FOR INFORMATIONAL USE ONLY. CONTACT MANAGEMENT OFFICE FOR OFFICIAL DOCUMENTS.
Regents Park Gardens Condominium
Kew Gardens Hills, New York
ARTICLE II. Board of Managers.
Section 1. Number and Qualification.
The affairs of the Condominium
shall be governed by a Board of Managers. Until the first meeting of the Unit
Owners pursuant to Section 1(a) of Article III of these By-Laws, the Board shall
consist of three (3) persons designated by Regent's Park Associates. The first
Board of Managers will resign and cause the President of the Condominium to
call the first annual meeting of Unit Owners within sixty (60) days of the First
Closing whereupon the Board will consist of four (4) persons designated by
Sponsor and two (2) persons elected or designated, as the case may be, by the
other Unit Owners. Notwithstanding, and in addition to the foregoing, the
Garage Unit Owner (whether Sponsor or otherwise) shall have the right, at all
times, to designate one member of the Board of Managers. The foregoing shall
be the composition of the Board elected at any annual meeting where the total
of the Common Interests of the Owners of all Unsold Units is equal to or greater
than fifty percent (50%); but not longer than five (5) years after the first closing
of title to a Unit. At any annual meeting where the total of the Common
Interests of the Owners of all Unsold Units is less than fifty percent (50%)
Sponsor shall not exercise voting control of the Board. However, the Sponsor
shall at all times, in the event it owns one or more residential Units, have the
right to designate one member of the Board.
All members of the Board shall be owners or mortgagees of Units, or, in the case of partnership Owners, shall be members, employees, agents or designees of such partnership, and in the case of corporate Owners, shall be officers, directors, stockholders, employees, agents or designees of such corporation, or in the case of fiduciary Owners or mortgagees, shall be the fiduciaries or officers, employees, agents or designees of such fiduciary or mortgagee, or in the case of the Sponsor, shall be agents or designees of the Sponsor, or of its partners or affiliates.
Section 2. Election and Term of Office. The term of office of the members of the Board elected by Unit Owners, other than the Sponsor or its designee, at the first meeting of the Unit Owners held pursuant to Section 1(a) of Article III of the By-Laws shall expire on the date of the second meeting of the Unit Owners held pursuant to Section 1(b) of Article III of the By-Laws. Until the total of the Common Interests of the Owners of all Unsold Units is less than fifty percent (50%). but not longer than five (5) years after the first closing of title to a Unit, the members of the Board elected by the Unit Owners shall serve for a term of one year. Except as provided in Section 1(d) of Article III. the term of office of two members of the Board elected at the first annual meeting of the Unit Owners where the total of the Common Interests of the Owners of Unsold Units is less than fifty percent (50%) shall be fixed at three (3) years, the term of office of two members of the Board shall be fixed at two (2) years and the term of office of two members of the Board shall be fixed at one (1) year. The member of the Board designated by the owner of the Garage Unit will serve for one year. The nominees for the Board receiving the highest number of votes at the meeting for the election of members thereof shall serve for the longest terms. At the expiration of the initial term of office of each member of the Board elected at the second meeting of the Unit Owners, his successor shall be elected to serve for a term of three (3) years. The members of the Board shall hold office until their respective successors shall have been elected by the Unit Owners.
Section 3. Powers and Duties.
The Board shall have the powers and duties
necessary for the administration of the affairs of the Condominium and may do
all such acts and things except for those acts and things which as by law or by
the Declaration or by the By-Laws may not be delegated to the Board of
Managers by the Unit Owners. The powers and duties of the Board shall include,
but shall not be limited to, the following:
(a) Operation, repair, improvement and/or replacement of the Common Elements described in the Declaration provided, however, that any expenditure in excess of $50.000 shall require the consent of fifty percent (50%) in number and Common Interest of the Unit Owners.
(b) Determination of the Common Expenses required for the affairs of the Condominium, including, without limitation, the operation and maintenance of the Property, and payment of the Common Expenses subject, however, to the limitations set forth in Article V, Section 13 of these By-Laws and in section of the Plan entitled "Rights and Obligations of the Unit Owners and the Board of Managers".
(c) Collection from the Unit Owners of the Common Charges of the Condominium.
(d) Employment and dismissal of persons employed for the maintenance and operation of the Property.
(e) Adoption and amendment of Rules and Regulations covering the details of the operation and use of the Common Elements and the 86 outdoor parking spaces contained in the Outdoor Parking portion of the Garage Unit.
(f) Opening and maintaining of bank accounts on behalf of the Condominium and designating the signatories required for such accounts.
(g) Purchasing or otherwise acquiring and holding, in the name of the Board, or its designee, corporate or otherwise, on behalf of all Unit Owners, Units surrendered by their Owners to the Board.
(h) Purchasing of Units at foreclosure sales or in accordance with the Board's Right of First Refusal as set forth in these By-Laws, or otherwise, in the name of the Board, or its designee, corporate or otherwise, on behalf of all Unit Owners.
(i) Acquiring and holding, in the name of the Board, or its designee, corporate or otherwise, on behalf of all Unit Owners, rights and interests in real and personal property for use in connection with the ownership and operation of the Property as a condominium.
(j) On behalf of all Unit Owners, selling, leasing, mortgaging, or otherwise dealing with Units acquired by the Board or its designee, corporate or otherwise.
(k) Organizing corporations to act as designees of the Board in acquiring title to Units or rights and interests in personal property for use in connection with the ownership and operation of the Property as a condominium, on behalf of all Unit Owners.
(l) Obtaining insurance for the Property, including the Units, and fidelity bonds, pursuant to the provisions of these By-Laws.
(m) Making of repairs, additions, and improvements to or alterations of the Property and making of repairs to and restoration of the Property in accordance with the provisions of these By-Laws after damage or destruction by fire or other casualty, or as a result of condemnation or eminent domain proceedings.
(n) Borrowing money on behalf of the Condominium when required in connection with the operation, care, upkeep, and maintenance of the Common Elements, provided, however, that (i) the consent of a majority of all Unit Owners shall be required for the borrowing of any sum in excess of $50,000, (ii) no lien to secure repayment of any sum borrowed may be created on any Unit and its appurtenant interest in the Common Elements without the consent of the Unit Owner, and (iii) the documentation executed in connection with any such borrowing shall provide that, if any sum borrowed by the Condominium Board shall not be repaid by the Condominium Board, any Unit Owner who pays to the creditor thereunder such proportion of the then outstanding indebtedness represented or secured thereby as such Unit Owner's Common Interest bears to the aggregate Common Interests of all Unit Owners shall be entitled to obtain from the creditor a release of any judgment or other lien that the creditor shall have filed, or shall have the right to file, against such Unit Owner's Unit.
(o) Levying and collecting fines and taking other appropriate actions against, and requiring surety or sureties from, Unit Owners for violations of the Rules and Regulations governing the operation and use of the Property, including the towing of illegally parked motor vehicles from the outdoor parking spaces portion of the Garage Unit and the imposition of towing fines and storage costs against the owners and/or drivers of such motor vehicles.
(p) Adjusting and settling claims under insurance policies pursuant to Article V, Section 2, and executing and delivering releases in settlement of such claims on behalf of all Unit Owners.
(q) Instituting actions or proceedings, in its discretion, on behalf of two or more of the Unit Owners, as their respective interests may appear, with respect to any cause of action relating to the Common Elements or to more than one Unit.
(r) Executing, upon the reasonable request of an owner of a Unit occupied by a Non-purchasing tenant or any other non-owner tenant, any and all documents that may be reasonably necessary to enable the Unit Owner to obtain (1) any J-51 or senior citizen tax abatement and/or (2) any rent increases that the Unit Owner may be entitled to receive as a result of capital improvements made to the Unit. The Board shall act promptly and without delay and any failure to so act shall entitle the requesting party (or its agent) to seek its remedies at law or in equity including, without limitation, actual, consequential and punitive damages.
(s) Approving any work including, but not limited to, the painting of stairwells, performed by individual Unit Owner to the Limited Common Elements.
(t) Carrying out any other duties imposed upon the Board by the Declaration and these By-Laws or by the Condominium Act.
Notwithstanding anything to the contrary contained in these By-Laws, until the total of the Common Interests of the owners of all Unsold Units is less than twenty-five percent (25%) of the total Common Interests, but not longer than 5 years after the First Closing, the Board may not, without the prior written consent of a majority of the Common Interests allocated to Unsold Units (i) make any addition, alteration, or improvement to the Common Elements or to any Unit, which would exceed in the aggregate the sum of $1,000 in any year, unless required by law or necessary for the health or safety (but not the general comfort and welfare) of the Unit Owners, (ii) assess any Common Charges for the creation of, addition to, or replacement of all or part of a reserve, contingency, or surplus fund unless the budget for such funds will not be increased over that of the year preceding the year for which such assessment(s) is (are) contemplated, (iii) hire any employee in addition to those in the employ of the Condominium on the date of the First Closing, (iv) enter into any service or maintenance contract for work not covered by contracts in existence on the date of the First Closing, (v) borrow money on behalf of the Condominium, (vi) expend more in any budget year, than the amounts projected on Schedule B for Management Fees, Insurance, or Legal Fees and Audit Fees, or (vii) amend the Declaration or these By-Laws if such amendment would alter or otherwise affect the rights of the Sponsor or its designee thereunder. The owner(s) of Unsold Units shall have the right to withhold consent to any of the foregoing actions.
If the owner of the Garage Unit is required by the terms of the garage or parking leases to render any service or perform any work which may only be rendered or performed with the permission and/or cooperation of the Condominium, the Condominium will give such permission or cooperation during the terms of such leases and of any renewals or replacements of such leases, but it shall not be required to expend any moneys in connection therewith unless it furnishes such service or work to the other Unit Owners.
Section 4. Compensation. No member of the Board shall receive any compensation from the Condominium for acting in his capacity as a member of the Board.
Section 5. Removal of Members of the Board of Managers. At any regular or special meeting of the Unit Owners, any one or more of the members of the Board, other than a member designated or elected by the Sponsor, may be removed with or without cause by a majority of the Unit Owners and, at such meeting or thereafter, a successor may be elected to fill the vacancy thus created. Any member of the Board whose removal has been proposed by the Unit Owners shall be given an opportunity to be heard at the meeting. A member of the Board designated or elected by the Sponsor may be removed without cause only by the Sponsor and only the Sponsor shall have the right to designate a replacement. A member of the Board designated by the Garage Unit Owner may only be removed by the Garage Unit Owner. If a member of the Board ceases to be a Unit Owner or a Unit mortgagee (or a partner, officer, director, stockholder or employee of a partnership, corporate owner, mortgagee, or fiduciary owner or any agent or designee of the foregoing as permitted under these By-Laws), then, unless such member is a designee or electee of the Sponsor, he shall be deemed to have resigned effective as of the date such ownership or mortgage interest ceased.
Section 6. Vacancies. Vacancies in the membership of the Board, when such vacancies are caused by any reason other than the removal of a member thereof by a vote of the Unit Owners, shall be filled by vote of a majority of the remaining members at a special meeting of the Board held for that purpose promptly after the occurrence of any such vacancy. Such special meeting may be held and the necessary vote may be taken even if the members present at such meeting may constitute less than a quorum, and each person so elected shall be a member of the Board until the next annual meeting of the Unit Owners, at which meeting a successor shall be elected for such member. Notwithstanding the foregoing, vacancies of members designated or elected by the Sponsor shall be filled only by the Sponsor and all other vacancies shall be filled only by the remaining members of the Board not designated or elected by the Sponsor or Garage Unit Owner, as the case may be.
Section 7. Managing Agent and Manager. After the expiration of the initial term of the Management Agreement with Kraus Realty Managers Ltd. executed at or prior to the First Closing pursuant to the Plan, the Board may terminate such employment in accordance with the terms of the Management Agreement and employ a managing agent and/or manager for the Condominium, at a compensation established by the Board, to perform such duties and services as the Board shall authorize, The Board may delegate to any manager or managing agent all of the powers granted to the Board by the By-Laws other than the powers set forth in subdivisions (b), (e), (f), (g), (h), (i), (k), (l), (n), (o), (p), (q), (r) and (s) of Section 3 of this Article II.
Section 8. Organization Meeting. The first meeting of the members of the Board following each annual meeting of the Unit Owners shall be held within ten (10) days thereafter, at such time and place as shall be fixed by a majority of the members of the Board and no written notice shall be necessary to the newly elected members of the Board in order legally to constitute such meeting provided a majority of the whole Board of Managers shall be present at such meeting.
Section 9. Regular Meetings. Regular meetings of the Board may be held at such time and place as shall be determined from time to time by a majority of the members of the Board, but at least four (4) such meetings shall be held during each calendar year. Notice of regular meetings of the Board shall be given, by mail or telegraph, to each member of the Board at least three (3) business days prior to the day named for such meeting.
Section 10. Special Meetings. Special meetings of the Board may be called by the President on three (3) business days notice to each member of the Board. Such notice shall be given by mail or telegraph, and shall state the time, place, and purpose of the meeting. Special meetings of the Board shall be called by the President or Secretary in like manner and on like notice on the written request of at least the (3) members of the Board.
Section 11. Waiver of Notice. Any member of the Board may, in writing and at any time, waive notice of any meeting of the Board, and such waiver shall be deemed equivalent to the giving of such notice. Attendance by a member of the Board at any meeting of the Board shall constitute a waiver of notice by such member of the time and place of the meeting. Any one or more members of the Board or any committee thereof may participate in a meeting of the Board or committee by means of a conference telephone or similar communications equipment allowing all persons participating in the meeting to hear each other at the same time. Participation by such means shall constitute presence in person at a meeting. If all the members of the Board are present at any meeting of the Board, no notice shall be required and any business may be transacted at such meeting.
Section 12. Quorum of Board of Managers. At all meetings of the Board, a majority of the members thereof shall constitute a quorum for the transaction of business, and the votes of a majority of the members of the Board present at a meeting at which a quorum is present shall constitute the decision of the Board. If at any meeting of the Board there shall be less than a quorum present, a majority of those present may adjourn the meeting from time to time. At any such adjourned meeting at which a quorum is present, any business which might have been transacted at the meeting originally called may be transacted without further notice. Any action required or permitted to be taken by the Board or any committee thereof may be taken without a meeting if all members of the Board or the committee consent in writing to the adoption of a resolution authorizing such action, and the writing or writings are fined with the minutes of the proceedings of the Board or the committee.
Section 13. Fidelity Bonds. The Board shall obtain a fidelity bond in the amount of $200,000 (including a $1,000 deductible) for all officers and employees of the Condominium and of the managing agent handling or responsible for Condominium funds. The Board may obtain such other fidelity bonds as it deems proper. The premiums on such bonds shall constitute a Common Expense.
Section 14. Liability of the Board of Managers.
The members of the Board
shall not be liable to the Unit Owners for any errors of judgment, negligence, or
otherwise, except for their own individual willful misconduct or bad faith. The
Unit Owners shall indemnify and hold harmless each of the members of the Board
against all liability to others arising from the members' acts as members of the
The members of the Board shall have no personal liability with respect to any contract which was made by them on behalf of the Condominium and which was within the scope of their authority. The liability of any Unit Owner arising out of any contract made by the Board, or out of the aforesaid indemnity in favor of the members of the Board, shall be limited to such proportion of the total liability thereunder as his interest in the Common Elements bears to the interests of all the Unit Owners in the Common Elements.
Every agreement made by the Board or by the managing agent or by the manager on behalf of the Condominium shall provide that the members of the Board, or the managing agent, or the manager, as the case may be, are acting only as agents for the Unit Owners and shall have no personal liability thereunder (except as Unit Owners) and that any liability thereunder shall be limited to such proportion of the total liability thereunder as his interest in the Common Elements bears to the interest of all Unit Owners in the Common Elements.
Members of the Board designated by the Sponsor shall not incur any liability for self-dealing in connection with any contract made by the Board on behalf of the Unit Owners with the Sponsor, provided that any payment under such contract shall be at the then competitive rates for similar goods and services in the City of New York.
Section 15. Executive Committee. The Board may, by resolution duly adopted, appoint an Executive Committee to consist of members of the Board, at least one of whom shall be a member designated by the Sponsor so long as the Sponsor has the right to designate a member of the Board. As may be permitted by law, such Executive Committee shall have and may exercise all the powers of the Board in the management of the business and affairs of the Condominium during the intervals between the meetings of the Board, except that the Executive Committee shall not have the powers set forth in subdivisions (a), (b), (e), (f), (g), (h), (i), (n), (0), (p), (q), (r) and (s) of Section 3 of Article II.
Section 16. Other Committees. The Board may by resolution create such other committees as it shall deem appropriate and such committees shall have such powers and authority as the Board shall vest therein, The members of any such committee, at least one of whom shall be designated by the Sponsor so long as the Sponsor has the right to designate a member of the Board, shall be appointed by the President of the Condominium. Such committee shall not have power to do any act which the Executive Committee may not do under Section 15 of Article II.
Section 17. Access to Units. The Unit Owners shall have the irrevocable right, to be exercised by the Board, to have access to each Unit from time to time during reasonable hours to the extent necessary for the operation of the Property, or for making emergency repairs therein necessary to prevent damage to the Common Elements or to any Unit or Units.
FOR INFORMATIONAL USE ONLY. CONTACT MANAGEMENT OFFICE FOR OFFICIAL DOCUMENTS.