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BYLAWS
OF ARTICLE I PLAN OF CONDOMINIUM OWNERSHIP Section 1. NAME The name of the corporation is THE WORONZOF CONDOMINIUMS ASSOCIATION, hereinafter referred to as the "Association". The principal office of the corporation shall be located in Anchorage, Alaska. Section 2. BYLAWS APPLICABILITY AND MEMBERSHIP The provisions of these Bylaws are applicable to the Project known as "THE WORONZOF CONDOMINIUMS, located in the Municipality of Anchorage, Alaska. (The term "Project" as used herein shall include the land and the structures and improvements thereon.) All owners of units in the condominium Project shall be members of the Association. The membership of each unit owner shall terminate when he ceases to be a unit owner and upon the sale, transfer or other disposition of his unit, his membership in the Association shall automatically be transferred to the new unit owner. Section 3. PERSONAL APPLICATION All present or future owners, tenants, future tenants, or their employees, or any other person that might use the facilities of the Project in any manner, are subject to the regulations set forth in these Bylaws and in the recorded Declaration of Covenants, Conditions and Restrictions, Reservation of Easements and Condominium Plan Pursuant to the Horizontal Property Regimes Act of the State of Alaska (the "Declaration" herein). The mere acquisition or rental of any of the units of the Project, or the mere act of occupancy of any of the units, will signify that these Bylaws are accepted, ratified, and will be complied with. ARTICLE II VOTING, MAJORITY OF OWNERS, QUORUM, PROXIES Section 1. VOTING Voting shall be on a percentage basis, and the percentage of the total vote to which the owner of a unit is entitled shall be the percentage assigned to each unit in the Declaration. In the event the unit is owned by more than one person, those persons most act unanimously to cast the vote allocated to that unit. Section 2. MAJORITY Of OWNERS As used in these Bylaws, the term "majority of owners" shall mean those owners holding fifty-one percent (51%) of the votes in the Project. Section 3. QUORUM Except as otherwise provided in these Bylaws, the presence in person or by proxy of a "majority of owners", as defined in Section 2 of this Article, shall constitute a quorum. Section 4. PROXIES Votes may be cast in person or by proxy. Proxies must be filed with the Secretary before the appointed time of each meeting. ARTICLE III ADMINISTRATION Section 1. ASSOCIATION RESPONSIBILITIES The members shall have the responsibility of electing a Board of Directors in accordance with the provisions of Article IV of these Bylaws, and such other responsibilities as are contained in its Articles of Incorporation or as are not delegated to the Board of Directors. Except as otherwise provided, decisions and resolutions of the members shall require approval by a majority of owners. Section 2. PLACE OF MEETINGS Meetings of the members shall be held at the principal office of the Project, or such other suitable place in Anchorage, Alaska, convenient to the owners as may be designated by the Board of Directors. Section 3. ANNUAL MEETINGS The first annual meeting shall be held after fifty-one percent (51%) of the units have been sold, or within one (1) year after the sale of the first unit in the Project, whichever occurs first. Thereafter, the annual meetings of the Association shall be held on the ______ day of ____________ of each succeeding year. At such meetings, there shall be elected by ballot of the owners a Board of Directors in accordance with the requirements of Section 5 of Article IV of these Bylaws. The owners may also transact such other business of the Association as may properly come before them. Section 4. SPECIAL MEETINGS It shall be the duty of the President to call a special meeting of the owners as directed by resolution of the Board of Directors or upon a petition signed by a majority of the owners and having been presented to the Secretary. 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, unless by consent of four-fifths of the owners present, either in person or by proxy. Section 5. NOTICE OF MEETINGS It shall be the duty of the Secretary to mail a notice of each annual or special meeting, stating the purpose thereof, as well as the time and place where it is to be held, to each owner of record, at least seven (7), but not more than fifteen (15), days prior to such meeting. The mailing of a notice in the manner provided m this Section shall be considered notice served. Section 6. ADJOURNED MEETINGS If any meeting of owners cannot be organized because a quorum has not attended, the owners who are present, either in person or by proxy, may adjourn the meeting to a time not less than forty-eight (48) hours nor more than thirty (30) days from the time the original meeting was called. Section 7. ORDER OF BUSINESS The order of business at all meetings of the owners of units shall be as follows: (a) roll call; (b) proof of notice or waiver of notice; (c) reading of minutes of preceding meeting; (d) reports of officers; (e) report of committees; (f) election of Directors; (g) unfinished business; and (h) new business. Section 8. ACTION WITHOUT MEETING Any action, which under the provisions of the Alaska Statutes may be taken at a meeting of the owners, may be taken without a meeting if authorized by a writing signed by all of the owners who would be entitled to vote at a meeting for such purpose, and filed with the Secretary. ARTICLE IV BOARD OF DIRECTORS Section 1. NUMBER AND QUALIFICATION The affairs of the Association shall be governed by a Board of Directors composed of three (3) persons, all of whom, except for those appointed and serving as first Directors, must be owners of condominiums in the Project. Section 2. POWERS AND DUTIES The Board of Directors shall have the following powers and duties:
Section 3. OTHER DUTIES In addition to duties imposed by these Bylaws, or by resolutions of the Association, the Board of Directors shall be responsible for the following:
Section 4. MANAGEMENT AGENT The Board of Directors may employ for the Association a management agent at a compensation established by the Board to perform such duties and services as the Board shall authorize, including, but not limited to, the duties listed in Section 3 of this Article. Section 5. ELECTION AND TERM OF OFFICE At the first annual meeting of the Association, new Directors shall be elected for a term of one (1) year. The Directors shall hold office until their successors have been elected and hold their first meeting. Section 6. BOOKS, AUDIT The Board of Directors shall cause to be maintained a full set of books and records showing the financial condition of the affairs of the Association in a manner consistent with generally accepted accounting principles, and at no greater than annual intervals, shall obtain an independent audit of such books and records. A copy of each such audit shall be delivered to a member within thirty (30) days after the completion of such audit, upon written request from a member. Section 7. VACANCIES Vacancies in the Board of Directors caused by any reason, other than the removal of a Director by a vote of the Association, shall be filled by vote of the majority of the remaining Directors, even though they may constitute less than a quorum; and each person so elected shall be a Director until a successor is elected at the next annual meeting of the Association. Section 8. REMOVAL OF DIRECTOR At any regular or special meeting duly called, any one or more of the Directors may be removed, with or without cause, by a majority of the owners and a successor may then and there be elected to fill the vacancy thus created. Any Director whose removal has been proposed by the owners shall be given an opportunity to be heard at the meeting. Section 9. ORGANIZATION MEETING The first meeting of a newly-elected Board of Directors shall to held within ten (10) days of election at such place as shall be fixed by the Directors at the meeting at which such Directors were elected, and no notice shall be necessary to the newly-elected Directors in order legally to constitute such meeting, provided a majority of the whole Board shall be present. Section 10. REGULAR MEETINGS Regular meetings of the Board of Directors may be held at such time and place as shall be determined, from time to time, by a majority of the Directors, but at least two such meetings shall be held during each fiscal year. Notice of regular meetings of the Board of Directors shall be given to each Director, personally or by mail, telephone or telegraph, at least three (3) days prior to the day named for such meeting. Section 11. SPECIAL MEETINGS Special meetings of the Board of Directors may be called by the President on three (3) days' notice to each Director, given personally or by mail, telephone or telegraph, which notice shall state the time, place (as hereinabove provided) and purpose of the meeting. Special meetings of the Board of Directors shall be called by the President or Secretary in like manner and on like notice on the written request of at least two (2) Directors. Section 12. WAIVER OF NOTICE Before or at any meeting of the Board of Directors, any Director may, in writing, waive notice of such meeting and such waiver shall be deemed equivalent to the giving of such notice. Attendance by a Director at any meeting of the Board shall be a waiver of notice by him of the time and place thereof. If all the Directors are present at any meeting of the Board, no notice shall be required and any business may be transacted at such meeting. Section 13. BOARD OF DIRECTORS' QUORUM At all meetings of the Board of Directors, a majority of the Directors shall constitute a quorum for the transaction of business, and the acts of the majority of the Directors present at a meeting at which a quorum is present shall be the acts of the Board of Directors. If, at any meeting of the Board of Directors, there is less than a quorum present, the majority of those present may adjourn the meeting from time to time. At any such adjourned meeting, any business which might nave been transacted at the meeting as originally called may be transacted without further notice. Section 14. ACTION WITHOUT MEETING The Directors 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 Directors. Any action so approved shall have the same effect as though taken at a meeting of the Directors. Section 15. FIDELITY BONDS The Board of Directors may require that all officers and employees of the Association handling or responsible for Association funds shall furnish adequate fidelity bonds. The premiums on such bonds shall be paid by the Association. ARTICLE V OFFICERS Section. 1. DESIGNATION The principal officers of the Association shall be a President, Vice President, a Secretary and a Treasurer, all of which shall be elected by the Board of Directors. The Directors may appoint an Assistant Treasurer, and an Assistant Secretary, and such other officers as in their judgment may be necessary. Section 2. ELECTION OF OFFICERS The officers of the Association shall be elected annually by the Board of Directors at the organization meeting of each new Board and shall hold office at the pleasure of the Board. Section 3. REMOVAL OF OFFICERS Upon an affirmative vote of a majority of the members of the Board of Directors, any officer may be removed, either with or without cause, and his successor elected at any regular meeting of the Board of Directors, or at any special meeting of the Board called for such purpose. Section 4. PRESIDENT The President shall be the chief executive officer of the Association. He shall preside at all meetings of the Association and of the Board of Directors. He shall have all of the general powers and duties which are usually vested in the office of the President of an Association, including, but not limited to, the power to appoint committees from among the owners from time to time as he may in his discretion decide is appropriate to assist in the conduct of the affairs of the Association. 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 Directors shall appoint some other member of the Board to do so 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 Directors. Section 6. SECRETARY The Secretary shall keep the minutes of all meetings of the Board of Directors and the minutes of all meetings of the Association; he shall have charge of such books and papers as the Board of Directors may direct; and he shall, in general, perform all the duties incident to the office of Secretary. Section 7. TREASURER The Treasurer shall have responsibility for Association funds and securities and shall be responsible for keeping full and accurate accounts of all receipts and disbursements in books belonging to the Association. He shall be responsible for the deposit of all monies and other valuable effects in the name, and to the credit, of the Association in such depositories as may from time to time be designated by the Board of Directors. ARTICLE VI OBLIGATIONS OF THE OWNERS Section 1. ASSESSMENTS
Section 2. MAINTENANCE AND REPAIR
ARTICLE VII AMENDMENTS These bylaws may be amended by the Association in a duly constituted meeting for such purpose, and no amendment shall take effect unless approved by at least seventy-five percent (75%) of the unit owners of all condominiums in the Project as shown in the Declaration. ARTICLE VIII MORTGAGES Section 1. NOTICE TO ASSOCIATION An owner who mortgages his condominium shall notify the Association through the Management Agent, if any, or the President of the Board of Directors, in the event there is no Management Agent, of the name and address of his mortgagee; and the Association shall maintain such information in a book entitled "Mortgagees of Condominiums". Any such owner shall likewise notify the Association as to the release or discharge of any such mortgage Section 2. NOTICE OF UNPAID ASSESSMENTS The Association shall, at the request of a mortgagee of a unit, report any unpaid assessments due from the owner of such unit. ARTICLE IX CONSTRUCTION OF TERMS The following terms, as used in these Bylaws, shall have the same meanings as are applied to such terms in the Declaration: "Project", "Condominium", "Common Areas", "Unit" "Mortgage" and "Mortgagee". ARTICLE X PERIODIC REAPPRAISALS The units and common areas shall be periodically reappraised with a recomputation, if necessary, of the percentage interest of each owner in the common areas and facilities as expressed in the Declaration. The reappraisal shall be ordered at ten-year intervals from the date of filing of the Declaration unless otherwise detected by the Board of Directors, and such reappraisal and recomputation shall be approved by the Association only by a vote of at least seventy-five percent (75%) of the unit owners. ARTICLE XI APPLICABLE LAW In case any of these Bylaws conflict with any provisions of the laws of the State of Alaska, such conflicting Bylaw shall be null and void upon final court determination to such effect, but all other Bylaws shall remain in full force and effect. DATED this _______ day of ________________________, 1979. ___________________________ CERTIFICATE OF SECRETARY I, the undersigned, do hereby certify that: 1. I am the duly elected and acting Secretary of THE WORONZOF CONDOMINIUMS ASSOCIATION, an Alaska nonprofit corporation; and, 2. The foregoing Bylaws, comprising of twelve (12) pages, including this page, constitute the Bylaws of the corporation duly adopted at the meeting of the Board of Directors thereof duly held on __________________, 1979. IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed the seal of the corporation this _____ day of _________________, 1979.
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(SEAL)
ADOPTED UNANIMOUSLY AT THE OCTOBER 14, 1986 ANNUAL MEETING:
5. Vote on proposed amendment to the Bylaws, Article IV, Sec. 1. Proposed amendment to read as follows: 1-A The Affairs of the Association shall be governed by a Board of Directors composed of five (5) persons, all of whom must be owners of condominiums in the project. Part A of this amendment to become null and void and shall revert to the original working in Sec. 1 if after 10 months a majority of the full Board vote to annul it. 1-B No Person may serve on the Board of Directors who is delinquent in monies owed to the association.
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