with Respect to
Such Units as are Acquired by the Board of
Managers, or Its Designee, on Behalf of All
Unit Owners as Tenants in Common 24
Sec. 9. Payment of Common Charges and Assessments 24
Sec. 10.Mortgage of Units 24
Sec. 11.Exceptions 25
VIII. Condemnation 25
IX. Records 25
X. Miscellaneous 26
Sec. 1. Notices 26
Sec. 2. Invalidity 26
Sec. 3. Captions 26
Sec. 4. Gender 26
Sec. 5. Waiver 26
Sec. 6. Insurance Trustee 26
Sec. 7. Definition of "Mortgagee" 27
XI. Amendments to By-Laws 27
XII. Conflicts 28
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BY-LAWS
OF
THE HIGHVIEW CONDOMINIUM II
ARTICLE I
Plan of Unit Ownership
Section 1. Unit Ownership. The property located on Staten Island,
Richmond County, City and State of New York, south of Martha Street, north
of Howard Avenue and east of Clove Road (hereinafter called the "Property")
has been submitted to the provisions of Article 9-B of the Real Property
Law of the State of New York by the Declaration recorded in the Office of
the Richmond County Clerk simultaneously herewith and shall hereinafter,
be known as The Highview Condominium II (hereinafter called the "Condominium").
The residential apartments and medical office are herein sometimes called
"the units." The owner of a unit is herein referred to as a "unit
owner".
Section 2. Applicability of By-Laws. The provisions of these By-Laws
are applicable to the Property of the Condominium and to the use and occupancy
thereof. The term "Property" as used herein shall include the land, the building
and all other improvements thereon (including the units, and the common elements
and limited common elements), owned in fee simple absolute, and all easements,
rights and appurtenances belonging thereto, and all other property, real,
personal or mixed, intended for use in connection therewith, all of which
are intended to be submitted to the provisions of said Article 9-B of the
Real Property Law of the State of New York.
Section 3. Application. All present and future owners, mortgagees,
lessees and occupants of units and their employees, and any other persons
who may use the facilities of the Property in any manner are subject to these
By-Laws, the Declaration, and the Rules and Regulations attached hereto as
Schedule A, each as amended from time to time.
The acceptance of a deed or conveyance or the entering into of a
lease or the act of occupancy of a unit shall constitute an agreement that
these By-Laws, the Rules and Regulations, and the provisions of the Declaration,
as they may be amended from time to time, are accepted, ratified, and will
be complied with.
Section 4. Office. The office of the Condominium and of the Board
of Managers shall be located at 850 Howard Avenue, Staten Island, New
York.
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ARTICLE II
Board of Managers
Section 1. Number and Qualification. The affairs of the Condominium
shall be governed by a Board of Managers. Until the first meeting of unit
owners held pursuant to Section 1 (a) of Article III of these By-Laws, the
Board of Managers shall consist of three persons designated by Henry Gabbay
(the Sponsor of the Condominium). After the first meeting of unit owners
and until the second meeting of unit owners held pursuant to Section 1 (b)
of Article III of these By-Laws, the Board of Managers shall consist of two
persons designated by the Sponsor and one person elected by the unit owners
other than the Sponsor. After the second meeting of unit owners, the Board
of Managers shall consist of nine persons elected by all unit owners (including
the Sponsor), but the sponsors right to elect members of the Board shall
be subject to the limitations set forth in Section 1 (d) of Article III of
these By-Laws. All members of the Board of Managers shall be owners or mortgagees
of units, or, in the case of partnership owners or mortgagees, shall be members
or employees of such partnership, or in the case of corporate owners or
mortgagees, shall be officers, directors, stockholders or employees of such
corporations, or in the case of fiduciary owners or mortgagees shall be the
fiduciaries or officers or employees of such fiduciaries, or in the case
of the Sponsor, shall be designees of the Sponsor.
Section 2. Powers and Duties. The Board of Managers shall have the
powers and duties necessary for the administration of the affairs of the
Condominium and may do all such acts and things except as by law or by the
Declaration or by these By-Laws may not be delegated to the Board of Managers
by the unit owners. Such powers and duties of the Board of Managers shall
include, but shall not be limited to, the following:
(a) Operation, care, upkeep and maintenance of the common elements
and limited common elements described in the Declaration.
(b) Determination of the common expenses required for the affairs
of the Condominium, including, without limitation, the operation and maintenance
of the Property.
(c) Collection from the unit owners of the common charges and expenses
of the Condominium.
(d) Employment and dismissal of the personnel necessary for the
maintenance and operation of the common elements.
(e) Adoption and amendment of Rules and Regulations covering the details
of the operation and use of the Property.
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(f) Opening and maintaining of bank accounts on behalf of the Condominium
and designating the signatories required therefor.
(g) Purchasing or leasing or otherwise acquiring in the name of the
Board of Managers, or its designee, corporate or otherwise, on behalf of
all unit owners, units offered for sale or lease or surrendered by their
owners to the Board of Managers.
(h) Purchasing of units at foreclosure or other judicial sales in
the name of the Board of Managers, or its designee, corporate or otherwise,
on behalf of all unit owners.
(i) Acquiring in the name of the Board of Managers, or its designee,
corporate or otherwise, on behalf of all unit owners, rights and interests
in real and personal property for use in connection with the ownership and
operation of the Property as a residential condominium.
(j) Selling, leasing, mortgaging, or otherwise dealing with units
acquired by, and subleasing units leased by the Board of Managers or its
designee, corporate or otherwise, on behalf of all unit owners.
(k) Organizing corporations to act as designees of the Board of Managers
in acquiring title to or leasing of units or rights and interests in real
and personal property for use in connection with the ownership and operation
of the Property as a residential condominium, on behalf of all unit
owners.
(l) Obtaining insurance for the Property, including the units, pursuant
to the provisions of Article V, Section 2 hereof.
(m) Making of repairs, additions and improvements to or alterations
of the Property and making of repairs to and restoration of the Property
in accordance with the other provisions of these By-Laws after damage or
destruction by fire or other casualty, or as a result of condemnation or
eminent domain proceedings.
(n) Borrowing money on behalf of the Condominium when required in
connection with the operation, care, upkeep and maintenance of the common
elements, provided, however, that (i) the consent of a majority of all unit
owners shall be required for the borrowing of any sum in excess of $15,000
and (ii) no lien to secure repayment of any sum borrowed may be created on
any unit or its appurtenant interest in the common elements without the consent
of the unit owner. If any sum borrowed by the Board of Managers on behalf
of the Condominium pursuant to the authority contained in this paragraph
(n) is not repaid by the Board, a unit owner who pays to the creditor such
proportion thereof as his interest in the common elements bears to the interest
of all the unit owners in the common elements shall be entitled to obtain
from the creditor a
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release of any judgment or other lien which said creditor shall have
filed or shall have the right to file against the unit owner's unit.
(o) Levying fines against unit owners for violations of the Rules
and Regulations governing the operation and use of the Property.
(p) Adjusting and settling claims under insurance policies obtained
pursuant to Article V Section 2 and executing and delivering releases upon
settlement of such claims on behalf of all unit owners.
Notwithstanding anything to the contrary contained in these By-Laws,
so long as the Sponsor shall continue to own a unit, but not after two years
following the first transfer of title to a unit, the Board of Managers may
not, without the Sponsor's prior written consent, (i) make any addition,
alteration or improvement to the common elements or to any unit or (ii) assess
any common charge for the creation of, addition to or replacement of all
or part of a reserve, contingency or surplus fund or (iii) hire any employee
in addition to those in the employ of the Condominium on the date of the
first closing of title to a unit or (iv) enter into any service or maintenance
contract for work not covered by contracts in existence on the date of the
first closing of title to a unit or (v) borrow money on behalf of the Condominium
or (vi) amend the Declaration or these By-Laws. The Sponsor shall have the
right to withhold its consent to any of the foregoing actions.
Section 3. Managing Agent and Manager. The Board of Managers may employ
a managing agent and/or manager (including the Sponsor or a corporation organized
by the Sponsor) for the Condominium at a compensation established by the
Board of Managers to perform such duties and services as the Board of Managers
shall authorize. The Board of Managers may delegate to any manager or managing
agent all of the powers granted to the Board of Managers by these By-Laws
other than the powers set forth in subdivisions (b), (e), (f), (g), (h),
(i), (j), (k), (n), (o), (p) of Section 2 of this Article II.
Section 4. Election and Term of Office. The term of office of the
member of the Board of Managers elected by unit owners other than the Sponsor
at the first meeting of unit owners held pursuant to Section 1 (a) of Article
III of these By-Laws shall expire on the date of the second meeting of unit
owners held pursuant to Section l (b) of Article III of these By-Laws. Except
as provided in Section 1 (d) of Article III, at the second meeting of the
unit owners the term of office of three members of the Board of Managers
shall be fixed at three (3) years, the term of office of three members of
the Board of Managers shall be fixed at two (2) years, and the term of office
of three members of the Board of Managers shall be fixed at one (1) year.
The nominees for the Board of Managers receiving the highest number of votes
at a meeting for the election of members thereof shall serve for the longest
terms. At the expiration of the initial term of office of each member of
the Board of Managers elected at the second
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meeting of the unit owners, his successor shall be elected to serve
for a term of three (3) years. The members of the Board of Managers shall
hold office until their respective successors shall have been elected by
the unit owners.
Section 5. Removal of Members of the Board of Managers. At any regular
or special meeting of unit owners, any one or more of the members of the
Board of Managers, other than a member designated by the Sponsor, may be
removed with or without cause by a majority of the unit owners and a successor
may then and there or thereafter be elected to fill the vacancy thus created.
Any member of the Board of Managers whose removal has been proposed by the
unit owners shall be given an opportunity to be heard at the meeting. A member
of the Board of Managers designated by the Sponsor may only be removed by
the Sponsor and only he shall have the right to designate a replacement.
If a member of the Board of Managers ceases to be a unit owner or unit mortgagee
(or a partner, officer, director, stockholder or employee of a partnership
or corporate owner or mortgagee or fiduciary owner or mortgagee), unless
such member is a designee of the Sponsor, he shall be deemed to have resigned
effective as of the date such ownership or mortgage interest ceased.
Section 6. Vacancies. Vacancies in the Board of Managers caused by
any reason other than the removal of a member thereof by a vote of the unit
owners, shall be filled by vote of a majority of the remaining members at
a special meeting of the Board of Managers held for that purpose promptly
after the occurrence of any such vacancy, even though the members present
at such meeting may constitute less than a quorum, and each person so elected
shall be a member of the Board of Managers until the next annual meeting
of the unit owners, at which meeting a successor shall be elected for such
member. Notwithstanding the foregoing, vacancies of members designated by
the Sponsor shall be filled only by the Sponsor.
Section 7. Organization Meeting. The first meeting of the members
of the Board of Managers following the annual meeting of the unit owners
shall be held within ten (10) days thereafter, at such time and place as
shall be fixed by a majority of the members of the Board of Managers and
no notice shall be necessary to the newly elected members of the Board of
Managers in order legally to constitute such meeting, providing a majority
of the whole Board of Managers shall be present thereat.
Section 8. Regular Meetings. Regular meetings of the Board of Managers
may be held at such time and place as shall be determined from time to time
by a majority of the members of the Board of Managers, but at least four
such meetings shall be held during each fiscal year. Notice of regular meetings
of the Board of Managers shall be given to each member of the Board of Managers,
by mail or telegraph, at least three (3) business days prior to the day named
for such meeting.
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Section 9. Special meetings. Special meetings of the Board of Managers
may be called by the President on three (3) business days' notice to each
member of the Board of Managers, given by mail or telegraph, which notice
shall state the time, place and purpose of the meeting. Special meetings
of the Board of Managers shall be called by the President or Secretary in
like manner and on like notice on the written request of at least three (3)
members of the Board of Managers.
Section 10. Waiver of Notice. Any member of the Board of Managers
may at any time waive notice of any meeting of the Board of Managers in writing,
and such waiver shall be deemed equivalent to the giving of such notice.
Attendance by a member of the Board of Managers at any meeting of the Board
shall constitute a waiver of notice by him of the time and place thereof.
Any one or more members of the Board of Managers or any committee thereof
may participate in a meeting of the Board or committee by means of a conference
telephone or similar communications equipment allowing all persons participating
in the meeting to hear each other at the same time. Participation by such
means shall constitute presence in person at a meeting. If all the members
of the Board of Managers are present at any meeting of the Board, no notice
shall be required and any business may be transacted at such meeting.
Section 11. Quorum of Board of Managers. At all meetings of the Board
of Managers, a majority of the members thereof shall constitute a quorum
for the transaction of business, and the votes of a majority of the members
of the Board of Managers present at a meeting at which a quorum is present
shall constitute the decision of the Board of Managers. If at any meeting
of the Board of Managers there shall be less than a quorum present, a majority
of those present may adjourn the meeting from time to time. At any such adjourned
meeting at which a quorum is present, any business which might have been
transacted at the meeting originally called, may be transacted without further
notice. Any action required or permitted to be taken by the Board of Managers
or any committee thereof may be taken without a meeting if all members of
the Board or the committee consent in writing to the adoption of a resolution
authorizing such action, and the writing or writings are filed with the minutes
of the proceedings of the Board or the committee.
Section 12. Fidelity Bonds. The Board of Managers shall obtain a fidelity
bond in the amount of $25,000 or more for all officers and employees of the
Condominium and of the managing agent handling or responsible for Condominium
funds. The Board of Managers may obtain such other fidelity bonds as it deems
proper. The premiums on such bonds shall constitute a common expense.
Section 13. Compensation. No member of the Board of Managers shall
receive any compensation from the Condominium for acting as such.
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Section 14. Liability of the Board of Managers. The members of the
Board of Managers shall not be liable to the unit owners for any mistake
of judgment, negligence, or otherwise, except for their own individual willful
misconduct or bad faith. The unit owners shall indemnify and hold harmless
each of the members of the Board of Managers against all liability to others
arising from their acts as, or by reason of the fact that such person was
a member of the Board of Managers. It is intended that the members of the
Board of Managers shall have no personal liability with respect to any contract
made by them on behalf of the Condominium within the scope of their authority.
It is also intended that the liability of any unit owner arising out of any
contract made by the Board of Managers or out of the aforesaid indemnity
in favor of the members of the Board of Managers shall be limited to such
proportion of the total liability thereunder as his interest in the common
elements bears to the interests of all the unit owners in the common elements.
Every agreement made by the Board of Managers or by the managing agent or
by the manager on behalf of the Condominium shall provide that the members
of the Board of Managers, or the managing agent, or the manager, as the case
may be, are acting only as agents for the unit owners and shall have no personal
liability thereunder (except as unit owners) and that any liability of a
unit owner thereunder shall be limited to such proportion of the total liability
thereunder as his interest in the common elements bears to the interest of
all unit owners in the common elements. Members of the Board of Managers
designated by the Sponsor shall not incur any liability for self-dealing
in connection with any contract made by the Board of Managers on behalf of
the unit owners with the Sponsor provided that any compensation paid under
such contract shall be at then competitive rates for similar goods and services
in Staten Island, County of Richmond, City and State of New York.
Section 15. Executive Committee. The Board of Managers may, by resolution
duly adopted, appoint an Executive Committee to consist of three (3) or more
members of the Board of Managers, at least one of whom shall be a member
designated by the Sponsor so long as the Sponsor has the right to designate
a member of the Board. Such Executive Committee shall have and may exercise
all the powers of the Board of Managers in the management of the business
and affairs of the Condominium during the intervals between the meetings
of the Board of Managers insofar as may be permitted by law, except that
the Executive Committee shall not have power (a) to determine the common
charges and expenses required for the affairs of the Condominium, (b) to
determine the common charges payable by the unit owners to meet the common
charges and expenses of the Condominium, (c) to adopt or amend the Rules
and Regulations covering the details of the operation and use of the Property
or (d) to exercise any of the powers set forth in subdivisions (g), (h),
(i), (n) and (q) of Section 2 of Article II.
Section 16. Other Committees. The Board of Managers may by resolution
create such other committees as it shall deem appropriate and such
committees
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shall have such powers and authority as the Board of Managers shall
vest therein. The members of any such committee, at least one of whom shall
be designated by the Sponsor so long as the Sponsor has the right to designate
a member of the Board, shall be appointed by the President of the Condominium.
Such committee shall not have power to do any act which the Executive Committee
may not do under subsections (a)-(d) of Section 15 of Article II.
ARTICLE III
Unit Owners
Section 1. Annual Meetings.
(a) First Meeting. Within 60 days after the first closing of title
to a unit, the Sponsor shall call the first meeting of unit owners for the
election by unit owners other than the Sponsor of one member of the Board
of Managers. The Sponsor shall have the right to designate two members of
the Board of Managers at such meeting.
(b) Second Meeting. Within 60 days after (i) the sponsors conveyance
of title to all units or (ii) the first anniversary of the first conveyance
of title to a unit, whichever shall first occur, or sooner at the Sponsor's
option, the Sponsor shall call the second meeting of unit owners for the
election by all unit owners (including the Sponsor) of a nine-member Board
of Managers.
(c) Annual Meetings. Annual meetings of unit owners shall be held
on the first anniversary of the second meeting of unit owners held pursuant
to Section l (b) of this Article III and annually thereafter unless such
day shall fall on a Saturday, Sunday or legal holiday, in which event the
meeting for that year shall be held on the succeeding Monday.
(d) Sponsor's Right to Elect Members of the Board of Managers. So
long as the Sponsor shall continue to own: (i) units representing 40% or
more in common interest, the Sponsor shall have the right to elect four of
the 9 members of the Board of Managers; (ii) units representing 20% or more
but less than 40% in common interest, the Sponsor shall have the right to
elect two of the 9 members of the Board of Managers; or (iii) at least one
unit but less than 20% in common interest, the Sponsor shall have the right
to elect one of the 9 members of the Board of Managers. Members of the Board
of Managers elected by the Sponsor shall serve for a term of one year. All
other members of the Board of Managers shall be elected by the unit owners
and shall serve for the terms prescribed by these By-Laws. The unit owners
may transact such other business at such meetings as may properly come before
them.
Section 2. Place of Meetings. Meetings of the unit owners shall be
held at the principal office of the Condominium or at such other suitable
place convenient to the unit owners as may be designated by the Board of
Managers.
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Section 3. Special Meetings. It shall be the duty of the President
to call a special meeting of the unit owners if so directed by resolution
of the Board of Managers or upon a petition signed and presented to the Secretary
by not less than 25% in common interest, in the aggregate, of unit owners.
The notice of any special meeting shall state the time and place of such
meeting and the purpose thereof. No business shall be transacted at a special
meeting except as stated in the notice.
Section 4. Notice of Meetings. It shall be the duty of the Secretary
to mail a notice of each annual or special meeting of the unit owners, at
least ten but not more than forty days prior to such meeting, stating the
purpose thereof as well as the time and place where it is to be held, to
each unit owner of record, at the building or at such other address as such
unit owner shall have designated by notice in writing to the Secretary. If
the purpose of any meeting shall be to act upon a proposed amendment to the
Declaration or to these By-Laws, the notice of meeting shall be mailed at
least thirty days prior to such meeting. The mailing of a notice of meeting
in the manner provided in this Section shall be considered service of
notice.
Section 5. Adjournment of Meetings. If any meeting of unit owners
cannot be held because a quorum has not attended, a majority in common interest
of the unit owners who are present at such meeting, either in person or by
proxy, may adjourn the meeting to a time not less than forty-eight (48) hours
from the time the original meeting was called.
Section 6. Order of Business. The order of business at all meetings
of the unit owners shall be as follows:
(a) Roll call.
(b) Proof of notice of meeting.
(c) Reading of minutes of preceding meeting.
(d) Reports of officers.
(e) Report of Board of Managers.
(f) Reports of committees.
(g) Election of inspectors of election (when so required).
(h) Election of members of the Board of Managers (when so
required).
(i) Unfinished business.
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(j) New business.
Section 7. Title to Units. Title to units may be taken in the name
of an individual or in the names of two or more persons, as tenants in common
or as joint tenants or as tenants by the entirety, or in the name of a
corporation or partnership, or in the name of a fiduciary.
Section 8. Voting. The owner or owners of each unit (except the Board
of Managers), or some person designated by such owner or owners to act as
proxy on his or their behalf and who need not be an owner, shall be entitled
to cast the votes appurtenant to such unit at all meetings of unit owners.
The designation of any such proxy shall be made in writing to the Secretary,
and shall be revocable at any time by written notice to the Secretary by
the owner or owners so designating. Any or all of such owners may be present
at any meeting of the unit owners and (those constituting a group acting
unanimously) may vote or take any other action as a unit owner either in
person or by proxy. The total number of votes of all unit owners shall be
100,000 and each unit owner (including the Sponsor if the Sponsor shall then
own or shall then hold title to one or more units) shall be entitled to cast
one vote at all meetings of the unit owners for each .001 percent of interest
in the common elements applicable to his or their unit. A fiduciary shall
be the voting member with respect to any unit owned in a fiduciary
capacity.
Section 9. Majority of Unit Owners. As used in these By-Laws the term
"majority of unit owners" shall mean those unit owners having more than 50%
of the total authorized votes of all unit owners present in person or by
proxy at any meeting of the unit owners, determined in accordance with the
provisions of Section 8 of this Article III.
Section 10. Quorum. Except as otherwise provided in these By-Laws
or the Declaration, the presence in person or by proxy of unit owners having
one-third of the total authorized votes of all unit owners shall constitute
a quorum at all meetings of the unit owners.
Section 11. Majority Vote. The vote of a majority of unit owners at
a meeting at which a quorum shall be present shall be binding upon all unit
owners for all purposes except where in the Declaration, these By-Laws, or
by law a higher percentage vote is required.
Section 12. Action Without Meeting. Any action required or permitted
to be taken by the unit owners may be taken without a meeting if the number
of unit owners required by the Declaration, these By-Laws or applicable law
consent in writing to the adoption of a resolution authorizing such action
and the writing or writings are filed with the records of the
Condominium.
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ARTICLE IV
Officers
Section 1. Designation. The principal officers of the Condominium
shall be the President, the Vice President, the Secretary, and the Treasurer,
all of whom shall be elected by the Board of Managers. The Board of Managers
may appoint an assistant treasurer, an assistant secretary, and such other
officers as in its judgment may be necessary. The President and Vice President,
but no other officers, need be members of the Board of Managers.
Section 2. Election of 0fficers. The officers of the Condominium shall
be elected annually by the Board of Managers at the organization meeting
of each new Board of Managers and shall hold office at the pleasure of the
Board of Managers.
Section 3. Removal of Officers. Upon the affirmative vote of a majority
of the members of the Board of Managers, any officer may be removed, either
with or without cause, and his successor may be elected at any regular meeting
of the Board of Managers, or at any special meeting of the Board of Managers
called for such purpose.
Section 4. President. The President shall be the chief executive officer
of the Condominium and must be a member of the Board of Managers. He shall
preside at all meetings of the unit owners and the Board of Managers. He
shall have all of the general powers and duties which are incident to the
office of president of a stock corporation organized under the Business
Corporation Law of the State of New York, including but not limited to the
power to appoint members of committees created by the Board of Managers from
among the unit owners from time to time as he may in his discretion decide
is appropriate to assist in the conduct of the affairs of the
Condominium.
Section 5. Vice President. The Vice President shall take the place
of the President and perform his duties whenever the President shall be absent
or unable to act. If neither the President nor the Vice President is able
to act, the Board of Managers shall appoint some other member of the Board
of Managers to act in the place of the President, on an interim basis. The
Vice President shall also perform such other duties as shall from time to
time be imposed upon him by the Board of Managers or by the President.
Section 6. Secretary. The Secretary shall keep the minutes of all
meetings of the unit owners and of the Board of Managers; he shall have charge
of such books and papers as the Board of Managers may direct; and he shall,
in general, perform all the duties incident to the office of secretary of
a stock corporation organized under the Business Corporation Law of the State
of New York.
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Section 7. Treasurer. The Treasurer shall have the responsibility
for Condominium funds and securities and shall be responsible for keeping
full and accurate financial records and books of account showing all receipts
and disbursements, and for the preparation of all required financial data.
He shall be responsible for the deposit of all moneys and other valuable
effects in the name of the Board of Managers, or the managing agent, in such
depositories as may from time to time be designated by the Board of Managers,
and he shall, in general, perform all the duties incident to the office of
treasurer of a stock corporation organized under the Business Corporation
Law of the State of New York.
Section 8. Agreements, Contracts, Deeds, Checks, etc. All agreements,
contracts, deeds, leases, checks and other instruments of the Condominium
shall be executed by any two persons who shall be officers of the Condominium
or by such other person or persons as may be designated by the Board of
Managers.
Section 9. Compensation of Officers. No officer shall receive any
compensation from the Condominium for acting as such.
ARTICLE V
Operation of the Property
Section 1. Determination of Common Expenses and Fixing of Common Charges.
The Board of Managers shall from time to time, and at least annually, prepare
a budget for the Condominium, determine the amount of the common charges
payable by the unit owners to meet the common expenses of the Condominium,
and allocate and assess such common charges and expenses among the unit owners
according to their respective common interests. The common expenses shall
include, among other things, the cost of all insurance premiums on all policies
of insurance required to be or which have been obtained by the Board of Managers
pursuant to the provisions of Section 2 of this Article V and the fees and
disbursements of the Insurance Trustee. The common expenses may also include
such amounts as the Board of Managers may deem proper for the operation and
maintenance of the Property, including, without limitation, an amount for
working capital of the Condominium, for a general operating reserve, for
a reserve fund for replacements, and to make up any deficit in the common
expenses for any prior year. The common expenses may also include such amounts
as may be required for the purchase or lease by the Board of Managers or
its designee, corporate or otherwise, on behalf of all unit owners, of any
unit whose owner has elected to sell, or lease such unit or of any unit which
is to be sold at a foreclosure or other judicial sale. The Board of Managers
shall advise all unit owners, promptly, in writing, of the amount of common
charges and common expenses payable by each of them, respectively, as determined
by the Board of Managers, as aforesaid, and shall furnish copies
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of each budget on which such common charges and expenses are based
to all unit owners (and their respective mortgagees, if required). Until
the Sponsor has conveyed title to all the units to purchasers thereof, the
Board of Managers can reduce the amount of common charges allocated to the
units and payable by unit owners (including the Sponsor as owner of any unsold
units) provided that so long as the Sponsor controls the Board of Managers
the common charges will not be reduced below the amount necessary to operate
the Property.
The Sponsor shall be responsible for the common charges assessed
against a unit owned by him from the date of the first conveyance of title
to a unit in the building until such unit is sold to a bona fide
purchaser.
Section 2. Insurance. The Board of Managers shall be required to obtain
and maintain, to the extent obtainable, the following insurance: (1) fire
insurance with extended coverage, vandalism and malicious mischief endorsements
normal for a condominium of this type, insuring the building (including all
of the units and the equipment installed therein by the Sponsor, partitions,
floors and ceilings within the units, but not including any wall, ceiling
or floor decorations or coverings or other furniture, furnishings, fixtures
or equipment or other personal property supplied or installed by unit owners
or replacement of initial carpet supplied by the Sponsor), together with
all service machinery contained therein and covering the interests of the
Condominium, the Board of Managers, and all unit owners and their mortgagees,
as their interest may appear, in an amount equal to the full replacement
value of the building (exclusive of the cost of excavation and foundations),
without deduction for depreciation; each of said policies shall contain a
New York standard mortgagee clause in favor of each mortgagee of a unit which
shall provide that the loss, if any, thereunder shall be payable to such
mortgagee as its interest may appear, subject, however, to the loss payment
provisions in favor of the Board of Managers and the Insurance Trustee
hereinafter set forth; (2) water damage legal liability insurance; and (3)
such other insurance as the Board of Managers may determine. All such policies
shall provide that adjustment of loss shall be made by the Board of Managers
and that the net proceeds thereof, if $15,000 or less, shall be payable to
the Board of Managers, and if more than $15,000 shall be payable to the Insurance
Trustee.
The amount of fire insurance to be maintained until the first meeting
of the Board of Managers following the second meeting of the unit owners
shall be in at least the sum of $3,000,000.
All policies of physical damage insurance shall contain waivers of
subrogation and waivers of any defense based on co-insurance or of pro-rata
reduction of liability or of invalidity arising from any acts of the insured,
and shall provide that such policies may not be cancelled or substantially
modified without at least ten (10) days' prior written notice to all of the
insureds, including all mortgagees of units. Duplicate originals of all policies
of physical
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damage insurance and of all renewals thereof, together with proof
of payment of premiums, shall be delivered to all mortgagees of units at
least ten (10) days prior to expiration of the then current policies. Prior
to obtaining any policy of fire insurance or any renewal thereof, the Board
of Managers shall obtain an appraisal from a fire insurance company or otherwise
of the full replacement value of the building (exclusive of the cost of
excavations and foundations), including all of the units, and all of the
common elements therein, without deduction for depreciation, for the purpose
of determining the amount of fire insurance to be effected pursuant to this
Section.
The Board of Managers shall also be required to obtain and maintain,
to the extent obtainable, public liability insurance in such limits as the
Board of Managers may from time to time determine, covering each member of
the Board of Managers, the managing agent, the manager, and each unit owner
and covering all claims for bodily injury or property damage arising out
of any occurrence in the common elements or the units, except that such policy
shall not cover liability of a unit owner arising from an occurrence within
his own unit. Such public liability coverage shall also cover cross liability
claims of one insured against another. The Board of Managers shall review
such limits once each year. Until the first meeting of the Board of Managers
following the second meeting of the unit owners, such public liability insurance
shall be a single limit of $1,000,000 covering all claims for bodily injury
arising out of one occurrence and in a limit of $50,000 for each occurrence
for property damage or water damage legal liability claims.
Unit owners shall not be prohibited from carrying other insurance
for their own benefit provided that all such policies shall contain waivers
of subrogation and further provided that the liability of the carriers issuing
insurance obtained by the Board of Managers shall not be affected or diminished
by reason of any such additional insurance carried by any unit owner.
Section 3. Repair or Reconstruction After Fire or Other Casualty.
In the event of damage to or destruction of the building as a result of fire
or other casualty (unless such damage or destruction shall give a unit owner
or lienor a right of partition as provided by Article 9-B of the Real Property
Law of the State of New York), the Board of Managers shall arrange for the
prompt repair and restoration of the building (including any damaged units
and any equipment installed by the Sponsor therein, partitions, floors and
ceilings within the units but not including any wall, ceiling, or floor
decorations or coverings or other furniture, furnishings, fixtures or equipment
installed by unit owners or replacement of initial carpet supplied by the
Sponsor), and the Board of Managers or the Insurance Trustee, as the case
may be, shall disburse the proceeds of all insurance policies to the contractors
engaged in such repair and restoration in appropriate progress payments.
Any cost of such repair and restoration in excess of the insurance proceeds
shall constitute a common
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expense and the Board of Managers may assess all the unit owners
for such deficit as part of the common charges.
If, as the result of damage to or destruction of the building, by
fire or other casualty, the Property becomes subject to an action for partition
at the suit of any unit owner or lienor as if owned in common, in accordance
with the provisions of Article 9-B of the Real Property Law of the State
of New York, the Property will not be repaired and the net proceeds of sale,
together with the net proceeds of insurance policies (or if there shall have
been a repair or restoration pursuant to the first paragraph of this Section
3, and the amount of insurance proceeds shall have exceeded the cost of such
repair or restoration, then the excess of such insurance proceeds) shall
be divided by the Board of Managers, or the insurance Trustee, as the case
may be, among all the unit owners in proportion to their respective common
interests, after first paying out of the share of each unit owner the amount
of any unpaid liens on his unit in the order of the priority of such
liens.
Section 4. Payment of Common Charges. All unit owners shall be obligated
to pay the common charges assessed by the Board of Managers pursuant to the
provisions of Section 1 of this Article V at such time or times as the Board
of Managers shall determine.
No unit owner shall be liable for the payment of any part of the
common charges assessed against his unit subsequent to a sale, transfer or
other conveyance by him (made in accordance with the provisions of Section
1 of Article VII of these By-Laws) of such unit, together with the Appurtenant
Interests, as defined in Section 1 of Article VII hereof. In addition, any
unit owner may, subject to the terms and conditions specified in these By-Laws,
provided that his unit is free and clear of liens and encumbrances (other
than a first mortgage from an institutional lender) and the statutory lien
for unpaid common charges, convey his unit, together with the "Appurtenant
Interests", to the Board of Managers, or its designee, corporate or otherwise,
on behalf of all other unit owners, without any compensation and in such
event be exempt from common charges thereafter assessed. A purchaser of a
unit shall be liable for the payment of common charges assessed against such
unit prior to the acquisition by him of such unit, except that a mortgagee
or other purchaser of a unit at a foreclosure sale of such unit shall not
be liable for and such unit shall not be subject to a lien for the payment
of common charges assessed prior to the foreclosure sale.
Section 5. Collection of Common Charges and Assessments. The Board
of Managers shall assess common charges against the unit owners from time
to time and at least annually and shall take prompt action to collect any
common charge due from any unit owner which remains unpaid for more than
30 days from the due date for payment thereof.
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Section 6. Default in Payment of Common Charges or Assessments. In
the event of default by any unit owner in paying to the Board of Managers
the common charges or any assessment as determined by the Board of Managers,
such unit owner shall be obligated to pay interest at the legal rate on such
common charges or assessments from the due date thereof, together with all
expenses, including attorneys' fees, incurred by the Board of Managers in
any proceeding brought to collect such unpaid common charges or assessments.
The Board of Managers shall have the right and duty to attempt to recover
such common charges or assessments together with interest thereon, and the
expenses of the proceeding, including attorneys' fees, in an action to recover
the same brought against such unit owner, or by foreclosure of the lien on
such unit granted by Section 339-z of the Real Property Law of the State
of New York, in the manner provided in Section 339-aa thereof.
Section 7. Foreclosure of Liens for Unpaid Common Charges. In any
action brought by the Board of Managers to foreclose a lien on a unit because
of unpaid common charges, the unit owner shall be required to pay a reasonable
rental for the use of his unit and the plaintiff in such foreclosure action
shall be entitled to the appointment of a receiver to collect the same. The
Board of Managers, acting on behalf of all unit owners, shall have power
to purchase such unit at the foreclosure sale and to acquire, hold, lease,
mortgage, convey or otherwise deal with the same. A suit to recover a money
judgment for unpaid common charges shall be maintainable without foreclosing
or waiving the lien securing the same.
Section 8. Statement of Common Charges and Assessment. The Board of
Managers (or a managing agent on its behalf) shall promptly provide any unit
owner so requesting the same in writing, with a written statement of all
unpaid common charges and assessments due from such unit owner.
Section 9. Abatement and Enjoinment of Violations by Unit Owners.
The violation of any rule or regulation adopted by the Board of Managers,
or the breach of any By-Law contained herein, or the breach of any provision
of the Declaration, shall give the Board of Managers the right, in addition
to any other right set forth in these By-Laws: (a) upon reasonable notice
to the unit owner, to enter the unit in which, or as to which, such violation
or breach exists and to summarily 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 (provided, however,
that no prior notice shall be required in the event the Board of Managers
shall determine that action is immediately necessary for the preservation
or safety of the Property of the Condominium or for the safety of residents
of the Condominium or other persons or required to avoid the suspension of
any necessary service to the Condominium); or (b) to enjoin, abate or remedy
by appropriate legal proceedings, either at law or in equity, the continuance
of any such breach.
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Section 10. Maintenance and Repair.
(a) All maintenance, repairs and replacements to a unit, whether
structural or non-structural, ordinary or extraordinary, (other than maintenance
of and repairs to any common elements contained therein, and not necessitated
by the negligence, misuse or neglect of the owner of such unit) shall be
made by the owner of such unit. Each unit owner shall be responsible for
all damages to any and all other units, limited common elements and/or the
common elements, that his failure to do so may engender.
(b) All maintenance, repairs and replacements to the common elements
and limited common elements, whether located inside or outside of the units,
(unless necessitated by the negligence, misuse or neglect of a unit owner,
in which case such expense shall be charged to such unit owner), shall be
made by the Board of Managers and be charged to all the unit owners as a
common expense.
Section 11. Limited Common Elements. The following portions of the
common elements will be limited common elements:
The parking spaces, which will be for the exclusive use of the unit
owner, his guests, lessees, and invitees and residents of his unit.
The Board of Managers will have the responsibility of maintaining
and repairing all limited common elements, and the cost thereof will be included
in the common charges payable by all unit owners. If the maintenance and
repair is occasioned by damages caused by an owner or the result of his
negligence, said Unit Owner will be assessed for the cost thereof.
Section 12. Heating and Hot Water. All maintenance, repairs and
replacements to the heating and hot water system serving a unit shall be
made by the unit owner at the unit owner's expense.
Section 13. Restrictions on Use of Units. In order to provide for
congenial occupancy of the Property and for the protection of the values
of the units, the use of the Property shall be restricted to and shall be
in accordance with the following provisions:
(a) The units shall be used by unit owners (other than the Sponsor)
for residences only except that (a) they may be used for professional offices
by a resident thereof with the prior written consent of the Board of Managers,
unless prohibited by law and Unit Lobby-L may only be used as a medical office
unless the Unit Owner receives written consent of the Board of Managers for
another use and such other use is permitted by law. The Sponsor shall have
the right, without charge, (i) to maintain general and sales offices in one
or more units or elsewhere on the Property, to use one or more units as models
and for other promotional purposes and to erect and maintain signs on the
Property; (ii)
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to have its employees, contractors and sales agents present on the
Property; and (iii) to do all things necessary or appropriate, including
the use of the common elements, to sell or lease units and to complete
construction of the building and to comply with its obligations.
(b) 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 units.
(c) No nuisances shall be allowed on the Property nor shall any use
or practice be allowed which unreasonably interferes with the peaceful possession
or proper use of the Property by its residents or occupants.
(d) No immoral, improper, offensive, or unlawful use shall be made
of the Property or any part thereof, and all valid laws, zoning ordinances
and regulations of all governmental bodies having jurisdiction thereof shall
be observed. Violations of laws, orders, rules, regulations or requirements
of any governmental agency having jurisdiction thereof, relating to any portion
of the Property, shall be complied with, by and at the sole expense of the
unit owners or the Board of Managers, whichever shall have the obligation
to maintain or repair such portion of the Property.
(e) No portion of a unit (other than the entire unit and its Appurtenant
Interests) may be rented, and no transient tenants may be accommodated
therein.
(f) Rules and regulations concerning the use of the units and the
common elements may be promulgated and amended from time to time by the Board
of Managers provided that copies of such rules and regulations are furnished
to each unit owner not less than 5 days prior to the time that they become
effective. Any Rule or Regulation may be rescinded by vote of 70% of the
unit owners at a meeting duly called for such purpose.
(g) The Condominium's initial Rules and Regulations are attached hereto
as Schedule A.
Section 14. Additions, Alterations or Improvements by Board of Managers.
Subject to the provisions of Section 2 of ArticleII of these By-Laws, whenever
in the judgment of the Board of Managers the common elements shall require
additions, alterations or improvements costing in excess of $15,000 and the
making of such additions, alterations or improvements shall have been approved
by more than 50% in number and in common interest of the unit owners (including
the Sponsor if then a unit owner) in accordance with these By-Laws (and by
the holders of first mortgages on units, if their approval is required),
the Board of Managers shall proceed with such additions, alterations or
improvements and shall assess all unit owners for the cost thereof as a
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common charge. Any additions, alterations or improvements costing
$15,000 or less may be made by the Board of Managers without approval of
the unit owners or mortgagees of units and the cost thereof shall constitute
part of the common expenses.
Section 15. Additions, Alterations or Improvements by Unit Owners.
No unit owner shall make any structural addition, alteration or improvement
in or to his unit or which may affect the value of other units, without the
prior written consent thereto of the Board of Managers and, if required,
of his mortgagee. The Board of Managers shall have the obligation to answer
any written request by a unit owner for approval of a proposed structural
addition, alteration or improvement in such unit owner's unit, within thirty
(30) days after such request; and failure to do so within the stipulated
time shall constitute a consent by the Board of Managers to the proposed
addition, alteration or improvement. Any application to any governmental
authority having or asserting jurisdiction, for a permit to make an addition,
alteration or improvement in or to any unit shall be executed by the Board
of Managers only, without, however, incurring any liability on the part of
the Board of Managers or any of them to any contractor, subcontractor,
materialman, architect or engineer on account of such addition, alteration
or improvement, or to any person having any claim for injury to person or
damage to property arising therefrom. The provisions of this Section 15 shall
not apply to a unit owned by the Sponsor.
The Board of Managers will execute any application or other document
required to be filed with any governmental authority having or asserting
jurisdiction in connection with any such installation or structural addition,
alteration or improvement made by the Sponsor to any unit provided, however,
that neither the Board of Managers nor the unit owners other than the Sponsor
shall be subjected to any expense or liability by virtue of the execution
of the application or such other document.
Non-structural alterations and improvements to units that do not
affect the exterior of the building or the value of other units may be made
without the prior approval of the Board of Managers.
Section 16. Use of Common Elements and Facilities.
(a) A unit owner shall not store any furniture, packages or objects
of any kind in any part of the common elements, except subject to the rules
and regulations established by the Board of Managers.
(b) The common elements and facilities shall be used only for those
purposes for which they are reasonably suited and capable. No unit owner
shall make any addition, alteration, improvement or change in or to any common
element (including, but without limitation, the exterior of the building)
without the prior written consent of the Board of Managers (and the holders
of unit first mortgages, if required). The Sponsor shall have the right to
use the common
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elements, without charge, for the purposes set forth in Section 13
of this Article V.
Section 17. Right of Access. A unit owner shall grant a right of access
to his unit to the manager and/or the managing agent and/or any other person
authorized by the Board of Managers, the manager or the managing agent, for
the purpose of making inspections or for the purpose of correcting any condition
originating in his unit and threatening another unit or a common element,
or for the purpose of performing installations, alterations or repairs to
the mechanical or electrical services or other common elements in his unit
or elsewhere in the building or to correct any condition which violates the
provisions of any mortgage covering 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 and further provided that such right shall be
exercised in such a manner as will not unreasonably interfere with the proper
use of the units. In case of an emergency, such right of entry shall be
immediate, whether the unit owner is present at the time or not.
Section 18. Water, Gas and Electricity. Gas and electricity will be
supplied by the public utility companies serving the area. Each unit owner
shall be required to pay the bills for electricity consumed or used in his
unit directly to the utility companies. The cost of gas for the units and
electricity for the public spaces outside the units and gas and electricity
for Apartment L-K, as measured by one or more building meters, will be borne
by the unit owners and will be included in the common charges therefor. Water
will be supplied to all units by the City of New York and the cost thereof
will be included in the common charges.
ARTICLE VI
Mortgages
Section 1. Notice to Board of Managers. A unit owner who mortgages
his unit shall notify the Board of Managers of the name and address of his
mortgagee and shall file a conformed copy of the note and mortgage with the
Board of Managers; the Board of Managers shall maintain such information
in a book entitled "Mortgages of Units."
Section 2. Notice of Unpaid Common Charges or Other Default. The Board
of Managers, whenever so requested in writing by a mortgagee of a unit, shall
promptly report any then unpaid common charges or assessments levied by the
Board of Managers due from, or any other default by, the owner of the mortgaged
unit.
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Section 3. Notice of Default. The Board of Managers. when giving notice
to a unit owner of a default in paying common charges or assessments or other
default, shall 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
of Managers.
Section 4. Examination of Books. Each unit owner and each mortgagee
of a unit shall be permitted to examine the books of account of the Condominium
at reasonable times, on business days.
ARTICLE VII
Sales, Leases and Mortgages of Units
Section 1. Sales and Leases.
(a) No unit owner may sell his unit or any interest therein except
by complying with the following provisions:
Any unit owner who receives a bona fide offer (hereinafter called
an "Outside Offer") for the sale of his unit together with: (i) the undivided
interest in the common elements appurtenant thereto; (ii) the interest of
such unit owner in any units theretofore acquired by the Board of Managers,
or its designee, on behalf of all unit owners, or the proceeds of the sale
or lease thereof, if any; (iii) the interest of such unit owner in any other
assets of the Condominium; and (iv) his right to the use of his designated
parking space (the interests in subsections (i), (ii), (iii) and (iv) are
hereinafter collectively called the "Appurtenant Interests") which he intends
to accept, shall give notice to the Board of Managers of such offer and of
such intention, the name and address of the proposed purchaser, the terms
of the proposed transaction and such other information as the Board of Managers
may reasonably require, and shall offer to sell such unit, together with
the Appurtenant Interests, to the Board of Managers, or its designee, corporate
or otherwise, on behalf of the owners of all other units, on the same terms
and conditions as contained in such Outside Offer. The giving of such notice
shall constitute a warranty and representation by the unit owner who has
received such offer to the Board of Managers on behalf of the other unit
owners that such unit owner believes the Outside Offer to be bona fide in
all respects. Within thirty days after receipt of such notice, the Board
of Managers may elect, by notice to such unit owner, either (a) to purchase
such unit, together with the Appurtenant Interests (or to cause the same
to be purchased by its designee, corporate or otherwise), on behalf of all
other unit owners, on the same terms and conditions as contained in the Outside
Offer and as stated in the notice from the offering unit owner or (b) to
produce a purchaser who will purchase such unit, together with the Appurtenant
Interests, on the same terms and conditions as contained in the Outside Offer
and as stated in the notice from the offering unit owner. In the event the
Board of Managers shall elect to purchase such unit, together with the
Appurtenant
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Interests, or to cause the same to be purchased by its designee,
corporate or otherwise, title shall close at the office of the attorneys
for the Condominium in accordance with the terms of the offer but not less
than forty-five (45) days after the giving of notice by the Board of Managers
of its election to accept such offer. At the closing, the unit owner shall
convey the unit (and Appurtenant Interests) to the Board of Managers or to
its designee, on behalf of all other unit owners, by deed in the form required
by Section 339-o of the Real Property Law of the State of New York, with
all transfer stamps affixed, and shall pay all transfer and other taxes arising
out of such sale. Real estate taxes, mortgage interest and common charges
and expenses shall be apportioned between the unit owner and the Board of
Managers, or its designee, as of the closing date. In the event the Board
of Managers or its designee shall fail to accept such offer or to produce
a purchaser within thirty (30) days as aforesaid or fails to act within said
30-day period, the offering unit owner shall be free to contract to sell
such unit, together with the Appurtenant Interests, within sixty (60) days
after the expiration of the period in which the Board of Managers or its
designee might have accepted such offer, to the Outside Offeror, on the terms
and conditions set forth in the notice from the offering unit owner to the
Board of Managers of such Outside Offer. Any such deed to an Outside Offeror
shall provide that the acceptance thereof by the grantee shall constitute
an assumption of the provisions of the Declaration, the By-Laws and the Rules
and Regulations, as the same may be amended from time to time. In the event
the offering unit owner shall not, within such 60-day period, contract to
sell such unit, together with the Appurtenant Interests, to the Outside Offeror
on the terms and conditions contained in the Outside Offer, or if the unit
owner shall so contract to sell his unit (and Appurtenant Interests) within
such 60-day period, but such sale shall not be consummated pursuant to the
terms of such contract, then should such offering unit owner thereafter elect
to sell such unit, together with the Appurtenant Interests, to the same or
another Outside Offeror on the same or other terms and conditions, the offering
unit owner shall be required to again comply with all of the terms and provisions
of this Section 1 of this Article VII.
(b) No unit owner may lease his unit, except by complying with the
following provisions:
Any unit owner who receives a bona fide offer for a lease of his
unit which he intends to accept shall give notice to the Board of Managers
of such offer and of such intention, the name and address of the proposed
lessee, the terms of the proposed lease, references, and such other information
as the Board of Managers may reasonably require and shall offer to lease
such unit to the Board of Managers, or its designee, corporate or otherwise,
on the same terms and conditions. The Board of Managers shall have the same
right of election to lease the unit on behalf of all unit owners or to produce
a lessee for the unit as contained in subsection (a) above relating to the
sale of units. In the event the Board of Managers or its designee shall fail
to accept such offer or to produce a lessee or fails to act within the time
period set forth in subsection (a) the unit
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owner shall be free to lease such unit to the Outside Offeror on
the terms and conditions contained in the Outside Offer, provided such lease
shall be executed within 60 days after the expiration of the period in which
the Board of Managers or its designee might have accepted such offer.
Any such lease shall be consistent with these By-Laws and shall provide
that it may not be modified, amended, extended or assigned, without the prior
consent in writing of the Board of Managers, that the tenant shall not sublet
the demised premises, or any part thereof, without the prior consent in writing
of the Board of Managers, that the Board of Managers shall have power to
terminate such lease and/or to bring summary proceedings to evict the tenant
in the name of the landlord thereunder, in the event of default by the tenant
in the performance of such lease, and that the Board of Managers shall have
the right to terminate the lease on not less than 30 days' prior written
notice upon foreclosure of the lien granted by Section 339-z of the Real
Property Law of the State of New York. Except as hereinbefore set forth,
the form of any such lease shall be the then current form of apartment lease
recommended by The Real Estate Board of New York, Inc., except as provided
herein or by the Board of Managers.
Any purported sale or lease of a unit in violation of this Section
shall be voidable at the election of the Board of Managers.
Section 2. Consent of Unit 0wners to Purchase of Units by Board of
Managers. The Board of Managers shall not exercise any option hereinabove
set forth to purchase or lease any unit without the prior approval of a majority
of the unit owners.
Section 3. No Severance of 0wnership. No unit owner shall execute
any deed, mortgage, or other instrument conveying or mortgaging title to
his unit without including therein the Appurtenant Interests, it being the
intention hereof to prevent any severance of such combined ownership. Any
such deed, mortgage, or other instrument purporting to affect one or more
of such interests, without including all such interests, shall be deemed
and taken to include the interest or interests so omitted, even though the
latter shall not be expressly mentioned or described therein. No part of
the Appurtenant Interests of any unit may be sold, transferred or otherwise
disposed of, except as part of a sale, transfer or other disposition of the
unit to which such interests are appurtenant, or as part of a sale, transfer
or other disposition of such part of the Appurtenant Interests of all
units.
Section 4. Release by Board of Managers of Right of First Refusal.
The right of first refusal contained in Section I of this Article VII may
be released or waived by the Board of Managers, in which event the unit,
together with the Appurtenant Interests, may be leased, sold or conveyed,
free and clear of the provisions of such Section.
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Section 5. Certificate of Termination of Right of First Refusal. A
certificate, executed and acknowledged by the Secretary of the Condominium,
stating that the provisions of Section 1 of this Article VII have been met
by a unit owner, or have been duly waived by the Board of Managers, and that
the rights of the Board of Managers thereunder have terminated, shall be
conclusive upon the Board of Managers and the unit owners in favor of all
persons who rely thereon in good faith. Such certificate shall be furnished
to any unit owner who has in fact complied with the provisions of Section
1 of this Article VII or in respect to whom the provisions of such Section
have been waived, upon request.
Section 6. Financing of Purchase of Units by Board of Managers.
Acquisition of units by the Board of Managers, or its designee, on behalf
of all unit owners, may be made from the working capital and common charges
in the hands of the Board of Managers, or if such funds are insufficient,
the Board of Managers may levy an assessment against each unit owner in
proportion to his ownership in the common elements, as a common charge, which
assessment shall be enforceable in the same manner as provided in Sections
6 and 7 of Article V, or the Board of Managers, in its discretion, may borrow
money to finance the acquisition of such unit, provided, however, that no
financing may be secured by an encumbrance or hypothecation of any property
other than the unit, together with the Appurtenant Interests, so to be acquired
by the Board of Managers.
Section 7. Gifts and Devises, etc. Any unit owner shall be free to
convey or transfer his unit and Appurtenant Interests by gift, or to devise
his unit and Appurtenant Interests by will or to pass the same by intestacy,
without restriction.
Section 8. Waiver of Right of Partition with Respect to Such Units
as are Acquired by the Board of Managers or Its Designee, on Behalf of All
Unit Owners as Tenants in Common. In the event that a unit shall be acquired
by the Board of Managers, or its designee, on behalf of all unit owners as
tenants in common, all such unit owners shall be deemed to have waived all
rights of partition with respect to such unit.
Section 9. Payment of Common Charges and Assessments. No unit owner
shall be permitted to convey, mortgage, pledge, hypothecate, sell or lease
his unit unless and until he shall have paid in full to the Board of Managers
all unpaid common charges and assessments and expenses theretofore assessed
by the Board of Managers against his unit and until he shall have satisfied
all unpaid liens against such unit, except permitted mortgages.
Section 10. Mortgage of Units. Each unit owner shall have the right
to mortgage his unit without restriction provided that any such mortgage
shall be substantially in the form of the mortgage contained in Part II of
the Plan of Condominium Ownership of the Property, except for such changes
or additions
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as may be necessary in order to permit a particular bank, trust company,
insurance company, savings and loan association or other institutional lender
to make the mortgage loan.
Section 11. Exceptions. The provisions of Section 1 of this Article
VII shall not apply with respect to (a) any sale, conveyance or lease by
a unit owner of his unit and Appurtenant Interests to his spouse or to any
of his children over the age of 18 years or to his parent or parents or to
his brothers or sisters, or any one or more of them, or (b) the acquisition,
sale or lease of a unit and Appurtenant Interests by the Sponsor or (c) the
acquisition, sale or lease of a unit, together with the Appurtenant Interests,
by a mortgagee who shall acquire title to such unit by foreclosure or by
deed in lieu of foreclosure.
ARTICLE VIII
Condemnation
In the event of a taking in condemnation or by eminent domain of part
or all of the common elements, the award made for such taking shall be payable
to the Board of Managers if such award amounts to $15,000 or less, and to
the Insurance Trustee if such award amounts to more than $15,000. If 75%
or more of the unit owners duly and promptly approve the repair and restoration
of such common elements, the Board of Managers shall arrange for such repair
and restoration, and the Board of Managers or the Insurance Trustee, as the
case may be, shall disburse the proceeds of such award to the contractors
engaged in such repair and restoration in appropriate progress payments.
If 75% or more of the unit owners do not duly and promptly approve the repair
and restoration of such common elements, the Board of Managers or Insurance
Trustee, as the case may be, shall disburse the net proceeds of such award
in the same manner as they are required to distribute insurance proceeds
where there is no repair or restoration of the damage, as provided in Section
3 of Article V of these By-Laws.
ARTICLE IX
Records
The Board of Managers shall keep detailed records of the actions of
the Board of Managers, minutes of the meetings of the Board of Managers,
minutes of the meetings of the unit owners, and financial records and books
of account of the Condominium, including a chronological listing of receipts
and expenditures, as well as a separate account for each unit which, among
other things, shall contain the amount of each assessment of common charges
against
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such unit, the date when due, the amounts paid thereon, and the balance
remaining unpaid.
An annual report of the receipts and expenditures of the Condominium,
audited by an independent certified public accountant, shall be rendered
by the Board of Managers to all unit owners and to all mortgagees of units
who have requested the same, promptly after the end of each fiscal year.
The cost of such report shall be paid by the Board of Managers as a common
expense.
ARTICLE X
Miscellaneous
Section 1. Notices. All notices hereunder shall be sent by registered
or certified mail to the Board of Managers at the office of the Board of
Managers or to such other address as the Board of Managers may hereafter
designate from time to time, by notice in writing to all unit owners and
to all mortgagees of units. All notices to any unit owner shall be sent by
registered or certified mail to the building or to such other address as
may have been designated by him from time to time, in writing, to the Board
of Managers. All notices to mortgagees of units shall be sent by registered
or certified mail to their respective addresses, as designated by them from
time to time, in writing, to the Board of Managers. All notices shall be
deemed to have been given when mailed, except notices of change of address
which shall be deemed to have been given when received.
Section 2. Invalidity. The invalidity of any part of these By-Laws
shall not impair or affect in any manner the validity, enforceability or
effect of the balance of these By-Laws.
Section 3. Captions. The captions herein are inserted only as a matter
of convenience and for reference, and in no way define, limit or describe
the scope of these By-Laws, or the intent of any provision thereof.
Section 4. Gender. The use of the masculine gender in these By-Laws
shall be deemed to include the feminine gender and the use of the singular
shall be deemed to include the plural, whenever the context so
requires.
Section 5. Waiver. No restriction, condition, obligation., or provision
contained in these By-Laws shall be deemed to have been abrogated or waived
by reason of any failure to enforce the same, irrespective of the number
of violations or breaches thereof which may occur.
Section 6. Insurance Trustee. The Insurance Trustee shall be a bank,
trust company or savings and loan association in the State of New York,
designated by the Board of Managers (with the approval of the holders of
25 or more unit
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first mortgages). In the event that the Insurance Trustee shall resign,
the new Insurance Trustee shall also be a bank, trust company or savings
and loan association in the State of New York, designated by the Board of
Managers (with the approval of the holders of 25 or more unit first mortgages).
The Board of Managers shall pay the fees and disbursements of any Insurance
Trustee and such fees and disbursements shall constitute a common expense
of the Condominium.
Section 7. Definition of "Mortgagee". As used in these By-Laws, the
term "mortgagee" or "holder of a first mortgage" shall include the holder
of any construction loan mortgage which shall be a lien on a unit.
ARTICLE XI
Amendments to By-Laws
Except as hereinafter provided otherwise, these By-Laws may be modified
or amended by approval of 66 2/3% in number and in common interest of all
unit owners but only with the written approval of the holders, if any, of
their unit first mortgages.
The following provisions of these By-Laws may not be amended without
the consent in writing of the Sponsor so long as he shall be the owner of
one or more units:
(a) Section I of Article III - Insofar as it provides that the Sponsor,
so long as he is the owner of a unit, shall be entitled to elect members
of the Board of Managers.
(b) Section 2 of Article II - Insofar as it provides that the Board
of Managers may not exercise certain powers without the Sponsor's prior written
consent so long as the Sponsor shall continue to own a unit.
(c) Sections 15 and 16 of Article II - Insofar as they provide for
representation of the Sponsor on the Executive Committee or any other committee
created by the Board of Managers so long as he is the owner of one or more
units.
(d) Section 8 of Article III - Insofar as it provides that the Sponsor,
so long as he is the owner of one or more units, may vote the votes appurtenant
thereto.
(e) Section 15 of Article V - Insofar as it provides that the provisions
of such Section shall not apply to any units owned by the Sponsor.
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(f) Section 11 of Article VII - Insofar as it applies to the
Sponsor.
(g) This Article XI.
Notwithstanding anything to the contrary herein contained, no provision
of these By-Laws relating to the use of the units may be amended without
the consent of every unit owner affected by such Amendment.
ARTICLE XII
Conflicts
These By-Laws are set forth to comply with the requirements of Article
9-B of the Real Property Law of the State of New York. In case any of these
By-Laws conflict with the provisions of said statute or of the Declaration,
the provisions of said statute or of the Declaration, as the case may be,
shall control.
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SCHEDULE A
Rules and Regulations
1. Except as provided in the Declaration and By-Laws, no industry,
business, trade, occupation or profession of any kind, commercial, religious,
educational or otherwise, designed for profit, altruism, or otherwise, shall
be conducted, maintained or permitted on any part of the Property, nor shall
any "For Sale", "For Rent" or "For Lease" signs or other window displays
or advertising be maintained or permitted on any part of the Property or
in any unit therein nor shall any unit be used or rented for transient, hotel
or motel purposes. The right is reserved by the Sponsor and the Board of
Managers or its agent, to place, "'For Sale", "For Rent" or "For Lease" signs
on any unsold or unoccupied units, and the right is hereby given to any
mortgagee, who may become the owner of any unit, to place such signs on any
unit owned by such mortgagee, but in no event will any such sign be larger
than one (1') foot by two (2') feet.
2. Nothing shall be done or kept in any unit or the common elements
or limited common elements which will increase the rate of insurance of the
building, or contents thereof, without the prior written consent of the Board
of Managers. No unit owner shall permit anything to be done or kept in his
unit or in the common elements or limited common elements which will result
in the cancellation of insurance on the building, or contents thereof, or
which would be in violation of any law. No unit owner or occupant or any
of his agents, servants, employees, licensees or visitors shall at any time
bring into or keep in his unit, parking space, or vestibule, any flammable,
combustible or explosive fluid, material, chemical or substance (except gasoline
in automobile tanks). No waste shall be committed in the common elements
or limited common elements.
3. All radio, television or other electrical equipment of any kind
or nature installed or used in each unit shall fully comply with all rules,
regulations, requirements or recommendations of the New York Board of Fire
Underwriters and the public authorities having jurisdiction thereof, and
the unit owner alone shall be liable for any damage or injury caused by any
radio, television or other electrical equipment in such unit.
4. Nothing shall be done in any unit or in, on or to the common elements
or limited common elements which will impair the structural integrity of
the building or which would structurally change the building.
5. Nothing shall be altered or constructed in or removed from the
common elements, except upon the written consent of the Board of
Managers.
6. No animals, birds, or reptiles of any kind shall be raised, bred,
or kept in any unit or in the common elements or limited common elements,
except that
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dogs, cats or other household pets, not to exceed two per unit, may
be kept in units, subject to the rules and regulations adopted by the Board
of Managers, provided that they are not kept, bred or maintained for any
commercial purposes; and provided further that any such pet causing or creating
a nuisance or unreasonable disturbance or noise shall be permanently removed
from the property subject to these restrictions upon three (3) days' written
notice from the Board of Managers. In no event shall any dog be permitted
in any portion of the common elements unless carried or on a leash or in
any grass or garden plot under any circumstances.
7. No noxious or offensive activity shall be carried on in any unit
or in the common elements or limited common elements, nor shall anything
be done therein, either willfully or negligently, which may be or become
an annoyance or nuisance to the other unit owners or occupants.
8. There shall be no obstruction of the common elements nor shall
anything be stored in the common elements without the prior consent of the
Board of Managers except as hereinafter expressly provided. Each unit owner
shall be obligated to maintain and keep in good order and repair his own
unit in accordance with the provisions of the By-Laws.
9. Except in areas designated as such by the Board of Managers or
in the Declaration, there shall be no playing, lounging, or parking of baby
carriages or playpens, bicycles, wagons, toys, vehicles, benches or chairs,
on any part of the common elements (except that limited common elements may
be used for their intended purposes). Storage by owners in areas designated
by the Board of Managers or in the Declaration shall be at their own
risk.
10. No clothes, sheets, blankets, laundry or other articles of any
kind shall be hung out of a unit or exposed on any part of the common elements.
The common elements and limited common elements shall be kept free and clear
of rubbish, debris and other unsightly materials, nor shall any rugs or mops
be shaken or hung from or on any of the windows, doors, railings, or vestibules,
nor shall a unit owner sweep or throw or permit to be swept or thrown therefrom
any dirt or other substance.
11. Each unit owner shall keep his unit in a good state of preservation
and cleanliness and each unit owner shall be obligated to maintain and keep
in good order and repair his own unit in accordance with the provisions of
the By-Laws.
12. No vestibule shall be decorated or otherwise altered without the
consent in writing of the Board of Managers.
13. All floors shall always be covered with carpet (except in baths
and kitchens) to reduce transmission of impact sound.
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14. There shall be no barbecuing in the units or any other common
areas except areas specifically designated for barbecuing by the Board of
Managers.
15. No washing of automobiles shall take place on any of the Property.
The parking spaces may not be used for any purpose other than to park passenger
automobiles, excluding specifically, trucks, commercial vehicles or
trailers.
16. The Board of Managers may enforce the designation of a parking
space for the use of a unit owner by having unauthorized cars using such
space towed away. The Board of Managers may promulgate and enforce other
reasonable parking regulations.
17. The agents of the Board of Managers or the managing agent, and
any contractor or workman authorized by the Board of Managers or the managing
agent, may enter any room or unit in the building at any reasonable hour
of the day for the purpose of inspecting such unit for the presence of any
vermin, insects or other pests and for the purpose of taking such measures
as may be necessary to control or exterminate any such vermin, insects or
other pests.
18. The Board of Managers, or its designated agent, may retain a pass
key to the unit and storage area. No unit owner shall alter any lock or install
a new lock or a knocker on any door of the units and storage areas without
the written consent of the Board of Managers. In case such consent is given,
the unit owner shall provide the Board of Managers, or its agent, with an
additional key pursuant to its right of access to the demised premises.
19. If any key or keys are entrusted by a unit owner or occupant or
by his agent, servant, employee, licensee or visitor to an employee of the
Board of Managers, whether for such unit or in an automobile, trunk or other
item of personal property, the acceptance of the key shall be at the sole
risk of such unit owner or occupant, and the Board of Managers shall not
be liable for injury, loss or damage of any nature whatsoever directly or
indirectly resulting therefrom or connected therewith.
20. Any consent or approval given under these rules and regulations
may be added to, amended or repealed at any time by resolution of the Board
of Managers.
21. In order to retain the structural integrity and esthetic appearance
of the building, no window or through-the-wall air-conditioning appliances
may be installed in any unit.
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