Altamont Patio Condominiums

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HIGHLAND TERRACE CONDOMINIUM ASSOCIATION, INC. BY-LAWS

1. IDENTIFICATION OF THE CONDOMINIUM AND DEFINITIONS

    1.1 Identification of the Condominium

    1.2 Definitions

2. ADMINISTRATION: APPLICABILITY

    2.1 Administration

    2.2 Applicability

3. UNIT OWNERS ASSOCIATION

    3.1 Qualification

    3.2 Powers and Responsibilities

    3.3 Place of Meetings

    3.4 Annual Meeting

    3.5 Special Meeting

    3.6 Notices

    3.7 Voting

    3.8 Proxies

    3.9 Quorum

    3.10 Order of Business

    3.11 Conduct of Meeting

4. BOARD OF DIRECTORS

    4.1 Powers and Duties

    4.2 Managing Agent.

    4.3 Number of Directors and Initial Selection of Board

    4.4 Election and Term of Office

    4.5 Annual Meeting

    4.6 Regular Meetings

    4.7 Special Meetings

    4.8 Waiver of Notice

    4.9 Quorum

    4.10 Vacancies

    4.11 Removal of Directors

    4.12 Compensation

    4.13 Conduct of Meeting

    4.14 Annual Report of the Board of Directors

    4.15 Fidelity Bonds

    4.16 Liability of the Board of Directors and Declarant

    4.17 Action Without Meeting

    4.18 Common or Interested Directors

    4.19 Board of Directors as Attorney?In?Fact

5. OFFICERS

    5.1 Designation

    5.2 Election of Officers

    5.3 Removal of Officers; Vacancies

    5.4 President

    5.5 Vice President

    5.6 Secretary

    5.7 Treasurer

    5.8 Compensation of Officers

    5.9 Agreements, Contracts, Deeds, Checks

    5.10 Maintenance of Accounting Records

6. INSURANCE, DESTRUCTION, RESTORATION CONDEMNATION AND DISTRIBUTION

    6.1 Authority

    6.2 Coverage

    6.3 Limitations

    6.4 Notice of Insurance Coverage

    6.5 Individual Policies

    6.6 Insurance Trustee

    6.7 Covenants for Benefit of Mortgagees

    6.8 Reconstruction

    6.9 Condemnation

    6.10 Assessments if Insurance Is Inadequate

    6.11 Disbursements

    6.12 Notification

    6.13 Premiums and Deductibles

7. MORTGAGES

    7.1 Notice to Board

    7.2 Notice of Unpaid Assessments

    7.3 Notice of Default

    7.4 Examination of Books

    7.5 Notice of Meetings

8. NOTICE

    8.1 Manner of Notice

    8.2 Waiver of Notice

9. AMENDMENT OF BYLAWS

    9.1 Amendment of Bylaws

    9.2 Approval of Mortgagees

10. COMPLIANCE AND DEFAULT

    10.1 Relief

    10.2 Lien for Contributions

11. MISCELLANEOUS

    11.1 Compliance

    11.2 Conflict

    11.3 Severability

    11.4 Waiver

    11.5 Captions

    11.6 Gender, etc.

    11.7 Consents and Rights of First Mortgagees
 
 
 
 
 
 
 
 

EXHIBIT C TO DECLARATION
HIGHLAND TERRACE CONDOMINIUM

HIGHLAND TERRACE CONDOMINIUM ASSOCIATION, INC. BYLAWS
 

ARTICLE I

1. IDENTIFICATION OF THE CONDOMINIUM AND DEFINITIONS
 

1.1 Identification of the Condominium
A. The name of the Condominium is: Highland Terrace Condominium. The address of the Condominium is: 3350 Altamont Road, Birmingham, Alabama, 35205.

B. The Condominium was submitted to the provisions of the Act by a Declaration Recorded simultaneously herewith. These Bylaws are adopted pursuant to the Act and provide for the self?governing of the Condominium.

1.2 Definitions
Each of the following terms, as used in these Bylaws, shall have the same meaning as the meaning ascribed to it in Section 3 of the Condominium Declaration: "Act"; "Articles of Incorporation"; "Associa­tion"; "Unit Owners Association"; "Board of Directors"; "Building"; "Bylaws"; "Common Elements"; "Common Expenses"; "Common Profits"; "Condominium"; "Condominium Act"; "Condominium Instruments"; "Condominium Plat"; "Condominium Plans"; "Condominium Unit"; "Declarant"; "Declaration"; "First Mortgagee"; "Identifying Number"; "Land"; "Par Value"; "Rules and Regulations"; "Unit"; "Unit Owner."
 

ARTICLE II

2. ADMINISTRATION: APPLICABILITY
2.1 Administration
  The administration and management of the Condominium and the actions of the Unit Owners and the Unit Owners Association and its Board of Directors and officers shall be governed by these Bylaws.

2.2 Applicability
  All present and future Unit Owners and their tenants, licensees, invitees, servants, agents, employees and any other person or persons who are permitted to use the Condominium shall be subject to these Bylaws and the other Condominium Instruments and to the Rules and Regulations of the Association. Acquisition, rental or occupancy of a Unit shall constitute the Unit Owner's, tenant's and occupant's acceptance and ratification of, and the agreement to comply with, these Bylaws and other Condominium Instruments, and any Rules and Regulations now existent or hereafter adopted.
 
 

ARTICLE III

3. UNIT OWNERS ASSOCIATION
3.1 Qualification
All Unit Owners in the Condominium, acting as a group in accordance with the Act and the Condominium Instruments, shall constitute the Unit Owners Association. Any Unit Owner, upon acquiring title to his Unit, shall automatically become a member of the Association and shall remain a member thereof until such time as his ownership of such Unit ceases for any reason, at which time his membership in the association shall automatically cease. A person who holds any interest in a Unit solely as security for the performance of an obligation shall not be a member of the Association.

3.2 Powers and Responsibilities
  Except as otherwise expressly provided in these Bylaws or in the Declaration, the powers and responsibilities assigned by the Act to the Unit Owners Association are delegated to the Board of Directors, as more particularly set forth in Article IV.

3.3 Place of Meetings
Meetings of the Association shall be held at such place as may be designated by the Board of Directors and stated in the notice of the meeting.

3.4 Annual Meeting
The first annual meeting of the Association shall be held at a time an place to be designated by the Board of Directors: (i) within 120 days after Units to which 85% of the Percentage Interests appertain have been conveyed, or (ii) on such earlier date as may have been established by the Board of Directors. Thereafter an annual meeting of the Association shall be held on a date to be established by the Board of Directors, but not later than 30 days prior to the end of the fiscal year. The annual meeting of the Association shall a held for the election of directors and the conduct of such other business as may be properly brought before the meeting.

3.5 Special Meetings
The President shall call a special meeting of the Association upon the request of the Board of Directors or upon the written request of Unit Owners owning Units to which 25% or more of the Percentage Interests appertain.

3.6 Notices
The Secretary shall send a notice of meeting of the Association to each Unit Owner at least 21 days in advance of an annual meeting and at least 7 days in advance of any other Association meeting. The notice shall state the time, place and purposes of the meeting. The notice shall be sent by United States mail to all Unit Owners of record at the address of their respective Units and to such other addresses as any of them may have designated to the Secretary in writing or hand delivered by the Secretary. Placing the notice in the Unit Owner's mailbox or mail slot at the Condominium constitutes the hand-delivery of the notice. The mailing or hand?delivery of a notice of meeting in the manner provided herein shall constitute service of notice.

3.7 Voting
Each Unit is allocated one vote in the Association. A Unit Owner is entitled to cast the vote allocated to his Unit. Since a Unit Owner may be more than one person, if only one of such persons is present at a meeting of the Association, that person shall be entitled to cast the vote allocated to that Unit. But if more than one of such persons is present, the vote allocated to that Unit shall be cast only in accordance with the agreement of a majority of them, and such agreement shall be conclusively presumed if any one of them purports to cast the vote allocated to that Unit without protest being made forthwith by any of the others to the person presiding over the meeting. Except where a greater number is required by the Condominium Act, the

Declaration, or these Bylaws, a majority of the Unit Owners present in person or by proxy at the beginning of such meeting is required to adopt decisions at any meeting of the Association. If the Declarant owns or holds title to one or more Units, the Declarant shall have the right at any meeting of the Association to cast the vote to which each such Unit is entitled.

3.8 Proxies
The votes appertaining to any Unit may be cast pursuant to a proxy or proxies duly executed by or on behalf of the Unit Owner. Revocation of a proxy is not binding on the Association unless actual notice of the revocation is received by the officer presiding over the meeting. A proxy is not valid unless it is dated and signed by the Unit Owner or by a Person having authority to execute deeds on behalf of the Unit Owner. A proxy shall terminate automatically upon the adjournment of the first meeting held on or after the date of the proxy. A Unit Owner may appoint any other Unit Owner, the Declarant, or the Managing Agent as his proxy, except that no person other than the Declarant or Managing Agent shall cast votes as a proxy for more than one Unit in addition to his own.

3.9 Quorum
The presence in person or by proxy of Unit Owners entitled to cast more than 25 of the votes in the Association shall constitute a quorum for the conduct of business. A quorum shall be deemed to be present throughout a meeting of the Association until adjournment if Persons entitled to cast more than 25% of the votes are present in person or by proxy at the beginning of such meeting. If a meeting cannot be organized because a quorum has not attended, those present may recess the meeting from time to time until a quorum is present, when any business may be transacted that may have been transacted at the meeting as originally called.

3.10 Order of Business
The order of business at a meeting of the Association shall be as follows: (i) proof of notice of meeting; (ii) proof of quorum; (iii) reading of minutes of preceding meeting; (iv) election of inspectors of election, if applicable; (v) election of directors, if applicable; (vi) reports of officers and committees; (vii) unfinished business; and (viii) new business.

3.11 Conduct of Meeting
The President shall preside at meetings of the Association and the Secretary shall keep the minutes of meetings. Roberts Rules of Order shall govern the conduct of all meetings of the Association except when in conflict with the Act or the Condominium Instruments. In that event the Act or Condominium Instruments shall be controlling.
 
 

ARTICLE IV

4. BOARD OF DIRECTORS
4.1 Powers and Duties
The Board of Directors is the executive and administrative entity designated to act for the Association in governing the Condo­minium. The affairs and business of the Association shall be managed by the Board of Directors. The Board of Directors may delegate to a director or officer, subject to the continuing control of the Board of Directors, any matters relating to the duties of the Managing Agent. In addition to other powers and duties granted or imposed by the Act, these Bylaws, or by resolution of the Association, the Board of Directors shall have the power and duty to:

A. Prepare and adopt an annual budget for the Condominium.

B. Make assessments against the Unit Owners to defray the Common Expenses, establish the method of collecting such assessments from the Unit Owners, establish the period of the installment payments of the annual assessment. Unless otherwise determined by the Board of Directors, the annual assessment against each Unit Owner for his proportionate share of the Common Expenses shall be payable in equal monthly installments, each such installment to be due and payable in advance on the first day of each month.

B.1. Collect assessments as made herein.

C. Provide for the operation, care, upkeep, maintenance and surveillance of the Common Elements and for services to the Condominium.

D. Designate, hire and dismiss the personnel necessary for the maintenance, operation, repair and replacements of the Common Elements, and, where appropriate, provide for the compensation of such personnel and for the purchase of equipment, supplies and material to be used by such personnel in the performance of their duties, which supplies and equipment shall be property of the Association.

E. Make and amend Rules and Regulations respecting the use of the Condominium.

F. Establish bank accounts for the Association.

G. Contract for the repair, additions, and improvements to, or alterations of, the Condominium and for the restoration of the Condominium, in accordance with the other provisions of these Bylaws.

H. Enforce by legal means the provisions of the Declaration, these Bylaws and the Rules and Regulations and institute, maintain and defend proceedings and actions brought on behalf of or against the Association.

I. Maintain insurance required by Article VI of these Bylaws.

J. Pay the cost of services rendered to the Condominium for which the Association, as distinct from individual Unit Owners, is liable.

K. Keep the books of the Association with detailed accounts of the receipts and expenditures affecting the Condominium, specifying all expenses incurred, including prepaid expenses. The books and supporting vouchers and records shall be available for examination by the Unit Owners, their duly authorized agents or accountants or attorneys, during regular business hours at the time and in the manner set by the Board of Directors. All books and records shall be kept in accordance with generally accepted accounting principles, and shall be audited at least once a year by an outside auditor employed by the Board of Directors, who shall not be a resident of the Condominium or a Unit Owner.  The cost of such audit shall be a Common Expense.

L. Purchase Units on behalf of the association.

M. Enforce obligations of Unit Owners, allocate Common Profits and Common Expenses, and take such other actions as may be necessary or proper for the sound management of the Condominium. The Board of Directors shall have the power to levy fines against Unit Owners for violations of the Rules and Regulations. No fine may be levied for more than Ten Dollars ($10.00) for any one violation; but for each day that a violation continues, after notice, it shall be considered a separate violation. Collection of fines may be enforced against a Unit Owner as if the fines were an assessment for Common Expenses owed by the Unit Owner. If a Unit Owner persists in violating the Rules and Regulations, the Board of Directors may require him to post bond, satisfactory to it, to secure future compliance with the Rules and Regulations.

N. Do such things and acts (not inconsistent with the Condominium Act and with the Condominium Instruments) which may be authorized by the Association.

0. Lease, grant licenses, easements, rights?of?way and other rights of use in all or part of the Common Elements of the Condominium.

4.2 Managing Agent.
The Board of Directors may employ for the Association a professional Managing Agent, at a compensation fixed by the Board of Directors to perform such duties as the Board of Directors may authorize (including, but not limited to, the duties listed in paragraphs A, B1, C, D, F, G, I, J, R, M, N and 0 of Section 4.1). The Board of Directors may delegate to the Managing Agent all of the powers and duties delegated to the Board of Directors by these Bylaws other than the powers and duties set forth in paragraphs B, E, H and L of Section 4.1. The Board of Directors shall not be liable for any omission or improper exercises by the Managing Agent for any such duty, power or function delegated.  Any agreement with the Managing Agent shall be in writing and shall provide that it may be terminated, with or without cause, on 60 days’ written notice. The terms of any such agreement shall not exceed one year. After the initial Managing Agent has been named, the Board of Directors shall not employ any new Managing Agent without 30 days' prior written notice to the First Mortgagees.

4.3 Number of Directors and Initial Selection of Board
The number of directors which constitutes the initial Board of Directors is three. The initial Board of Directors shall be comprised of three persons appointed by the Declarant and shall serve (i) until the election of directors at the first annual meeting of the association or (ii) until a special meeting is held for the purpose of electing directors as provided in Article III. The Declarant's appointees need not be Unit Owners or residents of the Condominium, and the Declarant shall have the right in its sole discretion to replace such directors and to designate their successors if vacancies occur for any reason. From and after the first annual meeting of the association, the number of directors, which constitutes the entire Board of Directors, may be determined by resolution of the Unit Owners.

4.4 Election and Term of Office
The Board of Directors shall be elected at the annual meeting of the Association, to serve until the next annual meeting of the Asso­ciation and until their successors have been elected and qualified. Notwithstanding anything contained in these Bylaws to the contrary, until the first annual meeting of the Association the Declarant shall have the right to select the Board of Directors and to fill any vacancy occurring from the death, resignation or removal of a director by the Declarant. At the first annual meeting, the term of office of the Director receiving the greatest number of votes shall be fixed for three (3) years. The term of office of the director receiving the second greatest number of votes shall be two (2) years and the term of office of the other directors shall be fixed for one (1) year. At the expiration of the initial term of office of each respective director, his/her successor shall be elected to serve a term of three (3) years.

In the alternative,  the Unit Owners may by resolution duly made and adopted at an annual meeting, resolve to fix the term of each director elected at any such meeting at two (2) years. Directors shall hold office until their successors have been elected and hold their first regular meeting.  So long as the Declarant continues to be the owner of one Unit in the Condominium, the Declarant shall have the right to select one member of the Board of Directors. There shall be no cumulative voting.

4.5 Annual Meeting
An annual organizational meeting of the Board of Directors should be held within 10 days after the annual meeting of the Associa­tion. No notice shall be necessary to the newly elected directors in order legally to constitute such meeting, providing a majority of the entire Board is present at the meeting.

4.6 Regular Meetings
Regular meetings of the Board of Directors shall be held at such time and place as shall be determined from time to time by the Board of Directors, but at least one meeting shall be held each quarter of each fiscal year. Notice of regular meetings of the Board of Directors shall be given to each director, personally or by mail or telephone, at least 72 hours prior to the time of the meeting.

4.7 Special Meetings
Special meetings of the Board of Directors may be called by the President on 72 hours' notice to each director. Such notice shall be given personally or by mail or telephone, and shall state the time, place and purpose of the meeting. Special meetings of the Board of Directors shall be called by the President or Secretary in like manner and on like notice on the written request of at least two directors.

4.8 Waiver of Notice
Notice of a meeting of the Board of` Directors may be waived in writing by a director either before or after the meeting. Attendance at a meeting constitutes waiver of notice of that meeting.

4.9 Quorum
A majority of the entire Board of Directors shall constitute a quorum for a meeting of the Board of Directors. The votes of a majority of the members present at a meeting at which a quorum is present shall constitute the decision of the Board of Directors. If less than a quorum is present at a meeting, the majority of those present may adjourn the meeting to a designated time and place. An adjourned meeting may be held as designated without further notice, and when a quorum is present any business may be transacted which might have been transacted at the meeting as originally called.

4.10 Vacancies
A vacancy on the Board of Directors caused by any reason, other than removal of a Director by a vote of the Association, shall be filled by a vote of the majority of the remaining directors, even though they constitute less than a quorum; and each person so elected shall serve until the next annual meeting of the Association and until his successor is elected. A vacancy occurring on the Board of Directors by reason of an increase in the number of directors constituting the entire Board of Directors or by reason of the removal of a director by a vote of the Association shall be filled by the Association at an annual meeting or at a special meeting called for that purpose.

4.11 Removal of Directors
A director may be removed with or without cause, and his successor elected, at a meeting of the Association at which a quorum is present, by a plurality of the votes cast. Any director whose removal has been proposed shall be given at least 10 days' notice of the calling of the meeting and the purpose thereof, and opportunity to be heard at the meeting.

4.12 Compensation
A director shall not receive compensation from the Condominium for serving on the Board of Directors, but a director may be reimbursed for actual out?of?pocket expenses incurred by him/her in the proper performance of his/her duties.

4.13 Conduct of Meeting
The President shall preside at meetings of the Board of Direc­tors and the Secretary shall keep the minutes of the proceedings.

4.14 Annual Report of the Board of Directors
The Board of Directors shall present at each annual meeting of the Association, and when called for by vote of the Association at any special meeting of the Association, a complete statement of the operative and financial condition of the Condominium.

4.15 Fidelity Bonds
The Board of Directors shall require that all directors, officers, trustees, volunteers, agents (including the Managing Agent), and employees of the Association handling or responsible for funds furnish adequate fidelity bonds or insurance. The fidelity bonds or insurance shall designate the Association as a named insured and, if obtainable, shall be written in an amount sufficient to provide­ protection which shall be not less than one?half the Association's estimated annual operating expenses and reserves. The premiums on such fidelity bonds or insurance shall constitute a Common Expense.

4.16 Liability of the Board of Directors and Declarant
The directors, including the directors designated by Declarant, and Declarant, shall not be liable to the Association or to the Unit Owners for mistakes of judgment or for negligence not amounting to willful misconduct or bad faith. The Unit Owners shall indemnify and hold harmless each of the directors from and against all contractual liability to others arising out of contracts made by the Board of Direc­tors on behalf of the Association or the Unit Owners unless such contract was made in bad faith. The directors shall not be personally liable for contracts made by them on behalf of the Association. The liability of any Unit Owner arising out of any contract made by the Board of Directors or arising out of the indemnification of the directors shall be limited to that proportion of the total liability thereunder as the Par Value of his Unit bears to the aggregate Par Values of all the Units. The association shall indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or completed action, suit or proceeding by reason of the fact that he is or was a director or officer of the Association against expenses (including attorney's fees), judgments, fines and amounts paid in settlement incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the Association. The provisions of this paragraph shall also apply to each officer of the Association.

4.17 Action Without Meeting
Any action required or permitted to be taken by the Board of Directors at any meeting may be taken without a meeting if all of the members of the Board of Directors shall individually or collectively consent in writing to such action. Such written consent or consents shall be filed with the minutes of the proceedings of the Board of Directors.

4.18 Common or Interested Directors
A. The Directors shall exercise their powers and duties in good faith and with a view to the interests of the Association and consistent with the purposes set forth in the Declaration.

B. No contract or other transaction between the Associa­tion and one or more of its Directors, or between the Association and any corporation, firm, entity or association in which one or more of the Directors are directors or officers or are pecuniarily or otherwise interested, shall be either void or voidable because such Director or Directors are present at the meeting of the Board of Directors or any committee thereof which authorizes or approves the contract or trans­action, if any of the conditions specified in any of the following subparagraphs exist:

    (1) The fact of the common directorate or interest is disclosed or known to the Board of Directors or a majority thereof and noted in the minutes, and the Board of Directors authorizes, approves or ratifies such contract or transaction in good faith by a vote sufficient for the purpose; or

    (2) The fact of the common directorate or interest is disclosed or known to the Unit Owners, or a majority thereof, and they approve or ratify the contract or transaction in good faith by a vote sufficient for the purpose; or

    (3) The contract or transaction is commercially reasonable to the Association at the time that it is authorized, ratified, approved or executed.

C. Common or interested Directors may be counted in determining the presence of a quorum at any meeting of the Board of Directors or committee thereof which authorizes, approves or ratifies any contract or transaction. Such Directors may vote to authorize any contract or transaction with like force and effect as if they were not common or interested Directors or officers of such other corporation or were not so interested.

4.19 Board of Directors as Attorney In-Fact
The Board of Directors is hereby irrevocably appointed as attorney?in?fact for the Unit Owners of all of the Units and for each of them, to manage, control and deal with the interests of such Unit Owners in the Common Elements of the Condominium so as to permit the Board of Directors to fulfill all of its powers, functions and duties under the provisions of the Act, the Declaration and these Bylaws, and to exercise all of its rights thereunder and to deal with the Building upon its destruction and the proceeds of any insurance indemnity as hereinafter provided. This power shall include, but shall not be limited to, the right to grant easements and licenses from time to time affecting the Common Elements with respect to sewer lines, water lines, electrical cables, telephone cables, gas lines, storm drains, underground conduits, or such other purposes related to the provision of public utilities or as may be considered necessary or appropriate by the Board of Directors for the preservation of the health, safety, convenience, or welfare of the Unit Owners of the Units, or any of them. The foregoing shall be deemed to be power coupled with an interest, and the acceptance by any person or entity of any interest in any Unit shall constitute an appointment of the Board of Directors as attorney?in? fact, as aforesaid.

This power shall be in addition to any authority to grant easements or licenses given to the Board of Directors in the Act, in the Declaration or in these Bylaws.
 
 

ARTICLE V

5. OFFICERS
5.1 Designation
The principal officers of the Association are a President, a Vice President, a Secretary and a Treasurer. The Board of Directors may appoint assistant secretaries and an assistant treasurer. With the exception of the President, no officer need be a member of the Board of Directors. Two or more offices may be held by the same person, except that the President shall not hold any other office. Officers must be Unit Owners and residents of the Condominium.

5.2 Election of Officers
The officers of the Association shall be elected annually by the Board of Directors at its annual meeting and shall hold office at the pleasure of the Board of Directors.

5.3 Removal of Officers; Vacancies
An officer may be removed by the Board of Directors with or without cause by the affirmative vote of a majority of the entire Board of Directors.

5.4 President
The President is the chief executive officer of the Association; he shall preside at meetings of the Association and the Board of Directors and shall be an ex-officio member of all committees; he shall have general and active management of the business of the Association, subject to the control of the Board of Directors, and shall see that all orders and resolutions of the Board of Directors are carried into effect. The President must be a member of the Board of Directors.

5.5 Vice President
The Vice President shall perform the duties and exercise the powers of the President in the absence or disability of the President and shall perform such other duties as the Board of Directors may prescribe.

5.6 Secretary
The Secretary shall attend all meetings of the Board of Directors and the Association, and shall record the voting and the minutes of all proceedings in a book to be kept by him for that purpose. He shall give notice of meetings of the Association and the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors or the President. The Secretary shall compile and keep current at the principal office of the Condominium a complete record of the Unit Owners and their last known post office addresses. This record of Unit Owners shall be open to inspection by all Unit Owners at reasonable hours during regular business days. The Secretary shall also keep current and retain custody of the minute books of the proceedings of the Association and the Board of Directors. An assistant secretary shall perform the duties and exercise, the powers of the Secretary in the absence or disability of the Secretary and shall perform such other duties as the Board of Directors may prescribe.

5.7 Treasurer
The Treasurer shall have custody of all funds and securities except those funds which are placed under the control of the Managing Agent, and, with the assistance of the Managing Agent, shall keep full and accurate records of receipts and disbursements and shall deposit all monies and other valuable effects in such depositories as may be desig­nated by the Board of Directors. He shall disburse funds as ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the President and the Board of Directors, at the regular meetings of the Board of Directors, or whenever they may require, an account of all of his transactions as Treasurer and of the financial condition of the Association. The Assistant Treasurer shall perform the duties and exercise the powers of the Treasurer in the absence or disability of the Treasurer and shall perform such other duties as the Board of Directors may prescribe.

5.8 Compensation of Officers
No officer shall receive any compensation from the Association for acting as such, but each shall be reimbursed for reasonable and actual out-of-pocket expenses incurred by him/her in the performance of his/her duties.

5.9 Agreements, Contracts, Deeds, Checks
All agreements, contracts, deeds, leases, checks and other instruments of the Association for expenditures or obligations of over $800 shall be executed by any two officers of the Association or by such other person or persons as may be designated by the Board of Directors. All instruments for expenditures or obligations of $800 or less may be executed by any one officer of the Association or by such other person as may be designated by the Board of Directors.

5.10 Maintenance of Accounting Records
The officers of the Association or their designee shall cause accounting records to be maintained in accordance with generally accepted accounting procedures, and open to inspection by Unit Owners during business hours. In addition to including a record of all receipts and expenditures, the accounting records shall include an account for each Unit, setting forth any shares of Common Expenses or other charges due, the due dates thereof, the present balance due, and any interest in common surplus.
 
 

ARTICLE VI

6. INSURANCE, DESTRUCTION, RESTORATION CONDEMNATION AND DISTRIBUTION
6.1 Authority
The Board of Directors shall obtain and maintain casualty and liability insurance under such terms and for such amounts as shall be deemed necessary by the Board of Directors, but in no event less than the amount required by Section 6.2 hereof. The insurance premiums paid by the Board shall be charged as items of Common Expense. Such insurance coverage shall provide for the issuance of certificates of insurance and mortgagee endorsements to all First Mortgagees of the Units, if requested. Such insurance coverage shall be written on the Condominium and shall provide for the insurance proceeds covering any loss to be payable to the Board of Directors as Insurance Trustee for the benefit of each Unit Owner and his mortgagee according to his Percentage Interest.

6.2 Coverage
The Condominium shall be insured, to the extent available, against casualty in a minimum amount equal to the maximum insurable replacement value (i.e., 100% of replacement costs based upon the value of replacing the Building and all improvements of the Condominium utilizing contemporary building materials and technology) thereof (exclusive of excavations and foundations) as determined annually by the Board of Directors with assistance of the insurance company affording such coverage. The policy shall cover all the improvements of the Condominium except those made by a Unit Owner at his expense and shall contain a "condominium replacement cost" endorsement. Such coverage shall afford protection against:

A. loss or damage by fire, vandalism, malicious mischief, windstorm, and other hazards covered by the standard extended coverage endorsement; and

B. such other risks as shall customarily be covered with respect to projects similar in construction, location and use as the Directors in their sound discretion may deem advisable.

Such coverage shall insure the Building (including all of the Units and the bathroom, laundry and kitchen equipment, fixtures and cabinets, and electrical fixtures, together with all air?conditioning, heating and other equipment, but not including furniture, furnishings or other personal property supplied or installed by Unit Owners), and other Condominium property including all personal property included in the Common Elements. The Condominium shall be insured against liability for personal injury and property damage in such amounts and in such forms as shall be required by the Board, which, however, in no event shall be less than $1,000,000 with respect to any one occurrence. All liability insurance shall contain cross?liability endorsements to cover liabilities of the Association as a group, the Board and each individual Unit Owner. The deductible, if any, on any policy of insurance purchased by the Board of Directors, shall be paid by the Association. Workers’ Compensation insurance shall be obtained where necessary to meet the requirements of law. In addition to the foregoing, the Board of Directors may obtain such additional insurance coverage as it may deem advisable and appropriate or as may be requested from time to time by a majority of the Unit Owners.

6.3 Limitations
Insurance obtained pursuant to the requirements of this Article VI shall be subject to the following provisions:

A. Each policy shall be written with a company or companies which are licensed to do business in the State of Alabama and which holds a rating of "A-X" or better in the current edition of Best's Key Rating Guide.

B. No insurance coverage obtained and maintained pursuant to the requirements of this Article VI shall be brought into contribution with insurance purchased individually by any of the Unit Owners or their mortgagees, as herein permitted, and any "no other insurance" or similar clause in any policy obtained by the Board of Directors pursuant to the requirements of this Article shall exclude such policies from consideration.

C. Each policy shall provide that it may not be cancelled or substantially modified or reduced without at least 30 days' prior written notice to all insured named thereon, including all named First Mortgagees.

D. Each policy of casualty insurance shall provide that, notwithstanding any provisions thereof which gives the carrier the right to elect to restore or repair damage or reconstruct in lieu of making a cash settlement, such option shall not be exercisable without the prior written approval of the Board of Directors.

E. Each policy shall contain a waiver of subrogation by the insurer as to any and all claims against the Unit Owners, the Association, the Board of Directors, the Managing Agent, and their respective agents, and of any defenses based upon coinsurance or invalidity arising from the acts of the insured.

F. Each policy shall contain provisions (i) that its coverage shall not be prejudiced by any act or neglect of any occupants or Unit Owner of the Condominium or their agents when such act or neglect is not within the control of the insured, or the Unit Owners collectively; and (ii) that it shall not be prejudiced by failure of the insured, or the Unit Owners collectively, to comply with any warranty or condition with regard to any portion of the Condominium over which the insured, or the Unit Owners collectively, have no control.

6.4 Notice of Insurance Coverage
The Board of Directors shall promptly furnish to each Unit Owner written notice of the procurement, subsequent changes, or termination of each insurance policy obtained on behalf of the Association.

6.5 Individual Policies
Each Unit Owner or any mortgagee may obtain at his own expense additional insurance, including a "condominium unit owner's endorsement" for improvements and betterments to a Unit made or acquired at the expense of the Unit Owner. Such insurance should contain the same waiver of subrogation provision as that required by Section 6.3E. It is recommended that each Unit Owner obtain, in addition to the insurance hereinabove provided to be obtained by the Association, a "Condominium Unit Owner's Policy," or equivalent, to insure against loss or damage to personal property used or incidental to the occupancy of the Unit, additional living, expense, vandalism or malicious mischief, theft, personal liability and the like. Such policy should include a "condominium unit owner's endorsement" covering losses to improvements and betterments to the Unit made or acquired at the expense of the Unit Owner. No Unit Owner shall maintain insurance coverage which will tend to decrease the amount which the Association may realize under any insurance policy which it may have in force at any particular time; the Board of Directors may require that each Unit Owner shall file with the Managing Agent a copy of each individual policy of insurance purchased by the Unit Owner within 30 days after its purchase; the Board of Directors may also require that each Unit Owner shall notify the Board of Directors of all improvements made by him to his Unit having a value in excess of $1,000.

6.6 Insurance Trustee
The Board of Directors shall serve as the Insurance Trustee. All insurance policies purchased by the Association shall be for the benefit of the Association, each Unit Owner and his First Mortgagee, as their respective interests may appear, and shall provide that proceeds payable pursuant to the policies shall be paid directly to the Board of Directors as Insurance Trustee. All policies shall provide that adjustment of loss shall be made by the Board of Directors.

6.7 Covenants for Benefit of Mortgagees
Proceeds of insurance policies received by the Insurance Trustee shall be distributed to or for the benefit of the Unit Owner entitled thereto, after first paying or making provision for the payment of the expenses of the Insurance Trustee, in the following manner:

A. Proceeds are to be paid first to repair or restore damage or destruction, as elsewhere provided herein. After defraying the cost of the repair or restoration, all remaining proceeds shall be payable jointly to the Unit Owners and First Mortgagees, if any, entitled thereto. This covenant is for the benefit of any First Mortgagee and may be enforced by such mortgagee.

B. If it is determined in the manner elsewhere provided herein that the damage for which the proceeds are paid shall not be reconstructed or repaired, then and in that event, the Condominium shall be deemed to be owned in common by the Unit Owners and shall be subject to an action for partition upon the suit of any Unit Owner or mortgagee in which event the net proceeds of sale together with the net proceeds of any insurance shall be distributed pro rata to the Unit Owners, after first paying off, out of the share of each Unit Owner, to the extent sufficient for that purpose, all liens, including mortgage liens, on the Unit of such Unit Owner. This is a covenant for the benefit of any mortgagee and may be enforced by such mortgagee.

6.8 Reconstruction
In the event of damage or destruction of all or any part of the Condominium Property, the terms and conditions under which reconstruction may commence shall be in accordance with the provisions of the Declaration.

6.9 Condemnation
In the event of condemnation of all or a portion of the Condominium Property, the disposition of proceeds of the award shall be governed by the provisions set forth in the Declaration.

6.10 Assessments if Insurance Is Inadequate
Immediately after a casualty causing damage to property for which the Board of Directors has the responsibility of maintenance and repair, the Board shall obtain reliable and detailed estimates of the cost to replace the damaged property in as good a condition as it was before the casualty. Such costs may include professional fees and premiums for such bonds as the Board desires. If the proceeds of insurance are not sufficient to defray such estimated costs, the special assessment shall be made against all the Units in proportion to the Par Value of the Units, in sufficient amounts to provide funds to pay the estimated costs. If at any time during reconstruction and repair, or upon completion of reconstruction or repair, the funds for payment of the costs thereof are insufficient, assessments shall be made against all of the Units in proportion to their Par Value in sufficient amounts to provide funds for the payment of such costs.

6.11 Disbursements
Any and all disbursements of funds, whether such funds consist of insurance proceeds, special assessments, sales proceeds, or any combination thereof, to be made by the Insurance Trustee for any purpose whatsoever, shall be made pursuant to and in accordance with the Declaration and a certified statement of the association or the Board of Directors.

6.12 Notification
The Board of Directors shall notify: (a) the First Mortgagee of the Unit whenever damage to the Unit covered by the mortgage exceeds $1,000; and (b) all First Mortgagees whenever damage to the Common Elements exceeds $10,000.

6.13 Premiums and Deductibles
Premiums and deductibles upon all insurance policies purchased by the Board of Directors shall be deemed to be a Common Expense.
 
 

ARTICLE VII

7. MORTGAGES
7.1 Notice to Board
A Unit Owner who mortgages his Unit shall notify the Board through the Managing Agent of the name and address of his mortgagee; the Board shall maintain such information in a book entitled "Mortgagees of Units."

7.2 Notice of Unpaid Assessments
The Board, whenever so requested in writing by a mortgagee, shall promptly report any then unpaid assessments due from, or any other default by, the owner of the mortgaged Unit.

7.3 Notice of Default
The Board shall give written notice to a Unit Owner of any default by the Unit Owner in the performance of any obligations under the act or Condominium Instruments, and, if such default is not cured within 60 days, shall promptly 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 Board.

7.4 Examination of Books
Each Unit Owner and each First Mortgagee shall be permitted to examine the books of account of the Condominium at reasonable times on business days.

7.5 Notice of Meetings
Upon request, each First Mortgagee of a Unit shall receive notice, in writing, of all meetings of the Association, and shall be permitted to designate a representative to attend all such meetings.
 
 

ARTICLE VIII

8. NOTICE
8.1 Manner of Notice
Unless specified otherwise in other sections of these Bylaws, whenever any notice is required to be given under the provisions of the Act or of the Condominium Instruments to any mortgagee, director or Unit Owner, it shall not be construed to require personal notice, but such notice may be given in writing, by mail, by depositing the same in a post office or letter box, in a post?paid sealed wrapper, addressed to such mortgagee, director or Unit Owner at such address as appears on the books of the Condominium, and such notice shall be deemed to be given at the time when the same shall be thus mailed.

8.2 Waiver of Notice
Whenever any notice is required to be given under the provisions of the Act or the Condominium Instruments, a Waiver thereof, in writing, signed by the person or persons entitled to such notice, whether signed before or after the time stated therein, shall be deemed equivalent thereto.
 
 

ARTICLE IX

9. AMENDMENT OF BYLAWS
9.1 Amendment of Bylaws
At a meeting of the Association called for that purpose, these Bylaws may be amended by the affirmative vote of Unit Owners representing at least seventy?five Percent of the votes in the Association; provided, however, at (a) Section 4.3 insofar as it relates to the selection of members of the Board of Directors by the Declarant, (b) Section 3.7 insofar as it provides that the Declarant, so long as it is the owners of one or more Units, may vote the votes appurtenant thereto, may not be amended without the consent in writing of the Declarant, so long as the Declarant shall be a Unit Owner. Furthermore, notwithstanding the foregoing, as long as the Declarant is the owner of one or more Units, no amendment to the Bylaws or Rules and Regulations may be adopted which could interfere with the display, sale, lease, or other disposition of such Unit or Units. Amendments may be proposed by the Board of Directors or by petition signed by Unit Owners representing at least 50% of the votes in the Association. No amendment to the Bylaws shall become effective until recorded. The Declarant reserves the right to amend these Bylaws as long as there is no Unit Owner other than the Declarant.

9.2 Approval of Mortgagees
These Bylaws contain provisions concerning various rights, priorities, remedies and interests of the First Mortgagees of Units. Such provisions in these Bylaws are to be construed as covenants for the protection of the First Mortgagees on which they may rely in making loans secured by mortgages of the Units. Accordingly, all First Mortgagees shall be given 30 days' notice of all proposed amendments, and no amendment or modification of these Bylaws impairing or affecting the rights, priorities, remedies or interests of a First Mortgagee shall be adopted without the prior written consent of such mortgagee. If there is more than one First Mortgagee holding mortgages on the Units, it shall be sufficient for this purpose to obtain the written consent of the First Mortgagee or Mortgagees holding mortgages on at least seventy?five percent of the Units encumbered by mortgages.
 
 

ARTICLE X

10. COMPLIANCE AND DEFAULT
10.1 Relief
Each Unit Owner shall be governed by, and shall comply with, all of the terms of the Condominium Instruments and the Rules and Regulations, and any amendments of the same. A default by a Unit Owner shall entitle the association acting through the Board of Directors or Managing Agent, to the following relief:

A. Legal Proceedings. Failure to comply with any of the terms of the Condominium Instruments and the Rules and Regulations shall be grounds for relief which may include without limiting the same, an action to recover any sums due for money damages, injunctive relief, foreclosure of the lien for payment of all assessments, any other relief provided for in these Bylaws, or any combination thereof, and any other relief afforded by a court of competent jurisdiction, all of which relief may be sought by the Association, the Board of Directors, the Managing Agent, or, if appropriate, by an aggrieved Unit Owner.

No suit or other proceeding may be brought by the Association to foreclose the lien for any assessments levied pursuant to the Declaration or these Bylaws except after fifteen (15) days' written notice to the First Mortgagee on the Unit which is the subject matter of the proceeding.

B. Additional Liability. Each Unit Owner shall be liable for the expenses of all maintenance, repair or replacement rendered necessary by his act, neglect or carelessness, or the act, neglect or carelessness of any member of his/her family or his employees, agents, or licensees, but only to the extent that such expense is not covered by the proceeds of insurance carried by the Board of Directors. Such liability shall include any increase in fire insurance rates occasioned by use, misuse, occupancy or abandonment of any Unit or its appurtenances. Nothing contained herein, however, shall be construed as modifying any waiver by an insurance Company of its rights of subrogation.

C. Costs and Attorney's Fees. In any proceeding arising out of any alleged default by a Unit Owner, the prevailing party shall be entitled to recover the costs of the proceeding, and such reasonable attorney's fees as may be determined by the court.

D. No Waiver of Rights. The failure of the Association, the Board of Directors or any Unit Owner to enforce any right, provision, covenant or condition which may be granted by the Condominium Instruments or the Rules and Regulations shall not constitute a waiver of the right of the Association, the Board of Directors or any Unit Owner to enforce any right, provision, covenant or condition of the Condominium Instruments or the Rules and Regulations in the future. All rights, remedies and privileges granted to the Association, Board of Directors or any Unit Owner pursuant to any term, provision, covenant or condition of the Condominium Instruments or Rules and Regulations shall be deemed to be cumulative and the exercise of any one or more thereof shall not be deemed to constitute an election of remedies, nor shall it preclude the party exercising the same from exercising such privileges as may be granted to such party by the Condominium Instruments or the Rules and Regulations, or by law or inequity.

E. Interest. In the event of a default by any Unit Owner which continues for a period in excess of 15 days, such owner shall be obligated to pay interest on the amounts due at the highest permissible rate of interest from the due date thereof.

F. Abatement and Enjoinment of Violations by Unit Owners. The violation of any Rule or Regulation adopted by the Board of Directors, or the breach of any Bylaw contained herein, or the breach of any provision of the Condominium Instruments (after due notice to the Unit Owner that said violation or breach constitutes an immediate danger to the Condominium and Unit Owners), shall give the Board of Directors the right, in addition to any other rights set forth in these Bylaws: (i) to enter the Unit in which, or as to which, such violation or breach exists and summarily to abate and remove, at the expense of the defaulting Unit Owner, any structure, thing or condition that may exist therein contrary to the intent and meaning of the provisions hereof, and the Board of Directors shall not thereby be deemed guilty in any manner of trespass; or (ii) to enjoin, abate or remedy by appropriate legal proceedings, either at law or in equity, the continuance of any such breach.

10.2 Lien for Contributions
A. The total annual contribution of each Unit Owner for the Common Expenses levied pursuant to these Bylaws is hereby declared to be a lien levied against the Unit of such Unit Owner within the purview of the Act, which lien shall be effective as of the first day of each fiscal year of the Condominium. The Board of Directors, or Managing Agent, may file or record such other or further notice of lien, or such other or further document as may be required by the then laws of the State of Alabama to confirm the establishment of such lien.

B. In any case where an assessment against a Unit Owner is payable in installments, upon a default by such Unit Owner in the payment of any single installment, which continues for 10 days after written notice of such default has been sent to the Unit Owner, the maturity of the remaining total of the unpaid installments of such assessments may be accelerated, at the option of the Board of Directors, and the then balance owing may be declared due and payable in full together with interest thereon at the lesser of ten percent (10%) per annum or the maximum rate of interest permitted to be charged to natural persons in the State of Alabama with respect to first mortgage loans at the time such installment or assessment became due, and the cost of collection thereof, by the service of notice to such effect upon the defaulting Unit Owner by the Board of Directors or Managing Agent. The Board of Directors may post a list of Unit Owners who are delinquent in the payment of any assessment or other fees which may be due the Association, including any installment thereof which becomes delinquent, in any prominent location within the Condominium. The Unit Owner who is delinquent shall be prohibited from voting at any meeting of the Unit Owners’ Association until the amount necessary to release the lien has been paid.

C. The lien for assessments may be foreclosed in the manner provided by the laws of the State of Alabama by suit brought in the name of the Board of Directors, acting on behalf of the Association. During the pendency of such suit the Unit Owner shall be required to pay a reasonable rental for the Unit for any period prior to sale pursuant to any judgment or order of any court having jurisdiction over such sale. The plaintiff in such proceedings shall have the right to the appointment of a receiver, if available under the then laws of the State of Alabama.

D. The lien for assessments shall be prior to all other liens and encumbrances except: (i) liens and encumbrances recorded prior to the recordation of the Declaration; (ii) liens of any first priority mortgage or deed of trust on such Unit recorded prior to the due date of such assessment or the due date of the first installment payable on such assessment; and (iii) liens for real estate taxes and municipal assessments.
 
 

ARTICLE XI

11. MISCELLANEOUS
11.1 Compliance
These Bylaws are set forth in compliance with the requirements of the Act.

11.2 Conflict
            These Bylaws are subordinate and subject to the Act, the Declaration and the Condominium Plat and Condominium Plans.  In the event of any conflict between these Bylaws and the other Condominium Instruments, the provisions of the other Condominium Instruments shall control.

11.3 Severability
These Bylaws are adopted to comply with the laws of the State of Alabama. If any provision of these Bylaws or the application thereof in any circumstances is held invalid, the validity of the remainder of these Bylaws shall not be affected thereby, and to this end the provisions of these Bylaws are declared to be severable.

11.4 Waiver
No restriction, condition, obligation or provision of these Bylaws shall be deemed to be abrogated or waived by reason of any failure to enforce the same.

11.5 Captions
The captions contained in these Bylaws are for convenience only and are not a part of these Bylaws and are not intended in any way to limit or enlarge the terms and provisions of these Bylaws.

11.6 Gender, etc.
Whenever in these Bylaws the context so requires, the singular number shall include the plural and the converse; and the use of any gender shall be deemed to include all genders.

11.7 Consents and Rights of First Mortgagees
Any other provision of these Bylaws or of the Declaration to the contrary notwithstanding, neither the Association nor the Board of Directors shall institute any proceeding (or by omission cause or allow to occur), without the prior written consent of at least seventy?five percent (75%) of the First Mortgagees (based upon one vote for each first mortgage owned) and seventy?five percent (75%) of the Unit Owners (not including Declarant) to take any of the following actions:

(a)   change any Unit's Undivided Interest in the Common Elements;

(b) partition or subdivide any Unit, or any Unit's Undivided Interest in the Common Elements, nor subdivide, abandon, encumber, sell or transfer the Common Elements;

(c) seek to abandon or terminate the Condominium status of the Property except as provided by the Act in the case of substantial loss to the Units and/or the Common Elements;

(d) modify the method of determining and collecting assessment or allocating distributions of casualty insurance proceeds or condemnation awards;

(e) use the proceeds of casualty insurance for any purpose other than restoration, repair or replacement, except as otherwise provided in the Act in the case of substantial loss.
 
 
 
 

IN WITNESS WHEREOF, the Declarant has executed these Bylaws the day and year first above written.
 
 

THE LYON REALTY COMPANY
 
 
 
 

BY­:  _________________________

         Richard S. Robinson

         Its Vice President

ATTEST

By  __________________________

      Peter M. Ochs

      Its Secretary
 
 
 
 

STATE OF ALABAMA )

JEFFERSON COUNTY          )
 
 

Before me, the undersigned authority, in and for said County and said State, personally appeared Richard S. Robinson, and Peter M. Ochs, to me well known to be the persons described in and who executed the foregoing Bylaws as Vice President and Secretary, respectively, of The Lyon Realty Company, a California Corporation. They severally acknowledge before me that they executed such Bylaws as Officers of the said Corporation, and that said instrument is the free act and deed of said Corporation.
 
 

Witness my hand and official seal the ________day of ____________,1980.
 
 
 
 

_____________________________

Notary Public

My Commissions Expires: ________
 
 

   

2010 | Altamont Patio Condominiums | Birmingham | Alabama 35205

Altamont Patio Condominiums