EFTA01252591.pdf

EXHIBIT C BYLAWS OF THE RATCLIFFE CONDOMINIUM - OWNERS ASSOCIATION,-INC. Section 1 Definitions The words, phrases and terms used in these Bylaws shall have the meanings as set forth in of the Declaration of Condominium for The Ratcliffe, recorded in the Office of the Register Deeds for Mecklenburg County, North Carolina, to which a copy of these Bylaws is attached as Exhibit C. Section 2 Administration of Condominium Section 2.1 Authority_and Responsibility: Except as otherwise specifically provided in the Condominium Documents, the Association shall be responsible for administering, operating and managing the Common Elements. Section 2.2 Official Action: Unless specifically required in the Condominium Documents, all actions taken or to be taken by the Association shall be valid when such are approved by the Executive Board as hereinafter set forth or when taken by the committee, person or entity to whom such authority has been duly delegated by the Executive Board as set forth in the Condominium Documents or these Bylaws. The Association, its Executive Board, officers and members shall at all times act in conformity with the Nonprofit Corporation Act of the State of North Carolina, the Condominium Documents, and the North Carolina Condominium Act. Section 3 Offices - Seal - Fiscal Year Section 3.1 Principal Office and Registered Office: The initial principal office and registered office of the Association shall be located at 1244 East Boulevard, Charlotte, Mecklenburg County, North Carolina 28203. Section 3.2 Other Offices: The Association may have other offices at such other places within the State of North Carolina as the Executive Board may from time to time determine or as the affairs of the Association may require. CItARLOTIE 298167v10 CONFIDENTIAL SDNY_GM_00030518 EFTA_001141 136 EFTA01252591  Section 3.3 Seal: The seal of the Association shall contain the name of the Association, the word "Seal", year of incorporation and such other words and figures as desired by the Executive Board. Section 3.4 _._ ... Year: The fiscal year of the Association shall be the calendar year. fiscal Section 4 Membership Section 4.1 Qualification: Membership in the Association shall be limited to the Owners, and every Owner of a Unit shall automatically be a member of the Association. Membership in the Association shall be appurtenant to and may not be separated from Unit ownership. Membership in the Association shall inure automatically to Owners upon acquisition of the fee simple tide (whether encumbered or not) to any one or more Units. The date of recordation in the Office of the Register of Deeds of Mecklenburg County of the conveyance of the Unit in question shall govern the date of ownership of each particular Unit. However, in the case of death, the transfer of ownership shall occur on date of death in the case of intestacy or date of probate of the will in the case of testacy. Until a decedent's will is probated, the Association may rely on the presumption that a deceased Owner died intestate. Section 4.2 Place of Meetings: All meetings of the membership shall be held at a place in MecklenburgCounty, North Carolina designated by the Executive Board. Section 4.3 Annual Meetings: A meeting of the Association shall be held at least once each year. The first Annual Meeting of the Association shall be held on the date and hour designated by Declarant. Thereafter, the Annual Meeting of the Association shall be held on the third Monday in February of each year at 8:00 p.m., Eastern Standard Time. If the third Monday in February shall be a legal holiday, the Annual Meeting shall be held at the same hour on the first day following which is not a legal holiday. At such meetings, the Executive Board shall be elected in accordance with Section of these Bylaws, and the Members shall transact such other business as may properly come before them. Section 4.4 Substitute Annual Meeting: If an Annual Meeting shall not be held on the day designated by these Bylaws, a Substitute Annual Meeting may be called in accordance with the provisions of Sections 4.5 and 4.6. A meeting so called shall be designated and treated for all purposes as the Annual Meeting. Section 4.5 Special Meeting: After the first Annual Meeting of the Members, special Meetings of the Members may be called at any time by the President; by not less than twenty percent (20%) of all Owners; or by not less than fifty-one percent (51%) of the Executive Board members. Business to be acted upon at all Special Meetings shall be confined to the subjects stated in the notice of such meeting. CHARLOTTE 298167v10 CONFIDENTIAL SDNY_GM_00030519 EFTA 00141137 EFTA01252592  of Section 4.6 Notices of Molina: Written or printed notice stating the time and place on the agenda, including the a membership meeting, including Annual Meetings, and the items general nature of any proposed amendment to the Declaration or these Bylaws, any budget or officer, shall be delivered not less than ten (10) changes, and any proposal to remove a director fifty (50) dafitif0ri- the date 'Of in-path membership ineeting,-eit het personally nor more or by mail, by or at the discretion of the President or the Secretary, to the address of each Unit. Notice shall be deemed given upon deposit in the mail depository of each Unit. Notice given to any one tenant in common, tenant by entirety or other joint Owner of a Unit shall be deemed notice to all joint Owners of the subject Unit. The notice of meeting shall specifically state the purpose or purposes for which the meeting is called. Section 4.7 Ouorum: Except as otherwise provided in these Bylaws, the presence in person or by proxy of Members entitled to cast twenty percent (20%) of the votes which may be cast for election of the Executive Board shall, constitute a quorum at all meetings of the Members. If a quorum is not present or represented at any meeting, the Members entitled to vote thereat shall have the power to adjourn the meeting from time to time, without notice other than the announcement at the meeting, until a quorum is present or is represented. The Members at any meeting at which a quorum is present may continue to do business until adjournment, notwithstanding the withdrawal of enough Members to leave less than a quorum. Section 4.8 Voting Right: The total number of votes of the Association Membership shall be equal to the number of Units contained within the Condominium from time to time, and each Member shall be entitled to one (1) vote. If fee simple title to a Unit is owned of record by more than one person or entity, all such persons or entities shall be Members of the Association, but the vote with respect to any such jointly owned Unit shall be cast as hereinafter provided. If the fee simple title to any Unit is owned of record by two or more persons or entities (whether individually or in a fiduciary capacity), the vote with respect to any such jointly owned Unit may be cast by any one of the joint Owners in person or by proxy, except that the holder or holders of a life estate in a Unit shall have the sole right to cast the votes allocated to the Unit. If more than one of the joint Owners vote or more than one life estate holder in a Unit vote, the unanimous action of all joint Owners or joint life estate holders voting shall be necessary to effectively cast the votes allocated to the particular Unit. Such unanimous action shall be conclusively presumed if any one of such multiple Owners casts the votes allocated to that Unit without protest being made promptly to the person presiding over the meeting by any of the other of such joint Owners. In no event may the vote which may cast with respect to any Unit be divided among joint Owners of the Unit or cast in any manner other than as a whole, it being the intention of this Section 4.8 that there be no "splitting" of votes that may be cast by any Member or Members. CHARLOTTE 298167v10 CONFIDENTIAL SDNY_GM_00030520 EFTA_00141138 EFTA01252593  in person or by agents duly authorized Section 4.9 Proxies: Members may vote either or by his duly authorized attorney-in-fact. A by written proxy executed by the subject Member stated therein or the expiration of twelve (12) proxy is not valid after the earlier of the term otherwise provides, any proxy holder may months from the date of its execution. Unless a proxy In order tote effective;all proxies must be filed —"appoint inwriting ts-ftbstitute to"attintis plate.- during or prior to the meeting in question. A with the Secretary or duly acting Secretary either this Section 4S except by written notice of member may not revoke a proxy given pursuant to g of the Association. revocation delivered to the person presiding over a meetin Owne rs shall apply to the vote cast All of the above provisions concerning voting by joint for any one Unit by two or more proxy holders. ty of the votes represented at a Section 4.10 Majority Vote: The casting of a majori shall be binding for all purposes meeting at which a quorum is present, in person or by proxy, by these Bylaws, the Declaration, the except where a different percentage vote is stipulated Carolina Condominium Act. Articles of Incorporation of the Association, or the North which may be taken at a meeting of Section 4.11 Actions Without Meeting: Any action or ratification, in writing, setting forth the membership may be taken without a meeting if consent the persons who would be entitled to the action so taken or to be taken shall be signed by all of with the Secretary of the Association vote upon such action at a meeting and such consent is filed and inserted in the minute book of the Association. Section 5 Executive Board shall be Section 5.1 General Powers: The business and affairs of the Association as the Executive Board may establish managed by the Executive Board or by such committees tive Board may not act on pursuant to Section 6 of these Bylaws. Provided, however, the Execu ate the Condominium, to elect behalf of the Association to amend the Declaration, to termin s, powers and duties, or terms members of the Executive Board, or to determine the qualification may, however, fill vacancies in its of office of Executive Board members. The Executive Board membership for the unexpired portion of any term. tive Board shall consist Section 5.2 Number. Term and Oualification: The initial Execu are set forth in the Articles of of the three (3) individuals appointed by Declarant whose names , the Executive Board shall Incorporation of the Association. During the Declarant Control Period e memb of the Executive Board; ers have three (3) members, and Declarant may appoint and remov the Declaration. Prior to the subject, however to the limitations contained in Section 8.3 of five (5) Board members, each expiration of the Declarant Control Period, the Members shall elect the Execu tive Board shall have five (5) to serve for a term of one (1) year, and thereafter members. Board members may succeed themselves in office. CHARLOTTE 298161v10 CONFIDENTIAL SDNY_GM_00030521 EFTA_00141 139 EFTA01252594  be by Section 5.3 Election of Board Members: The election of all Board members shall be elected ballot. Persons receiving the highest number of votes (see Section 4.8) shall Cumulative voting is not permitted. Section 5.4 Removal: Any Board member, other than a member appointed by least sixty- beClarant, may be removed from the Board, with or without cause, by a vote of at Members present and entitled to vote at seven percent (67%) of the votes entitled to be cast by all any meeting of the Membership at which a quorum is present. Provided, the notice of the meeting If any must state that the question of such removal will be acted upon at the subject meeting. by the Board members are so removed, their successors as Board members may be elected membership at the same meeting to fill the unexpired terms of the Board members so removed. Section 5.5 Vacancies: Subject to Section 5.4 above, a vacancy occurring in the Executive Board may only be filled by a majority of the remaining Board members, though less than a quorum, or by the sole remaining Board member; but a vacancy created by an increase in the authorized number of Board members shall be filled only by election at an Annual or substitute Annual Meeting or at a Special Meeting of Members called for that purpose or by unanimous consent of the Members without meeting. The Members may elect a Board member at any time to fill any vacancy not filled by the Board members. As indicated in Section 5.4, the Membership shall have the first right to fill any vacancy created by the Membership's removal of a Board member. Section 5.6 Chairman: A member of the Executive Board shall be elected as Chairman of the Executive Board by the Board members at the first meeting of the Board. The Chairman shall preside at all meetings of the Executive Board and perform such other duties as may be directed by the Board. Prior to election of a Chairman and/or in the event that the Chairman is not present at any meeting of the Executive Board, the President shall preside. Section 5.7 ompensation: No Member of the Executive Board shall receive any compensation from the Association for acting as such. Provided, however, each Board member shall be reimbursed for reasonable out-of-pocket expenses incurred and paid by him on behalf of the Association, and nothing herein shall prohibit the Board from compensating a Board member for unusual and extraordinary services rendered on the basis of quantum meruit. Further provided, each Board member, by assuming office, waives his right to institute suit against or make claim upon the Association for compensation based upon gyanium meruit. Section 5.8 Loans to Board Members and Officers: No loans shall be made by the Association to its Board members or officers. The Board members who vote for or assent to the making of a loan to a Board member or officer of the Association, and any officer or officers participating in the making of such loam shall be jointly and severally liable to the Association for the amount of such loan until the repayment thereof Section 5.9 Liability of Board Members: To the extent permitted by the provisions of the North Carolina Nonprofit Corporation Act in effect at the applicable time, each Board member is hereby indemnified by the Association with respect to any liability and expense of CHARLOTTE 298167v10 CONFIDENTIAL SONY_GM_00030522 EFTA_OO14114O EFTA01252595  be subject to litigation arising out of his activities as a Board member. Such indemnity shall approval by the Members only when such approval is required by said Act. Section 5.10 Me 'v gssathelagetata r: ail and --- A-- RegutarMeeting-- Regular Meetings-shall be held, withournotice, at such hour of the Board. Should any such meeting address as may be fixed from time to time by resolution day which is fall upon a legal holiday, then that meeting shall be held at the same time on the next not a legal holiday. B. Special Meeting: Special Meetings shall be held when called by the President of thirty (30) the Association, or by any Board member, after not less than three (3) or more than days written notice to each Board member. C. Notices of Special Meetings: The notice provided for herein may be waived by written instrument signed by those Board members who do not receive said notice. Except to the extent otherwise required by law, the purpose of a Board members' special meeting need not be of the stated in the notice. Notices shall be deemed received upon the happening of any one following events (1) one day following deposit of same in the United States mail with proper postage paid and addressed to the Board member at his last known address on file with the Association; (2) deposit of same in his Unit mail box; (3) delivery to the Board member. Attendance by a Board member at a meeting shall constitute a waiver of notice of such meeting unless the subject Board member gives a written statement at the meeting to the person presiding objecting to the transaction of any business because the meeting is not lawfully called and gives such notice prior to the vote on any resolution. D. Approved Meeting Place: All Board meetings shall be held in Mecklenburg County, North Carolina. E. Ouorum: A majority of the Board members then holding office shall constitute a quorum for the transaction of business and every act or decision done or made by a majority of the Board members present at a duly held meeting at which a quorum is present shall be regarded as the act or decision of the Board. Section 5.11 Action Without Meeting: The Board members shall have the right to take any action in the absence of a meeting which they could take at a meeting by obtaining the written approval of all the Board members. Any action so approved shall have the same effect as though taken at a meeting of the Board. Said written approval shall be filed with the minutes of the proceedings of the Board, whether done before or after the action so taken. Section 5.12 Presumption of Assent: A Board member who is present at a meeting of the Board at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his contrary vote is recorded or his dissent is otherwise entered in the minutes of the meeting or unless he shall file his written dissent to such action with the person acting as the Secretary of the meeting before the adjournment thereof or shall forward such CHARLOTTE 298167v10 CONFIDENTIAL SDNY_GM_00030623 EFTA_001,111,11 EFTA01252596  iation immediately after the adjournment of dissent by registered mail to the Secretary of the Assoc a Board member who voted in favor of such the meeting. Such right to dissent shall not apply to action. Board shall have the authority to Section 5.13_ Powers anda Rttig§: The Executive ary for the administrationof the ifiliiiTaf exercise all powers and duties of the Association necess law or by the condominium Documents the Condominium except such powers and duties as by The powers and duties to be exercised by the may not be delegated by the Owners to the Board. ing: Board shall include, but shall not be limited to, the follow Elements to the extent A. Operation, care, upkeep and maintenance of the Common obligation of the Owne rs; such operation, care, upkeep, and maintenance is not the n, maintenance and B. Determination of the funds required for operation, administratio on Expenses from the Owners, as other affairs of the Condominium and collection of the Comm provided in the Condominium Documents; limitation the C. Employment and dismissal of personnel (including without nance, repair, and replacement Independent Manager) necessary for the efficient operation, mainte of the Common Elements; the operation, D. Adoption of rules and regulations covering the details of on Elements; maintenance, repair, replacement, use and modification of the Comm and designating the E. Opening of bank accounts on behalf of the Association .signatories required therefor, Obtaining insurance as required or permitted under the terms of the applicable F. provisions of the Declaration; ditures of the G. Keeping detailed, accurate records of the receipts and expen of the Association from the Association; obtaining annual audits of the financial records and furnishing current budgets. All Association's public accountant; furnishing the annual reports; ted accounting practices and books and records shall be kept in accordance with good and accep their duly authorized agents or the same shall be available %r examination by all Owners or attorneys, at convenient hours on working days; the Board and H Keeping a complete record of the minutes of all meetings of taken by the Board and/or Members Membership in which minute book shall be inserted actions by consent without meeting; insurin g that I. Supervising all officers, agents and employees of the Association and their duties are properly performed; CHARLOTTE 298I61v10 CONFIDENTIAL SONY_GM_00030524 EFTA_0CII 41142 EFTA01252597  provided J. Enforcing, on behalf of the Association, the obligations and assessments actions to enforce payment in the Declaration, including, but not limited to, the institution of civil to foreclose liens for of the assessments as provided in the Declaration, the institution of actions imposition of such assessments in accordance with the terms of N.C. Gen. Stat. §47C-3-116, the and an opportunity to be heard, levying changes for late payment of assessments, and after notice ($150.00), or the highest-------- - reasonable—firieSThaTio—akeeed One Thilidied-Fiftrand No/I00 Dollars and regulations of amount permitted by law, for violations of the Declaration, Bylaws and rules the Association; K. Making of repairs, additions, and improvements to or alterations or restoration of , after the Property in accordance with the other provisions of these Bylaws and the Declaration eminent damage or destruction by fire or other casualty, or as a result of a condemnation or domain proceeding; L. Enforcing by any legal means or proceeding the provisions of the Articles of Incorporation of the Association, these Bylaws, the Declaration or the rules and regulations hereinafter promulgated governing use of the Common Elements, including, without limitation, the Parking Facility and taking all actions required or permitted by the Association under the terms of the ROA; M. Paying all taxes and assessments which are or may become liens against any part of the Condominium, other than the Units, and to assess the same against the Owners in the manner herein provided; N. Hiring attorneys and other professionals; O. Maintaining and repairing any Unit, if such maintenance or repair is required by the Declaration or is necessary in the discretion of the Board to protect the Common Elements or any other Unit or if the Owner of such Unit has failed or refused to perform such maintenance or repair within a reasonable time after written notice of the necessity of said maintenance or repair has been delivered or mailed by the Board to said Owner, provided that the Board shall levy a special assessment against such Owner for the costs of said maintenance or repair; P. Entering any Unit when necessary in connection with any maintenance or construction for which the Board is responsible; provided, such entry shall be made during reasonable hours with as little inconvenience to the Owner as practicable, and any damage caused thereby shall be repaired by the Board and such expenses shall be treated as a Common Expense; and entering any Unit for the purpose of correcting or abating any condition or situation deemed by the Executive Board to be an emergency; Q. Signing all agreements, contracts, deeds and vouchers for payment of expenditures and other instruments in such manner as from time to time shall be determined by written resolution of the Board. In the absence of such determination by the Board, such documents shall be signed by either the Treasurer or the Assistant Treasurer of the Association, and countersigned by any Board member; MARIAM 298167v10 CONFIDENTIAL SDNY_GM_00030525 EFTA_00141143 EFTA01252598  of unpaid assessments that have R. Furnishing certificates setting forth the amounts agee of such Unit, or a proposed purchaser or been levied upon a Unit to the Owner or Mortg ting reasonable charges therefor; and Mortgagee of such Unit, and imposing and collec . . ising any other power s and duties reserv ed to the Association exercisable-by— ' S. Exerc es of Incorporation, these Bylaws, or the North the Executive Board in the Declaration, the Articl Carolina Condominium Act. tive Board may employ or enter into a Section 5.14 Independent Manager: The Execu it deems appropriate and in the best management contract with any individual, firm or entity management of the condominium. the Executive interest of the Association concerning the routine (referred to in these Bylaws as "Independent Board may delegate to such person, firm or entity management of the Property as the Executive Mange?') such duties and responsibilities in the may not delegate to the Independent Board deems appropriate. Provided, the Executive Board duties of the Association in violation of the Manager the complete and total responsibilities and Carolina Condominium Act. The Nonprofit Corporation Act of North Carolina or the North exceed three (3) years, renewable by Independent Manager's contract shall be for a term not to ndent Manager for successive one-year agreement between the Executive Board and such Indepe provide that it is terminable by the terms; provided, however, that any such contract shall (90) days' prior written notice and Association, with or without cause, upon not more than ninety d into during the Declarant Control without payment of any penalty, and any such contract entere §47C-3-105. The Executive Board Period also shall be terminable as required by N.C. Gen. Stat. n for the Independent Manager. The shall have authority to fix the reasonable compensatio tive Board and subject to its Independent Manager shall at all times be answerable to the Execu direction. Section 6 Committees majority of Section 6.1 Creation: The Executive Board, by resolutions adopted by a such committees as they deem the number of Board members then holding office, may create out its duties and responsibilities necessary and appropriate in aiding the Executive Board to carry ittee so created shall have such with respect to the management of the Condominium. Each comm priate and as set forth in the authorities and responsibilities as the Board members deem appro elect the members of each such resolutions creating such committee. The Executive Board shall at least one (1) member of the committee. Provided, each committee shall have in its membership Executive Board. ittee shall be filled by a Section 6.2 Vacancy: Any vacancy occurring on a comm a regula r or special meeting of majority of the number of Board members then holding office at the Executive Board. CHARLOTTE 291116100 CONFIDENTIAL SDNY_GM_00030526 EFTA_00141144 EFTA01252599  time with Section 6.3 Removal: Any member of a committee may be removed at any then holding office. or without cause by a majority of the number of Board members and Section 6.4 Minutes. Each committee shall keep regular minutes of its proceedings _ report the same to the Board when required. Section 6.5 Resp_onsibilily of Board Members: The designation of committees and the member delegation thereto of authority shall not operate to relieve the Executive Board or any thereof of any responsibility or liability imposed upon it or him by law. If action taken by a committee is not thereafter formally considered by the Board, a Board with member may dissent from such action by filing his written objection with the Secretary reasonable promptness after learning of such action. Section 7 Officers Section 7.1 Enumeration of Officers: The officers of the Association shall consist of a President, a Secretary, a Treasurer and such Vice Presidents, Assistant Secretaries, Assistant Treasurers and other officers as the Executive Board may from time to time elect. Except for the President, no officer need be a member of the Executive Board. Section 7.2 Election and Term: The officers of the Association shall be elected annually by the Executive Board. Such elections shall be held at the first meeting of the Board next following the Annual or Substitute Annual Meeting of the Members. Each officer shall hold office until his death, resignation, removal or until his successor is elected and qualified. Section 7.3 Removal: Any officer elected or appointed by the Executive Board may be removed by the Board whenever in its judgment the best interest of the Association will be served thereby. Section 7.4 Vacancy: A vacancy in any office may be filled by the election by the Executive Board of a successor to such office. Such election may be held at any meeting of the Board. The officer elected to such vacancy shall serve for the remaining term of the officer he replaces. Section 7.5 1'440141e Offices: The person holding the office of President shall not also hold the office of Secretary or Treasurer at the same time. Any other offices may be simultaneously held by one person. Any officer may also be a member of the Executive Board. Section 7.6 President: The President shall be the chief executive officer of the Association and shall preside at all meetings of the Members. In the absence of an elected Chairman, he shall also preside at all meetings of the Executive Board. He shall see that the orders and resolutions of the Executive Board are carried out; he shall sign all written instruments CHARLOTTE 298167v10 CONFIDENTIAL SDNY_GM_00030527 EFTA_00141 145 EFTA01252600 regarding the Common Elements and co-sign all promissory notes of the Association, if any; and he shall have all of the general powers and duties which are incident to the office of President of a corporation organized under Chapter 55A of the North Carolina General Statutes in the supervision and control of the management of the Association in accordance with these Bylaws. Section-7.7— Vice Presidents: TheNice Presidents in the order of their election, unless ---- otherwise determined by the Executive Board shall, in the absence or disability of the President, perform the duties and exercise the powers of that office. In addition, they shall perform such other duties and have such other powers as the Executive Board shall prescribe. Section 7.8 Secretary: The Secretary shall keep the minutes of alt meetings of Members and of the Executive Board; he shall have charge of such books and papers as the Executive Board may direct; and he shall, in general, perform all duties incident to the Office of Secretary of a corporation organized under Chapter 55A of the General Statutes of North Carolina. Section 7.9 Treasurer: The Treasurer shall have the responsibility for the Association's 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 statements. He shall co-sign promissory notes of the Association; he shall prepare a proposed annual budget (to be approved by the Board) and the other reports to be furnished to the Members as required in the Declaration. He shall perform all duties incident to the office of Treasurer of a corporation organized under Chapter 55A of the General Statutes of North Carolina. Section 7.10 Assistant Secretaries and Treasurers: The Assistant Secretaries and Treasurers shall, in the absence or disability of the Secretary or the Treasurer, respectively, perform the duties and exercise the powers of those offices, and they shall, in general, perform such other duties as shall be assigned to them by the Secretary or the Treasurer, respectively, or by the President or the Executive Board. Section 7.11 Compensation: Officers shall not be compensated on a regular basis for the usual and ordinary services rendered to the Association incident to the offices held by such officers. The Executive Board may, however, compensate any officer or officers who render unusual and extraordinary services to the Association beyond that called for to be rendered by such person or persons on a regular basis. Each officer, by assuming office, waives his right to institute suit against or make claim upon the Association for compensation based upon .quantum meruit. Section 7.12 Indemnification: To the extent permitted by the provisions of the North Carolina Nonprofit Corporation Act in effect at the applicable times, each officer is hereby indemnified by the Association with respect to any liability and expense of litigation arising out of his activities as an officer. Such indemnity shall be subject to approval by the Members only when such approval is required by said Act. CHARLOTTE 298167,40 CONFIDENTIAL SDNY_GM_00030528 EFTA_001141 146 EFTA01252601  Section 8 Operation of the Property Cornmonaargeg: ._ Section 8.1 Petennination of Common Expenses and Fixing of the The Executive Board shall from time to time, and at least annually, prepare and adopt a proposed — payable by the budget for the Condominium, determine the amount of the Common Expenses proposed Owners to meet the proposed budget of the Condominium, and allocate and assess such Common Expenses among the Owners in accordance with the procedure set forth in this Section 8, but subject to the limitations set forth in Article XVI of the Declaration . The Common policies of Expenses shall include, among other things, the cost of all insurance premiums on all insurance required to be or which have been obtained by the Executive Board pursuant to the provisions of the Declaration as well as the costs of water and sanitary sewer service to the Condominium provided through a common meter to service all Units and the proportional share in the of costs and expenses payable under the ROA relating to the Shared Facilities as defined ROA. The Common Expenses shall also include such amounts as the Executive Board deems necessary for the operation and maintenance of the Property, including without limitation, an amount for working capital of the Condominium; an amount for a general operating reserve; an amount for a reserve fund for losses due to insurance deductibles; an amount for a reserve fund for repair and replacement of the Common Elements; and such amounts as may be necessary to make up any deficit in the Common Expenses for any prior year. Within thirty (30) days after adoption of any proposed budget for the Condominium, the Executive Board shall provide a summary of the budget to all the Owners, and shall set a date for a meeting of the Owners to consider ratification of the budget no less than fourteen (14) nor more than thirty (30) days after mailing of the summary. Notwithstanding any other provisions of these Bylaws, there shall be no requirement that a quorum be present at such meeting. Notwithstanding any other provision of these Bylaws, the proposed budget shall be deemed ratified unless at that Meeting a majority of all the Owners present and entitled to cast a vote reject the budget. In the event the proposed budget is rejected, the periodic budget last ratified shall be continued until such time as the Owners ratify a subsequent budget proposed by the Executive Board. Common Expenses shall be paid by the Owners in a manner determined as follows: first, each Owner shall pay an amount equal to $100.00 per Unit owned ("Base Annual Assessment"); then, each Owner shall be required to pay, in proportion to their respective Common Elements Interest, the difference between Total Common Expenses and the aggregate of all Base Annual Assessments. The Association, acting through the Executive Board, also may levy a special assessment during any calendar year for the purpose of defraying, in whole or in part, the cost of any construction, reconstruction, repair or replacement of any capital improvement comprising or to comprise a portion of the Common Elements, including fixtures and personal property; provided, however, that any such special assessment must be approved by the vote of Owners of Units to which at least sixty-seven percent (67%) of the votes in the Association are allocated cast in person or by proxy at a meeting duly held in accordance with the provisions of these Bylaws. Special assessments, if approved, shall be payable by each Owner of Units for which such assessment is applicable in proportion to their respective Common Elements Interest. Furthermore, in the event that any Owner fails to maintain its Unit an