[§421H-3]  Contents of bylaws.  Thebylaws shall provide at least the following:

(1)  The election of a board of directors, the numberof persons constituting the board, and that the terms of at least one-third ofthe directors shall expire annually; the powers and duties of the board; themethod of removal from office of directors; and whether or not the board mayengage the services of a manager or managing agent, or both, and specifyingwhich of the powers and duties granted to the board by this chapter orotherwise may be delegated by the board to either or both of them.

(2)  Method of calling meetings of the shareholders;what percentage, if other than a majority of shareholders constitutes a quorum;and what percentage, consistent with this chapter, is necessary to adoptdecisions binding on all shareholders.

(3)  Election of a president from among the board ofdirectors who shall preside over the meetings of the board of directors.

(4)  Election of a secretary who shall keep the minutebook wherein resolutions shall be recorded.

(5)  Election of a treasurer who shall keep thefinancial records and books of accounts.

(6)  Operation of the property; determination andcollection of monthly carrying charge for each unit.

(7)  Designation and removal of personnel necessaryfor maintenance and repair.

(8)  Method of adopting and amending administrativerules and regulations governing the details of the operation and use ofcorporate property.

(9)  Two-thirds of the shareholders may at any timemodify or amend the bylaws, but each one of the particulars set forth in thissection shall always be embodied in the bylaws.

(10)  All members of the board of directors except forinitial provisional directors shall be shareholders.  There shall not be morethan one representative on the board of directors from any one dwelling unit.

(11)  A director shall not cast any proxy vote at anyboard meeting, nor shall a director vote at any board meeting on any issue inwhich the director has a conflict of interest.

(12)  No employees of the cooperative shall serve onthe board of directors.

(13)  The board of directors shall meet at least once ayear.

(14)  Notices of shareholders' meetings, whether annualor special, shall be delivered to each shareholder at least fourteen days priorto such meeting, and shall contain at least:  the date and time of suchmeeting; the place of such meeting; and the items on the agenda of suchmeetings.

(15)  All board of directors' meetings shall beconducted in accordance with Robert's Rules of Order, or other accepted rulesfor the conduct of meetings.

(16)  The shareholders may require, by vote at theannual meeting, a yearly audit of the corporate books by a certified publicaccountant.

(17)  Notice of the annual board meeting shall be givenin a reasonable manner at least fourteen days, if practicable, prior to suchmeeting.

(18)  That the minutes of meetings of the board ofdirectors, shareholders, and the corporation's financial statements shall beavailable for examination by shareholders at convenient hours at a placedesignated by the board.

(19)  A proxy shall only be valid for the meeting towhich the proxy pertains and its adjournments, may designate any person asproxy, and may be limited as the shareholder desires and indicates; providedthat no proxy shall be irrevocable. [L 1987, c 105, pt of §1]