HomeMy WebLinkAboutDeclaration of Trust - Legal Document - 0000 Meetinghouse Road 4/12/2055 MEETINGHOUSE COMMONS CONDOMINIUM
MEETINGHOUSE COMMONS
CONDOMINIUM TRUST
DECLARATION OF TRUST
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TABLE OF CONTENTS
Page
1. NAME OF TRUST..............................................................................................................3
2. PURPOSES..........................................................................................................................3
3. TRUSTEES..........................................................................................................................4
4. BENEFICIARIES AND THEIR BENEFICIAL INTEREST. ............................................8
5. BY-LAWS. ..........................................................................................................................9
6. RIGHTS AND OBLIGATIONS OF THIRD PARTIES DEALING WITH THE TRUST.9
7. AMENDMENTS; TERMINATION. ................................................................................I I
8. CONSTRUCTION; INTERPRETATION.........................................................................12
9. NON-RECOURSE.............................................................................................................13
EXHIBIT A: BY-LAWS
1. Powers and Duties of the Trustees.....................................................................................15
2. Common Expenses and Profits. .........................................................................................17
3. Insurance............................................................................................................................28
4. Rebuilding and Restoration................................................................................................31
5. Condemnation....................................................................................................................33
6. Improvements. ...................................................................................................................34
7. Rules and Regulations........................................................................................................34
8. Meetings.............................................................................................................................35
9. Notices to Unit Owners......................................................................................................36
10. Inspection of Books; Reports to Unit Owners. ..................................................................36
11. Checks and Notes...............................................................................................................37
12. Seal.....................................................................................................................................37
13, Fiscal Year. ........................................................................................................................37
14. Management; Employees...................................................................................................37
15. Use of Units. ......................................................................................................................38
16. Use of Common Areas and Facilities. ...............................................................................38
17. Attorneys, Accountants, Appraisers. ...... ..........................................................................39
18. Heat, Cooling, Electricity, Other Utilities. ........................................................................39
19. Conduct; Violations by Unit Owners.................................................................................39
20. Violation of Law................................................................................................................44
21. Maintenance and Repairs...................................................................................................44
22. Right of Access Pass Keys. .............................................................................................44
23. Pets.....................................................................................................................................45
24. Structural Integrity.............................................................................................................45
25. No Alterations....................................................................................................................45
26. Signs...................................................................................................................................46
27. Combustible Materials.......................................................................................................46
28. Safety. ................................................................................................................................46
29. Sale of Units.......................................................................................................................46
30. Nondiscrimination............... .........47
31. Percentage of Unit Owners................................................................................................48
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32. Protection of Mortgagees; Federal Home Loan Mortgage Corporation; Federal National
MortgageAssociation........................................................................................................48
33. Right to Notice and Hearing. .............................................................................................54
34. Cleaning, and Delivery Persons, Movers, and Contractors; Work in Units. .....................54
35. Alarms and Other Security Devices...................................................................................54
36. Unit First Mortgages. .........................................................................................................55
EXHIBIT B: RULES AND REGULATIONS
1. No Obstruction of Common Areas and Facilities..............................................................57
2. Toys, Baby Carriages, Bicycles.........................................................................................57
3. Trash and Recyclable Materials.........................................................................................57
4. Exterior Apparatus.............................................................................................................57
5. Damage. .............................................................................................................................57
6. Doors..................................................................................................................................57
7. Complaints.........................................................................................................................58
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MEETINGHOUSE COMMONS CONDOMINIUM
MEETINGHOUSE COMMONS CONDOMINIUM TRUST
DECLARATION OF TRUST
DECLARATION OF TRUST of MEETINGHOUSE COMMONS CONDOMINIUM
TRUST made at North Andover, Essex County, Massachusetts by Meetinghouse Commons,
LLC, a Massachusetts limited liability company, and Leigh Development LLC, each with a
principal office at Meetinghouse Commons, LLC, a Massachusetts limited liability company
having its principal office at 121 Carter Field Road,North Andover, Massachusetts 01845,
hereinafter collectively called the "Trustees", which term includes their successors in trust. The
term "Trustee" or "Trustees" also means the Trustee or Trustees for the time being hereunder,
whenever the context so permits.
I. NAME OF TRUST.
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The trust created hereby shall be known as Meetinghouse Commons Condominium Trust
(the "Trust") and all activities carried on by the Trustees hereunder shall, insofar as legal,
practical and convenient, be conducted under said name and style. The term "Trust" shall
include this Declaration of Trust and the By-Laws and Rules and Regulations hereto.
2. PURPOSES.
A. All of the rights and powers in, to and with respect to the common areas and
facilities of the Meetinghouse Commons Condominium established by Master
Deed of even date and recorded herewith(hereinafter called the "Condominium"),
which are by virtue of the provisions of Massachusetts General Laws, Chapter
183A, (the "Act") conferred upon or exercisable by the organization of unit
owners (hereinafter defined) of the Condominium and all property, real and
personal, tangible and intangible, conveyed to the Trustees hereunder shall vest in
the Trustees as joint tenants, with right of survivorship, as Trustees of this Trust,
BUT IN TRUST NEVERTHELESS, to exercise, manage, administer and dispose
of the same and to receive the income thereof for the benefit of the Owners of
record from time to time of the Units of the Condominium (hereinafter called the
"Unit Owners"), according to the schedule of beneficial interest referred to in
Section 4 hereof, and in accordance with the provisions of the Act. This Trust is
the organization of the Unit Owners established pursuant to the provisions of the
Act for the purposes therein set forth.
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B. It is hereby expressly declared that a trust, and not a partnership, has been hereby
created and that the Unit Owners are beneficiaries and not partners or associates
or any other relation whatever among themselves with respect to the Trust
property, and hold no relation to the Trustees other than as such beneficiaries,
with only such tights as are conferred upon them as such beneficiaries hereunder
and under and pursuant to the provisions of the Act.
3. TRUSTEES.
A. Appointment of Trustees
(i) Initial Board
The Initial Board shall consist of the Trustees named in the first paragraph
of this Declaration of Trust, to wit: Meetinghouse Commons, LLC, a
Massachusetts limited liability company, and Leigh Development LLC, or
either of them, or any other person or persons from time to time appointed
by Declarant as provided herein, hereinafter called the "Initial Board".
The term of the Initial Board shall end upon the earliest to occur of the
following events: (a) four(4)months after 75%of the Units in all phases
added to the Condominium or projected to be added have been conveyed
to Unit Owners other than the Declarant; or (b) five (5) years following
the conveyance of the first Unit.Notwithstanding any other term or
provision of this Trust to the contrary: (A) the Unit Owners shall have no
power or right to remove the Initial Board, namely, Meetinghouse
Commons, LLC or Leigh Development LLC, nor to appoint'any additional
or successor Trustees, until the expiration of the term of said Initial Board
shall have expired as set forth in the immediately preceding sentence, and
(B) during the term of the Initial Board, the Declarant shall have the right
to appoint and/or remove any Trustees and any vacancy in the office of a
Trustee, however caused, shall be filled only by the designation of the
Declarant of the Master Deed.
(ii) Subsequent Boards of Trustees
After the term of the Initial Board, there shall at all subsequent tunes be a
Board of Trustees hereunder consisting of five (5) natural persons, such
number to be determined from time to time by plurality vote of Unit
Owners, which vote shall be exercised in person or by proxy at any annual
or special meeting of the Unit Owners. At least one Trustee shall be from
a Detached Dwelling, one from a Townhouse, and one ftom a Flat, unless
there are no candidates from a Detached Dwelling, Townhouse or Flat,
respectively.
At first election after the term of the Initial Board has expired, in order to
establish a system of staggered terms of office, the two (2) candidates
receiving the highest and second highest individual totals of percentage
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beneficial interest votes shall each serve for a term of three (3) years, the
two (2) candidates receiving the third and fourth highest totals of
percentage beneficial interest votes shall each serve for a term of two (2)
years, and candidate receiving the lowest individual total of percentage
beneficial interest vote shall serve for a term of one (1) year, In the event
of a tie vote which creates an uncertainty as to the term of a Trustee, the
term shall be determined by the drawing of lots by the Trustees who
received the tie votes.
The Trustees shall elect from their number a Chairman, Treasurer and
Secretary, who shall perform such duties as the Trustees may prescribe,
and may elect such other officers as they shall desire. Any Trustee may
hold more than one office,
Each person elected to serve as Trustee subsequent to the term of the
Initial Board who wishes to so serve shall promptly file with the Secretary
of the Trust his written acceptance of election, and upon receipt of such
acceptance, the Secretary shall sign and record with the Essex North
District Registry of Deeds a certificate of election setting forth the names
of the new Trustees and reciting that they have been duly elected by the
requisite vote of the Unit Owners and have filed their written acceptances
of election with the Secretary, and upon the recording of such certificate
of election, the election of the Trustees named therein shall become
effective and each such person named therein as a Trustee shall then be
and become such Trustee and shall be vested with the title to the Trust
property,jointly with the remaining or surviving Trustee or Trustees
without the necessity of any act of transfer or conveyance.
In years subsequent to the first election after the expiration of the term of
the Initial Board, elections shall be held to fill the expiring terms.
B. Vacancies
Subsequent to the first election after the expiration of the term of the Initial
Board, if and whenever any Trustee's term is to expire, a vacancy shall be deemed
to exist, Such vacancy shall be filled by (a) an appointment of a natural person to
act as such Trustee by vote of Unit Owners at a duly called meeting as set forth in
Subsection A(ii), and (b) the acceptance of such appointment, signed and
acknowledged by the person so appointed.
If, (i) after a vacancy which occurs by reason of the expiration of a term of a
Trustee, or Trustees as set forth above, the Unit Owners have not within thirty
(30) days after the occurrence of such vacancy appointed a new Trustee or
Trustees, or (ii) any Trustee's term becomes vacant for a reason other than the
expiration of his term, including without limitation, removal, resignation or death
of a Trustee, then any such vacancies shall be filled by vote of a majority of the
then remaining Trustees, or by the remaining Trustee if only one and (b) the
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acceptance of such appointment, signed and acknowledged by the person so
appointed. The term of any Trustee appointed by the Trustees pursuant to this
paragraph shall end when his/her predecessor's term would, but for the vacancy,
have ended.
After the expiration of the term of the Initial Board, if for any reason there shall
be fewer than five (5) Trustees for any consecutive period of more than sixty (60)
days and shall at the end of that time remain unfilled, a Trustee or Trustees to fill
such vacancy or vacancies may be appointed by any court of competent
jurisdiction upon the application of any Unit Owner and notice to the other Unit
Owners and all Trustees and to such other parties in interest, if any, to whom the
court may direct that notice be given, and such appointment shall become
effective upon the recording with the Essex North District Registry of Deeds of a
certificate or order of such appointment.
Notwithstanding anything to the contrary in this subsection B despite any vacancy
in the office of Trustees, however caused and for whatever duration, the
remaining or surviving Trustees, subject to the provisions of the immediately
following subsection C, shall continue to exercise and discharge all of the powers,
discretions and duties hereby conferred or imposed upon the Trustees.
C. Majority Vote
(i) In all matters relating to the administration of the Trust hereunder and the
exercise of the powers hereby conferred, the Trustees shall act by majority
vote, provided that subsequent to the expiration of the term of the Initial
Board (but not prior thereto) in no case shall a majority consist of less than
two (2)Trustees. The Trustees may so act without a meeting by
instrument signed by all Trustees. Trustees may not vote by proxy.
(ii) During the term of the Initial Board, a majority vote shall consist of the
vote of the sole member of the Initial Board acting alone. Such sole
member may so act without a meeting by instrument signed by it alone.
D. Resignation of Trustees; Removal
Any Trustee may resign at any time by instrument in writing, signed and
acknowledged in proper form for recording and such resignation shall take effect
upon the recording of such document with the Essex North District Registry of
Deeds. After notice and opportunity to be heard before the Unit Owners called
pursuant to Sections 8 and 33 of the By-Laws hereof, a Trustee (except a member
of the Initial Board) may be removed from office with or without cause, by an
instrument in writing signed by vote of Unit Owners entitled to not less than fifty-
one (51%)percent of the beneficial interest hereunder, such instrument to take
effect upon the recording thereof with said Essex North District Registry of
Deeds.
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E. Bonds
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The Trustees shall obtain and maintain fidelity bonds as set forth in Section 3 of
the By-Laws of this Trust,
F. Good Faith
No Trustee hereinbefore named, or appointed or designated as hereinbefore
provided, shall under any circumstances or in any event be held liable or
accountable out of his personal assets or estate or be deprived of compensation by
reason of any action taken, suffered or omitted in good faith, or be so liable,
accountable or deprived for more money or other property than he actually
receives, or for allowing one or more of the other Trustees to have possession of
the Trust books or property, or be so liable, accountable or deprived by reason of
honest errors of judgment or mistakes of fact or law or by reason of the existence
of any personal interest or gain or by reason of anything except his own personal
and willful malfeasance, bad faith, or fraud.
G. Conflict of Interest
No Trustee shall be disqualified by his office from contracting or dealing with the
Trustees or with one or more Unit Owners (whether directly or indirectly because
of his interest individually or the Trustees' interest or any Unit Owner's interest in
any corporation, firm, trust or other organization connected with such contracting
or dealing or because of any other reason), as vendor, purchaser or otherwise, nor
shall any such dealing, contract or arrangement entered into in respect of this
Trust in which any Trustee shall be in any way interested, be avoided, nor shall
any Trustee so dealing or contracting or being so interested, be liable to account
for any profit realized by any such dealing, contract or arrangement by reason of
such Trustee's holding office or of the fiduciary relationship hereby established,
provided the Trustee shall act in good faith and shall disclose to the other Trustees
the nature of his interest before the dealing, contract, or arrangement is entered
into, and provided that such dealing, contract or arrangement is upon
commercially reasonable terms.
It is understood and permissible for the Initial Board hereunder and any other
Trustee designated by the Initial Board or who are employed by or affiliated or
associated with the Declarant, to contract with the Declarant of the Master Deed
(the "Declarant") and any corporation, limited liability company, firm, trust or
other organization controlled by or affiliated or associated with the Declarant
upon commercially reasonable terms without fear of being charged with self-
dealing.
H. Compensation
The Trustees shall receive no compensation for their services as trustees, but with
the prior written approval in each instance of the other Trustees, and upon
presentation of proper vouchers, each Trustee may be reimbursed for actual out-
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of-pocket expenses paid or incurred by him pursuant to his duties as such Trustee,
and such reimbursement shall be a Common Expense of the Condominium.
With the prior written approval in each instance of the other Trustees, each
Trustee may receive reasonable compensation for any extraordinary or unusual
services rendered by him in connection with this Trust, and such compensation
shall be a Common Expense of the Condominium.
With the prior written approval in each instance of the other Trustees, any Trustee
may be engaged to render services to this Trust, legal, accounting, or otherwise, at
such compensation as shall be fixed by the Trustees, and any fees or other
compensation shall be a Common Expense of the Condominium.
Notwithstanding anything to the contrary in this subsection H of this Section 3, no
compensation or fees shall be paid to the Initial Board, and no reimbursement for
out-of-pocket expenses shall be made to any member of the Initial Board, unless
the same is reasonable and customary. A Trustee (other than the Initial Board)
shall abstain from voting upon any question regarding reimbursement,
compensation, or fees proposed to be paid to him pursuant to the provisions of
this subsection H of this Section 3, or upon any question regarding the
engagement of himself, or any firm, association, corporation or partnership of
which he is a member, to render services, legal, accounting or otherwise to this
Trust.
I. Indemnity
The Trustees and each of them shall be entitled to indemnity both out of the Trust
property and by the Unit Owners severally in proportion to their ownership in the
common areas and facilities against any liability incurred by them or any of them
in the execution of their duties hereunder, including, without limitation, liabilities
in contract and in tort and liabilities for damages, penalties and fines (but not for
fraud or willful misconduct). Each Unit Owner shall be personally liable for all
sums lawfully assessed for his share of the Common Expenses of the
Condominium and for his proportionate share of any claims involving the Trust
property in excess thereof.
4. BENEFICIARIES AND THEIR BENEFICIAL INTEREST,
A. The beneficiaries hereof shall be the Unit Owners of the Condominium. The
beneficial interest in this Trust shall be divided among the Unit Owners in the
percentage of undivided beneficial interest appertaining to the Units of the
Condominium, all as set forth on Exhibit C of the Master Deed, which is hereby
incorporated herein by this reference and made a part hereof, with the same force
and effect as though fully set forth in the body hereof.
B. The beneficial interest of each Unit of the Condominium shall be held and
exercised as a unit and shall not be divided among several owners of any such
Unit. To that end, whenever any of said Units is owned of record by more than
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one person, the several owners of such Unit shall: (i) determine and designate
which one of such owners shall be authorized and entitled to cast votes, execute
instruments, and otherwise exercise the rights appertaining to such Unit
hereunder; and (ii) notify the Trustees of such designation by a notice in writing
signed by all of the record owners of such Unit. Any such designation shall take
effect upon receipt by the Trustees of such notice, and may be changed at any
time and from time to time by notice as aforesaid. In the absence of any such
notice of designation, the Trustees may designate any one of such owners for such
purposes.
5. BY-LAWS.
The By-Laws of this Trust are attached hereto as Exhibit A which is hereby incorporated
herein by this reference and made a part hereof with the same force and effect as though
fully set forth in the body hereof.
b. RIGHTS AND OBLIGATIONS OF THIRD PARTIES DEALING WITH THE
TRUST.
A. Any instrument signed and acknowledged in proper form for recording by a
majority of the Trustees as they then appear of record in the Essex North District
Registry of Deeds and recorded in the Essex North District Registry of Deeds
may be relied on as conclusively establishing that such instrument was the free act
of this Trust and shall be binding upon this Trust when so recorded.
B. No purchaser, mortgagee, lender, or other person dealing with a majority of the
Trustees, as they then appear of record in the Essex North District Registry of
Deeds shall be bound to ascertain or inquire further as to the persons who are then
the Trustees hereunder or be affected by any notice, implied or actual, relative
thereto, other than by a certificate thereof, so recorded, and such recorded
certificate shall be conclusive evidence of the identity of said Trustees and of any
changes therein. The receipts of a majority of the Trustees, for money paid or
things delivered to them shall be effectual discharges therefrom to the persons
paying or delivering the same, and no person from whom a majority of the
Trustees shall receive any money,property or other credit, shall be required to see
to the application thereof. No purchaser, mortgagee, lender or other person
dealing with a majority of the Trustees as they then appear of record in the Essex
North District Registry of Deeds, or with any real or personal property which then
is or formerly was Trust property shall be bound to ascertain or inquire as to the
existence or occurrence of any event or purpose in or for which a sale, mortgage,
pledge or charge is herein authorized or directed, or otherwise as to the purpose of
regularity of any of the acts of the Trustees(s) purporting to be done in pursuance
of any of the provisions or powers herein contained, or as to the regularity of the
resignation or appointment of any Trustees. Any instrument of appointment of a
new Trustee or resignation or discharge of a Trustee purporting to be executed by
the Trustees, Unit Owners or other persons herein required to execute the same,
shall upon the recording thereof, be conclusive evidence in favor of any such
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purchaser or other person dealing with the Trustees of the matters therein recited
relating to such discharge, resignation or appointment.
C. Notwithstanding anything to the contrary herein, and notwithstanding any custom
or usage to the contrary, no recourse shall at any time be had under or upon any
note, bond, contract, order, debt, claim, instrument, certificate, undertaking,
obligation, covenant, or agreement, whether oral or written, made, issued or
executed by the Trustees or by any agent or employee of the Trustees, or by
reason of anything done or omitted to be done by or on behalf of them or any of
them, against the Trustees individually, or against any such agent or employee, or
against any beneficiary, either directly or indirectly, by legal or equitable
proceedings, or by virtue of any suit or otherwise, and all persons extending credit
to, contracting with, or having any claim against the Trustees, shall look only to'
the Trust property for payment under such note, bond, contract, order, debt, claim,
instrument, certificate, undertaking, obligation, covenant, or agreement, or for the
payment of any debt, damage,judgment or decree, or of any money that may
otherwise become due or payable to them from the Trustees, so that neither the
Trustees nor the beneficiaries, present or future, shall ever be personally or
individually liable therefor; provided, however, that nothing herein contained
shall be deemed to limit or impair the liability of the Unit Owners under the
provisions of the Act.
D. Every note, bond, contract, order, instrument, certificate, undertaking, obligation,
covenant or agreement, whether oral or written, made, issued or executed by the
Trustees, or by any agent or employee of the Trustees, shall be deemed to have
been entered into subject to the terms, conditions,provisions and restrictions
hereof, whether or not express reference shall be made to this instrument.
E. This Declaration of Trust and amendments hereto and any Certificate herein
required or which it may be deemed desirable to record, shall be recorded with the
Essex North District Registry of Deeds and such record when executed according
to the requirements of this Declaration of Trust shall be deemed conclusive
evidence of the contents and effectiveness thereof according to the tenor thereof;
and all persons dealing in any manner whatsoever with the Trustees, the Trust
property, or any beneficiary hereunder, shall be held to have notice of any
alteration or amendment of this Declaration of Trust, or change of Trustee or
Trustees, when the same shall be so recorded. Any certificate signed by a
majority of the Trustees at the time as they then appear of record in the Essex
North District Registry of Deeds setting forth as facts any matters affecting the
Trust, including statements as to who are the Trustees, as to what action has been
taken by the Trustees or beneficiaries, and as to matters determining the authority
of the Trustees to do any act, when duly acknowledged and recorded with said
Essex North District Registry of Deeds, shall be conclusive evidence as to the
existence of such alleged facts in favor of all third persons, including the Trustees
acting in reliance thereon. Any certificate executed by a majority of the Trustees
as they then appear of record in the Essex North District Registry of Deeds setting
forth the existence of any facts, the existence of which is necessary to authorize
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the execution of any instrument or the taking of any action by such Trustees,
shall, when duly acknowledged and recorded with said Essex North District
Registry of Deeds, as to all persons acting in good faith in reliance thereon, be
conclusive evidence of the truth of the statement made in such certificate and of
the existence of the facts therein set forth.
7. AMENDMENTS; TERMINATION.
A. Notwithstanding anything to the contrary herein, so long as the Declarant owns
any Unit or Parking Easement in the Condominium, or the Termination Date set
forth in the Master Deed has not occurred, the Declarant shall have the right, at
any time and from time to time, to amend this Declaration of Trust(including but
not limited to the By-Laws hereto and the Rules and Regulations hereto) without
the consent of any Unit Owners or any of the Trustees of this Trust or any
mortgagees, to meet the requirements of any governmental or quasi-governmental
body or agency, or the requirements of any insurance company or insurance
underwriting office or organization, or the requirements of Federal National
Mortgage Association, Federal Home Loan Mortgage Corporation, the secondary
mortgage market, or any institutional lender, or to cure any ambiguity,
inconsistency or formal defect or omission, or to exercise the Declarant's rights
under Sections (a), (h)III or (n) of the Master Deed,provided the same is
consistent with the Comprehensive Permit Decision issued.by.the Town of North
Andover Zoning Board of Appeals on April 24 2002 Case No. 2001-033 as
amended by a First Amendment to Comprehensive Permit Minor Modification
dated Januar,y 13 2005 as may be further amended from time to time the
"Comprehensive Permit").
B. Subject, however,'to the provisions of Section 32 of the By-Laws hereto:
(i) A majority of the Trustees, with the consent in writing of sixty-seven
(67%) percent in interest of Unit Owners, may at any time and from time
to tirne amend, alter, add to, or change this Declaration of Trust in any
manner or to any extent, the Trustees first, however, being duly
indemnified to their reasonable satisfaction against outstanding obligations
and liabilities; provided, however, that no such amendment, alteration,
addition or change shall be made: (i)without the prior written consent of
the Declarant obtained in each instance during the term of the Initial Board
for so long as the Declarant remains the owner of any Unit or Parking
Easement in the Condominium or the Termination Date has not yet
occurred, or (ii) without the prior written consent of the owners of Units
entitled to use Exclusive Use Areas or Exclusive Appurtenances, with
respect to any proposed amendments dealing with Exclusive Use Areas or
Exclusive Appurtenances, or (iii) according to the purport of which, the
percentage of the beneficial interest hereunder of any Unit Owner would
be altered, or in any manner or to any extent whatsoever, modified or
affected so as to be different than the percentage of the individual interest
of such Unit Owner in the common areas and facilities as set forth in the
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Master Deed other than by consent of all of the Unit Owners whose
percentage of the undivided interest is affected, in accordance with the
Act, or (v) which would render this Trust contrary to or inconsistent with
any requirements or provisions of the Act or the Com rehensive Permit.
Any amendment, alteration, addition or change pursuant to the foregoing
provisions of this Section shall become effective upon the recording with
the Essex North District Registry of Deeds of an instrument of
amendment, alteration, addition, or change, as the case may be, signed,
sealed and acknowledged in proper form for recording, setting forth in full
the amendment, alteration, addition, or change. Such instrument, so
executed and recorded, shall be conclusive evidence of the existence of all
facts and of compliance with all prerequisites to the validity of such
amendment, alteration, addition, or change, whether stated in such
instrument or not, upon all questions as to title or affecting the rights of
third persons and for all other purposes.
(ii) The Trust hereby created shall terminate only upon the removal of the
Condominium from the provisions of the Act in accordance with the
procedure therefor set forth in the Act.
(iii) Upon the termination of this Trust, the Trustees may, subject to and in
accordance with the provisions of the Act, sell and convert into money the
whole of the Trust property, or any part or parts thereof, and, after paying
or retiring all known liabilities and obligations of the Trustees and
providing for indemnity against any other outstanding liabilities and
obligations, shall divide the proceeds thereof among, and distribute in
kind, at valuations made by them which shall be conclusive if made in
good faith, all other property then held by them in trust hereunder to the
Unit Owners according to their respective percentages of beneficial
interest hereunder. In making any sale under the provisions of this
subsection of this Section 7, the Trustees shall have the power to sell or
vary any contract of sale and to resell without being answerable for loss,
and, for said purposes, to do all things, including the execution and
delivery of instruments, as may by their performance thereof be shown to
be in their judgment necessary or desirable in connection therewith. The
powers of sale and all other powers herein given to the Trustees shall
continue as to all property at any time remaining in their hands or
ownership, even though all times herein fixed for distribution of Trust
property may have passed.
The provisions of Section 32 of the By-Laws hereto shall at all times take
precedence over the provisions of this Section 7.
8. CONSTRUCTION; INTERPRETATION.
A. In the construction hereof, whether or not so expressed, words used in the singular
or in the plural, respectively, shall include both the plural and singular; words
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denoting males include females; and words denoting persons include individuals,
firms, associations, companies (joint stock or otherwise), partnerships, entities
and quasi-entities, trusts and corporations; unless a contrary intention is to be
inferred from or is required by the subject matter or context. The marginal and
sectional captions and headings are inserted only foi convenience of reference and
are not to be taken to be any part hereof or to control or affect the meaning,
construction, interpretation, or effect hereof.
B. All of the trusts, powers, and provisions herein contained shall take effect and be
construed according to the laws of the Commonwealth of Massachusetts in
general, and with respect to the Act, in particular.
C. The invalidity of any provision or part of such provision hereof shall not impair or
affect in any manner the remainder hereof, or the remainder of such provision or
such part of such provision.
D. No restriction, condition, obligation or provision contained herein(including but
not limited to the By-Laws hereof attached hereto as Exhibit A and incorporated
herein by reference) shall be deemed to have been waived by reason of any failure
to enforce the same, irrespective of the number or frequency of violations or
breaches thereof which may occur.
E. In the event of any conflict between the provisions hereof(including but not
limited to the By-Laws hereof attached hereto as Exhibit A and incorporated
herein by reference) and the provisions of the Act, and the Master Deed, and the
Comprehensive Permit, then the provisions of the Act, or the Comprehensive
Permit, or of the Master Deed, as the case may be, shall control. Words defined
in the Act and used herein shall have the same meaning herein as defined in the
Act, unless the context clearly indicates otherwise.
9, NON-RECOURSE.
Notwithstanding anything to the contrary contained in this Declaration of Trust or in the
By-Laws and Rules and Regulations hereto, any recourse against the Declarant and its
successors and assigns or the Initial Board shall be strictly limited to the Declarant's
interest and that of its successors and assigns in the Condominium property, and in no
event shall any of the Declarant's or its successors and assigns members, managers or any
director, officer, employee or shareholder of any of the foregoing be liable, Further, in
no event shall consequential, indirect or punitive damages be sought.
13
EXECUTED as an instrument under seal at North Andover, Essex County,
Massachusetts, this day of , 2005.
Meetinghouse Commons, LLC,
Trustee as aforesaid
By:
Thomas D. Zahoruiko, Manager and not
individually
Trustee as
aforesaid and not individually
COMMONWEALTH OF MASSACHUSETTS
Essex, ss.
On this day of , 2005, before me, the undersigned notary public, personally
appeared Thomas D, Zahoruiko, as Manager of Meetinghouse Commons, LLC, Trustee as
aforesaid, who proved to me through satisfactory evidence of identification, which was a
Massachusetts driver's license, to be the person whose name is signed on the preceding or
attached document, and acknowledged to me that he signed it voluntarily for its stated purpose.
Notary Public
My Commission Expires;
COMMONWEALTH OF MASSACHUSETTS
Essex, ss.
On this day of , 2005, before me, the undersigned notary public, personally
appeared , Trustee as aforesaid, who proved to
me through satisfactory evidence of identification, which was a Massachusetts driver's license,
to be the person whose name is signed on the preceding or attached document, and
acknowledged to me that lie signed it voluntarily for its stated purpose.
Notary Public
t
My Commission Expires:
14
EXHIBIT A
Incorporated into and made a part of the Declaration of Trust of Meetinghouse Commons
Condominium Trust (the "Declaration of Trust"). Capitalized terms used herein and not
otherwise defined shall have the same meaning ascribed to such terms in the Master Deed or in
the Declaration of Trust.
BY-LAWS
MEETINGHOUSE COMMONS CONDOMINIUM TRUST
The provisions of this Exhibit A to Meetinghouse Commons Condominium Trust shall
constitute the By-Laws of Meetinghouse Commons Condominium Trust, the organization of
Unit Owners established by said Trust.
I. Powers and Duties of the Trustees.
The Board of Trustees shall have all power necessary for the administration of the affairs
of the Condominium as set forth in the Act, and they may do any and all acts necessary or
desirable for the administration of the affairs of the Condominium except only for such
acts as may not, under law, or under the provisions of the Master Deed, or this Trust, be
delegated to the Trustees by the Unit Owners. Such powers and duties of the Trustees
shall include, but shall not be limited to, the following:
A. Operation, care, upkeep and maintenance of the common areas and facilities.
B. Determination of the General Common Expenses, DD-Common Expenses, TH-
Common Expenses, and F-Common Expenses required for the affairs of the
Condominium, including, but not limited to the operation and maintenance of the
common areas and facilities.
C. Collection of the General Common Expenses, DD-Common Expenses, TH-
Common Expenses, and F-Common Expenses from the Unit owners.
D, Employment and dismissal of the personnel necessary or advisable for the
maintenance and operation of the common areas and facilities.
E. Subject to the provisions of Section 7 of these By-Laws, adoption, amendment,
and administration (including waiver) of Rules and Regulations covering the
details of the operation and use of the common areas and facilities.
F. Opening of bank accounts on behalf of the Condominium, and, subject to the
provisions hereof, designating the signatories required therefor.
G. Leasing, managing and otherwise dealing with such facilities as may be provided
for in the Master Deed as being common areas and facilities.
15
I
H. Owning, conveying, and encumbering, and otherwise dealing with Units and
Parking Easements conveyed to the Trust or purchased by it as a result of
enforcement of the lien for Common Expenses, or otherwise.
1. Obtaining of insurance for the Condominium, including the Units, pursuant to the
provisions hereof.
J. Making of repairs, additions and improvements to, or alterations or restoration of,
the Condominium., in accordance with the other provisions of this Trust.
K. Subject to the provisions of subsection B of Section 29 of these By-Laws,
purchasing a Unit.
L. Purchasing of Units at foreclosure or other sales.
M. Organizing and maintaining corporations, trusts, or other entities to act as
nominee of the Condominium in acquiring title to Units on behalf of all Unit
Owners under the provisions hereof..
N. Borrowing money for any proper Condominium purpose, and granting to the
lender a security interest and pledge of the Trust's receivables, including but not
limited to amounts receivable in the future for General Common Expenses, DD-
Common Expenses, TH-Common Expenses, and F-Common Expenses, and
special assessments of any description.
O. Conducting litigation as to any course of action involving the common areas and
facilities or arising out of the enforcement of the By-Laws, Rules and
Regulations, and Master Deed, and this Trust. Notwithstanding any provision of
the Master Deed, or the Declaration of Trust, or of these By-Laws or the Rules
and Regulations to the contrary, neither the Trustees acting in their capacity as
such Trustees or acting as representatives of the Unit Owners, nor any class of
Unit Owners shall bring any litigation whatsoever unless a copy of the proposed
complaint in such litigation has been delivered to all of the Unit Owners, and not
less than eighty(80%) per cent of all Unit Owners consent in writing to the
bringing of such litigation within sixty (60) days after a copy of such complaint
has been delivered to the Unit Owners and specifying as a part of the written
consent a specific monetary limitation to be paid as legal fees and costs and
expenses to be incurred in connection therewith, which amount shall be separately
assessed as a special assessment effective forthwith at the time of said affirmative
consent. Notwithstanding any provisions of the Master Deed, or of the
Declaration of Trust of the Trust (including but not limited to the provisions of
Section 7 of the Declaration of Trust), or these By-Laws or the Rules and
Regulations, the provisions of this paragraph O of this Section 1 shall not be
amended except by vote of at least eighty (80%) per cent of Unit Owners. The
provisions of this paragraph O (with the exception of the first sentence hereof)
shall not apply to litigation by the Trust against Unit Owners with respect to the
recovery of overdue General Common Expenses, DD-Common Expenses, TH-
16
Common Expenses, and F-Common Expenses, or special assessments, or to
j foreclose the lien provided by Section 6 of the Act, or to enforce any of the
provisions of the Master Deed, or the Declaration of Trust of the Trust, or these
By-Laws or Rules and Regulations thereto, or the Unit deed, against Unit Owners.
P. Granting permits, licenses and easements over the common areas and facilities for
utilities and other purposes reasonably necessary or useful for the proper
maintenance or operation of the Condominium project.
Q. Enforcing obligations of the Unit Owners, allocating income and expenses, and to
do anything and everything else necessary and proper for the sound management
of the Condominium.
2. Common Expenses and Profits.
A. General Common Expenses
(i) Each Unit Owner shall be liable for common expenses ("General Common
Expenses") and shall be entitled to common profits of the Condominium
in the same proportion as his beneficial interest in this Trust bears to the
aggregate beneficial interest of all the other Unit Owners. The Trustees
may at any time or times distribute general common profits among the
Unit Owners in such proportions. The Trustees shall at all times establish
and maintain an adequate reserve fund for the periodic maintenance,
repairs and replacement of improvements to the common areas and
facilities and those limited common areas which the Trust may be
obligated to maintain, and such reserve fund shall be funded by regular
monthly assessments from regular assessments for General Common
Expenses, and such fund shall not be deemed to be common profits
available for distribution. It is expected that initial Unit conveyances,
completion of Units, and initial occupancy of Units will not take place
simultaneously. Notwithstanding anything to the contrary in these By-
Laws or in the Master Deed, the Initial Board may from time to time
promulgate a budget or budgets under the provisions of this Section for the
initial months of operation of the Condominium pursuant to which
assessments will be minimal, reflective of the circumstance that during
such period, few Units may be occupied and the cost of services will be
correspondingly low.
(ii) In addition to the foregoing, (and not in substitution thereof) to ensure that
this Trust will have the funds to meet unforeseen expenditures or to
purchase any additional equipment or services, there shall be a working
capital fund at least equal to two (2) months' estimated General Common
Expenses for each Unit. Any amounts paid into this fund shall not be
considered as advance payments of regular assessments. Each Unit's share
of the working capital fund shall be collected at the time the sale of the
Unit is closed or at the time control of this Trust is transferred to the
17
Trustees elected by Unit Owners other than the Declarant, as set forth in
Section 3 of this Trust, whichever occurs earlier. The Declarant may
reimburse itself for these payments from the funds collected at closing
when the unsold Units are sold. When control of this Trust is transferred
as set forth above, the working capital fund shall be transferred to this
Trust for deposit to a segregated fund. During the term of the Initial
Board (or while a majority of the Trustees are the Declarant, or nominees
or designees of the Declarant) the working capital fund which is the
subject of this Subsection shall not be used to defray the expenses, reserve
contributions, or construction costs which are the responsibility of the
Declarant in its role as developer of the Condominium or to make up
budget deficits.
In addition to the foregoing, (and not in substitution thereof), the Trustees
may, to such extent as they deem advisable, set aside common finds of the
Condominium as additional reserves and may use the funds so set aside
for reduction of indebtedness or other lawful capital purposes, and, subject
to the provisions of Section d of these By-Laws, for repair, rebuilding or
restoration of the Condominium, or for improvements thereto, and for
replacement of the common areas and facilities, and other proper
contingencies, and the funds so set aside shall not be deemed to be
common profits available for distribution.
(iv) At least thirty(30) days prior to the commencement of each fiscal year of
this Trust, the Trustees shall estimate the General Common Expenses
expected to be incurred during such fiscal year, together with reasonable
provision for contingencies and reserves, and for the reserve funds
mentioned in Subsection C of this Section 2, and after taking into account
any undistributed common profits from prior years, shall determine the
assessment for General Common Expenses to be made for such fiscal
year. The Trustees shall promptly furnish copies of each budget on which
such assessment is based to all Unit Owners, and, if requested, to their
mortgagees. The Trustees shall promptly render statements to the Unit
Owners for the respective shares of such assessment, and each Unit Owner
thereafter shall pay one-twelfth of his share of the estimated General
Common Expenses monthly in advance on the first day of each month. In
the event that the Trustees fail or neglect to promulgate such budget, then
the budget for the immediately preceding year shall be deemed to be in
effect until the Trustees promulgate a current budget. The Trustees shall
not be obligated to render monthly statements. In the event that at any
time and from time to time the Trustees shall determine during any fiscal
year that the assessment so made is less than the General Common
Expenses actually incurred, or to be incurred, including but not limited to
provisions for proper reserve funds, the Trustees shall make a
supplemental assessment or assessments and render statements therefor in
the manner aforesaid, and such statements shall be payable and take effect
as set forth in such statements. The Trustees may in their discretion
18
I
provide for payments of such supplemental assessment statements in
monthly or other installments. The Trustees shall have the authority and
the duty to levy and enforce the collection of general and special
assessments for General Common Expenses.
(v) The amount of each such statement, for regular or supplemental
assessments, together with late fees thereon if not paid when due as set
forth in subsection F of this Section.2, together with all expenses,
including attorneys' fees, incurred by the Trustees in any proceeding
brought to collect such unpaid General Common Expenses and
assessments, shall constitute a lien on the unit of the Unit Owner assessed
pursuant to the provisions of Section 6 of said Chapter 183A and Sections
5 and 5A of Chapter 254, and may be collected by the Trustees pursuant to
said statutes as the same may be amended. The Trustees shall take prompt
action to collect any General Common Expenses and assessments due
from any Unit Owner which remain unpaid for more than thirty (30) days
from the due date thereof including but not limited to action under the
provisions of Massachusetts General Laws Chapters 183A and 254 as the
same may be amended. In the event that the Trustees bring an action to
foreclose a lien on any unit pursuant to said statute, the Unit Owner shall
pay a reasonable sum for use and occupancy of his unit from the date of
foreclosure until the Unit Owner vacates the unit(the plaintiff in such
foreclosure action shall be entitled to the appointment of a receiver to
collect the same) but nothing in this sentence shall be deemed to grant any
Unit Owner the right to remain in possession of his unit after such
foreclosure. The Trustees, acting on behalf of all Unit Owners, shall have
power to purchase such unit at the foreclosure sale and to acquire, hold,
mortgage (but not lease, rent, or vote the vote appurtenant to), convey or
otherwise deal with the same. A suit to recover a money judgment for
unpaid General Common Expenses shall be maintainable without
foreclosing or waiving the lien securing the same, In the event of any suit
or foreclosure by the Trustees, the Trustees shall be entitled to late charges
as set forth in subsection F of this Section 2, and all costs of collection,
suit and foreclosure, including attorney's fees. In addition to the lien in
favor of the Trustees for assessments for General Common Expenses and
assessments, such assessments shall also be the personal obligation of the
owner of the unit at the time the assessment fell due.
B. As set forth in Section(a)II of the Master Deed, if all phases now anticipated are
built and added to the Condominium there will Detached Dwellings, Townhouses
and Flats. The Detached Dwellings and Townhouses will each be located in
separate Buildings (some of Townhouses may be attached), will be separately
heated and air conditioned and each will be entitled to an EUA. The Flats will be
located in one or more Buildings, and will be served by central heating,
ventilating and air conditioning, and two (2) elevators. Because of this
configuration and the ramifications thereof, the Detached Dwellings, Townhouses
and Flats wi11 have different expense requirements. In order to provide for these
19
different expense requirements, and in the interest of fairness, the Trustees shall
be entitled to levy assessments as set forth in Subsection C, D and E, in addition
to the General Common Expenses and special assessments set forth in Subsection
A of this Section 2 and not in substitution therefor, against the owners of
Detached Dwellings, Townhouses and Flats based upon the differing expense
requirements referred to above, as set forth below.
C. DD-Common Expenses
(i) The Trustees shall annually promulgate a budget (the "DD-Budget")
which shall consist of all items, if any, in the good faith judgment of the
Trustees properly attributable solely to the Detached Dwellings (as
defined in the Master Deed) or which serve only the Detached Dwellings.
The Trustees shall assess, against the Detached Dwellings and the owners
thereof a charge, called the DD-Common Expenses, which shall be
assessed as set forth herein. The judgment of the Trustees as to whether a
particular item or amount is properly allocated to the DD-Budget or to the
TH-Budget or to the Flat Budget(as defined in Subsections D and E
hereof) shall be conclusive if made in good faith. Each Owner of a
Detached Dwelling shall be liable for DD-Common Expenses and shall be
entitled to common profits of the Condominium attributable solely to the
Detached Dwellings ("DD-Common Profits") in the same proportion as
his beneficial interest in this Trust bears to the aggregate beneficial
interest of all other owners of Detached Dwellings as set forth in the
Master Deed. The Trustees may at any time or times distribute DD-
Common Profits among the Owners of Detached Dwellings in such
proportions. The Trustees shall at all times establish and maintain an
adequate reserve fund for the periodic maintenance, repairs and
replacement of the Detached Dwelling Limited Common Areas, and such
reserve fund shall be funded by regular monthly assessments from regular
assessments for DD-Common Expenses, and such fund shall not be
deemed to be DD-Common Profits available for distribution.
(ii) In addition to the foregoing, (and not in substitution thereof) to ensure that
this Trust will have the funds to meet unforeseen expenditures or to
purchase or lease any additional equipment or services, there shall be a
working capital fund (the "DD-Working Capital Fund") at least equal to
two (2) months' estimated DD-Common Expenses for each Detached
Dwelling. Any amounts paid into the DD-Working Capital Fund shall not
be considered as advance payments of regular assessments. Each
Detached Dwelling's share of the DD-Working Capital Fund shall be
collected at the time the sale of the Unit is closed or at the time control of
this Trust is transferred to the Trustees elected by Unit Owners other than
the Declarant, as set forth in Section 3 of this Trust, whichever occurs
earlier. The Declarant may reimburse itself for these payments from the
funds collected at closing when the unsold Detached Dwellings are sold.
When control of this Trust is transferred as set forth above, the DD-
20
i
Working Capital Fund shall be transferred to this Trust for deposit to a
segregated fund. During the term of the Initial Board (or while a majority
of the Trustees are the Declarant, or nominees or designees of the
Declarant)the DD-Working Capital Fund which is the subject of this
Subsection shall not be used to defray the expenses, reserve contributions,
or construction costs which are the responsibility of the Declarant in its
role as developer of the Condominium or to make up budget deficits.
In addition to the foregoing, (and not in substitution thereof), the Trustees
may, to such extent as they deem advisable, set aside DD- common funds
of the Condominium as additional reserves and may use the funds so set
aside for reduction of indebtedness or other lawful capital purposes, and,
subject to the provisions of Section 4 of these By-Laws, for repair,
rebuilding or restoration of the Detached Dwelling Limited Common
Areas of the Condominium, or for improvements thereto, and for
replacement of the Detached Dwelling Limited Common Areas, and other
proper contingencies, and the funds so set aside shall not be deemed to be
DD-Common Profits available for distribution.
(iv) At least thirty (30) days prior to the commencement of each fiscal year of
this Trust, the Trustees shall estimate the DD-Common Expenses expected
to be incurred during such fiscal year, together with reasonable provision
for contingencies and reserves, and for the reserve funds mentioned above,
and after taking into account any undistributed DD-Common Profits from
prior years, shall determine the assessment for DD-Common Expenses to
be made for such fiscal year. The Trustees shall promptly furnish copies
of each budget on which such assessment is based to all Detached
Dwelling Unit Owners, and, if requested, to their mortgagees. The
Trustees shall promptly render statements to the Detached Dwelling Unit
Owners for the respective shares of such assessment, and each Detached
Dwelling Unit Owner thereafter shall pay one-twelfth of his share of the
estimated DD-Common Expenses monthly in advance on the first day of
each month. In the event that the Trustees fail or neglect to promulgate
such budget, then the budget for the immediately preceding year shall be
deemed to be in effect until the Trustees promulgate a current budget. The
Trustees shall not be obligated to render monthly statements. In the event
that at any time and from time to time the Trustees shall determine during
any fiscal year that the assessment so made is less than the DD-Common
Expenses actually incurred, or to be incurred, including but not limited to
provisions for proper reserve funds, the Trustees shall make a
supplemental assessment or assessments and render statements therefor in
the manner aforesaid, and such statements shall be payable and take effect
as set forth in such statements. The Trustees may in their discretion
provide for payments of such supplemental assessment statements in
monthly or other installments. The Trustees shall have the authority and
the duty to levy and enforce the collection of general and special
assessments for DD-Common Expenses.
21
D. TH-Common Expenses
(i) The Trustees shall annually promulgate a budget (the "TH-Budget") which
shall consist of all items, if any, in the good faith judgment of the Trustees
properly attributable solely to the Townhouses (as defined in the Master
Deed) or which serve only the Townhouses. The Trustees shall assess,
against the Townhouses and the owners thereof, a charge, called the TH-
Common Expenses, which shall be assessed as set forth herein. The
judgment of the Trustees as to whether a particular item or amount is
properly allocated to the TH-Budget, the DD-Budget, or the F-Budget
shall be conclusive if made in good faith. Each Owner of a Townhouses
shall be liable for TH-Common Expenses and shall be entitled to common
profits of the Condominium attributable solely to the Townhouses ("TH-
Common Profits") in the same proportion as his beneficial interest in this
Trust bears to the aggregate beneficial interest of all other owners of
Townhouses as set forth in the Master•Deed. The Trustees may at any time
or times distribute TH-Common Profits among the Owners of
Townhouses in such proportions. The Trustees shall at all times establish
and maintain an adequate reserve fund for the periodic maintenance,
repairs and replacement of the Townhouse Limited Common Areas, and
such reserve fund shall be funded by regular monthly assessments from
t regular assessments for•TH-Common Expenses, and such fund shall not be
deemed to be TH-Common Profits available for distribution.
(ii) In addition to the foregoing, (and not in substitution thereof) to ensure that
this Trust will have the funds to meet unforeseen expenditures or to
purchase or lease any additional equipment or services, there shall be a
working capital fund (the "TH-Working Capital Fund") at least equal to
two (2) months' estimated TH-Common Expenses for each Townhouses.
Any amounts paid into the TH-Working Capital Fund shall not be
considered as advance payments of regular assessments. Each
Townhouse's share of the TH-Working Capital Fund shall be collected at
the time the sale of the Unit is closed or at the time control of this Trust is
transferred to the Trustees elected by Unit Owners other than the
Declarant, as set forth in Section 3 of this Trust, whichever.occurs earlier.
The Declarant may reimburse itself for these payments from the funds
collected at closing when the unsold Townhouses are sold. When control
of this Trust is transferred as set forth above, the TH-Working Capital
Fund shall be transferred to this Trust for deposit to a segregated fund.
During the term of the Initial Board (or while a majority of the Trustees
are the Declarant, or nominees or designees of the Declarant) the TH-
Working Capital Fund which is the subject of this Subsection shall not be
used to defray the expenses, reserve contributions, or construction costs
which are the responsibility of the Declarant in its role as developer of the
Condominium or to make up budget deficits.
22
I
(iii) In addition to the foregoing, (and not in substitution thercoo, the Trustees
may, to such extent as they deem advisable, set aside TH- common fiends
of the Condominium as additional reserves and may use the funds so set
aside for reduction of indebtedness or other lawful capital purposes, and,
subject to the provisions of Section 4 of these By-Laws, for repair,
rebuilding or restoration of the Townhouses Limited Common Areas of
the Condominium, or for improvements thereto, and for replacement of
the Townhouses Limited Common Areas, and other proper contingencies,
and the fiends so set aside shall not be deemed to be TH-Common Profits
available for distribution.
(iv) At least thirty (30) days prior to the commencement of each fiscal year of
this Trust, the Trustees shall estimate the TH-Common Expenses expected
to be incurred during such fiscal year, together with reasonable provision
for contingencies and reserves, and for the reserve funds mentioned above,
and after taking into account any undistributed TH-Common Profits from
prior years, shall determine the assessment for TH-Common Expenses to
be made for such fiscal year. The Trustees shall promptly furnish copies
of each budget on which such assessment is based to all Townhouses Unit
Owners, and, if requested, to their mortgagees. The Trustees shall
promptly render statements to the Townhouses Unit Owners for the
respective shares of such assessment, and each Townhouses Unit Owner
thereafter shall pay one-twelfth of his share of the estimated TH-Common
Expenses monthly in advance on the first day of each month. In the event
that the Trustees fail or neglect to promulgate such budget, then the budget
for the immediately preceding year shall be deemed to be in effect until
the Trustees promulgate a current budget. The Trustees shall not be
obligated to render monthly statements. In the event that at any time and
from time to time the Trustees shall determine during any fiscal year that
the assessment so made is less than the TH-Common Expenses actually
incurred, or to be incurred, including but not limited to provisions for
proper reserve funds, the Trustees shall snake a supplemental assessment
or assessments and render statements therefor in the manner aforesaid, and
such statements shall be payable and tape effect as set forth in such
statements. The Trustees may in their discretion provide for payments of
such supplemental assessment statements in monthly or other installments.
The Trustees shall have the authority and the duty to levy and enforce the
collection of general and special assessments for TH-Common Expenses.
E. F-Common Expenses
(i) The Trustees shall annually promulgate a budget(the "F-Budget") which
shall consist of all items, if any, in the good faith judgment of the Trustees
properly attributable solely to the Flats (as defined in the Master Deed) or
which serve only the Flats. The Trustees shall assess, against the Flats and
the owners thereof a charge, called the F-Common Expenses, which shall
be assessed as set forth herein. The judgment of the Trustees as to
23
whether a particular item or amount is properly allocated to the DD-
Budget or to the TH-Budget or to the Flat Budget shall be conclusive if
made in good faith. Each Owner of a Flat shall be liable for F-Common
Expenses and shall be entitled to common profits of the Condominium
attributable solely to the Flats ("F-Common Profits") in the same
proportion as his beneficial interest in this Trust bears to the aggregate
beneficial interest of all other owners of Flats as set forth in the Master
Deed. The Trustees may at any time or times distribute F-Common Profits
among the Owners of Flats in such proportions. The Trustees shall at all
times establish and maintain an adequate reserve fund for the periodic
maintenance, repairs and replacement of the Flats Limited Common
Areas, and such reserve fund shall be funded by regular monthly
assessments from regular assessments for F-Common Expenses, and such
fund shall not be deemed to be F-Common Profits available for
distribution.
In addition to the foregoing, (and not in substitution thereof) to ensure that
this Trust will have the funds to meet unforeseen expenditures or to
purchase or lease any additional equipment or services, there shall be a
working capital fund (the "F-Working Capital Fund") at least equal to two
(2)months' estimated F-Common Expenses for each Flats. Any amounts
paid into the F-Working Capital Fund shall not be considered as advance
payments of regular assessments. Each Flats's share of the F-Working
Capital Fund shall be collected at the time the sale of the Unit is closed or
at the time control of this Trust is transferred to the Trustees elected by
Unit Owners other than the Declarant, as set forth in Section 3 of this
Trust, whichever occurs earlier. The Declarant may reimburse itself for
these payments from the funds collected at closing when the unsold Flats
are sold, When control of this Trust is transferred as set forth above, the
F-Working Capital Fund shall be transferred to this Trust for deposit to a
segregated fund. During the term of the Initial Board (or while a majority
of the Trustees are the Declarant, or nominees or designees of the
Declarant) the F-Working Capital Fund which is the subject of this
Subsection shall not be used to defray the expenses, reserve contributions,
or construction costs which are the responsibility of the Declarant in its
role as developer of the Condominium or to make up budget deficits.
In addition to the foregoing, (and not in substitution thereof}, the Trustees
may, to such extent as they deem advisable, set aside F- common funds of
the Condominium as additional reserves and may use the funds so set
aside for reduction of indebtedness or other lawful capital purposes, and,
subject to the provisions of Section 4 of these By-Laws, for repair,
rebuilding or restoration of the Flats Limited Common Areas of the
Condominium, or for improvements thereto, and for replacement of the
Flats Limited Common Areas, and other proper contingencies, and the
funds so set aside shall not be deemed to be F-Common Profits available
for distribution.
24
(iv) At least thirty (30) days prior to the commencement of each fiscal year of
this Trust, the Trustees shall estimate the F-Common Expenses expected
to be incurred during such fiscal year, together with reasonable provision
for contingencies and reserves, and for the reserve funds mentioned above,
and after taking into account any undistributed F-Common Profits ftom
prior years, shall determine the assessment for F-Common Expenses to be
made for such fiscal year. The Trustees shall promptly furnish copies of
each budget on which such assessment is based to all Flats Unit Owners,
and, if requested, to their mortgagees. The Trustees shall promptly render
statements to the Flats Unit Owners for the respective shares of such
assessment, and each Flats Unit Owner thereafter shall pay one-twelfth of
his share of the estimated F-Common Expenses monthly in advance on the
first day of each month. In the event that the Trustees fail or neglect to
promulgate such budget, then the budget for the immediately preceding
year shall be deemed to be in effect until the Trustees promulgate a current
budget, The Trustees shall not be obligated to render monthly statements.
In the event that at any time and from time to time the Trustees shall
determine during any fiscal year that the assessment so made is less than
the F-Common Expenses actually incurred, or to be incurred, including
but not limited to provisions for proper reserve funds, the Trustees shall
make a supplemental assessment or assessments and render statements
therefor in the manner aforesaid, and such statements shall be payable and
take effect as set forth in such statements. The Trustees may in their
discretion provide for payments of such supplemental assessment
statements in monthly or other installments, The Trustees shall have the
authority and the duty to levy and enforce the collection of general and
special assessments for F-Common Expenses.
F. Delinquet Charges
(i) The amount of each statement, for General Common Expenses, DD-
Common Expenses, TH-Common Expenses , and F-Common Expenses,
and all supplementary assessments, if not paid when due shall be deemed
Delinquent Charges. To the extent permitted by law, the liability for
Delinquent Charges, plus late fees as set forth hereinbelow, together with
all expenses, including but not limited to reasonable attorneys' fees,
incurred by the Trustees in connection with the collection of Delinquent
Charges, shall constitute a lien on the Unit of the person who owes the
Delinquent Charges (the "Delinquent Unit Owner") pursuant to the
provisions of Section b of the Act, and may be collected by the Trustees
pursuant to said statute. Each Unit Owner, , by acceptance of a deed for
such Unit (whether or not it is expressed in such deed) shall be deemed to
covenant and agree with the Trustees, and all of the other owners of Units,
as a personal obligation, to pay all Delinquent Charges together with late
fees and attorneys` fees as aforesaid and all costs of collection, suit and
foreclosure, and all such charges and assessments shall be the personal
liability of such owners and shall be a charge and a continuing lien on the
25
Unit owned by the Delinquent Unit Owner in question, in favor of the
owners of other Units, enforceable by the Trust on behalf of said other
Unit Owners in the manner provided by Section 6 of the Act and in any
other lawful manner. The Trustees shall have the right and obligation to
bring an action at law against the Unit Owner personally obligated to pay
a Delinquent Charge and to foreclose the lien against the Unit of the
Delinquent Unit Owner under the provisions of Section 6 of the Act, or
under the provisions hereof, or both remedies, and there shall be added to
the amount of such assessment the cost of preparing and filing the
complaint in such action, conducting litigation in connection therewith,
including but not limited to appeals, together with costs, disbursements
and legal fees. The lien of the assessments provided for in this Section 2
shall have the same priority as set forth in Section 6 of the Act. No sale or
transfer of a Unit shall relieve the owner thereof from liability for any
assessments nor from the lien of any such assessments, nor shall a sale or
transfer relieve the owner from personal liability for payment of any
assessments which became due or payable while such owner owned such
Unit. The Trustees shall take prompt action to collect any Delinquent
Charges which remain unpaid for more than thirty (30) days from the due
date thereof including but not limited to action under the provisions of the
Act as the same may be amended. In the event that the Trustees bring an
action to foreclose a lien on any Unit or Parking Easement pursuant to the
Act, the Unit Owner shall pay a reasonable sum for use and occupancy of
his Unit or Parking Easement, as the case may be, from the date of
foreclosure until the Unit Owner vacates the Unit or Parking Easement, as
the case may be, (the plaintiff in such foreclosure action shall be entitled
to the appointment of a receiver to collect the same) but nothing in this
sentence shall be deemed to grant any Unit Owner the right to remain in
possession of his Unit or parking Easement, as the case may be, after such
foreclosure. The Trustees, acting on behalf of all Unit Owners, shall have
power to purchase such Unit or Parking Easement, as the case may be, at
the foreclosure sale and to acquire, hold, mortgage (but not vote the vote
appurtenant to), convey or otherwise deal with the same. A suit to recover
a money judgment for unpaid Delinquent Charges shall be maintainable
without foreclosing or waiving the lien securing the same. In the event of
any suit or foreclosure by the Trustees, the Trustees shall be entitled to late
charges as set forth hereinbelow, and all costs of collection, suit and
foreclosure, including attorney's fees whether or not a suit or foreclosure
was commenced. In addition to the lien in favor of the Trustees for
assessments for Delinquent Charges, such assessments shall also be the
personal obligation of the owner of the Unit at the time the assessment fell
due. General Common Expenses and special assessments, DD-Common
Expenses and special assessments, TH-Common Expenses and special
assessments, and F-Common Expenses and special assessments not
actually received by the Trustees within fifteen (15) days next after the
26
due date thereof shall be subject to a late charge of twenty-five ($25.00)
dollars for each month or portion thereof the same remains unpaid.
The Trustees shall promptly provide any Unit Owner, or any Unit buyer
who has a duly executed purchase and sale agreement for the acquisition
of a Unit, or any mortgagee, or the attorney of any such party, with a
written statement of all unpaid General Common Expenses, DD-Common
Expenses, TH-Common Expenses, F-Common Expenses due with respect
to such Unit, signed and acknowledged in proper form for recording, upon
the written request of such Unit Owner or buyer, mortgagees or attorneys.
Notwithstanding anything to the contrary in the Declaration of Trust, or
these By-Laws, such statements may be executed by one (1) Trustee
during the term of the Initial Board, and thereafter by any two (2)
Trustees. Recording of such statement in the Essex North District
Registry of Deeds shall operate to discharge the Unit or Parking Easement
from any lien for any other sums then unpaid not enumerated as of the
date of such statement to the extent provided by the Act.
The Trustees shall expend funds derived from Common Expenses, DD-
Common Expenses, TH-Common Expenses, and F-Common Expenses,
and special assessments only for lawful purposes permitted hereby and by
the provisions of the Master Deed, and by the provisions of the Act.
(iv) Notwithstanding anything to the contrary herein, any first mortgagee who
obtains title to a Condominium Unit,pursuant to the remedies provided in
its mortgage, or foreclosure of its mortgage, will not be liable for such
Unit's unpaid General Common Expenses, DD-Common Expenses, TH-
Common Expenses, F-Common Expenses, or assessments, (including
interest and costs of collection and legal fees relating to the collection
thereof) which accrue prior to the acquisition of title to such Unit by the
mortgagee except as otherwise set forth in Section 6 of the Act. The lien
for General Common Expenses, DD-Common Expenses, TH-Common
Expenses, F-Common Expenses, and assessments, shall not be affected by
any sale or transfer of a Unit, except that a sale or transfer pursuant to a
foreclosure of a first mortgagee shall extinguish a subordinate lien for
assessments which became payable prior to such sale or transfer, except as
otherwise set forth in Section 6 of the Act.
(v) All owners of Condominium Units, Le, the owners of Detached Dwellings,
Townhouses and Flats, shall be obligated to pay General Common
Expenses as set forth in Subsection A hereof. In addition to General
Common Expenses, and not in substitution therefor, all owners of
Detached Dwellings shall be obligated to pay DD-Common Expenses as
set forth in Subsection B hereof, and all owners of Townhouses shall be,
obligated to pay TH-Common Expenses as set forth in Subsection C
hereof, and all owners of Flats shall be obligated to pay F-Common
Expenses as set forth in Subsection D hereof. Therefore, each owner of
27
I
Condominium Unit, whether a Detached Dwelling, Townhouse or Flat,
shall be obligated to pay General Common Expenses, and either DD-
Common Expenses or TH-Common Expenses or F-Common Expenses
depending upon whether his Condominium Unit is a Detached Dwelling,
Townhouse or Flat. The Trustees shall have all of the rights and remedies
(specifically including but not limited to the so-called "superlien") to
collect General Common Expenses, DD-Common Expenses, TH-Common
Expenses and F-Common Expenses, as set forth in Section 6 of the Act, to
the same extent and with the same remedies set forth in Section 6 of the
Act as if General Common Expenses, DD-Common Expenses, TH-
Common Expenses, and F-Common Expenses were denominated merely
as Common Expenses. To the extent necessary for the collection thereof
under the provisions of the Section 6 of the Act, the Trustees shall have
the right to treat General Common Expenses, DD-Common Expenses,
TH-Common Expenses and F-Common Expenses in the same manner as
Common Expenses as set forth in said Section 6 of the Act.
3. Insurance.
A. The Trustees shall be required to obtain and maintain, to the extent obtainable, the
following insurance:
(i) fire with extended coverage covering other perils normally covered by the
"special cause of loss form" on an "all-in" basis (the "Property
Insurance"). The Property Insurance shall cover(i) the Building and all
other insurable improvements forming part of the common areas and
facilities, and including the heating equipment and other service
machinery, apparatus, equipment and installations, and (ii) including all
such portions and elements of the Units, but not including, with respect to
Units (x) any carpeting, wall covering other than paint, drapes and other
window treatments, furniture, furnishings, or other personal property (not
constituting fixtures) owned by Unit Owners, or (y) improvements within
a Unit made subsequent to the date of recording of the Master Deed. The
Property Insurance shall cover the interest of the Condominium, the
Trustees and all Unit Owners and their mortgagees, as their interests may
appear, in an amount equal to one hundred (100%) percent of current
replacement cost of the Building, common areas and facilities, and Units,
without deduction for depreciation, with loss payable to the Trustees, as
Insurance Trustees for each Unit Owner and the holder of each Unit's
mortgage. The named insured shall be "the Trustees of The Meetinghouse
Commons Condominium Trust, for the use and benefit of the individual
Unit Owners and Unit mortgagees". The Property Insurance shall also
cover all other perils which are customarily covered with respect to
projects similar in construction, location and use, including all perils
normally covered by the standard "special cause of loss form"
endorsement. The Trustees shall periodically obtain an independent
appraisal of the full replacement value of all portions of the Building,
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including all of the Units (but not including the items referred to in clauses
(x) and (y) of this paragraph), and all of the common areas and facilities,
without deduction for depreciation, for the purposes of determining the
amount of fire and extended coverage insurance to be effected pursuant to
this Section, and the amount of such insurance shall in no event be less
than the full replacement value so as determined. The Property Insurance
shall provide that adjustment of loss shall be made by the Trustees and
that the net proceeds thereof shall be payable to the Trustees as Trustees
for each Unit Owner and the holder of each Unit's mortgage. Each Unit
Owner, by accepting delivery of his Unit deed, appoints the Trustees as
Insurance Trustees (or any Insurance Trustees or Substitute Insurance
Trustees designated by the Trustees) as attorney-in-fact for the purpose of
purchasing and maintaining such insurance, including: the collection and
appropriate disposition of the proceeds thereof; the negotiation of losses
and execution of releases of liability; the execution of-all documents; and
the performance of all other acts necessary to accomplish such purpose.
The Property Insurance shall, insofar as practicable, contain waivers of
subrogation as to any claim against the Trustees, their agents and
employees, Unit Owners, their respective employees, agents and guests,
and of any defense based on invalidity arising from the acts of the insured
and shall provide that the insurance will not be prejudiced by any acts or
omissions of individual Unit Owners that are not under the control of the
owner's association, and shall provide that such policies may not be
canceled or substantially modified without at least ten (10) days' prior
written notice to all of the insureds, including all Unit Owners and
mortgagees of Units, and recovery thereunder shall not be affected on
account of the availability of proceeds under any policies obtained by
individual Unit Owners covering their own Units and shall include a
Special Condominium Endorsement (so called) or its equivalent. Agreed
Amount, Inflation Guard and Construction Code endorsements shall be
required to the extent available. A steam boiler and machinery coverage
endorsement shall also be required, which provides that the insurers
minimum liability per accident at least equals the lesser of two million
($2,000,000.00) dollars or the insurance value of the Building housing the
boiler or machinery. A certificate of insurance, showing the amount of
insurance, shall be issued to the owners of each Unit and the original or a
certificate thereof shall, upon request, be delivered to the mortgagee of
each Unit. Any such insurance obtained and maintained by the Trustees
pursuant to the provisions of this Section may have a deductible amount to
be determined from time to time by the Trustees, (but in no event shall
such deductible amount be greater than the lesser of ten thousand
($10,000.00) dollars or one (1 %) percent of the policy face amount), who
shall simultaneously specify, in writing with notice to all Unit Owners,
how and by whom the amount of the deductible shall be paid in the event
of a loss.
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(ii) worker's compensation insurance if the Trustees shall have an employee or
employees.
(iii) comprehensive general liability insurance covering all common areas and
facilities, and any other areas under the supervision of the Trustees in such
amounts and with such coverage as the Trustees shall from time to time
determine, with an each occurrence limit of not less than one million
($1,000,000.00) dollars and a general aggregate limit of not less than two
million ($2,000,000.00) dollars, but at least covering each member of the
Trustees, the managing agent or the manager, if any, and each Unit Owner
and with cross liability endorsement to cover liabilities of the
Condominium to a Unit Owner, and a severability of interest provision
precluding the insurer's denial of a Unit Owner's claim because of
negligent acts by this Trust or other Unit Owners. The Trustees shall
periodically reevaluate the amount of public liability insurance to be
carried by them as set forth in this paragraph to the end that the limits of
such insurance shall be the greater of(x) the amounts specified in this
paragraph or (y) the limits of such liability insurance as are carried by
other condominium unit owners' associations in comparable
condominiums in Eastern Massachusetts.
(iv) Fidelity bonds (the "Fidelity Bonds") in blanket form for all officers,
directors, Trustees and employees of the Trust and all other persons
handling or responsible for funds administered by the Trust whether or not
they receive compensation for their services. The total amount of fidelity
bond coverage shall not be less than the estimated maximum funds,
including reserve funds, in the custody of the Trust or the management
agent, as the case may be, at any given time during the term of such bond,
and, in any event,the aggregate amount shall not be less than a sum equal
to three(3) months' aggregate assessments on all Units plus reserve funds,
or one and one-half times the insured's estimated annual operating
expenses and reserves, whichever is greater. The Fidelity Bonds shall
name the Trust as an obligee and shall contain waivers by the issuers of
the bonds of all defenses based upon the exclusion of persons serving
without compensation from the definition of"employees" or similar terms
or expression. The Fidelity Bonds shall provide that they may not be
canceled or substantially modified (including cancellation for nonpayment
of premium) without at least ten(10) days'prior written notice to the Trust
and to the mortgagees which are listed as scheduled holders of first
mortgages in the insurance policy.
(v) such other insurance as the Trustees may determine.
B. Subject to the provisions of Section 4 of these By-Laws, insurance proceeds
received by the Trustees shall be held in trust in an identified and segregated fund
for the benefit of the Unit Owners and all mortgagees of all Units. If the cost of
restoring the common areas and facilities, or any Unit, is estimated by the
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Trustees to exceed the sum of Ten Thousand ($10,000.00) Dollars, then the
Trustees shall give written notice of such loss to all Eligible Mortgage Holders
and all Eligible Insurers and Guarantors, as defined in Section 32.
C. The cost of all such insurance obtained and maintained by the Trustees pursuant
to the provisions of this Section 3 shall be a General Common Expense of the
Condominium,
D. All insurance obtained and maintained by the Trustees shall conform to applicable
requirements of the Federal Home Loan Mortgage Corporation ("FHLMC") and
the Federal National Mortgage Association ("FNMA") so long as FHLMC or
FNMA hold one or more mortgages on Units in the Condominium or any interest
therein.
E. Each Unit Owner shall carry insurance at his own expense for his own benefit
insuring, inter alia, his carpeting, wall coverings other than paint, drapes and other
window treatments, furniture, furnishings and other personal property owned by
the Unit Owner, and personal liability, and loss assessment coverage,provided
that all such policies shall contain waivers of subrogation, and further provided,
that the liability of the carriers issuing insurance obtained by the Trustees shall
not be affected or diminished by reason of any such additional insurance carried
by a Unit Owner.
F. Nothing shall be done or kept in any Unit or in the common areas and facilities
which will increase the rate of insurance on the Building or the contents thereof
without the prior written consent of the Trustees. If the Trustees grant such
consent, they may condition such consent upon the agreement of the Unit Owner
responsible for such increase to pay the amount of such increase.
4. Rebuildina and Restoration.
A. In the event of damage to or destruction of the common areas and facilities as a
result of fire or other casualty(unless Subsection F of this Section is applicable),
or, in the event of damage to or destruction of any Unit as a result of fire or other
casualty, whether or not the common areas and facilities have been damaged or
destroyed (unless Subsection F of this Section is applicable), the Trustees shall
promptly adjust the loss, arrange for the prompt repair or restoration of the same,
and disburse the proceeds of all insurance policies in payment of all costs and
expenses actually incurred in connection with such repair or restoration in
appropriate progress payments and with appropriate retainage. All insurance
proceeds paid to the Trustees as insurance trustees, on account of any casualty
shall be dedicated first to the repair or restoration of the loss, and any application
of said proceeds by the Trustees on account thereof shall be prior to the
application of such proceeds for any other purposes.
B. In the event the insurance proceeds are not sufficient to cover the cost of repairs
to the common areas and facilities and the Units, the proceeds will be first
31
allocated to the cost of repairs to the common areas and facilities and the balance,
' if any, to the cost of repairs to the Units in proportion to the cost of all repairs to
the respective Units as determined by the insurer or by independent appraisal. To
the extent the proceeds allocated as aforesaid are insufficient to cover the cost of
repairs to the common areas and facilities, the balance of the cost of such repairs
will be assessed against all Unit Owners as a Common Expense. To the extent the
proceeds allocated as aforesaid are insufficient to cover the cost of repairs to the
Units, the balance of the cost of such repairs to each Unit will be assessed against
all Unit Owners as a Common Expense.
C. Whenever the estimated cost of repair or restoration exceeds, as to any one
casualty or occurrence, on the basis of an independent appraisal, the sum of
twenty-five thousand ($25,000.00) dollars, then the Trustees shall retain a
registered architect or registered engineer,who shall not be directly or indirectly a
Unit Owner or an employee or agent of any Unit Owner, or a Trustees or an
employee or agent of any of the Trustees, or the manager, if any, or any employee
or agent of such manager, to supervise the work of repair or restoration and no
sums shall be paid by the Trustees on account of such repair or restoration except
upon certification to them by such architect or engineer that the work for which
payment is being made has been completed in a good and workmanlike manner in
accordance with approved plans and specifications and that the estimated total
cost of completion of said repair or restoration, less amounts theretofore
advanced, does not exceed the un-disbursed proceeds of insurance as augmented
by funds obtained by any assessment or assessments levied or chargeable to the
Unit Owners as a Common Expense.
D. The Trustees may perform emergency work essential to the preservation and
safety of the Condominium, including all parts of the Building and the common
areas and facilities and the Units, or the safety of persons, or required to avoid the
suspension of any essential service to the Condominium, including all parts of the
Building and the common areas and facilities and the Units, without having first
engaged an architect or engineer, adjusted the loss or obtained proceeds of
insurance,
E. Subject always to the prior rights of the Unit Mortgagees, if there shall have been
a repair or restoration pursuant to the foregoing and the amount of insurance
proceeds shall have exceeded the cost of such repair or restoration, then the
excess of such insurance proceeds, if any, shall be added to the Condominium's
reserve fund, or, at the option of the Trustees, divided among all the Unit Owners
in proportion to their respective interests in the common areas and facilities,
F. Notwithstanding the foregoing, if, as a result of fire or other casualty, the loss
exceeds ten (10%) percent of the value of the Condominium, including all parts of
the Building and the common areas and facilities and the Units prior to the
casualty, and: (a) if seventy-five (75%)percent of the Unit Owners do not agree
within one hundred twenty (120) days after the date of the casualty to proceed
with repair or restoration, the Condominium, including all Units, shall be subject
32
to partition at the suit of any Unit Owner. Such suit shall be subject to dismissal
at any time prior to entry of an order to sell if an appropriate agreement to rebuild
is filed. Subject always to the prior rights of the Unit Mortgagees,the net
proceeds of the partition sale together with any common funds shall be divided in
proportion to the Unit Owners' respective undivided ownership in the common
areas and facilities. Upon such sale, the Condominium shall be deemed removed
from the provisions of the Act; (b) if seventy-five (75%) percent of the Unit-
Owners agree to proceed with the necessary repair or restoration, the cost of the
rebuilding of the Condominium, in excess of any available common funds
including the proceeds of any insurance, shall be a common expense, provided,
however, that if such excess cost exceeds ten (10%)percent of the value of the
Condominium including all parts of the Building and the common areas and
facilities and the Units, prior•to the casualty, any Unit Owner who did not so
agree may apply to the Superior Court of Essex County on such notice to the
Trustees and Unit Owners as the Court shall direct, for an order directing the
purchase of his Unit by the Trustees at the fair market value thereof as approved
by the Court. The cost of any such purchase shall be a Common Expense.
5. Condemnation.
If more than ten (10%) percent in value of the Condominium is taken under the power of
eminent domain, then the taking shall be treated as a casualty loss and the provisions of
Section 4 of these By-Laws and the provisions of Section 17 of the Act shall apply.
Where one or more Units have been substantially altered or rendered uninhabitable as a
result of a partial taking, and the Unit Owners vote to restore and continue the
Condominium pursuant to Section 17 of the Act, the Trustees shall have the authority to
acquire the remaining portions of such Units for such price as the Trustees shall
determine, provided that any Unit Owners of such remaining portion who does not agree
with such determination may apply to the Superior Court of Essex County on such notice
to the Trustees and the other Unit Owners as the Court shall direct, for an order directing
the purchase of such remaining portion at the fair market value thereof as approved by
the Court. Where as a result of a partial taking any Unit is decreased in size or where the
number of Units is decreased by a partial taking, then the Trustees may make such
provision for realignment of the percentage interest in the common areas and facilities as
shall be just and equitable.
In the event of a total or partial taking under the powers of eminent domain, the Unit
Owners shall be represented by the Trustees in any related proceedings, negotiations,
settlements or agreements, and each Unit Owner shall be deemed to have appointed the
Trustees as attorney-in-fact for such purpose. In the event of a partial taking, the award
shall be allocated to the respective Unit Owners according to their undivided interest in
the common areas and facilities, except as to such portion or portions of the award which
are attributable to direct or consequential damages suffered by particular Units as
determined by the Court, which shall be payable to the Owners of such Units or their
mortgagees, as their interests may appear. Subject always to the prior rights of the Unit
Mortgagees, in the case of a total taking of all Units and the common areas and facilities,
the entire award shall be payable to the Trustees to be distributed to the Unit Owners and
33
their mortgagees in accordance with their respective percentage interests in the common
r areas and facilities,
6. Improvements.
A. If fifty (50%) percent or more but less than seventy-five (75%) percent of the Unit
Owners agree to make an improvement to the common areas and facilities, the
cost of such improvement shall be borne solely by the Owners so agreeing.
B. Seventy-five (75%) percent or more of the Unit Owners may agree to make an
improvement to the common areas and facilities and assess the cost thereof to all
Unit Owners as a Common Expense, but if such improvement shall cost in excess
of ten (10%) percent of the then value of the Condominium, including the
Building and the common areas and facilities and the Units, any Unit Owner not
so agreeing;may apply to the Superior Court of Essex County on such notice to
the Trustees and Unit Owners as the Court shall direct, for an order directing the
purchase of his Unit by the Trustees at fair market value thereof as approved by
the Court. The cost of any such purchase shall be a Common Expense.
7. Rules and Regulations.
A. The Trustees have adopted the initial Rules and Regulations set forth on Exhibit B
which is annexed hereto and is hereby incorporated herein by this reference and
made a part hereof, governing the details of the operation and use of the common
areas and facilities, and containing such restrictions on, and requirements
respecting the use and maintenance of, the common areas and facilities as are
consistent with the provisions of the Master Deed, and designed to prevent
unreasonable interference with the use by the Unit Owners of the common areas
and facilities,
B. The Trustees shall administer such Rules and Regulations.
C. The Trustees may at any time and from time to time, amend, rescind and waive,
any or all of such Rules and Regulations.
D. The Trustees may at any time and from time to time, adopt other Rules and
Regulations governing the details of the operation and use of the common areas
and facilities, and containing such restrictions on, and requirements respecting the
use and maintenance of, the common areas and facilities as are consistent with the
provisions of the Master Deed, and designed to prevent unreasonable interference
with the use by the Unit Owners of the common areas and facilities.
E. Notwithstanding the foregoing provisions of this Section 7:
(i) The Trustees shall furnish copies of any new rule or regulation, or
amendment of any existing rule or regulation, to the Unit Owners prior to
the time when such new rule or regulation, or amendment, as the case may
be, shall become effective; and
34
1
i
Q
(ii) The Unit Owners, by majority vote, may, at any time and from time to
time, rescind, amend or waive any rule or regulation promulgated by the
Trustees (including but not limited to the initial Rules and Regulations
referred to hereinabove); and
(iii) Any waiver, recision, amendment, adoption or enforcement of a rule or
regulation whether by the Trustees or the Unit Owners, as hereinbefore set
forth, shall be uniformly binding upon all Unit Owners; provided that
(iv) No rule or regulation shall unreasonably derogate from the rights of the
owners of Units entitled to use Exclusive Use Areas or Exclusive
Appurtenances with respect to any proposed rule or regulation dealing
with Exclusive Use Areas or Exclusive appurtenances; and further
provided that
(v) The provisions of Section(o) of the Master Deed and of the
Comprehensive Permit shall have precedence over the provisions of this
Section 7.
The term "common areas and facilities" shall include the Exclusive Use Areas or
Exclusive Appurtenance but no rule or regulation shall prevent any Unit Owner who
owns an easement for an Exclusive Use Area or Exclusive Appurtenance from using the
same in accordance with, and subject to, applicable provisions of the Master Deed of the
Condominium and of the Declaration of Trust of the Trust.
S. Meetings.
The Trustees shall meet annually on the date of the annual meeting of the Unit Owners.
Other meetings may be called by any Trustees, and in such other manner as the Trustees
may establish, provided, however, that written notice of each meeting shall be given at
least five (5) days before such meeting to each member of the Board of Trustees, A
majority of the Trustees shall constitute a quorum at all meetings. All meetings shall be
conducted in accordance with such rules as the Trustees may adopt,
There shall be an annual meeting of the Unit Owners on the first Wednesday in
December in each year at 5:00 P.M. on the Condominium premises or at such other
reasonable place and time (not more than twenty-one (21) days before or after said date)
as may be designated by the Trustees by written notice given to the Unit Owners at least
fourteen (14) days prior to the date so designated. Special meetings of the Unit Owners
may be called by them upon the written request of any Unit Owner. Written notice of
any such meeting designating the place, day and hour thereof shall be given by the
Trustees to the Unit Owners at least fourteen (14) days prior to the date so designated. At
the annual meeting of the Unit Owners, the Trustees shall submit reports of the
management and finances of the Condominium, Whenever at any meeting the Trustees
propose to submit to the Unit Owners any matter with respect to which approval of or
action by the Unit Owners is necessary or appropriate, the notice of such meeting shall
35
state and reasonably specify such matter. A quorum of Unit Owners shall consist of a
majority in interest of Unit Owners,
Any Trustee or Unit Owner may, at any time, waive notice of any meeting in writing and
such waiver shall be deemed equivalent to the giving of such notice. Attendance by a
Trustee or Unit Owner without objection to lack of notice at any meeting shall constitute
a waiver of notice by such Trustees or Unit Owner of notice of such meeting. If all of the
Trustees are present at any meeting of the Trustees, or if all of the Unit Owners are
present at any meeting of the Unit Owners, respectively, no notice shall be required and
any business may be transacted at such meeting of the Trustees, or Unit Owners,
respectively.
Any action taken by unanimous written consent of all of the Trustees then in office shall
be fully valid as though taken at a meeting. Such writing shall be filed with the records
of the Trustees.
Any action taken by unanimous written consent of all of the Unit Owners shall be fully
valid as though taken at a meeting. Such writing shall be filed with the records of the
Unit Owners.
Unit Owners may vote by proxy at any annual or special meeting of the Unit Owners,
9. Notices to Unit Owners.
Every notice to any Unit Owner required under the provisions hereof, or which may be
deemed by the Trustees necessary or desirable or which may be ordered in any judicial
proceeding, shall be deemed sufficient and binding if a written or printed copy of such
notice shall be given by one or more of the Trustees to such Unit Owner by leaving such
notice at his residence in the Condominium or by mailing it,postage prepaid, addressed
to such Unit Owner at his address as it appears upon the records of the Trustees, at least
five (5) days prior to the date fixed for the Happening of the matter, thing or event of
which such notice is given, unless a different period for the giving of such notice is
specified in these By-Laws.
10, Inspection of Books; Reports to Unit Owners.
The Trustees shall keep detailed records of the actions of the Trustees, minutes of the
meetings of the Trustees, 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 Expenses against such
Unit, the date when due, the amounts paid thereon, and the balance remaining unpaid.
Copies of the Master Deed, this Trust and these By-Laws, Rules and Regulations, and
floor plans of the Building, as the same may be amended from time to time, shall be
maintained at the office of the Trustees. All of the foregoing records, accounts and
documents shall be available for inspection by Unit Owners, their authorized agents, and
lenders, mortgagees, holders, insurers and guarantors of any mortgage on any Unit at all
reasonable times. "Available" shall mean available for inspection, upon request, during
36
normal business hours or under other reasonable circumstances. The Trustees shall, as
soon as reasonably possible, after the close of each fiscal year, or more often if
convenient to them, submit to the Unit Owners a report of the operation of the Trust for
such year, which shall include financial statements in such summary form and in such
detail as the Trustees shall deem proper. Except in the case of fraud committed by any
Trustees, any person (other than a mortgagee or mortgage insurer or guarantor)who has
been furnished with such report and shall have failed to object thereto by notice in
writing to the Trustees, given by registered or certified mail within a period of sixty(60)
days of the date of receipt by him, shall be deemed to have assented thereto. The holder,
insurer or guarantor of any first mortgage shall be entitled, upon written notice to the
Trustees prior to the end of any fiscal year, to have an audited statement prepared within
one hundred twenty (120) days of the end of the Trust's fiscal year.
11. Checks and Notes.
Prior to the expiration of the term of the Initial Board, checks, drafts and other
instruments for the payment of money drawn or endorsed in the name of the Trustees or
of the Trust may be signed by the sole member of the Initial Board. Prior to the
expiration of the term of the Initial Board, all vouchers for the payment of any Common
Expense shall be approved by the sole member of the Initial Board.
Subsequent to the expiration of the term of the Initial Board, checks, drafts and other
instruments for the payment of money drawn or endorsed in the names of the Trustees or
of the Trust may be signed by any two (2) Trustees, or by any person or persons (who
may be one of the Trustees)to whom such power may at any time or from time to time be
designated by not less than a majority of the Trustees. Subsequent to the expiration of
the term of the Initial Board, all vouchers, if any, for the payment of any Common
Expense shall be approved by not less than two (2) Trustees in each instance.
12. Seal.
The Trustees may, at any time or from time to time, at their discretion, adopt a seal
circular in form bearing the name of this Trust and the year in which this instrument was
recorded in the registry of deeds, or a common or wafer seal, which shall be valid for all
purposes.
13. Fiscal Year.
The fiscal year of the Trust shall be the calendar year, or such other date as may from
time to time be determined by the Trustees.
14. Management; Employees.
The Trustees, at their discretion, may, but need not, appoint a real estate management
firm, or manager, to manage the Condominium, at such compensation, and upon such
terms and conditions as the Trustees see fit. If such management firm, or manger, is so
appointed, the Trustees may delegate to such firm or manager such duties as are
customarily and usually performed by condominium property managers in the Greater
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Boston and North Andover area, or such duties as the Trustees may at any time and from
time to time, expressly delegate, provided, however, that the duties and powers, and
responsibilities of the Trustees under Sections 1.13; LD; LE; I.F; I.G; 1.H; LK; LL;
I.M; I.N; 1.0; I.P; 2; 4; 5; 6; 7; 8; 12, 15, 23, 293, 30 and 34 of these By-Laws shall not
be so delegated to anyone whomsoever except the Trustees themselves, or to such of the
Trustees as the Trustees shall designate.
Notwithstanding anything to the contrary herein, any agreement for professional
management of the Condominium shall provide that the management contract may be
terminated for cause and without payment of a termination fee or penalty on ten (10) days
written notice, and without cause and without payment of a termination fee or penalty on
ninety (90) days' written notice, or less, and the term of any such contract shall not
exceed three (3) years; except that the term of any such management contract entered into
when the Declarant controls the Board of Trustees shall be cancelable by the Trust with
or without cause and without penalty or termination fee at any time after control of the
Board of Trustees is transferred to the Unit Owners.
During the term of the Initial Board, the Initial Board may hire and dismiss any
employees of the Condominium. Subsequent to the expiration of the term of the Initial
Board, the consent of not less than two (2) Trustees shall be necessary for the hiring and
dismissal of any employees of the Condominium.
15. Use of Units.
(i) Use of Units shall be as set forth in Section (g) of the Master Deed.
(ii) All rentals, leases, or licenses of Units shall be subject to the provisions of
the Master Deed and of this Declaration of Trust of the Condominium
Trust and the By-Laws and Rules and Regulations thereto and of the
Comprehensive Permit and all tenants, occupants and licensees of Units
shall be obligated to observe all of the provisions of this Master Deed, the
Declaration of Trust of the Condominium Trust and the By-Laws and
Rules and Regulations thereto and of the Comprehensive Permit.
(iii) No Unit shall be used or maintained in a manner inconsistent with the By-
Laws of the Condominium Trust and the Rules and Regulations from time
to time adopted pursuant thereto; and
(iv) Notwithstanding the foregoing, until the Declarant or its successors-in-title
or their nominees, have sold and conveyed all of the Units and Parking
Easements, the Declarant or its successors-in-title or their nominees, may
use one or more unsold Units for sales offices, models, and other
purposes, and may rent, lease or license Units and Parking Spaces.
16. Use of Common Areas and Facilities.
A Unit Owner shall not place or cause to be placed on the common areas and facilities
any furniture,packages or objects of any kind. The stairways and elevators shall be used
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for no purpose other than for normal transit through them, No access to any portion of a
' roof shall be permitted except with the prior permission of the Trustees.
17. Attorneys,Accountants, Appraisers.
The Trustees may, but need not, engage the services of attorneys, accountants, appraisers,
architects, engineers, and other professionals in connection with their duties as such
Trustees, upon the payment of such fees and upon such other terms and conditions as the
Trustees shall decide, and such fees and other expenses in connection with such
employment shall be Common Expenses of the Condominium. The Trustees, in the
absence of fraud, shall be protected in reasonably relying upon the opinion of such
attorneys, accountants, appraisers, architects, engineers, or other professionals engaged
by the Trustees pursuant to their duties as such Trustees.
18. Heat Cooling,Electrici Other Utilities.
Heat, cooling, and electricity shall be supplied by the public utilities or other entities
servicing the area in which the Condominium is located, directly to each Unit through
separate meters (except that the plats shall be served by a common heating, ventilating
and air-conditioning system). Each Unit Owner shall be required to pay all bills and
assessments for heat, cooling, electricity, and other utilities (if any), consumed or used in
his Unit or used by the heating, ventilating and air conditioning system and hot water
heater serving his Unit.
19. Conduct; Violations by Unit Owners,
A. The violation of any rule or regulation adopted by the Trustees, or the breach of
any of these By-Laws, or the breach of any provisions of the Master Deed or of
this Trust or for the offending Unit Owner's Unit deed, shall give the Trustees the
right, in addition to any other rights set forth in these By-Laws, to enjoin, abate or
remedy by appropriate legal proceedings, either at law or in equity (or both) the
continuance of any such breach. In addition to the foregoing, and not in
substitution therefor, the Trustees shall have the power to levy fines against Unit
Owners for such violations. No fine may be levied for more than twenty-five
($25.00) dollars for any one violation but for each day a violation continues after
notice it shall be considered a separate violation. Collection of fines may be
enforced against the Unit Owner or Unit Owners involved as if the fines were
Common Expenses owed by the particular Unit Owner or Unit Owners. In the
case of persistent violations by a Unit Owner, the Trustees shall have the power,
after notice and a hearing pursuant to Section 33 hereof, to require such Unit
Owners to post a bond to secure adherence to the Rules and Regulations, By-
Laws, Master Deed, the Declaration of Trust, or the Unit deed,
B. No Unit Owner shall make, permit or suffer any unreasonably disturbing noises or
vibrations by means of a radio, phonograph, stereo, television, piano or other
musical instrument or other device or form of technology of any description, or by
means of any activity of any description taking place in the Unit, or in any other
39
manner; by himself, his family, guests, agents, servants, or employees, nor do,
} permit or suffer anything by such persons that will unreasonably interfere with the
rights, comforts or conveniences of other Unit Owners or occupants. No radio,
phonograph, stereo,television or other device shall incorporate outside deck or
balcony speakers. No Unit Owner by himself, his family, guests, agents, servants,
or employees, shall make, permit or suffer any smoke, whether from a cigarette,
pipe, cigar, or other source, to be transmitted from his Unit to the common areas
and facilities or to another Unit.
C. No part of the Condominium shall be used for any purposes except as permitted in
accordance with the Master Deed. None of the Units shall be used for any so-
called time-sharing program or purpose, including without limitation, so-called
time span ownership, interval ownership, or a time-sharing license or lease
program. Nothing in this paragraph shall derogate from the right of a Unit Owner
to lease his Unit, subject to the provisions of the Master Deed.
D. There shall be no obstruction of the common areas and facilities nor shall
anything be stored in the common areas and facilities without the prior consent of
the Trustees, except as expressly permitted in the Master Deed or in the
Declaration of Trust of the Trust.
E. 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 Master Deed and the
Declaration of Trust of the Trust.
F. Nothing shall be done or kept in any unit or the common areas and facilities
which will increase the rate of insurance or result in the cancellation of the
insurance on the Building except the uses resulting in an increase of premiums
may be made by specific arrangement with the trustees providing for a payment
of such an increased insurance costs by the unit owner concerned.
All material which can be deemed to be"oil" or"hazardous materials"
(collectively, "hazardous materials") under any applicable law, rule, regulation or
ordinance shall be disposed of by the Unit Owner generating such materials in
accordance with all applicable laws, ordinances, rules and regulations. Under no
circumstances shall such hazardous materials be disposed of in any drain or
anywhere else within the condominium property. The trustees shall be entitled to
request, and to receive, evidence of proper disposal of such materials and Unit
Owners shall promptly respond to any such requests. The trustees shall incur no
liability whatsoever in connection with the provisions hereof. No unit or
occupant or anyone claiming by, through, or under the Unit Owner shall keep in
his Unit any flammable, combustible, or explosive fluid, material, chemical, or
substance, except for such of same as are customary for residential use, provided
that they are stored within safe and proper containers in accordance with
manufacturers recommendations and applicable laws, ordinances, and rules and
regulations. No material that may spontaneously combust or which is otherwise
considered a fire risk may be stored in any Unit but shall be disposed of as
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required by applicable laws, ordinances, rules and regulations, All city, state, and
federal health and safety regulations must be observed in connection with the
storage of any flammable or explosive substance.
G. No waste shall be committed in any Unit or the common areas and facilities.
H. Except for areas, if any, designated by the Trustees, there shall be no storing or
parking of baby carriages, playpens, bicycles, wagons, toys, vehicles, trailers,
tools, benches, chairs or other items, in any part of the common areas and
facilities. There shall be no playing, lounging, riding of bicycles, wagon or toys or
roller-blading in any part of the halls, stairways or elevators.
I. Each Unit Owner shall keep his or her Unit (and any exclusive, appurtenant
common areas) in a good state of preservation and cleanliness and shall not sweep
or throw or permit to be swept or thrown therefrom, or from the doors or windows
thereof, any diet or other substance. The water closets and other water apparatus
shall not be used for any purpose other than that for which they were constructed,
and no sweepings, rubbish,rags, paper, ashes, or other substances, including
diapers, feminine hygiene products (consisting of plastic and paper, biodegradable
and non-biodegradable products) and the like, shall be thrown therein. Any
damage to plumbing systems of the Condominium resulting from such misuse
shall be paid for by the Unit Owner who shall have caused or permitted it and the
Trustees may assess such Unit Owner therefor.
J. Subject to the Telecommunications Act of 1996, all radio, television, and other
electrical equipment of any kind or nature installed or used in any Unit shall fully
comply with all rules, regulations, requirements, or recommendations of the Fire
Insurance Rating Board and the public authorities having jurisdiction, and the
Unit Owner shall be liable for any damage or injury caused by any radio,
television, or other electrical equipment in his or her Unit, and the Trustees may
assess such Unit Owner therefor.
K. Subject to the tights and privileges of the Declarant granted, reserved, contained,
or referred to in the Master Deed or the Declaration of Trust , any maintenance,
repair of replacement of common areas and facilities which is the responsibility of
a Unit Owner pursuant to the Master Deed or the Declaration of Trust shall be
done only by contractors or workmen approved in advance by the Trustees and no
unauthorized person including a Unit Owner, shall be permitted on the roof or in
any common mechanical, utility or like rooms and areas, of the Condominium
without the prior consent of the Trustees.
L. If any key or keys (or lock combination) are entrusted by a Unit Owner or
occupant or by any member of his family, or by his agent, servant, employee,
licensee, lessee or visitor, to a Trustee, or an agent or employee of the Trustee,
including without limitation the managing agent of the Condominium, whether
for such Unit, garage, automobile, trunk, or other itern of personal property, the
acceptance of the key (or combination) shall be at the sole risk of such Unit
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Owner or occupant, and such Trustees, agent, employee, and the Trustees shall
not be liable for injury, loss, or damage of any nature whatsoever directly or
indirectly resulting therefrom or connected therewith.
M. All personal property of the Unit Owners and any other occupants of a Unit, in
Units, Parking Spaces, Garages and elsewhere, as the case may be, shall be kept
therein at the sole risk and responsibility of the respective Unit Owners, and none
of the Trustees, their designated agents, the Declarant of the Master Deed, nor
their respective successors or assigns, shall bear any responsibility therefor.
N. In addition to the other By-Laws contained herein and promulgated from time to
time, the use of a deck or balcony appurtenant to a Unit shall be subject to the
following;
(i) In no event shall a deck or balcony be enclosed or otherwise used for
continuous dwelling purposes.
(ii) Nothing shall be placed on a deck or balcony which in the opinion of the
Trustees unreasonably obstructs sight lines from other Units.
(iii) Any lighting installed by a Unit Owner on a deck or balcony will be
subject to the prior approval of the Trustees, and will be limited to
incandescent accent lighting only. In no event will any such lighting be
moving, flashing or neon, and no light on a deck or balcony will have a
wattage output greater than 175 watts. No such lighting will be directed
towards a window or windows of any Unit or Units. All replacements of
lighting fixtures shall conform with the original equipment specifications.
(iv) The railings, if any, installed by the Declarant will be maintained or
replaced, as appropriate, by the Trustees and at the expense of the Unit
Owners to whose units the use thereof is appurtenant, in accordance with
applicable provisions of the Master Deed, so as to maintain the intended
and initially provided degree of privacy and so as to be of neat and sightly
appearance. Any variations will be subject to the prior written consent of
the Trustees. All planting and other landscaping on a deck or balcony will
be ornamental in nature (but may include herb gardens), and in no event
will there be any artificial landscaping.
(v) Any and all furniture and furnishings placed on any deck or balcony will
be subject to the prior approval of the Trustees, and will be moveable,
high quality, outdoor "deck" type furniture of a proper weight to take into
account wind and storm conditions.
(vi) No flags (other than the flag of the United States of America), windsocks,
kites or wind chimes will be permitted to be hung, displayed, draped or
posted to or from any outside of windows or placed on the outside or
doors of the Building, or on the entrance doors to Units, or from a deck or
balcony.
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O. Unit Owners shall be responsible for completely closing behind them all doors
providing ingress to and egress from the Units and common areas of the Building
and shall at no time place articles in doorways or otherwise impede the complete
closing of such doors behind them for security purposes,
P. No Unit Owner or occupant shall send any employee of the managing agent out of
the Building on any private business. Any complaints regarding any services in
the Condominium shall be made in writing to the managing agent and the
Trustees.
Q. Any consent or approval given by the Trustees may be added to, amended, or
repealed at any time by the Trustees.
R. The owner of each Unit shall, at his own cost and at his own initiative,provide for
frequent and adequate removal of trash, garbage and refuse from the Unit and the
Condominium consistent with the use of the Unit.
S. No Unit Owner shall engage in or permit any noxious or offensive activity or any
nuisance by himself, his family, servants, employees, agents,.visitors, lessees,
licensees, or business invitees, nor do himself or permit anything to be done by
such persons, either willfully or negligently, that may be, or become an
annoyance or nuisance to the other Unit Owners or occupants; will interfere with
the rights, comforts, or convenience of other Unit Owners or occupants; may or
does cause damage to any other Units or to the common the areas and facilities; or
results in the removal of any article or thing of value from any other Unit Owners
or from the common areas and facilities of the Condominium. Any Unit Owner
making or permitting such a nuisance, interference, damage, or removal shall be
responsible for the elimination of such nuisance or interference and for the costs
of the repair of such damage or replacement of the item removed. The Trustees
may assess to such Unit Owner such costs which shall be enforceable in the same
manner as Common Expenses.
T. No coal stoves, kerosene heaters, space heaters or similar devices shall be
permitted in any Unit. Wood stoves shall be permitted in Detached Dwellings but
must be installed and maintained in strict conformity with all laws, codes and
rules and regulations applicable thereto. Other than the Declarant, no Unit owner
shall install any heating or air conditioning device in any Unit without the prior
written consent of the Trustees. The Trustees may enter any Unit to correct any
non-compliance with this provision, at the expense and risk of the Owner of such
Unit and the Trustees may assess such Unit Owner for the cost of such correction,
which cost shall be assessed in the same manner as a Common Expense,
U. All window shades, draperies, as well as any other window treatments and
hanging material, which must be furnished and installed, and maintained, repaired
and replaced by each Unit Owner at such Unit Owner's expense, must be fire
resistant and in compliance with standards set by the New England Fire Insurance
Rating Board, and may not be closer than one inch (V) to heating units.
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V. Each Flat above the first floor shall be required to have sixty(60%) of the floor
area thereof, exclusive of kitchens and bathrooms, covered with padding or other
sound deadening material.
20. Violation of Law.
No noxious or unlawful activity shall be carried on in any Unit or in the common areas
and facilities nor shall anything be done therein, either willfully or negligently, which
may be or become unreasonably annoying to the other Unit Owners or occupants.
21. Maintenance and Repairs.
A. All maintenance and replacement of and repairs to any Unit, ordinary or
extraordinary (other than to the common areas and facilities contained therein
necessitated by the negligence, misuse or neglect of the owner of such Unit), and
to electrical, plumbing, and heating, ventilating and air conditioning fixtures and
equipment within the Unit or belonging to the Unit Owner, wherever located,
which are not a part of the common areas and facilities, and the washing of
interior glass shall be done by the Unit Owner at the Unit Owner's expense,
excepting as otherwise specifically provided herein and in the Master Deed. Each
Unit Owner shall be responsible for all damage to any and all other Units and to
the common areas and facilities that his failure so to do may engender.
Maintenance, repair and replacement of doors (glazed and unglazed), windows
and glazed areas in exterior and interior walls of a Unit (whether or not a part of
the Unit), including door and window frames, sash, trim and moldings shall be
performed by the Trustees of the Condominium Trust but at the expense of the
Unit owner. No exterior doors or windows or door or window sashes, frames, trim
or molding which face the common areas and facilities or the exterior may be
painted or decorated in any manner other than as set forth by the Trustees.
B. All maintenance, and replacements of and repairs to the common areas and
facilities as defined in the Master Deed, and all maintenance, and replacement of
and repairs to the exterior walls of the Buildings (including but not limited to such
of same, if any, as are portions of Units) and to structural parts of the Buildings
and the painting and decorating of the exterior doors of the Buildings, door sashes
and frames, and exterior window frames and sashes, and the washing of the
exterior window glass, glazed doors, and other exterior glazed areas, shall be
made by the Trustees and shall be a Common Expense, except to`the extent that
the same are necessitated by the negligence, misuse or neglect of a Unit Owner, in
which case such expense shall be charged to such Unit Owner.
22. Right of Access - Pass Keys.
A. Subject to the provisions of(a) Massachusetts General Laws, Chapter 183A,
Section 4, Clause (2), and (b) subsection B of this Section 22, the Trustees in their
capacities as such Trustees, and any manager engaged by the Trustees, and any
persons authorized by the Trustees or such manager shall have a right of access to
44
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all Units, Garages, and all parking areas in the Condominium, at any time in case
of emergency, and at all other times during reasonable times by prior appointment
with each Unit Owner, for the purpose of making inspections or repairs or
maintenance to either the Unit, Garage or parking area to which such persons seek
access, or to another Unit, or Garage, or any part of the common areas and
facilities.
B. The Trustees or their designated agent shall retain a pass key to each Unit and
Garage and no Unit Owner shall alter, change or install any locks without first
providing the Trustees or their designated agent with a pass key with respect to
any such changed, altered or new lock.
23. Pets.
Not more than two (2) ordinary domestic pets and animals may be kept by any Unit
Owner. No such pets shall be permitted in any part of the Condominium (other than
within the Unit of the owner thereof) unless carried or on a leash. Notwithstanding the
foregoing,Unit Owners shall not walk their pets on the abutting Smolak Farm property
unless given prior consent to do so by the manager of Smolak Farm. The Unit Owner or
person walking such pet or animal shall immediately clean up any and all droppings for
which his pet or animal is responsible in or about the Condominium, including, without
limitation, the sidewalks and exterior landscapes. Any Unit Owner keeping a pet or
animal in violation of the foregoing, or which causes any damage to or requires cleanup
of any Unit(other than the Unit of the owner of such pet or animal) or the common the
areas and facilities or which is offensive or causes or creates any nuisance or
unreasonable disturbance or noise, shall be personally liable for the cost and expense of
any repair of such repair, cleanup and/or elimination of such disturbance or nuisance.
After due notice and hearing in accordance with Section 33 hereof, the Trustees may
require any Unit Owner to permanently remove any pet which has habitually been guilty
of annoying or harassing any Unit Owner or occupant, The Trustees shall assess to such
Unit Owner all costs of enforcement and until paid the same shall constitute a lien against
the Unit of such Unit Owner pursuant to the provisions hereof and Section 6 of the Act.
24. Structurallntearity.
Subject to the rights of the Declarant as referred to in the Master Deed granted, reserved,
contained, or referred to in the Master Deed or in the Declaration of Trust of the Trust,
including the Rules and Regulations, nothing shall be done in any Unit or in, or to the
common areas and facilities, that will impair the structural and/or architectural integrity
of, or structurally or architecturally change,the Building or any common areas and
facilities, or that will in any way destroy or adversely affect the water-tightness of the
Building.
25. No Alterations,
Neither the exterior of any Unit nor the common areas and facilities nor the hallways or
lobby shall be altered, constructed, removed, decorated or painted in any manner except
45
with the written consent of the Trustees. Subject to the provisions of Section 19 hereof,
any Unit Owner is free to decorate the interior of his Unit in any manner as he sees fit
without requiring the consent of the Trustees so long as such decorations do not alter the
structure of the Unit or the Building,
26. Sins.
No business, professional, commercial or other signs, whether designed for profit,
altruism or otherwise shall be maintained or permitted on any part of the property nor
shall any "For Sale", "For Rent", or "For Lease" sign be permitted thereon except by the
Declarant during such time as the Declarant owns one or more Units or one or more
Parking Easements in the Condominium, and except for any mortgagee who may become
the owner or mortgagee in possession of any Unit, but in no event shall any such sign be
larger than two (2) square feet.
27. Combustible Materials.
No Unit Owner shall permit or suffer the keeping at any time of any flammable,
combustible or explosive fluid or substance in or on any portion of the Condominium
(including but not limited to his Unit) except only for such lighting and cleaning fluids as
are customary for residential use, No Unit Owner shall permit or suffer the keeping at
any time of any flammable, combustible or explosive fluid or substance in any vehicle
parked in the Parking Spaces, except for gasoline or diesel fuel ordinarily contained in
the fuel tank of such vehicle and such lubricating and other fluids as are ordinarily
contained within the vehicle and used in its normal operation,
28. Safety.
Each Unit Owner assumes complete responsibility for the safety of himself, his family,
guests, agents, servants and employees while such persons are in his Unit, or any other
Unit, or on the common areas and facilities of the Condominium.
29. Sale of Units,
A. No Severance of Ownership
No Unit Owner shall execute any deed, mortgage, or other instrument conveying
or mortgaging title to his Unit without including therein the Appurtenant Interests
(as hereinafter defined); 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 Interest of all Units. "Appurtenant
Interests", as used herein, shall include (i) the undivided interest of a Unit Owner
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in the common areas and facilities; and (ii) the interest of such Unit Owner in any
other assets of this Trust. Nothing in this Section 29.A shall derogate from the
right of owners of easements for the exclusive use of Parking Easements to
convey such easements, separately from Units, as set forth in Section (d)IV of the
Master Deed. Conveyances of Parking Easements shall be subject to the
provisions of Sections (d)IV of the Master Deed.
B. Financing of Purchase of Units by Trustees
With the prior written approval of at least fifty-one (51%) percent of the
beneficial interests hereunder(the vote of the Unit Owner of the Unit which is the
subject of such vote shall not be counted; the vote appurtenant to unsold Units
owned by the Declarant will not be counted), the Trustees may acquire Units of
the Condominium. Acquisition of Units by the Trustees may be made from any
funds in the hands of the Trustees; or if such funds are insufficient, the Trustees
may levy an assessment against each Unit Owner in proportion to his beneficial
interest as a Common Expense; or the Trustees, in their discretion, may borrow
money to finance the acquisition of such Units, provided,however, that no
financing may be secured by an encumbrance or hypothecation of any property
other than the specific Unit or Units with Appurtenant Interests so to be acquired
by the Trustees. Nothing in this Subsection B of this Section shall be construed as
compelling any Unit Owner to sell his Unit. Nothing in this Subsection B of this
Section shall have any effect, nor limit in any manner the rights and remedies of
the Trustees under the provisions of Section 6 of the Act, or under the provisions
of Section 2 hereof,
C. Waiver of Right of Partition
In the event that a Unit shall be acquired by the Trustees, all Unit Owners shall be
deemed to have waived all rights of partition with respect to such Unit or Units as
are acquired by the Trustees.
D. Payment of Assessments
No Unit Owner shall convey, mortgage, pledge, hypothecate, or sell his Unit
unless and until he shall have paid in full to the Trustees all unpaid Common
Expenses theretofore assessed by the Trustees against his Unit and until he shall
have satisfied all unpaid liens against such Unit. This paragraph shall not apply to
any first mortgagee of any Unit.
30. Nondiscrimination,
Notwithstanding anything to the contrary herein, no provision of the Master Deed,
Declaration of Trust, By-Laws or the Rules and Regulations now or hereafter adopted or
promulgated shall ever be deemed to prevent, restrict, discourage, or hinder in any
manner whatsoever the alienation, conveyance,mortgage, purchase, sale, use, or
occupancy of Units or any negotiations in connection therewith because of race, religion,
creed, color, national origin, sex, sexual orientation, age, ancestry, marital status, status as
47
a veteran or member of the armed services, or any ethnic group, blindness, or by reason
of the fact that children will occupy such Unit, receipt of public assistance, or, in addition
to the foregoing by any reason whatsoever prohibited by any federal, state, or municipal
law.
31. Pereentace of Unit Owners.
Whenever the term "Percentage of Unit Owners" or "Percentage of Units" is used in this
instrument, said terms shall mean the owners of the specified percentage in the aggregate
in interest of the undivided ownership in the common areas and facilities of the
Condominium,
- - - C 32, Protection of Morteagees; Federal Home Loan Mortgage Federal
National Mortuage Association.
A. Certain Definitions
(i) The term "FHLMC" means Federal Home Mortgage Corporation.
(ii) The term "FNMA" means Federal National Mortgage Association.
(iii) The term "Eligible Mortgage Holder" means a holder of a first mortgage
on a Unit who has requested notice of certain matters from this Trust as set
forth in these By-Laws.
(iv) The term "Eligible Insurer or Guarantor" means an insurer or
governmental guarantor of a first mortgage who has requested notice of
certain matters as set forth in these By-Laws.
(v) The term Constituent Documents means, collectively, the Master Deed,
the Declaration of Trust and the By-Laws and Rules and Regulations
thereto and the Master Plans,
B. Certain Prohibitions
Notwithstanding anything to the contrary in the Constituent Documents;
(i) There shall be no restriction upon any Unit Owner's right of ingress or
egress to his or her Unit, which right shall be perpetual and appurtenant to
the ownership of the Unit,
(ii) Other than the provisions (g) of the Master Deed, there shall be no
restriction on the right of a Unit Owner to sell, transfer or otherwise
convey his or her Unit. Other than as set forth in Section (m) of the
Master Deed, there shall be no "right of first refusal" so called or any
similar restriction.
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(iii) There shall be no restriction on the right of any Unit Owner to mortgage or
otherwise encumber his Unit.
(iv) Prior to the passage of control of this Trust to consumer Unit purchasers,
no management contract shall be entered;into unless this Trust is provided
with a right of termination of any such contract or lease with cause on ten
(10) days notice, or without cause on ninety (90) days notice, in both cases
exercisable without penalty at any time after transfer of control.
C. Rights of Eligible Mortgage Holders and Eligible Insurers or Guarantors
Notice of Action: Upon written request to the Trustees identifying the name and
address of the mortgage holder, insurer or guarantor and the Unit number or
address, any first mortgagee and any such Eligible Mortgage Holder or Eligible
Insurer or Guarantor will be entitled to timely written notice of-
(i) Any condemnation loss or any casualty loss that affects either a material
portion of the project or any Unit on which there is a first mortgage held,
insured, or guaranteed by such Eligible Mortgage Holder or Eligible
Insurer or Guarantor, as applicable;
(ii) Any delinquency in the payment of assessments or charges owed, or
default in the performance by the borrower of any obligation under the
Constituent Documents, by an owner of a Unit subject to a first mortgage
held, insured or guaranteed by such first mortgage holder or Eligible
Holder or Eligible Insurer or Guarantor, which remains uncured for a
period of 60 days;
(iii) Any lapse, cancellation or material modification of any insurance policy
or fidelity bond maintained by the Trust;
(iv) Any proposed action which would require the consent of a specified
percentage of Eligible Mortgage Holders.
D. Amendment to Documents
(i) Where Unit Owners are considering termination of the legal status of the
project for reasons other than substantial destruction, or condemnation of
the property the consent of owners of Units to which at least sixty-seven
(67%) percent of the votes in this Trust are allocated and the approval of
Eligible Mortgage Holders representing at least sixty-seven(67%) percent
of the votes of the mortgaged Units shall be required to terminate the legal
status of the project as a Condominium. The approval of an Eligible
Mortgage Holder may be assumed when an Eligible Mortgage Holder fails
to submit a response to any written proposal for an amendment within
thirty(30) days after it receives proper notice of the proposal, provided the
notice was delivered by certified or registered mail, with a "return receipt"
requested,
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Any action to terminate the legal status of the project after substantial
destruction or condemnation occurs, shall require the consent of owners of
Units to which at least sixty-seven (67%) percent of the votes in the Trust
and Eligible Mortgage Holders representing at least fifty-one (S 1%)
percent of the votes of the Units that are subject to mortgages held by
Eligible Mortgage Holders.
Except as set forth otherwise in the Master Deed, with respect to phasing
and other matters, the consent of the owners of Units to which at least
sixty-seven(67%) percent of the votes in the Trust are allocated, and at
least fifty-one(S 1%) percent of the Eligible Mortgage Holders (based on
one vote for each Unit subject to a mortgage held by an Eligible Mortgage
Holder), shall be required to add or amend any material provisions of the
constituent documents of the project, which establish, provide for, govern
or regulate any of the following:
(a) voting rights;
(b) increases in assessments that raise previously assessed amounts by
more than twenty-five percent, assessment liens or the priority of
such liens;
(c) reductions in reserves for maintenance, repair and replacement of
the common areas;
(d) responsibility for maintenance and repairs;
(e) reallocation of interests in the general or limited common areas and
facilities or rights to their use;
(f) redefinition of any Unit boundaries;
(g) expansion or contraction of the project, or the addition, annexation
or withdrawal of property to or from the project;
(h) convertibility of Units into common areas and facilities or vice
versa;
(i) hazard or fidelity insurance requirements;
(j) except as set forth in the Master Deed and this Trust, imposition of
any restrictions on the leasing of Units;
(k) a decision by the Trust to establish self-management if
professional management had been required previously by an
Eligible Mortgage Holder;
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(1) imposition of any restrictions on a Unit Owner's right to sell or
transfer his or her Unit;
(m) restoration or repair of the project(after hazard damage or partial
condemnation) in a manner other than that specified in the
Condominium constituent documents; or
(n) any provisions which are for the express benefit of Mortgage
Holders, Eligible Mortgage Holders or Eligible Insurers or
Guarantors of mortgages on Units.
(iv) An addition or amendment to such documents shall not be considered
material if it is for the purpose of correcting technical errors, or for
clarification only. An Eligible Mortgage Holder who receives a written
request to approve additions or amendments which are not material who
does not submit a response to the requesting party within thirty (30) days
after the request is made shall be deemed to have approved such request.
Additionally, if specifically provided by any applicable FNMA regulation,
implied approval of any addition or amendment may be assumed when an
Eligible Mortgage Holder fails to submit a response to any written
proposal for an amendment within 30 days after the proper notice of the
proposal is received, provided the notice has been delivered to the
mortgage holder by certified or registered mail, return receipt requested.
This clause (iv) shall not apply to FHLMC.
E. Right of Action
Subject to the provisions of Section 1.0 hereof, the Trust and any aggrieved Unit
Owner shall have a right of action against Unit: Owners for failure to comply with
the provisions of the Trust and the By-Laws and Rules and Regulations thereto,
the Master Deed, the Master Plans and each Unit deed and Unit plan, and with
decisions of the Trustees of this Trust. Each Unit Owner shall have a similar right
of action against the Trust. Any such action may be brought in any court of
competent jurisdiction.
F. First Mortgagee Obtaining Title
Any first mortgagee who obtains title to a Condominium Unit pursuant to the
remedies provided in the mortgage or foreclosure of the mortgage will not be
liable for such Unit's unpaid dues or charges which accrue prior to the acquisition
of title to such Unit by the mortgagee except as otherwise set forth in subsection 6
of the Act.
G. Additional Prohibitions
Except as provided by statute in case of condemnation or substantial loss to the
Units and/or common elements of the Condominium project, and except as
otherwise set forth in the Master Deed as to phasing, and except as otherwise set
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forth in the Master Deed, unless at least two-thirds (2/3) of the first mortgagees
(based upon one vote for each first mortgage owned), or owners (other than the
sponsor, developer or builder) of the individual Condominium Units have given
their prior written approval, the Trust shall not be entitled to:
(i) by act or omission, seek to abandon or terminate the Condominium
project;
(ii) change the pro rata interest or obligations of any individual Condominium
Unit for the purpose of(1) levying assessments or charges or allocating
distributions of hazard insurance proceeds or condemnation awards, or (2)
determining the pro rata share of ownership of each Condominium Unit in
the common elements;
(iii) partition or subdivide any Condominium Unit;
(iv) by act or omission, seek to abandon, partition, subdivide, encumber, sell or
transfer the common elements. (The granting of easements for public
utilities or for other public purposes consistent with the intended use of the
common elements by the Condominium project shall not be deemed a
transfer within the meaning of this clause);
(v) use hazard insurance proceeds for losses to any Condominium property
(whether to Units or to common elements) for other than the repair,
replacement or reconstruction of such Condominium property.
(vi) No provisions of the constituent documents shall give any Unit Owner or
Owners or any other party or parties priority over any rights of first
mortgagees of Condominium Units pursuant to their mortgages in the case
of a payment to Condominium Unit Owners of insurance proceeds or
condemnation awards for losses to or taking of Condominium Units and/or
common areas and facilities.
H. Vote or Consent
The right of any Unit Owner to vote or grant or withhold any consent or exercise
any rights pursuant to the provisions of the Declaration of Trust and the By-Laws
and Rules and Regulations thereto or the Master Deed may be assigned to or
restricted in favor of any mortgagee, and the Trustees shall be bound by such
assignment or restriction, provided, however, that such assignment or restriction
does not conflict with the provisions of the Act and that the mortgagee has
notified the Trustees of such assignment or restriction in writing.
I. Rights and Duties
Each Unit Owner shall be subject to all the rights and duties assigned to Unit
Owners in the Constituent Documents. Except as expressly otherwise set forth in
the Constituent Documents with respect to rights and easements reserved to the
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Declarant, the Declarant's rights and duties under the provisions of the
Constituent Documents with respect to unsold Units shall be the same as any
other Unit Owner,
J. Information
The Trust shall promptly deliver the following information, in writing, to any
mortgagee, mortgage holder, mortgage servicer, holder, guarantor or insurer of a
mortgage, FHLMC or FNMA, requesting same in writing (and furnishing the
requesting party's name, address, and the number or address of the Unit on which
it holds or insures or guarantees or services a mortgage), without expense to the
requesting party;
(i) notification of any default in the performance by the individual Unit
borrower of any obligation under the Condominium Constituent
Documents which is not cured within sixty (60) days;
(ii) a written certification as to whether or not the Owner of any Unit
encumbered by a mortgage held or serviced, in whole or in part, by the
requesting party, is more than one (1) month delinquent in the payment of
Condominium common area charges or assessments;
(iii) a written certification as to the percentage of Unit Owners who are more
than one (1)month delinquent in the payment of Condominium common
area charges or assessments;
(iv) a statement to the best of the Trust's knowledge as to the percentage of
Units which have been sold and conveyed to bona fide purchasers (who
have closed or who are legally obligated to close) and the percentage of
Units which are occupied by individual Unit Owners as their primary year
round residence;
(v) any condemnation or casualty loss that affects either a material portion of
the project or the Unit securing its mortgage;
(vi) a lapse, cancellation or material modification of any insurance policy
maintained by this Trust; and
(vii) any proposed action that requires the consent of specified percentage of
Eligible Mortgage Holders.
K. FHLMC; FNMA
The provisions of this Section 32 are set forth so that the Condominium will
comply with the requirements of FHLMC, and FNMA, and the provisions of this
Section 32 shall be construed and interpreted in accordance with that intention.
Notwithstanding anything to the contrary in the constituent documents, the
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provisions of Section(g) of the Master Deed and Section 15 of these By-laws
shall at all times take precedence over all provisions in this Section 32,
33. Ri ht to Notice and Hearin .
A. Whenever these By-Laws require that an action be taken after "Notice and
Hearing", the following procedure shall be observed: All hearings shall be
conducted by at least a majority of the Trustees. The Trustees shall give written
notice of the proposed action to all Unit Owners or occupants of Units whose
interest would be significantly affected by the proposed action. The notice shall
include a general statement of the proposed action and the date, time and place of
the hearing. At the hearing, the affected person shall have the right,personally or
by a representative, to give testimony orally, in writing, or both, subject to
reasonable rules of procedure established by the Trustees to assure a prompt and
orderly resolution of the issues. The affected person shall have the right to
question the Trustees and any witnesses with respect to the subject matter of the
hearing. If the hearing involves an alleged breach, by the affected person, of any
of the provisions of the Master Deed, the Declaration of the Trust, or the By-Laws
and Rules and Regulations theieto, or any Unit deed, the affected person shall be
informed, with specificity, of the exact nature of the violation, and of the
provision which he or she has allegedly violated, and the affected person shall
have the right to question any witness to such alleged violation. The Trustees
need not comply with the strict legal rules of evidence observed by courts, but
they shall consider only such evidence as reasonable people customarily consider
in making important decisions. Nothing herein shall be deemed to limit the right
of the Trustees, the affected person, or any Unit Owners or occupants affected to
bring legal action with respect to the subject matter of any hearing, or any
decision of the Trustees.
B. When the subject matter of the hearing is Section 3.D of the Declaration of Trust,
the reference to Trustees as the persons conducting the hearing shall be deemed to
mean Unit Owners entitled to at least fifty-one (51%)percent of the beneficial
interest under this Trust.
34. Contractors; Work in Units.
No construction, renovation or other work may be conducted in any Unit, whether by the
Owner thereof or any contractor or tradesperson, except during days and hours
designated by the Trustees in a uniform manner.
35. Alarms and Other Security Devices.
Owners of Townhouses and Flats shall furnish to the Trustees all alarm codes for any
alarm or other security device installed by the Unit Owner, the name, address and
telephone number of the company servicing such alarm or device, a copy of the contract
between the Unit Owner and such company, and a copy of the instructions for any such
alarm or device.
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36. Unit First Mortgages,
Notwithstanding anything to the contrary contained herein:
A. Notice to Trustees
A Unit Owner who mortgages a Unit, and the Unit mortgagee of such Unit, each
shall notify the Trustees of the name and address (and any changes therein) of
such Unit's mortgagee, and the Trustees shall list and maintain such information
in a separate book. All provisions herein and in the Master Deed calling for
notice to be given to (or for consent to be obtained from) mortgagees or mortgage
holders, whether or not the provision in question so specifies, shall relate to and
require only the giving by United States mail (postage prepaid) of such notice to
(and obtaining such consent from) institutional (or other bona fide) Unit first
mortgage holders for which such information has been provided to the Trustees
(such mortgages being referred to sometimes hereinafter as "listed first
mortgages", and such holders thereof being referred to sometimes hereinafter as
"listed first mortgagees"). Upon receipt of written notice from a listed first
mortgagee by the Trustees requesting the same, the Trustees will make a notation
on the aforesaid list so to do and will send to such listed first mortgagee notice of
(and, if applicable, request for consent to) the granting of an easement or other
interest or the granting or designation of a limited common area, or the taking of
other action by the Trustees affecting the Unit, to which such listed first
mortgagee is entitled to notice (and, if applicable, to which it is being requested to
consent) pursuant to the provisions of Section 5(b) of said Chapter 183A.
B. Notice.to Mortgagees
To the full extent the same may be effective under applicable provisions of
Chapter 183A, the Trustees, by the execution and delivery of this instrument,
hereby notify all Unit Owners and all Unit mortgagees that, until further written
notice to the contrary, the Trust hereby created shall be known as and named the
"Meetinghouse Commons Condominium Trust" and shall have a mailing address
at the Condominium premises at Meetinghouse Road, North Andover,
Massachusetts 02021. In accordance with the requirements of Section 4 of
Chapter 183A, the Trustees will notify each listed first mortgagee of the foregoing
(and of any changes therein). All notices sent or required under the provisions
hereof or the provisions of said Chapter 183A to be sent to the Trust shall be sent
to it at the foregoing address, as the same may be changed by notice from time to
time in accordance with the foregoing and the requirements of Chapter 183A;
and, in any event, until such time as the Declarant no longer is entitled to appoint
the Trustees or a majority thereof hereunder, with a copy of all such notices
intended for the Trust to be sent simultaneously to the Trustees c/o Meetinghouse
Commons, LLC, 121 Carter Field Road,North Andover, Massachusetts 01845.
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The Trustees, whenever so requested by the listed first mortgagee of a Unit, shall
promptly provide to such mortgagee in accordance with such request a written
notification of-
(i) any then unpaid common charges due from, or any other default by, the
Unit Owner of the mortgaged Unit if any such default is not cured within
sixty (60) days of notice of the same to the Unit Owner;
(ii) any condemnation loss or any casualty loss that affects a material portion
of the Condominium or any Unit on which there is a first mortgage held
by such mortgagee;
(iii) any lapse, cancellation, or material modification of any insurance policy or
fidelity bond maintained by the Trust;
iv an proposed action that under the provisions of this instrument or of said
{ ) Y1� � a
Chapter 183A, would expressly require the prior written consent or
approval of a specified percentage of listed first mortgagees or of such
mortgagee in particular. j
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EXHIBIT B; RULES AND REGULATIONS
DECLARATION OF TRUST
EXHIBIT B
Incorporated into and made a pail of the By-Laws of Meetinghouse Commons
Condominium Trust.
RULES AND REGULATIONS OF
MEETINGHOUSE COMMONS CONDOMINIUM TRUST
I. No Obstruction of Common Areas and Facilities.
No one shall unreasonably obstruct any part of the common areas and facilities, or
hallways, without prior consent of the Trustees.
2. To_ysi Baby Carriages, Bicycles.
No baby carriages, toys, playpens, bicycles, velocipedes, benches, chairs or other articles
shall be placed on any part of the common areas and facilities except when such articles
are in actual use by a Unit Owner or his family or guests. All bicycles trust be stored in
the owner's unit or in the bicycle room.
3. Trash and Recyclable Materials.
All garbage, trash and rccyclables must be placed in the proper receptacles collection,
and no garbage, trash or recyclables shall be placed elsewhere upon any of the common
areas and facilities.
4. ep
Exterior Apparatus.
Subject to the Telecommunication Act of 1996, under no circumstances shall any air
conditioning apparatus, television or radio antennas, clothes line, clothes rack or any
other such device or other items be installed on the exterior of any Unit, or on the
common areas and facilities, or be permitted to be hung out of a Unit.
5. Damaae.
Any damage to any Building, equipment or common areas and facilities cause by a Unit
Owner, or such Unit Owner's family, visitor, or pet shall be repaired at the expense of the
Unit Owner.
6. Doors.
Unit doors opening into public halls, and Building entry doors shall be kept locked and
secured at all times except when actually in use.
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EXHIBIT B; RULES AND REGULATIONS
DECLARATION OF TRUST
7. Complaints.
Complaints regarding the management of the Condominium or maintenance of the
common areas and facilities, or regarding actions of other Unit Owners or occupants,
shall be made in writing to the Trustees, No Unit Owner shall attempt to direct,
supervise, or in any manner attempt to control or request favors of any employee of the
Trust.
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