BY-LAWS OF
STONEGATE VILLAGE CONDOMINIUM ASSOCIATION, INC.
ARTICLE 1
NAME OF CORPORATION AND ADDRESS
1.1. The name of this Corporation is Stonegate Village Condominium Association, Inc. (herein the “Association”). Its principal office initially shall be located at 159 Main Street, Chatham, New Jersey 07928 but thereafter may be located at such other suitable and convenient place as shall be permitted by and law and determined by the Board of Trustees.
ARTICLE 2
CORPORATE PURPOSE
2.1. The purpose for which the Association is organized is to act on behalf of its members collectively as their governing body with respect to all matters, including but not limited to, the conduct of all activities of common interest with respect to the administration, management, maintenance, repair and replacement of certain property which has been or will be submitted to the provisions of the Condominium Act of the State of New Jersey to be known as Stonegate Village Condominium, and, as such, to own and acquire any real estate or interest or rights therein or appurtenant thereto and any and all personal property in connection therewith as may be incidental or necessary to such purposes, all on a non-profit basis.
ARTICLE 3
APPLICABILITY, MEMBERS, MEMBERSHIP AND DEFINITIONS
3.1. These are the By-Laws of Stonegate Village Condominium (hereinafter called the “Condominium”) and of the Association. The administration and management of the Condominium and the Condominium Property and the actions of the Association and the Members thereof shall be governed by these By-Laws.
3.2. All present and future Unit Owners, tenants, future tenants, their licensees, invitees, servants, agents, employees and any other person or person that shall be permitted to use the Condominium Property of the Condominium, shall be subject to these By-Laws and to the rules and regulations issued by the Association to govern the conduct of its Members.
The acquisition, rental or occupancy of any of the Units in the Condominium shall be conclusively deemed to mean that the Unit Owners, tenant or occupant has accepted and ratified these By-Laws and the rules and regulations of the Association and will comply with them.
3.3. As used throughout these By-Laws, the term “Member” means the Unit Owners of the Unit in the Condominium. Other terms used herein shall have the same meanings set forth in the Declaration.
3.4. Membership in the Association shall be limited to the Unit Owners of Units in the Condominium provided, that whenever title to a Unit is vested in two or more persons, such co-owners shall be entitled jointly to only the number of votes for their particular Unit as designated in the Declaration.
3.5. In the event that a Unite owner shall lease or permit another to occupy the Unit, the tenant or occupant shall be permitted to enjoy the Condominium Property to the extent that such Unit Owner shall be entitled, but such tenant or occupant shall not vote in the affairs of the Association unless he shall be designated the Voting Representative. The use of the Condominium Property shall be limited to Unit Owners, tenants and occupants of Units and their licensees, invitees, servants, agents and employees.
3.6. If a Unit is owned by more than one individual or is owned by a corporation or partnership, or if a Unit is under lease, then the individual entitled to cast the vote for the Unit shall be the individual named in the writing or certificate given pursuant to the Declaration (said individual being in these By-Laws called the “Voting Representative”).
3.7. Every lawful transfer of title to the Unit Owner’s Unit shall include membership in the Association and upon making such transfer, the previous Unit Owner’s membership shall automatically terminate. Except as aforesaid, membership in the Association may not be assigned or transferred and any attempted assignment or transfer thereof shall be void and of no effect.
3.8. In the determination of the record date for the purpose of voting, the ownership of the Unit upon the membership list of the Condominium shall control.
3.9. The Trustees shall have power to close the membership list for ten days preceding any special or annual meeting of the Unit Owners.
ARTICLE 4
MEETINGS OF MEMBERS; VOTING
4.1. All annual and special meetings of the Members of the Association shall be held at the principal office of the Association or at such other suitable and convenient place as may be permitted by law and from time to time fixed by the Trustees and designated in the notices of such meetings.
4.2. The first annual meeting of the Members of the Association shall be held at 7:30 p.m. on February 15, 1974. Subsequent annual meetings shall be held at 7:30 p.m. on the first Monday of November of each year if not a legal holiday, or if that day be a legal holiday, then on the next business day following at the same hour, at which time the Unit Owners shall elect the Board of Trustees in accordance with these By-Laws. The Unite Owners or their Voting Representatives may also transact such other business as may properly come before the annual meeting.
4.3. Special meetings of the Members may be called by the President, Vice President, Secretary, or by a majority of the Trustees and must be called by such officers upon receipt of a written request from the Unit Owners owning thirty (30) or more Units. Such written request shall state the purpose or purposes of the proposed meeting. Business transacted at a special meeting shall be confined to the purposes stated in the notice.
4.4. For the purpose of determining the Unit Owners entitled to notice of any meeting of the Members, or any adjournment thereof, or for the purpose of any other action, the Trustees shall fix in advance a date as the record date for such determination. Such date shall not be more than thirty (30) nor less than ten (10) days before the date of the meeting. If no record date is fixed, then the date shall be deemed to be the tenth day before the date of the meeting.
4.5. Notice of meetings of the Members of the Association shall be in writing. Notice of the meetings other than the annual meeting shall indicate and state that it is being issued by or at the direction of the person or persons calling the meeting. Such notice shall be mailed or delivered not less than five (5) or more than twenty (20) days prior to the date of the meeting. Notice of all meetings at which disposition is to be made of assets, or the granting of rights or easements in the Condominium Property must also be given to the holders of the first mortgages on the Units.
4.6. Notice of meetings need not be given to any Unit Owner who personally, or by his Voting Representative, signs a waiver of notice whether before or after the meeting. The attendance at a meeting of any Unit Owner or is Voting Representative, without protesting prior to the conclusion of the meeting the lack of proper notice of such meeting shall constitute a waiver of notice of the meeting by him.
4.7. A quorum at meetings of the Unit Owners shall consist of Unit Owners or their Voting Representatives holding fifteen per centum (15%) of the total outstanding votes of the Association. The subsequent joinder of a Unit owner or his Voting Representative in the action taken at a meeting by signing and concurring in the minutes thereof shall constitute the presence of such person for the purpose of determining a quorum. When a quorum is once present to organize the meeting it cannot be broken by the subsequent Voting Representatives. The Unit Owners or their Voting Representatives present may adjourn the meeting despite the absence of a quorum. In the event of any such adjourned meeting, not further notice of the adjourned meeting need be given to any of the Members.
4.8. The number of votes which each Unit Owner or his Voting Representative shall be entitled to case in any of the affairs of the Association requiring a vote, and which votes are assigned to a particular Unit, shall be equal to the respective figure shown opposite each Unit in Exhibit “D” of the Declaration (representing the percentage of Common Interest in the Common Elements), multiplied in each case by 100, thereby resulting in 10,000 votes in the aggregate.
4.9. Only Unit Owners in good standing shall be entitled to vote in the affairs of the Association at any annual or special meeting thereof. A Unit Owner shall be deemed to be in “good standing” and “entitled to vote” if, and only if, he shall have fully paid all Assessments made or levied against him and his Unit or Units by the Trustees as hereinafter provided, together with all interest, costs, attorneys’ fees, penalties and other expenses, if any, properly chargeable to him and against his Unit or Units, at least three (3) days prior to the date fixed for such annual or special meetings.
4.10. A Unit which has been acquired by the Association in its own name or in the name of its agent, designee or nominee on behalf of all the Unit Owners shall not be entitled to vote so long as it continues to be so held.
4.11. As to matters involving the disposition of assets or the granting of rights or easements in the Condominium Property, the affirmative vote of Unit Owners or their Voting Representatives representing a majority of the total outstanding votes of the Association, shall be required which affirmative vote must be accompanied by the consent of the holders of the first mortgages on the Units with respect to which such affirmative vote shall have been given. All other decisions of the Unit Owners, unless otherwise expressly set forth herein or in the Condominium Act, shall require for passage the affirmative vote of the Unit Owners or their Voting Representatives representing a majority of the total votes represented at any given meeting.
4.12. Any action involving the disposition of assets, or the granting of rights or easements in the Condominium Property, or the amendment of these By-Laws, may be taken without a meeting on such matters by written consent (setting forth the action so taken or to be taken) of the required number of Unit Owners or their Voting Representatives, together with the written consent of the holders of first mortgages on the Units for which such assent is given. Approval or disapproval by a Unit Owner of any matter, whether or not the subject of a meeting, shall be by the person holding title to the Unit on the books of the Condominium at the time of the execution of the instrument, or his Voting Representative, if no meeting is being held, or by the person owning the Unit on the record date, or his Voting Representative, if such record date had been fixed and a meeting is to be held.
4.13. The Secretary shall compile and keep up to date at the principal office of the Association, a complete list of the Members and their last known post office addresses. Such list shall also show opposite each Member’s name, the number of the Unit or Units owned by him, the percentage of Common Interest of the Member in the Common Elements in the Condominium, the number of votes which the Unit Owner is entitled to vote at meeting of the Association, and the Voting Representative, if any. This list shall be open to inspection by all Members and other persons lawfully entitled to inspect the same at reasonable hours during regular business days. The Secretary shall also keep current and retain custody of the minute book of the Association, containing the minutes of all annual and special meetings of the Association and all resolutions of the Trustees.
4.14. The order of business at the annual meeting of the Members shall be:
(a) Call the roll.
(b) Proof of notice of the meeting or certification as to waivers.
(c) Selection and appointment of supervisors of election.
(d) Election of Trustees.
(e) Reading of minutes of preceding meeting.
(f) Reports of the officers.
(g) Reports of the Trustees.
(h) Reports of Committees.
(i) Unfinished business.
(j) New business.
(k) Adjournment.
4.15. The order of business at all other meetings of the Members shall as far as practical conform to the order of business at the annual meeting insofar as the special purpose of the meeting will permit.
ARTICLE 5
BOARD OF TRUSTEES
5.1. The Condominium shall be administered and managed and the affairs of the Association shall be governed, by a Board of Trustees consisting of five persons, each of whom shall be over the age of eighteen years. They need not be Unit Owners.
5.2. Subject to the provisions of the Declaration, at the first election, the Trustees shall be elected to serve for a term of one year. At all subsequent elections the Trustee or Trustees to be elected at such election shall be elected for a term of one year. The Trustees designated in the Certificate of Incorporation of the Association shall act as the first annual meeting of the Members. Each Trustee shall serve until his successor shall be elected and shall serve without compensation.
5.3. At least 2 months preceding the annual meeting of the Members, the President shall appoint a nominating committee of three. The nominating committee, after considering the qualifications of individuals (and consulting with the Developer under the Declaration during the period that said Developer holds 20 or more Units), shall select an individual or individuals to be elected as Trustee. Such committee shall report its nominees to the President at least fifteen (15) days before the annual meeting.
5.4. Any five Unit Owners in good standing, or a Unit Owner of five or more Units may nominate candidates to the Board of Trustees by presenting such nominations in writing signed by them to the Secretary. Such petition shall be presented not less than fifteen (15) days before the annual meeting.
5.5. At least ten (10) days prior to the annual meeting, the Units Owners shall be notified in writing of all candidates to the Board of Trustees and shall be furnished with ballots. The names of all candidates shall be either typed or printed upon all ballots. Where there is more than one candidate such names shall be arranged in alphabetical order.
5.6. Those candidates receiving the greater number of votes out of the number of Trustees to be elected shall be declared elected and in case of a tie vote as to the last place to be filled, a new ballot shall be cast in order to determine the last successful candidate excluding those with a smaller number of votes who shall be declared defeated. Cumulative voting shall not be permitted.
5.7. Unit Owners or their Voting Representatives may cast their vote prior to the annual meeting by depositing their ballots with the Secretary, to be opened by him at the meeting, and are not required to be present at the meeting to case their ballots for the election of the Trustees.
5.8. If the office of any Trustee shall become vacant by reason of his death, resignation, retirement, disqualification, removal from office or otherwise, the remaining Trustees, at a special meeting duly called for such purpose, shall choose a successor, who shall serve for the remaining unexpired term of the Trustee replaced.
5.9. Trustees (except those selected by the Developer under the Declaration pursuant to the provisions of Paragraph 8.1 thereof) may be removed with or without cause, by the affirmative vote of Unit Owners or their Voting Representatives having two-thirds of the outstanding votes of the Association at any annual or special meeting of Members duly called for such purpose.
5.10. The first or organizational meeting of each newly elected Board of Trustees shall be held immediately upon adjournment of the meeting of Members at which they were elected and at the same place where the meeting of Members was held, provided a quorum is present. If a quorum of the Board is not then present, such first or organizational meeting shall be held as soon thereafter as may be practicable provided notice is given to each Trustee as set forth in 5.11 of this Article unless waived as provided in 5.12 of this Article.
5.11. The Board of Trustees shall meet regularly at least once a month on the first Thursday of each month or on such other day as the Board may fix. The meetings shall be held at the principal office of the Association or at such other places as the Board may determine. The annual meeting of the Board shall be held immediately following the annual meeting of the Members at the place where such annual meeting of the Members is held. A special meeting of the Board may be called by the President or Vice President on two (2) days notice given either in writing, in person, by telephone, or by wire to each Trustee. Such special meeting must be called on the demand or request of two members of the Board.
5.12. Regular meetings once established may thereafter be held without notice at the time and place agreed upon by the Board. If the time or place of a regular meeting be changed by circumstances beyond the control of the Board, notice of the change shall be given in the same manner as for a special meeting. Notice of a meeting need not be given to any Trustee who submits a waiver of notice, whether such waiver be before or after the meeting. Attendance at the meeting shall be deemed to be a waiver of notice thereof.
5.13. At all duly convened meetings of the Board of Trustees, a majority of the Trustees shall constitute a quorum for the transaction of business except as otherwise expressly provided in these By-Laws or by law, and the acts of the majority of the Trustees present at such meeting at which a quorum is present, shall be the acts of the Board of Trustees. If at any meeting of the Board of Trustees there shall be less than a quorum present, the Trustee or Trustees present may adjourn the meeting from time to time, and at any such adjourned meeting at which a quorum is present, any business that might have been transacted at the meeting as originally called, may be transacted without further notice to any Trustee.
5.14. The Board of Trustees shall have and exercise all lawful powers and duties necessary for the proper conduct and administration of the affairs of the Association and the administration and management of the Condominium and Condominium Property, and may do or cause to be done all such other lawful acts and things as are not by law, by these By-Laws or otherwise, directed or required to be done or exercised by the Unit Owners, or by others. In the performance of its duties as the administering body of the Association and of the Condominium, the Board of Trustees shall have the powers and duties set forth in the Condominium Documents, including but not limited to, the following:
A. The operation, management, maintenance, renewal, replacement, repair, care, cleaning, upkeep, protection and surveillance of the Condominium and the Condominium Property and all other property, real or personal, of the Association.
B. The preparation not later than November 1st of each calendar year of a budget or estimate of Common Expenses for the next succeeding fiscal year which shall include, but not be limited to, reasonable reserves for depreciation, retirements and renewals. The total amount of such budget or estimate shall be assessed against all of the units and the respective Unit Owners thereof, in the same proportion as their respective undivided Common Interests in the Common Elements as set forth in Exhibit “D” to the Declaration. The proportionate amounts thus found applicable to each Unit shall be payable by the Unit Owners thereof to the Association in equal monthly installments as provided in Article 9 of the Declaration. On or before the due date of the first monthly installment, the Association shall prepare and deliver or mail to each Unit Owners a statement showing the amount thereof and the amount assessed against such Unit for the entire fiscal year, and shall not be obligated to give notice of any subsequently accruing monthly payments for such fiscal, year, and the omission of notice of such installment shall not relieve such Unit Owners from his obligation to pay such monthly installments promptly when and as they become due and payable. The omission by the Board of Trustees to fix the Assessments for the next fiscal year shall not be deemed a waiver or modification in any respect of the provisions hereof or the Condominium Documents, or a release of the Unit Owners from the obligation to pay the Assessments; or any installment thereof for any such year, but the Assessment fixed for the preceding fiscal year shall continue until a new Assessment is fixed.
C. By majority vote of the Board, to adjust or increase the amount of any annual Assessment for Common Expenses and monthly installments thereof, and to levy and collect in addition thereto, special Assessments for Common Expenses in such amounts as the Board may deem proper, whenever the Board is of the opinion it is necessary to do so in order to meet increased operating or maintenance costs, or additional capital expenses, or because of emergencies provided, however, that all such increased or special Assessments shall be made or levied against the Unit Owners and the Units owned by the, respectively, in the same proportions or percentages as provided in Exhibit “D” to the Declaration.
D. To use and expend any sums collected from such Assessments for the operation, management, maintenance, renewal, replacement, repair, care, cleaning, upkeep, surveillance and protection of the Condominium Property and all of the real and personal property of the Association. No expenditures for capital improvements in excess of $10,000 for any one item shall be made by the Trustees without the affirmative vote of the Unit Owners or their Voting Representatives representing a majority of the total votes at an annual meeting or special meeting called for that purpose at which a quorum was present. In the event there shall be any Common Surplus remaining at the end of each fiscal year, then the same shall, in the discretion of the Developer, either be returned to the Unit Owners in the same proportion as their Common Interest therein as soon as practicable after the end of such fiscal year or credited to the next installment of monthly assessments.
E. To require all officers and employees of the Association and Managing Agent handling, or responsible for funds of the Association or funds in its possession or under its control to furnish adequate fidelity bonds, in form, penalties and with corporate surety satisfactory to the Board of Trustees. The premiums on such bonds shall be paid by the Association as part of the Common Expenses.
F. To pay all taxes and assessments levied or assessed against any property of the Association, exclusive of any taxes or Assessments levied against any Unit or otherwise properly chargeable to the Unit Owner or Unit Owners thereof.
G. To employ and dismiss such clerks, workmen, janitors, watchmen and other personnel, and to purchase or arrange for such services, machinery, equipment, tools materials and supplies, as in the opinion of the Board of Trustees may from time to time be necessary for the proper operation and maintenance of the Condominium and the Condominium Property, except the portions thereof required to be maintained by Unit Owners.
H. To collect delinquent Assessments made by the Association through the Board of Trustees against any Units and the respective Unit Owners thereof, together with such costs and expenses incurred in connection therewith, including but not limited to filing fees, court costs and attorneys’ fees, whether by suit or otherwise, to abate nuisances and enforce observance of the Rules and Regulations relating to the Condominium, by injunction or such other legal action or means as the Board of Trustees may deem necessary or appropriate.
I. To employ or retain legal counsel, engineers and accounts, and to fix their compensation whenever such professional advice or services may be deemed necessary by the Board for any proper purposes of the Association, including but not limited to those hereinbefore or hereinafter referred to in these By-Laws.
J. To cause such operating accounts, and escrow and other accounts, if any, to be established and opened as the Board of Trustees may deem appropriate form time to time and as may be consistent with good accounting practices.
K. (1) To cause a complete audit of the books and accounts of the Association to be made by a competent certified public accountant at the end of each fiscal year, and at such other time or times as may be deemed necessary. The Board of Trustees shall also prepare at the end of each fiscal year and furnish to the Unit Owner of each Unit a report of the business and affairs of the Association, showing its transactions and reflecting fully and accurately its financial condition. (2) To keep detailed books of account, in chronological order, of the receipts and expenditures affecting the Condominium and its administration and specifying the amount of the Common Expenses, Common Receipts and Common Surplus, and the portions thereof attributable to each Unit.
L. To make and enforce compliance with such reasonable Rules and Regulations relative to the operation, use and occupancy of the Units, the Common Elements and other Condominium Property (including the assignment to each Unit of the exclusive right to the use of certain parking spaces on a uniform, reasonable equitable basis), and to amend the same from time to time as the Board shall deem necessary or appropriate, which Rules and Regulations when approved by appropriate resolutions shall be binding on the Unit Owners, and the tenants and occupants of Units. A copy of such Rules and Regulations and copies of any amendments thereto shall be delivered or mailed to each Unit Owner of a Unit promptly upon the adoption thereof. The Rules and Regulations shall be subject to change by a majority of the Unit Owners.
M. The Board of Trustees shall maintain the insurance and keep the Condominium Property insured as provided in Article 15 of the Declaration. The Board of Trustees shall review the insurance requirements and the limits thereof once each year. The Association shall pay the premiums on the aforementioned policies as Common Expenses. In the event the amount of any premium on such insurance shall be increased above the normal premium because of a particular use of, or hazard or risk in a Unit, then the Unit Owner of such Unit shall be solely liable for the increase, and the same shall not constitute a Common Expense.
N. To collect all proceeds of all casualty or physical damage insurance and to apply the same towards the cost of repair, restoration or replacement of any damaged Condominium Property in accordance with the provisions of the Declaration and these By-Laws.
O. To prosecute all proceedings with respect to the taking, injury or destruction by eminent domain of the Common Elements or any part thereof, or any part of the Condominium Property, provided, however, that the Board of Trustees shall not compromise any claim without the affirmative vote of Unit Owners or their Voting Representatives representing at least a majority of the total outstanding votes of the Association at an annual meeting or special meeting thereof called for that purpose. The Board of Trustees shall also determine whether it shall be appropriate to apply any sums payable with respect to such taking, injury or destruction to the repair or replacing of the Common Elements or Condominium Property injured or destroyed as a result thereof and shall distribute any sums not so applied as provided in Article 16 of the Declaration.
P. To purchase any Unit in the Condominium on which the Association has a lien as a result of the failure of a Unit owner to pay his pro rata share of Common Expenses following execution upon such lien in order to protect the interest of the Association and the Members thereof, and otherwise to hold, lease, sub-let, mortgage and convey the same.
Q. To lease or license the use of Common Elements in a manner not inconsistent with the rights of the Unit Owners and first mortgagees holding liens on such Units.
R. In its discretion to employ a professional Managing Agent and to delegate to such Agent the following powers and duties:
(i) Ministerial duties, which by the Condominium Act, are not required to be done by the Association or the Unit Owners;
(ii) Powers which require only ministerial functions in order to carry out the intent and purpose of the power, which powers are not required to be enforced only by the Association or the Unit Owners; and
(iii) Delegate all powers and duties not prohibited by law or by these By-Laws.
S. To perform such other duties as are contained in the Declaration or any amendment or supplement thereto.
OFFICERS
6.1. The officers of the Association shall be a President, Vice President, Secretary and a Treasurer. The Secretary may be eligible to the office of Treasurer. The President shall also be a member of the Board of Trustees.
6.2. The officers of the Association shall be elected annually by the Board of Trustees at the organization of each new Board and shall hold office until their successors are elected or appointed by the Board and qualify, provided that each officer shall hold office at the pleasure of the Board of Trustees and may be removed either with or without cause and his successor elected at any annual or special meeting of the Board called for such purpose, upon the affirmative vote of a majority of the members of the Board. The Board of Trustees may, from time to time, appoint such other officers as their judgment are necessary.
6.3. The President shall be the chief executive officer of the Association and shall preside at all meetings of the Members and of the Board of Trustees. He shall have the general powers and duties usually vested in the office of President of an Association, including but not limited to, the power to appoint committees from among the Members and Voting Representatives from time to time as he may deem appropriate to assist in the conduct of the affairs of the Association. He shall execute such deeds, leases, mortgages, bonds, notes, contracts and other instruments, in the name of and on behalf of the Association and under its corporate seal when a seal is required, except when such documents are required or permitted by law to be otherwise executed and except when the signing and execution thereof shall be delegated by the board of Trustees to another officer or agent of the Association.
6.4. The Vice President shall perform all duties as shall be delegated to him by the President. He shall serve as chairman of the respective committees which the President shall deem appropriate. He shall exercise the powers and perform the duties of the President in his absence or disability.
6.5. The secretary shall attend all meetings of the Board of Trustees and all meetings of the Members, and shall record all votes and the minutes of all meetings and proceedings, including resolutions, in a minute book to be kept for that purpose and shall have charge of the minute book and such records and papers as the Board shall direct and perform all duties incident to the office of Secretary, including the sending of notices of meetings to the Members, the Board of Trustees and committees and such other duties as may be prescribed by the By-Laws or by the Board of Trustees or the President. He shall also have custody of the corporate seal and when authorized by the Board, shall affix the same to any instrument requiring it and attest the same when appropriate.
6.6. The Treasurer shall have responsibility for the Associations’ funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Association and shall deposit all monies, checks and other valuable effects in the name and to the credit of the Association in such depositories as may from time to time be ordered by the Board or by the President, making proper vouchers for such disbursements and shall render to the President and Trustees, at the regular meetings of the Board or whenever they are either of them shall require, an account of his transactions as Treasurer and of the financial condition of the Association.
6.7. The officers of the Association shall serve without compensation except that they shall be entitled to reimbursement for all expenses reasonable incurred in the discharge of their duties.
ARTICLE 7
INDEMNIFICATION OF OFFICERS AND DIRECTORS
7.1. The Trustees and officers shall not be liable to the Unit Owners for any mistake of judgment, negligent or otherwise, except for their own individual willful misconduct or bad faith. The Association shall indemnify every Trustee and officer, his heirs, executors and administrators, against all loss, costs and expenses, including counsel fees, reasonable costs incurred by him in connection with any action, suit or proceeding to which he may be made a party by reason of his being or having been a Trustee or officer of the Association except as to matters as to which he shall be finally adjudged in such action, suit or proceeding to be liable for willful misconduct or bad faith. In the event of a settlement, indemnification shall be provided only in connection with such matters covered by the settlement as to which the Association is advised by counsel that the person to be indemnified has not been guilty of willful misconduct or bad faith in the performance of his duty as such Trustee or officer in relation to the matter involved. The foregoing rights shall not be exclusive of their rights to which such Trustee or officer may be entitled. All liability, loss, damage incurred or suffered by the Association by reason of or arising out of or in connection with the foregoing indemnification provisions shall be treated by the Association as Common Expenses, provided, however, that nothing in this Article contained shall be deemed to obligate the Association to indemnify any Member or Unit Owner who is or has been a Trustee or officer of the Association, with respect to any duties or obligations assumed or liabilities incurred by him under and by virtue of his membership in the Association or as a Unit owner of a Unit.
ARTICLE 8
MORTGAGES
8.1. A Unit Owner who mortgages his Unit shall notify the Association of the name and address of his mortgagee and the Association shall maintain such information in a book entitled “Mortgages of Units”.
8.2. The Trustees whenever so requested in writing by a mortgagee of a Unit shall promptly report any then unpaid Assessments for Common Elements due from, or any other default by, the Unit Owner of the mortgaged Unit.
8.3. The Trustees when giving notice to the Unit Owner of a default in paying Assessments for Common Elements or other default, shall send a copy of such notice to each holder of a mortgage covering such Unit whose name and address had theretofore been furnished to the Association.
8.4. Each mortgagee of a Unit who shall have given the aforesaid information to the Association shall be permitted to examine the books of account of the Condominium at reasonable times, on business days.
ARTICLE 9
FISCAL YEAR
9.1. The fiscal year of the Association shall begin on the first day of January in each year.
ARTICLE 10
CORPORATE SEAL
10.1 The corporate seal of the Association shall contain the name “Stonegate Village Condominium Association Inc.”, and the year of incorporation.
ARTICLE 11
AMENDMENTS TO BY-LAWS
11.1. Amendments to the By-Laws shall be proposed by either the Board of Trustees or by Unit Owners of a least thirty (30) Units. The proposed amendment must be reduced to writing and shall be included in the notice of any meeting at which action is to be taken thereon.
11.2. The affirmative vote of Unit Owners or of their Voting Representatives representing 75% of the total outstanding votes of the Association shall be required to amend these By-Laws.
11.3. Notwithstanding the foregoing provisions of this Article 11, no Amendments of these By-Laws shall abridge, omit or alter the rights of the Developer to designate and select members of the Board of Trustees as provided herein.
ARTICLE 12
PARLIAMENTARY RULES
12.1. Roberts Rules of Order (latest edition) shall govern the conduct of proceedings of the Association and the Board of Trustees.
ARTICLE 13
DISSOLUTION
13.1 In the event it shall be deemed advisable and for the benefit of the Members of the Association that the Association shall be dissolved, the procedures concerning dissolution set forth in Chapter 1, Section 20 of Title 15 of the Revised Statutes of the State of New Jersey, entitled “Corporations and Associations Not for Profit”, shall be followed.
13.2. In the event of dissolution, the assets of the Association, after the payment of all debts including mortgages and other encumbrances, shall be distributed to the Unit Owners in the same proportion as their respective Common Interests in the Common Elements.
ARTICLE 14
DEFAULT AND REMEDIES
14.1. In the event of any default by any Unit Owner under the provisions of the Condominium Act, the Declaration, By-Laws or rules and regulations of the Association, the Association shall have each and all of the rights and remedies which may be provided for in the Condominium Act (except as otherwise provided in the Declaration or By-Laws), Declaration, By-Laws or said rules and regulations or which may be available at law or in equity, any may prosecute any action or other proceedings against such defaulting Unit Owner and/or others for enforcement of any lien, statutory or otherwise, including foreclosure of such lien and the appointment of a receiver for the Unit and ownership interest of such Unit Owner, or for damages or injunction or specific performance or for judgment for payment of money and collection thereof, or for any combination of remedies, or for any other relief. All expenses of the Association in connection with any such actions or proceedings, including court costs and attorneys’ fees and other fees and expenses and all damages, liquidated or otherwise, together with interest thereon at the maximum legal rate shall be charged to and assessed against such defaulting Unit owner, and shall be added to and deemed part of his respective share of the Common Expenses, and the Association shall have a lien for all of the same, as well as for non-payment of his respective share of the Common Expenses, upon the Unit and Owner and upon all of his additions and improvements thereto and upon all of his personal property, in his Unit or located elsewhere on the Condominium Property. In the event of any such default by any Unit Owner, the Association and the Board of Directors, and the manager or managing agent if so authorized by the Board of Trustees shall have the authority to correct such default, and to do whatever may be necessary for such purpose and all expenses in connection therewith shall be charged to and assessed against such defaulting Unit Owner. Any and all of such rights and remedies may be exercised at any time and from time to time, cumulatively or otherwise, by the Association.
ARTICLE 15
MISCELLANEOUS
15.1. The Owners of the respective Units agree that if any portion of a Unit or Common Element encroaches upon another, a valid easement for the encroachment and the maintenance of the same, so long as it stands, shall and does exist. In the event any of the Buildings are partially or totally destroyed, and then rebuilt, the Owners of the Unit agree that encroachments of parts of the Common Elements or Units due to construction shall be permitted, and that a valid easement for said encroachments and the maintenance thereof shall exist.
15.2. That no Unit Owner may exempt himself from liability for his contribution towards the Common Expenses by waiver of the use and enjoyment of any of the Common Elements, or by the abandonment of his Unit.
15.4. The fact that some or all of the officers, Trustees, Members or employees of the Association and the Developer are identical, and the fact that the Developer may enter into certain agreements with the Association, or that certain other contracts with third parties have been entered into prior to the filing of the Declaration or the closing of any of the sales of the Units, shall not vitiate any such agreements and the Association and the Members thereof, from time to time, will be obligated to abide by and comply with each and every of the terms and conditions of said agreements. The purchase of a Unit, and the acceptance of the deed therefore, by any party shall constitute the ratification, confirmation and approval by such purchaser, his heirs, legal representatives, successors and assigns of the propriety and legality of said agreements.
15.5. If any provision of these By-Laws, or the Declaration of the Association, or of the Condominium Act, or any section, sentence, clause, phrase or word, or the application there of in any circumstances, is held invalid, the validity of the remainder of these By-Laws, the Declaration, or the Condominium Act, and the application of any such provision, section, sentence, clause, phrase or work in other circumstances shall not be affected thereby.
15.6. Whenever notices are required to be transmitted hereunder, the same shall be sent to the Unit Owners by Certified Mail, Return Receipt Requested, at their place of residence in the Buildings unless the Unit owner has by written notice specified a different address. Notices to the Association shall be transmitted by Certified mail, Return Receipt Requested, to 159 Main Street, Chatham, New Jersey 07928. Notices to the Developer shall be mailed to it by Certified Mail, Return Receipt Requested, to 159 Main Street, Chatham, New Jersey 07928. All notices shall be deemed and considered sent when mailed as aforesaid. Any party may change his or its mailing address by written notice.
15.7. All definitions contained in the Declaration are adopted herein and reference to any such defined term is intended to have the meaning as defined in the Declaration. Whenever the masculine singular form of the pronoun is used in these By-Laws, it shall be construed to mean the masculine, feminine or neuter singular or plural, wherever the context so requires.
DECLARATION CREATING AND
ESTABLISHING STONEGATE
VILLAGE CONDOMINIUM
______________________________________
THE BARBA COMPANY
AND
CRESTMONT SAVINGS AND LOAN ASSOCIATION
_______________________________________
DATED: 1974
_______________________________________
Prepared by: Gerald W. Hull, Jr.
Shanley & Fisher
570 Broad Street
Newark, New Jersey 07102
(201) 643-1220