Declaration of
COVENANTS,
CONDITIONS and
RESTRICTIONS (CC&R's)
and
BYLAWS
prepared by
Cruise Ship Condos
LLC,
Developer and Declarant,
B Y L A W S
ARTICLE XII - OFFICERS
ARTICLE XIII - RECORDS AND REPORTS
ARTICLE X1V - INDEMNIFICATION OF AGENTS
ARTICLE XI - COMMITTEES
11.01. Committees of Directors. The Board may by resolution
adopted by a majority of the authorized number of directors designate one
or more committees, each consisting of two or more directors, to serve at
the pleasure of the Board. The Board may designate one or more directors
as alternate members of any committee to replace any absent member at any
meeting of the committee.
Ex Officio Members: The Declarants are automatically Ex Officio Members
of the Board of Directors and all Committees. The are invited to
participate in discussions but will not have voting rights unless elected
or assuming a full-time position as a member of the Board, or appointed to
voting membership by the Board or elected by the Committee in the usual
manner and in the normal course of business.
[The intent is to facilitate Administration and Operation by delegation
of responsibility and authority. Voting members should be continuous
members who attend most of the meetings and are current with the history
and status of subjects being voted upon.]
Committees will be of the following types:
Committees of Directors The Board may appoint one or more
committees that consist of one or more Directors. Such Committees, if
composed entirely of Board members, shall have and exercise, to the extent
provided in the resolution establishing the committee, the authority of
the Board to the management of the Association. The appointment of any
such committee shall not relieve the Board of the ultimate responsibility
for the administration and management of the condominium. The Litigation
and Dispute Resolution shall be of this type.
Other Committees Other committees, not having or exercising the
authority of the Board in the management of the Association, may be
appointed by the president or the directors, and such committees may be
composed of one or more members of the Association other than Board
members, but at least one member muste be a Board member.
Any such committee to the extent provided in the resolution of the Board
may have all the authority of the Board, within limitations noted in
committee definitions, except with respect to:
(a) The approval of any action which under the St. Vincent & The Grenadines Nonprofit Mutual Benefit Corporation Law also requires Members' approval;
(b) The filling of vacancies on the Board or in any committee which has the authority of the Board;
(c) The fixing of compensation of the directors for serving on the Board or on any committee;
(d) The amendment or repeal of Bylaws or the adoption of new Bylaws;
(e) The amendment or repeal of any resolution of the Board which by its express terms is not so amendable or repealable;
(f) The appointment of any other committees of the Board or the members thereof;
(g) The expenditure of corporate funds to support a nominee for director after there are more people nominated for director than can be elected.
11.02. Meetings and Action. Meetings and actions of committees shall be governed by and held and taken in accordance with the provisions of Sections 9.01 (place of meetings), 9.03 (regular meetings), 9.04 (special meetings), 9.05 (adjournment), 9.06 (waiver of notice and consent), 9.07 (quorum), 9.08 (action without meeting) and 9.09 (membership attendance), with such changes in the context of those Bylaws as are necessary to substitute the committee and its members for the Board, except that the time of regular meetings of committees may be determined by resolution of the Board as well as the committee; special meetings of committees may also be called by resolution of the Board; and notice of special meetings of committees shall also be given to all alternate members, who shall have the right to attend all meetings of the committee. The Board may adopt rules for the government of any committee not inconsistent with the provisions of these Bylaws.
11.03. Committees. Committees designated by the Board may include:
(a) A Budget and Finance Committee:
(b) A Recreational Committee which shall advise the Board on all matters pertaining to the recreational program and activities of the Association and shall perform such other functions as the Board in its discretion determines;
(c) An Operations: Committee which shall advise the Board on all matters pertaining to the maintenance, repair or improvement of Common Area and any Association Property within the Property and shall perform such other functions as the Board in its discretion determines;
(d) An Architecture Committee: (incorporate appropriate language from CC&R’s
(e) A Capital Improvements Committee:
(f) A Communications: Committee which shall inform the Members of all activities and functions of the Association and shall after consulting with the Board make such public releases and announcements as are in the best interests of the Association.
(g) An Amenities Committee:
(h) A Rules and Regulations Committee:
(j) A Risk Management
(k) A Membership Committee:
(h) A Dispute Resolutions Committee:
11.04. It shall be the duty of each committee to receive complaints from Members on any matter involving Association functions and duties within its field of responsibility. It shall dispose of such complaints as it deems appropriate or refer them to such other committee, director or officer of the Association as is further concerned with the matters presented.
OFFICERS
12.01. Officers. The officers of the Association shall be a President, a Vice President, a Secretary and a Chief Financial Officer. At the discretion of the Board, the Association may also have a Chairman of the Board, one or more additional Vice Presidents, one or more Assistant Secretaries, one or more Assistant Chief Financial Officers and such other officers as may be appointed in accordance with the provisions of Section 12.03. The President and the Chairman of the Board, if any, shall at all times be Directors. The Secretary and Chief Financial Officer and the holders of such other offices as may be created from time to time pursuant to resolution of the Board need not be Directors or Members. Any number of offices may be held by the same person, except that neither the Secretary nor the Chief Financial Officer may serve concurrently as either the President or the Chairman of the Board.
12.02. Election. The officers of the Association, except such officers as may be appointed in accordance with the provisions of Section 12.03 or Section 12.05, shall be chosen by the Board and each shall serve at the pleasure of the Board, subject to the rights, if any, of an officer under any contract of employment.
12.03. Subordinate Officers, Etc.. The Board may appoint such other officers as the business of the Association may require, each of whom shall hold office for such period, have such authority and perform such duties as are provided in these Bylaws or as the Board may from time to time determine.
12.0a. Resignation. Any officer may resign at any time by giving written notice to the Board or to the President or to the Secretary of the Association. Any such resignation shall take effect at the date of the receipt of such notice or at any later time specified therein; and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. Any such resignation is without prejudice to the rights, if any, of the Association under any contract to which the officer is a party.
12.05. Vacancies. A vacancy in any office because of death, resignation, removal, disqualification or any other cause shall be filled in the manner prescribed in these Bylaws for regular appointments to such office.
12.06. Chairman of the Board. The Chairman of the Board, if there shall be such an officer, shall, if present, preside at all meetings of the Board and exercise and perform such other powers and duties as may be assigned to him by the Board or prescribed by these Bylaws.
12.07. President. Subject to any supervisory powers given by the Board to the Chairman of the Board, the ?resident shall be the chief executive officer of the Association, and shall, subject to the control of the Board, have general supervision, direction and control of the business and officers of the Association. He shall preside at all meetings of the Members and, in the absence of the Chairman of the Board, at all meetings of the Board. He shall be an ex officio member of all the standing committees and shall have such other powers and duties as may be prescribed by the Board or these Bylaws.
12.08. Vice President. In the absence or disability of the President, the Vice President designated by the Board (if there is more than one Vice President) shall perform all the duties of the President and when so acting shall have all the powers of and be subject to all the restrictions upon the President. The Vice President shall have such other powers and perform such other duties as from time to time may be prescribed for him by the Board or these Bylaws.
12.09. Secretary. The Secretary shall keep or cause to be kept at the principal office (or such other place as the Board may order) a book of minutes of all meetings of directors, committees of directors and Members with the time and place of holding, whether regular or special, and if special how authorized, the notice thereof given, the names of those present at directors' and committee meetings, the Members present or represented at Members' meetings and the proceedings thereof. The Secretary shall keep or cause to be kept a membership register containing the name and mailing address and telephone number of each Member. Termination of any membership shall be recorded in the book together with the date on which the membership ceased.
The Secretary shall give or cause to be given notice of all the meetings of the Members and of the Board required to be given by these Bylaws, the Articles, the Declaration or by law, and he shall keep the seal of the Association in safe custody, and shall have such other powers and perform such other duties as may be prescribed by the Board or these Bylaws.
12.10. Chief Financial Officer. The Chief Financial Officer shall keep and maintain or cause to be kept and maintained adequate and correct books and records of accounts of the properties and business transactions of the Association. The books of account shall at all times be open to inspection by any Director.
The Chief Financial Officer shall deposit or cause to be deposited all monies and other valuables in the name and to the credit of the Association with such depositories as may be designated by the Board. He shall disburse or cause to be disbursed the funds of the Association as may be ordered by the Board, shall render to the President and directors whenever they request it an account of all of his transactions as Chief Financial Officer and of the financial condition of the Association, and shall have such other powers and perform such other duties as may be prescribed by the Board or these bylaws.
12.11. Compensation. No officer shall receive compensation for any service he may render to or on behalf of the Association; provided, however, that nothing contained herein shall be construed to preclude any officer of the Association from serving the Association as agent, counsel or in any capacity other than as officer and receiving compensation therefore, and it shall not be construed to preclude officers from being reimbursed for expenses incurred in the performance of their duties.
RECORDS AND REPORTS
13 01. Inspection of Association Records. The membership register referred to in Section 12.09, books and records of account and minutes of meetings of the Members, of the Board and of any committees of the Board shall be made available for inspection and copying by any Member, or by the duly appointed representative of such Member, at any reasonable time and for a purpose reasonably related to the interest of such Member as a Member of the Association, at the principal office of the Association or at such place within the Property as the Board shall, from time to time, prescribe. The Board shall establish reasonable rules with respect to: (i) notice to be given to the custodian of the records of the Association or of the Board by the Member desiring to make inspection of such records, (ii) the hours and days of the week when such an inspection may be made, and (iii) payment of the cost of reproducing copies of documents requested by a Member. Every Director shall have the absolute right at any reasonable time to inspect and make extracts and copies of all books, records and documents of the Association and to inspect physical properties owned or controlled by the Association.
13.02. Budgets and Financial and Other Statements. The Board shall prepare, or cause to be prepared, financial and other statements for the Association. Such financial and other statements shall be regularly prepared and copies shall be distributed to each Member (regardless of the number of Members or the amount of assets of the Association) as follows:
(a) A pro forma operating budget for each fiscal year consisting of at least the following information shall be distributed not less than forty-five days nor more than sixty days prior to the beginning of the fiscal year:
(i) Estimated revenue and expenses on an accrual basis.
(ii) The amount of the total cash reserves of the Association currently available for replacement or major repair of Common Area and Association Property and for contingencies.
(iii) An estimate of the current replacement costs, of the estimated remaining life of, and the methods of funding used to defray the costs of future repair, replacement or additions to, major components of the Common Area and Association Property for which the Association is responsible.
(iv) A general statement setting forth the procedures used by the Board in the calculation and establishment of reserves to defray the costs of repair, replacement or additions to major components of the Common Area and Association Property for which the Association is responsible.
(b) A balance sheet, as of an accounting date which is the last day of the month closest in time to six months from the date of closing of the first sale of a Unit, and an operating statement for the period from the date of the first closing to such accounting date, shall be distributed within sixty days after such accounting date. This operating statement shall include a schedule of Assessments received and receivable identified by the number of the Unit subject to each Assessment and the name of the Owner of such Unit.
(c) An annual report ("Annual Report") consisting of: (i) a balance sheet as of the last day of the Association's fiscal year; (ii) an operating (income) statement for that fiscal year; (iii) a statement of changes in financial position for that fiscal year; (iv) a statement of the place where the names and addresses of the current members are located; and (v) a copy of the review of the Annual Report referred to in the next subsection, shall be distributed within one hundred twenty days after the close of the fiscal year.
(d) A review of the Annual Report prepared in accordance with generally accepted accounting principles by a licensed account shall be required for any fiscal year in which the gross income of the Association exceeds $75,000.00 and shall be distributed within one hundred twenty days after the close of such fiscal year.
(e) If the Annual Report is not prepared by an independent accountant, the Annual Report shall be accompanied by the certificate of the Chief Financial Officer that the Annual Report was prepared without independent audit from the books and records of the Association.
(f) A statement of the Association's policies and practices in enforcing its remedies against Members for defaults in the payment of Assessments, including the recording and foreclosing of liens against Units, shall be distributed within sixty days prior to the beginning of the fiscal year.
13.03. Maintenance and Inspection of Articles and Bylaws. The Association shall keep, at its principal office for the transaction of business, the original or a copy of its Articles and Bylaws as amended to date, which shall be open to inspection by the Members at all reasonable times during office hours.
INDEMNIFICATION OF AGENTS
14.01. Indemnification. The Association may, to the maximum
extent permitted by the St. Vincent & The Grenadines Nonprofit Mutual
Benefit Corporation Law, indemnify each of its agents against expenses,
judgments, fines, settlements and other amounts actually and reasonably
incurred in connection with any proceeding arising by reason of the fact
that any such person is or was an agent of the Association. For purposes
of this Article, an "agent" of the Association includes any person who is
or was a director, officer, employee or other agent of the corporation, or
is or was serving at the request of the Association as a director,
officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, or was a director, officer, employee
or agent of a corporation which was a predecessor corporation of the
Association or of another enterprise at the request of such predecessor
corporation.
All members of the Board of Directors shall sign a Non-disclosure,
Non-circumvention, Non-compete agreement before assuming office.
14.02. Advance of Expenses. Expenses incurred in defending any proceeding may be advanced by the Association prior to the final disposition of such proceeding upon receipt of an undertaking by or on behalf of the agent to repay such amount unless it shall be determined ultimately that the agent is entitled to be indemnified as authorized in this Article.
14.03. Other Contractual Rights. Nothing contained in this Article shall affect any right to indemnification to which persons other than directors and officers o£ the Association or any subsidiary thereof may be entitled by contract or otherwise.
14.04. Insurance. Upon and in the event of a determination by the Board to purchase such insurance, the Association shall purchase and maintain insurance on behalf of any agent of the Association against any liability asserted against or incurred by the agent in such capacity or arising out of the agent's status as such whether or not the Association would have the power to indemnify the agent against such liability.