§514B-106 
Board; powers and duties.  (a) 
Except as provided in the declaration, the bylaws, subsection (b), or other
provisions of this chapter, the board may act in all instances on behalf of the
association.  In the performance of their duties, officers and members of the
board shall owe the association a fiduciary duty and exercise the degree of
care and loyalty required of an officer or director of a corporation organized
under chapter 414D.



(b)  The
board may not act on behalf of the association to amend the declaration or
bylaws (sections 514B‑32(a)(11)
and 514B‑108(b)(7)), to remove the condominium from the provisions of
this chapter (section 514B‑47),
or to elect members of the board or determine the qualifications, powers and
duties, or terms of office of board members (subsection (e)); provided that
nothing in this subsection shall be construed to prohibit board members from
voting proxies (section 514B‑123)
to elect members of the board; and provided further that the board may fill
vacancies in its membership to serve until the next annual or special
association meeting.



(c) 
Within thirty days after the adoption of any proposed budget for the
condominium, the board shall make available a copy of the budget to all the
unit owners and shall notify each unit owner that the unit owner may request a
copy of the budget.



(d)  The declaration may provide for a period
of developer control of the association, during which a developer, or persons
designated by the developer, may appoint and remove the officers and members of
the board.  Regardless of the period provided in the declaration, a period of
developer control terminates no later than the earlier of:



(1)  Sixty days after conveyance of seventy-five per
cent of the common interest appurtenant to units that may be created to unit
owners other than a developer or affiliate of the developer;



(2)  Two years after the developer has ceased to offer
units for sale in the ordinary course of business;



(3)  Two years after any right to add new units was
last exercised; or



(4)  The day the developer, after giving written
notice to unit owners, records an instrument voluntarily surrendering all
rights to control activities of the association.



A developer may voluntarily surrender the right to
appoint and remove officers and members of the board before termination of that
period, but in that event the developer may require, for the duration of the
period of developer control, that specified actions of the association or
board, as described in a recorded instrument executed by the developer, be
approved by the developer before they become effective.



(e)  Not
later than the termination of any period of developer control, the unit owners
shall elect a board of at least three members; provided that projects created after
May 18, 1984, with one hundred or more individual units, shall have an
elected board of at least nine members unless the membership has amended the
bylaws to reduce the number of directors; and provided further that projects
with more than one hundred individual units where at least seventy per cent of
the unit owners do not reside at the project may amend the bylaws to
reduce the board to as few as five members by the written consent of a majority
of owners or the vote of a majority of a quorum at any annual meeting or
special meeting called for that purpose.  The association may rely on its
membership records in determining whether a unit is owner-occupied.  A decrease
in the number of directors shall not deprive an incumbent director of any
remaining term of office.



(f) 
At any regular or special meeting of the association, any member of the board
may be removed and successors shall 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 unit owners and, otherwise, in accordance with all
applicable requirements and procedures in the bylaws for the removal and
replacement of directors and, if removal and replacement is to occur at a
special meeting, section 514B‑121(b). [L 2004, c 164, pt of §2; am L
2005, c 155, §3; am L 2006, c 273, §16]