§514A-82 - Contents of bylaws.

§514A-82
Contents of bylaws. (a) The
bylaws shall provide for at least the following:

(1) Board of directors:

(A) The election of a board of directors;

(B) The number of persons constituting the
board; provided that condominiums with more than one hundred individual
apartment units shall have an elected board of not less than nine members
unless not less than sixty-five per cent of all apartment owners vote by mail
ballot, or at a special or annual meeting, to reduce the minimum number of
directors;

(C) That for the initial term of office,
directors shall serve for a term of three years or the term as specified by the
bylaws or until their successors have been elected or appointed;

(D) The powers and duties of the board;

(E) The compensation, if any, of the
directors; and

(F) Whether or not the board may engage the
services of a manager or managing agent, or both, and specifying which of the
powers and duties granted to the board by this chapter or otherwise may be
delegated by the board to either or both of them;

(2) Method of calling meetings of the apartment
owners; what percentage, if other than a majority of apartment owners,
constitutes a quorum; what percentage, consistent with this chapter, is
necessary to adopt decisions binding on all apartment owners and that votes
allocated to any area that constitutes a common element under section 514A-13(h)
shall not be cast at any association meeting, regardless of whether it is so
designated in the declaration;

(3) Election of a president from among the board of
directors who shall preside over the meetings of the board of directors and of
the association of apartment owners;

(4) Election of a secretary who shall keep the minute
book wherein resolutions shall be recorded;

(5) Election of a treasurer who shall keep the
financial records and books of account;

(6) Operation of the property, payment of the common
expenses, and determination and collection of the common charges;

(7) Manner of collecting common expenses, expenses,
costs, and fees recoverable by the association under section 514A-94, and any
penalties and late charges;

(8) Designation and removal of personnel necessary
for the maintenance, repair, and replacement of the common elements;

(9) Method of adopting and amending administrative
rules governing the details of the operation and use of the common elements;

(10) The restrictions on and requirements respecting
the use and maintenance of the apartments and the use of the common elements,
not set forth in the declaration, as are designed to prevent unreasonable
interference with the use of their respective apartments and of the common
elements by the several apartment owners;

(11) The first meeting of the association of apartment
owners shall be held not later than one hundred eighty days after recordation
of the first apartment conveyance; provided forty per cent or more of the
project has been sold and recorded. If forty per cent of the project is not
sold and recorded at the end of one year, an annual meeting shall be called;
provided ten per cent of the apartment owners so request;

(12) All members of the board of directors shall be
owners, co-owners, vendees under an agreement of sale, or an officer of any
corporate owner of an apartment. The partners in a general partnership and the
general partners of a limited partnership shall be deemed to be the owners of
an apartment for this purpose. There shall not be more than one representative
on the board of directors from any one apartment;

(13) A director shall not cast any proxy vote at any
board meeting, nor shall a director vote at any board meeting on any issue in
which the director has a conflict of interest;

(14) No resident manager of a condominium shall serve
on its board of directors;

(15) The board of directors shall meet at least once a
year;

(16) All association and board of directors meetings
shall be conducted in accordance with the most current edition of Robert's
Rules of Order;

(17) All meetings of the association of apartment
owners shall be held at the address of the condominium project or elsewhere
within the State as determined by the board of directors; and

(18) Penalties chargeable against persons for
violation of the covenants, conditions, or restrictions set forth in the
declaration, or of the bylaws and administrative rules adopted pursuant
thereto, method of determination of violations, and manner of enforcing
penalties, if any.

(b) In
addition to the requirements of subsection (a), the bylaws shall be consistent
with the following provisions:

(1) At any regular or special meeting of the
apartment owners, any one or more members of the board of directors may be
removed by the apartment owners and successors shall then and there be elected
for the remainder of the term to fill the vacancies thus created. The removal
and replacement shall be by a vote of a majority of the apartment owners and,
otherwise, in accordance with all applicable requirements and procedures in the
bylaws for the removal and replacement of directors. If removal and replacement
is to occur at a special association meeting, the call for the meeting shall be
by the president or by a petition to the secretary or managing agent signed by
not less than twenty-five per cent of the apartment owners as shown in the
association's record of ownership; provided that if the secretary or managing
agent shall fail to send out the notices for the special meeting within
fourteen days of receipt of the petition, then the petitioners shall have the
authority to set the time, date, and place for the special meeting and to send
out the notices for the special meeting in accordance with the requirements of
the bylaws. Except as otherwise provided in this section, the meeting for the
removal and replacement from office of directors shall be scheduled, noticed,
and conducted in accordance with the bylaws of the association;

(2) The bylaws may be amended at any time by the vote
or written consent of sixty-five per cent of all apartment owners; provided
that:

(A) Each one of the particulars set forth in
this subsection shall be embodied in the bylaws always; and

(B) Any proposed bylaws with the rationale for
the proposal may be submitted by the board of directors or by a volunteer
apartment owners' committee. If submitted by that committee, the proposal shall
be accompanied by a petition signed by not less than twenty-five per cent of
the apartment owners as shown in the association's record of ownership. The
proposed bylaws, rationale, and ballots for voting on any proposed bylaw shall
be mailed by the board of directors to the owners at the expense of the
association for vote or written consent without change within thirty days of
the receipt of the petition by the board of directors. The vote or written
consent required to adopt the proposed bylaw shall not be less than sixty-five
per cent of all apartment owners; provided that the vote or written consent
must be obtained within three hundred sixty-five days after mailing for a
proposed bylaw submitted by either the board of directors or a volunteer
apartment owners' committee. If the bylaw is duly adopted, then the board
shall cause the bylaw amendment to be recorded in the bureau of conveyances or
filed in the land court, as the case may be. The volunteer apartment owners'
committee shall be precluded from submitting a petition for a proposed bylaw
that is substantially similar to that which has been previously mailed to the
owners within one year after the original petition was submitted to the board.

This paragraph shall not preclude any apartment
owner or voluntary apartment owners' committee from proposing any bylaw
amendment at any annual association meeting;

(3) Notices of association meetings, whether annual
or special, shall be sent to each member of the association of apartment owners
at least fourteen days prior to the meeting and shall contain at least:

(A) The date, time, and place of the meeting;

(B) The items on the agenda for the meeting;
and

(4) No resident manager or managing agent shall
solicit, for use by the manager or managing agent, any proxies from any
apartment owner of the association of owners that employs the resident manager
or managing agent, nor shall the resident manager or managing agent cast any
proxy vote at any association meeting except for the purpose of establishing a
quorum. Any board of directors that intends to use association funds to
distribute proxies, including the standard proxy form referred to in paragraph
(3), shall first post notice of its intent to distribute proxies in prominent
locations within the project at least thirty days prior to its distribution of
proxies; provided that if the board receives within seven days of the posted
notice a request by any owner for use of association funds to solicit proxies
accompanied by a statement, the board shall mail to all owners either:

(A) A proxy form containing the names of all
owners who have requested the use of association funds for soliciting proxies
accompanied by their statements; or

(B) A proxy form containing no names, but
accompanied by a list of names of all owners who have requested the use of
association funds for soliciting proxies and their statements.

The statement shall not exceed one hundred words,
indicating the owner's qualifications to serve on the board and reasons for
wanting to receive proxies;

(5) A director who has a conflict of interest on any
issue before the board shall disclose the nature of the conflict of interest
prior to a vote on that issue at the board meeting, and the minutes of the
meeting shall record the fact that a disclosure was made;

(6) The apartment owners shall have the irrevocable
right, to be exercised by the board of directors, to have access to each
apartment from time to time during reasonable hours as may be necessary for the
operation of the property or for making emergency repairs therein necessary to
prevent damage to the common elements or to another apartment or apartments;

(7) An owner shall not act as an officer of an
association and an employee of the managing agent employed by the association;

(8) An association's employees shall not engage in
selling or renting apartments in the condominium in which they are employed
except association-owned units, unless such activity is approved by an
affirmative vote of sixty-five per cent of the membership;

(9) The board of directors shall meet at least once a
year. Whenever practicable, notice of all board meetings shall be posted by
the resident manager or a member of the board in prominent locations within the
project seventy-two hours prior to the meeting or simultaneously with notice to
the board of directors;

(10) Directors shall not expend association funds for
their travel, directors' fees, and per diem, unless owners are informed and a
majority approve of these expenses;

(11) Associations at their own expense shall provide
all board members with a current copy of the association's declaration, bylaws,
house rules, and, annually, a copy of this chapter with amendments;

(12) The directors may expend association funds, which
shall not be deemed to be compensation to the directors, to educate and train
themselves in subject areas directly related to their duties and
responsibilities as directors; provided that the approved annual operating
budget shall include these expenses as separate line items. These expenses may
include registration fees, books, videos, tapes, other educational materials,
and economy travel expenses. Except for economy travel expenses within the
State, all other travel expenses incurred under this subsection shall be
subject to the requirements of paragraph (10);

(13) A lien created pursuant to section 514A-90 may be
enforced by the association in any manner permitted by law, including nonjudicial
or power of sale foreclosure procedures authorized by chapter 667; and

(14) If the bylaws provide for cumulative voting by
the owners, the owners may so vote if an owner gives notice of the owner’s
intent to cumulatively vote before voting commences.

The provisions of this subsection shall be deemed
incorporated into the bylaws of all condominium projects existing as of January
1, 1988, and all condominium projects created after that date. [L 2007, c 244, pt of §2]