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BY-LAWS

ARTICLE IV - BOARD OF DIRECTORS

SECTION 1. Express and Implied Powers and Duties. The property, affairs and business of the Association shall be managed by the Board of Directors, which shall have all those powers granted to it by the Articles of Incorporation, the Condominium Declaration, these By-laws, and by law.

SECTION 2. Number and Qualifications. Until the first annual meeting of the membership of the Association, and thereafter until their successors are elected and qualified, the Board shall consist of the three (3) persons designated by Declarant in the Condominium Declaration.

In the case of partnership Unit Owners, Directors shall be members, agents, or employees of such partnership or of the partners therein; or in the case of corporate Unit Owners (including the Declarant, during such time as the Declarant shall be an Owner of any Units), Directors shall be officers, shareholders, employees or agents of such corporation; or in the case of fiduciary Unit Owners, Directors shall be fiduciaries or officers or employees of such fiduciaries. At least one of the Directors of the Board shall be appointed by the Declarant until the Declarant's last unit is sold.

SECTION 3. Election and Term of Office. At the first annual meeting of the membership, or at any adjourned or special meeting at which the first election of Directors is to be held, two (2) Directors shall be elected for a one (1) year term by the Unit Owners from among the Unit Owners or other persons qualified under Section 2 of this Article IV. The remaining Director shall serve for a two (2) year term.

Notwithstanding the foregoing, when the Declarant sells the last Apartment Unit that it held for sale in the ordinary course of business, the term of the appointed Director shall end, and an election shall be held to fill the vacancy for the remainder of the term for which the Director was appointed.

Each Unit Owner shall be entitled to cast one vote per Unit in each Directorship election in which he participates, and each Director shall be elected by a majority vote of the Unit Owners who vote for him.

The Directors shall hold office until their respective successors have been duly elected and qualified, or until removed in the manner elsewhere provided herein. If at any meeting for election of Directors more than twice the number of candidates to be elected at such meeting are nominated, then and in such an event there shall be two ballots for membership on the Board. At the end of the first ballot, the field of nominees shall be reduced so that there are twice as many candidates as there are positions to be filled, with the persons receiving the fewest votes being eliminated from the ensuing ballot. A second ballot shall be held, and on the second ballot, the persons receiving the most votes will be deemed to be elected to the vacant positions. If there are not more than twice the number of nominees for the number of positions to be filled, then there shall be one ballot, with the persons receiving the most votes being elected in order to fill the vacancies on the Board.

SECTION 4. Declarant's Protective Provisions. After control of the Board of Directors has become vested in the Directors elected by the Unit Owners other than the Declarant, and so long as the Declarant owns at least one (l) Unit and holds same for sale in the ordinary course of Business, the Following shall apply:

(a) Neither the Association nor its Board of Directors shall take any action that will impair or adversely affect the rights of the Declarant or cause the Declarant to suffer any financial, legal or other Detriment, including but not limited to any direct or indirect interference with the sale of Units, or assessment of the Declarant for capital improvements.

(b) The Association and its Board of Directors shall continue the same level of maintenance, operation and services as provided immediately prior to the assumption of control of the Association and the Board of Directors by the Unit Owners other than the Declarant.

(c) In furtherance of the foregoing provisions, the Declarant shall have the right to veto any and all actions of the Association or it's Board of Directors which may have any direct or indirect detrimental impact upon the Declarant as may be determined by the sole discretion of the Declarant.

(d) The Declarant shall exercise its veto right, in its sole and absolute discretion, within ten (10) days after its receipt of notice that a resolution or other action is proposed or has been taken by the Association or its Board of Directors. In such event, the Declarant shall notify the Secretary of the Association of its exercise of its veto right and any such proposal or action shall be null and void ab initio and of no further force or effect.

SECTION 5. Removal of Members of the Board. At any duly held regular or special meeting of the Unit Owners, any one or more Directors may be removed with or without cause by a majority of the Unit Owner votes present, and a successor may then and there be elected. In the event that all of the Directors are removed, successors shall be elected by the Unit Owners in the manner set forth in Article IV, Section 3 herein to fill the vacancies thus created. Each person so elected shall be a director for the remainder of the term of the Director whose term he is filling and until his successor is duly elected and qualified. Any Director whose removal has been proposed shall be given an opportunity to be heard at the meeting. This provision shall not apply to any Director appointed by the Declarant.

SECTION 6. Vacancies. Vacancies in the Board caused by any reason other than the removal of a Director by a vote of the Unit Owners of the Association shall be filled by a vote of the majority of the remaining Directors, including the Declarant's appointee, at a special meeting of the Board held for that purpose promptly after the occurrence of any such vacancy. Each person so elected shall be a director for the remainder of the term of the Director whose term he is filling and until his successor shall have been duly elected and qualified. Notwithstanding the foregoing, until the first annual meeting of Unit Owners, Declarant shall have the right to fill any vacancies on the Board by appointment.

SECTION 7. Meeting of the Board; Notices; Waiver of Notice. The first annual meeting of the Board shall be held within ten (10) days after the first annual meeting of the Unit Owners and at such time and place as shall be fixed by a majority of the Board and no notice shall be necessary. Thereafter, regular meeting of the Board may be held at such time and place as shall be determined from time to time by a majority of the Board, but at least two meetings shall be held each year. special meetings of the Board may be called by the President on three (3) days notice to each Director given by mail, return receipt requested, or telegram, which notice shall state the time, place and purpose of the meeting. Special meetings of the Board shall be called by the President or the Secretary in like manner and on like notice on the written request of at least two (2) Directors. Any Director may, at any time, waive notice of any meeting of the Board in writing and such waiver shall be deemed equivalent to the giving of notice. Actual attendance by Directors at any meeting of the Board shall constitute a waiver of notice by him of the time and place thereof. If all the Directors are present at any meeting of the Board, no notice shall be required and any business may be transacted at such meeting. All meetings shall be opened to members of the Association for observation or participation in such manner and to such extent as the Board may deem appropriate.

SECTION 8. Quorum and Adjourned Meetings. At all meetings of the Board, a majority of the Directors shall constitute a quorum for the transaction of business and the votes of a majority of the Directors present and voting at a meeting at which a quorum is present shall constitute a valid decision. If at any meeting of the Board there shall be less than a quorum present, the majority of those present shall adjourn the meeting to a new date. At any such adjourned meeting at which a quorum is present, any business which may have been transacted at the original meeting may be transacted without further notice. The vote of a majority of those present at a Board meeting at which a quorum is present shall be necessary for valid action by the Board.

SECTION 9. Joinder in Meetings by Approval of Minutes. The transaction of any business at any meeting of the Board however called and noticed or wherever held, shall be valid as though a meeting duly held after regular call and notice, if a quorum is present; and if, either before or after the meeting, each Director signs a written waiver of notice, or a consent to the holding of the meeting, or an approval of the minutes thereof or of the resolution or act adopted at such meeting. All such waivers, consents or approval, shall be in writing and filed with the Secretary and made apart of the minutes of the meeting even though filed subsequent thereto.

SECTION 10. Non-Waiver, All the rights, duties and privileges of the Board shall be deemed to be continuing and shall not be exhausted by any single act or series of acts. To the same extent, the failure to use or employ any remedy or right hereunder or hereafter granted shall not preclude its exercise in the future nor shall any custom bind the Board.

SECTION 11. Consent in Lieu of Meeting and Vote. Anything to the contrary in these By-laws, or the Condominium Declaration notwithstanding, the entire Board shall have the power to take action on any matter on which it is authorized to act, without the necessity of a formal meeting and vote if the entire Board shall consent in writing to such action.

SECTION 12. Conflict of Interest. No Member of the Board of Directors, or other Resident of their unit, shall simultaneously perform the duties of the Association Vendor Liaison, Property Manager, Accountant, Bookkeeper, or any other position for which compensation is provided by the Association.

 

ARTICLE V
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