BY-LAWS OF
THE ATLANTIC PALCE CONDOMINIUM ASSOCIATION
ARTICLE I
APPLICABILITY, MEMBERS MEMBERSHIP
AND DEFINITIONS
1.01 These are the By-Laws of THE ATLANTIC PALACE CONDOMINIUM
ASSOCIATION (hereinafter called the “ASSOCIATION”), a
non-profit corporation of the State of New Jersey. The administration
and management of the Condominium and the Condominium Property and
the actions of the Association and the Members thereof shall be governed
by these By-Laws, subject to the Master Deed of The Atlantic Palace,
which is incorporated herein by reference.
1.02 All present and future Unit Owners, tenants, future
tenants, their licensees, invitees, servants, agents, employees and
any other person or persons who shall be permitted to use the Condominium
Property of the Condominium, shall be subject to these By-Laws and
to the Rules and Regulations issued by the Association to govern the
conduct of its members. Acquisition, rental or occupancy of any of
the Units in the Condominium shall be conclusively deemed to mean
that the Unit Owner, tenant or occupant has accepted and ratified
these By-Laws and the Rules and Regulations of the Association and
will comply with them.
1.03 As used throughout these By-Laws, the term “Member”
means the Unit Owner of a Unit in the Condominium. Other terms used
herein shall have the same meanings set forth in the Master Deed.
1.04
(a) Membership in the Association shall be limited
to the Unit Owners in the Condominium provided that whenever title
to such Unit is vested in two or more persons, such co-owners shall
be entitled jointly to only one vote for their particular unit,
pursuant to Article III of these By-Laws.
b. In the event that a Unit Owner shall lease or
permit another to occupy his Unit, the tenant or occupant shall
be permitted to enjoy the Condominium Property to the extent that
such Unit owner shall be entitled, but shall not vote in the affairs
of the Association, unless he shall be designated the Voting Representative.
The term “occupant” shall mean any and all individuals
using a Unit with the permission of the Unit Owner, whether as a
guest, tenant or otherwise. The use of the Condominium Property
shall be limited to Unit Owners, tenants and occupants of Units
and their licensees, invitees, servants, agents and employees.
c. If a Unit is owned by more than one individual
or is owned by a corporation or partnership, or if a Unit is under
lease, then the individual entitled to cast the vote for such Unit
shall be the individual named in the certificate (said individual
being in these By-Laws called the “Voting Representative”).
d. Every lawful transfer of title to the Unit Owner’s
Unit shall include membership in the Association and upon making
such transfer; the previous Unit Owner’s membership shall
automatically terminate. Except as aforesaid, membership in the
Association may not be assigned or transferred and any attempted
assignment or transfer thereof shall be void and of no effect.
e. Each Unit Owner shall receive a Certificate, which
shall be numbered and entered upon the books of the Association
as it is issued. Upon presentation of satisfactory proof of the
change of ownership of the Unit to the Secretary of the Association,
the old certificate of membership of the Unit shall be cancelled
and a new certificate of membership issued to the new Unit owner.
f. In the determination of the record date for the
purpose of voting, the ownership of the Unit upon the membership
list of the Association shall control.
g. The Trustees shall have power to close the membership
list for ten (10) days preceding any special or annual meeting of
the Unit Owners.
1.05 All voting by the Board of trustees, Unit Owners
and the Association shall
be by secret ballot.
ARTICLE II
PRINCIPAL OFFICE
2.01 The principal office of the Association shall be
at New York Avenue at the Boardwalk, Atlantic City, New Jersey, but
thereafter may be located at such other suitable and convenient place
or places as shall be permitted by law and designated by the Trustees.
ARTICLE III
MEETINGS OF MEMBERS: VOTING
3.01 All annual and special meetings of the Members
of the
Association shall be held at the principal office of the Association
or at such other suitable and convenient place as may be permitted
by law and from time to time fixed by the Trustees and designated
in the notices of such meeting.
3.02 The first annual meeting of the Unit Owners shall
be held on call of the Board no more than sixty (60) days after twenty-five
(25%) percent of the Units have been sold and conveyed. Said meeting
shall be considered the first annual meeting of the Unit Owners. At
said meeting, two (2) members of the five (5) person Board of Trustees
shall be elected by the Unit owners from among the Unit Owners other
than the Developer, and three (3) members shall by appointed by the
Developer. The Board appointed by the Developer shall act until the
elections has been completed at said first meeting.
3.03 Within sixty (60) days after conveyance of seventy-five (75)
percent of the Units, the Developer’s control of the Board of
Trustees shall terminate, at which time the Unit Owners shall elect
the entire Board of Trustees; provided, however, that the Developer
may appoint one (1) member of the Board of Trustees so long as there
are any units remaining unsold in the regular course of business.
3.04 The Developer may surrender control of the Board of Trustees
of the Association prior to the time specified, provided the Unit
Owners agree by a majority vote to assume control.
3.05 Upon the assumption by the Unit Owners of control
of the Board of Trustees of the Association, the Developer shall forthwith
deliver to the Association all items and documents pertinent to the
Association such as, but not limited to, a copy of the Master Deed,
Declaration of Covenants and Restrictions, documents of creation of
the Association, By-Laws, minute book, including all minutes, any
rules and regulations, an accounting of Association funds, Association
funds, all personal property, insurance policies, government permits,
a membership roster and all contracts and agreements relative to the
Association.
3.06 The Association, when controlled by the Unit Owners, shall not
take any action that would be detrimental to the sales of Units by
the Developer and shall continue the same level of maintenance, operation
and services as immediately prior to their assumption of control,
until the last unit is sold.
3.07 From time of conveyance of seventy-five (75%) percent
of the lots, parcels, units or interests until the last lot, parcel,
unit or interest in the development is conveyed in the ordinary course
of business, the Master Deed, By-Laws or Declaration of Covenants
and Restrictions shall not require the affirmative vote of more than
seventy-five (75%) percent of the votes to be cast in order to amend
the By-Laws or rules and regulations.
3.08 After the first annual meeting, special meetings
of the Unit Owners may be called by the President whenever he deems
such a meeting advisable, or shall be called by the Secretary when
so ordered by the Board, or upon the written request of members representing
not less than twenty-five (25%) percent of all votes entitled to be
cast at such meetings. Such request shall state the purpose (s) of
such meeting and matters proposed to be acted upon. Unless Unit Owners
representing at least fifty (50%) percent of all votes entitled to
be cast request such a meeting in writing, no special meeting may
be called to consider any matter which is substantially the same as
a matter voted upon at any meeting of the Unit Owners held during
the preceding twelve (12) months.
3.09 For the purpose of determining the Unit Owners
entitled to notice of any meeting of the members, or any adjournment
thereof, or for the purpose of any other action, the trustees shall
fix in advance a date as the record date for such determination. Such
date shall not be more than twenty (20) nor less than ten (10) days
before the date of the meeting. If no record date is fixed, then the
date shall be deemed to be the tenth day before the date of the meeting.
3.10 Notice and agenda of meetings of the Members of
the Association shall be in writing. Notice of all meetings of the
Association shall also be given to those holders of mortgages on Units
in the Condominium who have advised the Association, in writing, of
their desire to received such notices. Notice and agenda of the meetings
other than the annual meeting shall indicate and state that it is
being issued by or at the direction of the person or persons calling
the meeting. Such notice and agenda shall be mailed or delivered not
less than five (5), nor more than thirty (30) days prior to the date
of the meeting. Notice of all meetings at which disposition is be
made of the assets or the granting of rights or easements in the Condominium
Property must also be given to the holders of the first mortgages
on the Units.
3.11 Notice and agenda of meetings need not be given
to any Unit Owner who personally, or by his Voting Representative,
signs a waiver of notice, whether before or after the meeting, provided
that no such waiver or notice shall affect the right of a mortgagee
to receive notice. The attendance at a meeting of any Unit Owner or
his Voting Representative, without protesting prior to the conclusion
of the meeting the lack of proper notice of such meeting, shall constitute
a waiver of notice of the meeting by him.
3.12 A quorum at meetings of the Unit Owners shall consist
of Unit Owners or their Voting Representatives holding fifty-one (51%)
percent of the total outstanding votes of the Association. The subsequent
joinder of a Unit Owner of his Voting Representative in the action
taken at a meeting by signing and concurring in the minutes thereof
shall constitute the presence of such person for the purpose of determining
a quorum. When a quorum is once present to organize the meeting it
cannot be broken by the subsequent withdrawal of a Unit Owner or Owners
or his or their Voting Representatives. The Unit Owners or their Voting
Representatives present may adjourn the meeting despite the absence
of a quorum. In the event of any such adjourned meeting, no further
notice of the adjourned meeting need be given to any of the Member.
3.13 The voting rights of Unit Owners shall be based
upon one (1) vote for each Unit or Commercial Unit in the Condominium
owned by said Unit Owner.
3.14 Only Unit Owners in good standing shall be entitled
to vote in the affairs of the Association at any annual or special
meeting thereof. Such Unit Owner shall be deemed to be in “Good
Standing” and “entitled to vote” if, and only if,
he shall have fully paid all assessments made or levied against him
and his Unit or Units by the Trustees as hereinafter provided, together
with all interest, costs, attorneys’ fees, penalties and other
expenses, if any, properly chargeable to him and against his Unit
or Units, at least three (3) days prior to the date fixed for such
annual or special meetings.
3.15 A Unit which has been acquired by the Association
in its own name or in the name of its Agent, designee or nominee on
behalf of all the Unit Owners shall not be entitled to vote so long
as it continues to be so held.
3.16 As to matters involving the disposition of assets,
or the granting of rights or easements in the Condominium Property,
the affirmative vote of Unit Owners or their Voting Representatives
representing a majority of the total outstanding votes of the Association
shall be necessary. In addition thereto, such matters must be approved
by the unanimous vote of all Institutional Mortgage Lenders holding
first mortgages on Units in the property. All other decisions of the
members, unless otherwise expressly set forth herein shall require
for passage, the affirmative vote of the Unit owners or their Voting
Representatives representing a majority of the total votes represented
at any given meeting at which a quorum is present. “Disposition
of assets” shall not be deemed to encompass termination of the
Condominium as set forth in Section 15 of the Master Deed.
3.17 Any action involving the disposition of assets
or the granting of rights or easements in the Condominium Property,
or the amendment of these By-Laws may be taken without a meeting on
such matters if the matter is approved by the written consent of the
required number of Unit owners and mortgagees. Approval or disapproval
of a Unit Owner on any matter whether or not the subject of a meeting
shall be by the person holding title to such Unit on the books of
the Condominium at the time of the execution of this instrument or
his Voting Representative, if no meeting is being held, or by the
person owning such Unit on the record date, or his Voting Representative,
if such record date has been fixed and meeting is to be held.
3.18 The order of business at the annual meeting of
the Members shall be:
(a) Calling of the roll
(b) Proof of Notice of the meeting or Certification as to waivers
(c) Selection and appointment of inspectors of election
(d) Election of Trustees
(e) Reading of minutes of preceding meeting
(f) Reports of the Officers
(g) Reports of the Trustees
(h) Reports of the Committees
(i) Unfinished business
(j) New Business
(k) Adjournment
3.19 The order of business at all other meetings of the Members shall
as far as practical conform to the order of business at the annual
meeting insofar as the special purpose of the meeting will permit.
ARTICLE IV
BOARD OF TRUSTEES
4.01 The Condominium shall be administered and managed
and the affairs of the Association shall be governed by a Board of
Trustees consisting of five (5) persons, each of whom shall be over
the age of eighteen (18) years. With the exception of those Trustees
appointed by the Developer, all persons serving as Trustees must be
Unit Owners, with at least one (1) Trustee being a Commercial Unit
Owner.
4.02 Subject to the provisions of the Master Deed, at
the first election, two Trustees shall be elected to serve for a term
of three years, two to serve for two years, and one to serve for one
year. At all subsequent elections the Trustee or Trustees to be elected
at such election shall be elected for a term of three years. The trustees
designated in the Articles of Incorporation of the Association shall
act as Trustees until their successors shall have been elected and
qualified at the first annual meeting of the members. Each Trustee
shall serve until his successor shall be elected and qualified and
shall serve without compensation.
4.03 (a) At least two (2) months preceding the annual
meeting of the Members, the President shall appoint a nominating committee
of three, at least one of whom shall be a member of the Board of Trustees
whose term of office does not expire at the ensuing annual election.
The nominating committee, after considering the qualifications of
individuals and consulting with the Developer under the Master Deed
while it holds ten (10) or more Units, shall select an individual
or individuals to be nominated as a Trustee. Such committee shall
report its nominees to the President at least fifteen (15) days prior
to the date of the annual meeting.
(b) Any five (5) Unit Owners in good standing, or
the Unit Owner of
five (5) or more Units may nominate candidates to the Board of Trustees
by presenting such nominations in writing signed by them to the
Secretary. Such petition shall be presented no less than fifteen
(15) days before the annual meeting.
(c) At Least ten (10) days prior to the annual meeting
the Unit Owners shall be notified in writing of all candidates to
the Board of Trustees and shall be furnished with ballots. The names
of all candidates shall be either typed or printed upon all ballots.
Where there is more than one candidate such names shall be arranged
in alphabetical order.
(d) Those candidates receiving the greater number
of votes out of the number to be elected shall be declared elected
and in case of a tie vote as to the last place to be filled, a new
ballot shall be cast in order to determine the last successful candidate
excluding those with a smaller number of votes who shall be declared
defeated. Cumulative voting shall not be permitted.
(e) Unit Owners or their Voting Representatives may
cast their vote to the annual meeting by depositing their ballots
with the Secretary to be opened by him at the meeting and are not
required to be present at the meeting to cast their ballots for
the election of the Trustees.
4.04 If the office of any Trustee shall become vacant
by reason of his death, resignation, retirement, disqualification,
removal from office or otherwise, the remaining Trustees, at a special
meeting duly called for such purpose, shall choose a successor who
shall serve for the remaining unexpired term of the Trustee replaced.
4.05 Trustees (except those selected by the Developer
under the Master Deed) may be removed with or without cause, by the
affirmative vote of Unit Owners or their Voting Representatives having
two-thirds (2/3) of the total number of votes of the Association at
any annual or special meeting of Members duly called for such purpose.
When a member of the Board of Trustees who has been elected by Unit
Owners other than the Developer is removed or resigns, that vacancy
shall be filled by a Unit Owner other than the Developer.
4.06 The first or organizational meeting of each newly
elected Board of Trustees shall be held immediately upon adjournment
of the meeting of Members at which they were elected and at the same
place where the meeting of Members was held, provided a quorum is
present. If a quorum of the Board is not then present, such first
or organizational meeting shall be held as soon thereafter as may
be practicable provided notice is given to each Trustee as set forth
in 4.07 of this Article or unless waived as provided in 4.03 of this
Article.
4.07 The Board of Trustees shall meet regularly at least
quarter-annually on such day as the Board may fix. The meetings shall
be held at the principal office of the Association or at such other
place as the Board may determine. The annual meeting of the Board
shall be held immediately following the annual meeting of the Members
at the place where such annual meeting of the Members is held. A special
meeting of the Board may be called by the President or Vice-President
on two days notice given either in writing, in person, by telephone,
or by wire to each Trustee. Such special meeting must be called on
the demand or request of two members of the Board.
4.08 Regular meetings once established may thereafter be held without
notice at the time and place agreed upon by the Board. If the time
or place of a regular meeting is changed by circumstances beyond the
control of the Board, notice of the change shall be given in the same
manner as for a special meeting. Notice of a meeting need not be given
to any Trustee who submits a waiver of notice, whether such waiver
be before or after the meeting. Attendance at the meeting shall be
deemed to be a waiver of notice thereof.
4.09 At all duly convened meetings of the Board of Trustees,
a majority of the Trustees shall constitute a quorum for the transaction
of business except as otherwise expressly provided in these By-Laws
or by law, and the acts of the majority of the Trustees present at
such meeting in which a quorum is present shall be the acts of the
Board of Trustees. If at any meeting of the Board of Trustees there
shall be less than a quorum present, the Trustee or Trustees present
may adjourn the meeting from time to time, and at any such adjourned
meeting at which a quorum is present, any business that might have
been transacted at the meeting as originally called may be transacted
without further notice to any Trustee. Members of the Board of Trustees
may vote by proxy.
4.10 The Board of Trustees shall have and exercise all
lawful powers and duties necessary for the proper conduct and administration
of the affairs of the Association and the administration and management
of the Condominium and Condominium Property, and may do or cause to
be done all such other lawful acts and things as are not by law, by
these By-Laws or otherwise, directed or required to be done or exercised
by the Unit Owners or by others. In this performance of its duties
as the administering body of the Association and Condominium, the
Board of Trustees shall have powers and duties set forth in the Condominium
Documents, including but not limited to the following:
(a) The operation, management, maintenance, renewal,
replacement, repair, care, cleaning, upkeep, protection, and surveillance
of the Condominium and the Condominium Property and all other property,
real or personal of the Association.
(b) The preparation not later than December 1 of each
calendar year of a budget or estimate of Common Expenses for the
next succeeding fiscal year which shall include, but not limited
to, reasonable reserves for depreciation, retirements and renewals.
The total amount of such budget or estimate shall be assessed against
all of the Units proportionate to their percentage interests. The
amounts thus found applicable to each Unit shall be payable by the
Unit Owner thereof to the Association in equal monthly installments
as provided in the Master Deed. On or before the due date of the
first installment, the Association shall prepare and delivery or
mail to each Unit Owner and the holder of any first Mortgage a statement
showing the amount thereof and the amount assessed against such
Unit for the entire fiscal year and shall not be obligated to give
notice of any subsequently accruing monthly payments for such fiscal
year. The omission of notice of such installment shall not relieve
such Unit Owner from his obligation to pay such monthly installments
promptly when and as they become due and payable. The omission by
the Board of Trustees to fix the assessments for the next fiscal
year shall not be deemed a waiver or modification in any respect
of the provisions hereof or the Condominium Documents, or a release
of the Unit Owners from the obligation to pay the assessments, or
any installment of any such year, but the assessment fixed for the
preceding fiscal year shall continue until a new assessment is fixed.
(c) By majority vote of the Board to adjust or increase
the amount of any annual assessment for the Common Expenses and
quarterly installments thereof, and to levy and collect in addition
thereto special assessments for Common Expenses in such amounts
as the Board may deem proper, whenever the Board is of the opinion
it is necessary to do so in order to meet increased operating costs,
or additional capital expenses, or because of emergencies, provided,
however, that all such increased or special assessments shall be
made or levied against the Unit Owners and the Units owned by them
respectively proportionate to their percentage interests.
(d) To use and expend any sums collected from such
assessment for the operation, management, maintenance, renewal,
replacement, repair, care, cleaning, upkeep, surveillance and protection
of the Condominium Property and all of the real and personal property
of the Association. No expenditures for capital improvements in
excess of $25,000.00 for any one item shall be made by the Trustees
without the affirmative vote of the Unit Owners or their Voting
Representatives representing a majority of the total votes at an
annual meeting or special meeting called for that purpose at which
a quorum was present. In addition, thereto, any such expenditure
of over $25,000.00 must be approved by all Institutional Mortgage
Lenders holding first mortgages on Condominium Units. In the event
there shall be any surplus remaining at the end of each fiscal year,
then the same shall be returned or credited to the Unit Owners in
a proportionate amount and as originally paid by each Unit Owner,
as soon as practicable after the end of such fiscal year.
(e) To require all officers and employees of the Association
responsible for funds of the Association or adequate fidelity bonds,
in form, penalties and with corporate surety satisfactory to the
Board of Trustees. The premiums on such bonds shall be paid by the
Association as part of the Common Expenses.
(f) To pay all taxes and assessments levied or assessed
against any property of the Association, exclusive of any taxes
or assessments levied against any Unit or otherwise property chargeable
to the Unit owner or Unit Owners thereof.
(g) To employ and dismiss such clerks, workmen, janitors,
watchmen and other personnel, and to purchase or arrange for such
services, machinery, equipment, tools, materials and supplies, as
in the opinion of the Board of Trustees may from time to time be
necessary for the proper operation and maintenance of the Condominium
and the Condominium Property, except the portions thereof required
to be maintained by Unit Owners.
(h) To collect delinquent levies or assessments made
by the Association through the Board of Trustees against any Units
and the respective Unit Owners thereof, together with costs and
expenses incurred in connection therewith, including but not limited
to, filing fees, court costs and attorneys’ fees, whether
by suit or otherwise, to abate nuisances and enforce observances
of the Rules and Regulations relating to the Condominium, by injunction
or such other legal action or means as the Board of Trustees may
deem necessary or appropriate.
(i) To employ or retain legal counsel, engineers and
accountants and to fix their compensation whenever such professional
advice or services may be deemed necessary by the Board for any
proper purposes of the Association, including but not limited to
those hereinbefore or hereinafter referred to in these By-Laws.
(j) To cause such operations account, and escrow and
other accounts, if any, to be established and opened as the Board
of Trustees may deem appropriate from time to time and as may be
consistent with good accounting practices.
(k)
(1) To cause a complete audit of the books and accounts
of the Association to be made by a competent independent accountant
at the end of each fiscal year, and at such other times or times
as may be deemed necessary. The Board of Trustees shall also prepare
at the end of each fiscal year and furnish to the Unit Owner of
each unit a report of the business and affairs of the Association
showing its transactions and reflecting fully and accurately its
financial condition.
(2) To keep detailed books of account, in chronological
order, of the receipts and expenditures affecting the Condominium
and its administration and specifying the amount of the Common
Expenses, Common Receipts and any surplus, and the portions thereof
attributable to each Unit.
(l) To make and enforce compliance with such reasonable
Rules and Regulations relative to the operation, use and occupancy
or the Units, the Common Elements and other Condominium Property,
and to amend the same from time to time as the Board shall deem
necessary or appropriate, which Rules and Regulations when approved
by appropriate resolutions shall be binding on the Unit Owners,
and the tenants and occupants of Units. A copy of such Rules and
Regulations and copies of any amendments thereof shall be subject
to change by a majority of Unit Owners.
(m) The Board of Trustees shall maintain the insurance
and keep the Condominium Property insured as provided in Section
II of the Master Deed. The Board of Trustees shall review the insurance
requirements and limits thereof once each year.
(n)
(1) The Association shall pay, through the Institutional
Trustee, the premiums on the aforementioned policies as Common
Expenses. In the event the amount of any premium of such insurance
shall be increased above the normal premium because of a particular
use of, or hazard or risk in, a Unit, then the Unit Owner of such
Unit shall be liable for the increase.
(2) To collect all proceeds of all casualty or physical
damage insurance, through the Institutional Trustee, and to apply
the same towards the cost of repair, restoration or replacement
of any damaged Condominium Property in accordance with the provisions
of the Master Deed and these By-Law.
(o) To prosecute all proceedings with respect to the
taking, injury or destruction by eminent domain of the Common Elements
or any part thereof, or any part of the Condominium Property, provided,
however, that the Board of Trustees shall not compromise any claim
without the affirmative vote of Unit Owners or their Voting Representatives
representing at least a majority of the total outstanding votes
of the Association at an annual meeting or special meeting thereof
called for that purpose, as distinct from merely the majority of
the votes at such meeting. The Board of Trustees shall also determine
whether it shall be appropriate to apply any sums payable with respect
to such taking, injury or destruction to the repair or replacement
of the Common Elements or Condominium Property injured or destroyed
as a result thereof and shall distribute any sums not so applied
as provided in the Master Deed.
(p) To purchase any Unit in the Condominium on which
the Association has a lien as a result of the failure of a Unit
Owner to pay his share of Common Expenses following execution upon
such lien in order to protect the interest of the Association and
the Members thereof, and to purchase and lease Units pursuant to
the Master Deed, and to hold, lease, sublet, mortgage and convey
the same.
(q) To lease or license the use of Common Elements
in a manner not inconsistent with the rights of the Unit Owners.
(r) In its discretion to employ a professional Managing
Agent and to delegate to such Agent the following powers and duties:
1. Ministerial duties, which by the Condominium
Act are not required to be done by the Association or the Unit
Owners.
2. Powers which require only ministerial functions
in order to carry our the intent and purpose of the power, which
powers are not required to be enforced only the Association or
the Unit Owners; and
3. Delegate all powers and duties not prohibited
by law or by these By-Laws.
(s) To contract and enter into equipment rental leases,
including but not limited to, amusement and food and drink vending
machines, the proceeds of which shall inure to the benefit of the
Association.
(t) To take such action as may be necessary to comply
promptly with any and all orders or requirements affecting the Association
placed thereon by any federal state, county or municipal authority
having jurisdiction thereof and order of the Board of Fire Underwriters
or other similar bodies.
(u) To enforce obligations of Unit Owners, to allocate
profits and expenses and to do anything and everything else necessary
and proper for the sound management of the Condominium Property
including the right to bring lawsuits to enforce the rules and regulations
promulgated by the Board. The Board shall have the power to levy
fines against the Unit Owners for violations of rules and regulations
established by it to govern the conduct of the Unit Owners. No fine
may be levied for more than $25.00 for any violation; and may not
be imposed without at least any one violation; and may not be imposed
without at least ten (10) days notice to the Unit Owner to be heard
by the Board prior to the imposition of any find, or to cure said
violation. For each day a violation continues after notice it shall
be considered a separate violation. Collection of the fines may
be enforced against the Unit Owner or Unit Owners involved as if
the fine were a common charge owed by the particular Unit Owner
(s).
(v) To employ any person, firm or corporation to repair,
maintain and renovate all Common elements, to seed, sod, plant,
transplant, prune, fertilize, water, cut destroy, pull plants up
or out, spray substances, put pesticides or other chemical or biological
agents in, under or above the water or grounds, grass, trees, to
erect, repair, maintain and renovate recreational facilities which
may be part of the Common Elements; to build, erect, repair, maintain
and renovate roads, walks or paths; to lay pipes, culverts, bury
utilities, put up lights or poles, erect signs and traffic controls
of various sorts.
(w) To invest and re-invest monies; to sue and be
sued; to collect interest, dividends, capital gains, exercise rights,
pay taxes, make and enter into contracts, insure, enter into leases
or concessions and to pass good and marketable title without the
necessity of any third party overseeing the application of the funds;
to make and execute any and all proper affidavits for various purposes,
including, but not limited to, title to real estate, compromise
any action without leave of court; to insure its own liability for
claims against it or for damage to the Association, including moral
claims; and to prepare affidavits for various purposes, including,
but not limited to, title to real estate and all other powers contained
herein, and those necessary and incidental thereto.
(x) To borrow and repay monies giving notes, mortgages
or other security upon such term or terms as it deems necessary
and incidental thereto.
(y) To perform such other duties as are contained
in the Master Deed or any amendment or supplement thereto, including
but not limited to the right:
(1) To employ professional counsel; to obtain advice
from persons, firms or corporations such as, but not limited to,
landscape architects, recreation experts, architects, planners,
biologists, lawyers, accountants and engineers.
(2) To set minimum standards for floor coverings
installed by all Unit Owners.
(3) To arrange for maintenance for roads, walkways
and parking areas as necessary.
(4) To arrange for the removal of refuse from all
buildings and common areas.
(5) To arrange for security protection as necessary.
(6) To cause Common Elements of the Condominium
to be maintained according to accepted standards, including painting,
and decorating, plumbing, steam cleaning, carpentry and such other
normal maintenance and repair work as may be necessary.
(7) In connection with the collection of any assessment
or other charge to impose an interest charge at the legal, maximum
if such payment is made after a date certain stated in such notice.
In the event that the Board shall effectuate collection of said
charges by resort to counsel, the Board may add to the aforesaid
charge or charges, a sum or sums of thirty (30%) percent of the
gross amount due as counsel fees, in addition to such costs allowable
by law.
ARTICLE V
OFFICERS
5.01 The officers of the Association shall be a President,
Vice-President, Secretary and a Treasurer. The Secretary may be eligible
to hold the office of Treasurer. The President and Vice-President
shall also be members of the Board of Trustees.
5.02 The officers of the Association shall be elected
annually by the Board of Trustees at the organization of each new
Board and shall hold office until their successors are elected or
appointed by the Board and qualify, provided that each officer shall
hold office at the pleasure of the Board of Trustees and may be removed
either with or without cause and his successor elected at any annual
or special meeting of the Board called for such purpose, upon the
affirmative vote of a majority of the members of the Board. The Board
of Trustees may, from time to time, appoint such other officers as
in their judgment are necessary.
5.03 The President shall be the chief officer of the
Association and shall preside at all meeting of the Members of the
Board of Trustees. He shall have the general powers and duties usually
vested in the office of the President of an Association, including
but not limited to, the power to appoint committees from among the
Members and Voting Representatives from time to time as he may deem
appropriate to assist in the conduct of the affairs of the Association.
He shall execute such deeds, leases, mortgages, bonds, notes, contracts
and other instruments, in the name and on behalf of the Association
and under its corporate seal when a seal is required, except when
such documents are required or permitted by law to be otherwise executed
and except when the signing and execution thereof shall be delegated
by the Board of Trustees to another officer or agent of the Association.
5.04 The Vice-President shall perform all duties as
shall be delegated to him by the President. He shall serve as chairman
of the respective committees which the President shall deem appropriate.
He shall exercise the powers and perform the duties of the President
in his absence or disability.
5.05
(a) The Secretary shall attend all meeting of the
board of Trustees and all meeting of the members and record all
votes and minutes of all meetings and proceedings, including resolutions,
in a minute book to be kept for that purpose and shall have charge
of the minute book and such records and papers as the Board shall
direct and perform all duties incident to the office of the Secretary,
including the preparation and sending of notices and agenda of meeting
to the Members, the Board of Trustees and committees and such other
duties as my be prescribed by these By-Laws or by the Board of Trustees
or the President. He shall also have custody of the corporate seal
and when authorized by the Board, shall affix the same to any instrument
requiring it and attest the same when appropriate.
(b) The Secretary shall compile and keep up-to-date
at the principal office of the Association, a complete list of the
Members and their last know post office addresses. Such list shall
also show opposite each Member’s name, the number of Unit
or Units owned by him, the percentage of Common Interest of the
Member in the Common Elements in the Condominium and the Voting
Representative, if any. This list shall be open to inspection by
all Members and other persons lawfully entitled to inspect the same
at reasonable hours during regular business days. The Secretary
shall also keep current and retain custody of the minute book of
the Association, containing the minutes of all annual and special
meeting of the Association and all resolutions of the Trustees.
5.06 The Treasurer shall have responsibility for the
Association’s funds and securities and shall keep full and accurate
accounts of receipts, disbursements in books belonging to the Association
and shall deposit all moneys, checks and other valuable effects in
the name and to the credit of the Association at such depositories
as may from time to time be designated by the Board of Trustees. He
shall disburse the funds of the Association as may from time to time
be ordered by the Board or by the President, making proper vouchers
for such disbursements and shall render to the president and Trustees,
at the regular meeting of the Board or whenever they or either of
them shall require and account of this transactions as Treasurer and
of the financial condition of the Association.
5.07 The officers of the Association shall serve without
compensations except that they shall be entitled to reimbursement
for all expenses reasonably incurred in the discharge of their duties,
unless one officer shall act as collection and/or management agent,
in which case a fee to be determined by the Trustees shall be allowed
Said fee shall be deducted without further approval, from the monies
collected each month and shall be shown accordingly on all accounting
records and statements.
ARTICLE VI
INDEMNIFICATION OF OFFICERS AND TRUSTEES
6.01 Subject to the provisions of the Master Deed, the
Trustees and officers shall not be liable to the Unit Owners for any
mistake of judgment, negligence or otherwise, except for their own
individual willful misconduct or bad faith. The Association shall
indemnify each Trustee and officer, his heirs, executors and administrators
against all loss, costs and expenses, including counsel fees, reasonably
incurred by him in connection with any action, suit or proceeding
to which he may be made a party by reason of his being or having been
a Trustee or officer of the Association, except as to matters as to
which he shall be finally adjudged in such action, suit or proceeding
to be liable for willful misconduct or bad faith to the extent such
parties are not so insured. In the event of a settlement, indemnification
shall be provided only in connection with such matters covered by
the settlement as to which the foregoing indemnification provisions
shall be treated by the Association as Common Expenses; provided,
however, that nothing in this Article contained shall be deemed to
obligate the Association to indemnify any Member or Unit Owner who
is or has been a Trustee or officer of the Association with respect
to any duties or obligations assumed or liabilities incurred by him
under and by virtue of his membership in the Association or his ownership
of a unit.
Nothing contained herein to the contrary shall serve
to exculpate members of the Board of Trustees appointed by the Developer
from their fiduciary responsibilities.
ARTICLE VII
MORTGAGES
7.01 A Unit Owner who mortgages his Unit shall notify
the Association of the name and address of his mortgagee and the Association
shall maintain such information in a book entitled “Mortgages
of Units”.
7.02 The Trustees, whenever so requested in writing
by a mortgagee of such Unit, shall promptly report any then unpaid
assessments for Common Expenses due from, or any other default by,
the owner of the mortgaged Unit.
7.03 The Trustees, when giving notice to a Unit Owner
of a default in paying assessments for Common Expenses or other default,
shall send a copy of such notice to each holder of a Mortgage covering
such Unit whose name and address has theretofore been furnished to
the Association.
7.04 Each mortgage of a Unit who shall have given the
aforesaid information to the Association shall be permitted to examine
the books of account of the Condominium at reasonable times, on business
days.
7.05 The term “Institutional Mortgage Lender”
whenever used in these By-Laws shall mean and include any bank, savings
and loan, insurance company, pension fund, or other similar commercial
lender. It shall also include the original Developer, or any affiliate
of the Developer, or any entity designated by the Developer which
provides purchase money financing.
7.06 Institutional Mortgage lenders holding mortgages
on Units in the Condominium shall be entitled to receive notice of
all meetings of the Condominium Association, such notice to be provided
to the Institutional Mortgage Lender within the same time parameter
that is required to be received by the Unit owner.
ARTICLE VIII
FISCAL YEAR
8.01 The fiscal year of the Association shall begin on the first day
of January in each year.
ARTICLE IX
CORPORATE SEAL
9.01 The corporate seal of the Association shall contain
the name “THE ATLANTIC PALACE CONDOMINIUM ASSOCIATION’,
the words “Incorporated”, “New Jersey”, and
the year of incorporation.
ARTICLE X
AMENDMENTS TO BY-LAWS
10.01 Amendment of the By-Laws shall be proposed by
either the Board of Trustees or by Unit Owners of at least seventy-five
(75) percent of the Units. The proposed amendment must be reduced
to writing and shall be included in the Notice of any meeting at which
action is to be taken thereon.
10.02 The Affirmative vote of Unit owners or their Voting
Representatives representing two-thirds (2/3) of the total outstanding
votes of the Association and the affirmative vote of one hundred (100%)
percent of the Institutional Mortgage Lenders holding mortgages on
Units in the Condominium shall be required to amend these By-Laws.
ARTICLE XI
PARLIAMENTARY RULES
11.01 Roberts Rules of Order (latest edition) shall
govern the conduct of proceedings of the Association and the Board
of Trustees.
ARTICLE XII
DISSOLUTION
12.01 In the event it shall be deemed advisable and
for the benefit of the Members of the Association that the association
shall be dissolved, the procedures concerning dissolution set forth
in Chapter 1, Section 20 of Title 15 of the Revised Statutes of the
State of New Jersey, entitled “Corporations and Associations
Not for Profit”, shall be followed.
12.02 In the event of dissolution, the assets of the
Association, after payment of all debts including mortgages and other
encumbrances, shall be distributed to the Unit Owners based upon their
respective interest in the Common Elements.
ARTICLE XIII
MISCELLANEOUS
13.01 Each residential Unit and each mortgagee of any
such Unit shall be permitted to examine the books of account of the
Board at convenient hours on business days that shall be established
by the Board and announced for general knowledge.
13.02 All notices hereunder to the Association shall
be sent by registered or certified mail to the Board in care of the
President of the Association. All notices to any Member, and to any
Mortgagee, shall be sent registered or certified mail to the address
of his Unit; or to such other address as may have been designated
by him from time to time, in writing, to the Board, and to the address
of the Mortgagee, as designated to the Board. All notices shall be
deemed to have been given when mailed, except notices of change of
address which shall be deemed to have been given when received.
13.03 While the developer maintains a majority of representation
on the executive board, he shall post a fidelity bond or other guarantee
acceptable to the Agency, in an amount equal to the annual budget.
For the second and succeeding years, the bond or other guarantee shall
include accumulated services.
13.04 While the developer maintains a majority of the
executive board, he shall have an annual audit of association funds
prepared by an independent accountant, a copy of which shall be delivered
to each unit owner within 90 days of the expiration of the fiscal
year of the association. The audit shall cover the operating budget
and reserve account.
ARTICLE XIV
ENFORCEMENT
14.01 The Association shall have the power, at its sole
option, to enforce the terms of this instrument or any rule or regulation
promulgated pursuant thereto, by any or all of the following: self-help,
by sending notice to the offending part to cause certain things to
be done or undone; by restoring the Association to its original position
and charging the breaching part with the entire cost or any part thereof,
by taking any other action before any court, summary or otherwise,
as may be provided by law; by complaint to the duly constituted authorities.
The foregoing shall be construed to be in addition to any other powers
granted herein and by the New Jersey Condominium Act and not in limitation
thereof.
ARTICLE XV
CONFLICT
Anything to the contrary notwithstanding, if any provision
of this instrument is in conflict with or in contradiction of the
Master Deed, the New Jersey Condominium Act, the Planned Real Estate
Development Full Disclosure Act, or with the requirements of any other
law, then the requirement of said Master Deed, said Act or other law
shall be deemed controlling.
THESE BY-LAWS are hereby adopted, accepted and fully
ratified as the By-Laws of THE ATLANTIC PALACE CONDOMINIUM ASSOCIATION
this 19th day of February, 1987.
