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16A-020 Fairway Village Declaration of Trust & By-lawsDocument 10 FAIRWAY VILLAGE CONDOMINIUM DECLARATION OF TRUST and BY -LAWS This declaration of Trust made this a/S T day of �V ,-uC- , 1985, at Northampton, Hampshire County, Massachusetts by RICHARD C. CAPARSO of Auburn, Massachusetts PHILIP P. CAPARSO of Worcester, Massachusetts and CAROL JANDRON of Southbridge, Massachusetts (hereinafter called the "Trustees "), which term and any pronoun referring thereto shall be deemed to include their successors in trust hereunder and to mean the trustee or the trustees for the time being hereunder, wherever the context so permits). The said Trustees have been appointed by the Fairway Village, Inc. (hereinfater the "Declarant ") in the Master Deed of Fairway Village Condominium dated G � 2/, 1985 and recorded as 1985 document No. a 5 - 76 In the Hampshire County Registry of Deeds. The trust hereby created shall be known as the FAIRWAY VILLAGE CONDOMINIUM TRUST, and under that name, so far as legal, convenient and practicable, shall all business carried on by the Trustees be conducted and shall all instruments in writing by the Trustees be executed. All of the rights and powers in and with respect to the common areas and facilities of the FAIRWAY VILLAGE CONDOMINIUM, established by a Master Deed of even date and recorded herewith which are by virtue of provisions of" Chapter 183A of the Massachusetts General Laws conferred upon or exercisable by the organization or unit owners of said Condominium, and all property, real and personal, tangible and intangible, conveyed to the Trustees hereunder shall vest in the Trustees as joint tenants with right of survivorship as Trustees of this Trust, in trust to exercise, manage, administer and dispose of the same and to receive the income thereof for the benefit of the owners of record from time to time of the units of said Condominium (hereinafter called the "Unit Owners "), according to the schedule of beneficial interest set forth in said Master Deed and in accordance with provisions of said Chapter 183A, this Trust being the organization of the Unit Owners established pursuant to provisions of said Chapter 183A for the purposes therein set forth. The undersigned, being the first Board appointed by the Declarant under the Master Fairway Village Condominium, hereby declare following By -Laws of the Fairway Village Coi Association, established for the benefit of of Fairway Village Condominium as owners of interests in said Trust: of Trustees Deed creating and adopt the Zdominium the Unit Owners beneficial 2 BY -LAWS OF FAIRWAY VILLAGE CONDOMINIUM ASSOCIATION ARTICLE I Plan of Unit Ownership Section 1 . Unit Ownership These By -Laws have been enacted by and for the organization of unit owners of the property located at Spring Street, (Leeds) Northampton, Hampshire County, Massachusetts (hereinafter called the "Property ") which is more particularly described in the Master Deed dated l o kmR-d"vy a,/ , 1985, recorded in the Hampshire County Registry of Deeds, and which has been submitted to the provisions of Chapter 183A of Massachusetts General Laws by Fairway Village Inc. (the "Declarant "). The Condominium thereby created shall be known as Fairway Village Condominium (hereinafter called the "Condominium ") and the organization created by these By -Laws shall be known as the Fairway Village Condominium Association (the "Association "). Section 2 Applicability of By -Laws The provisions of these By -Laws are applicable to the Property of the Condo- minium and to the use and occupancy thereof. The term "Property" as used herein shall include the land, the buildings ( "Buildings ") and all other improvements thereon, including the Golf Unit and the Residential Units ( "Units ") and common areas and facilities including the Golf Common Area ( "Common Elements ") owned in fee simple absolute, and all easements, rights and appurtenances belonging thereto, and all other property, personal or mixed, intended for use in connection therewith, all of which have been submitted to the provisions of said Chapter 183A of Massachusetts General Laws. Section 3 . Application All present and future owners, mortgagees, lessees and occupants of Units and their licenses and employees, and any other persons who may use the facili- ties of the Property in any manner are subject to these By -Laws and the Master Deed, as well as any Rules and Regula- tions which may be adopted by the Board, and all covenants, agreements, restrictions, easements and declarations of record ( "title conditions "). The acceptance of a deed or conveyance lease or the act of occupancy of a Unit shall constitute an agreement that these By -Laws, all Rules and Regulations, the provisions of the Master Deed, as they may be amended from time to time, and the title conditions are accepted, ratified, and will be complied with. Section 4 . Office The office of the Condominium and of the Board shall be located at Spring Street, (Leeds) Northampton, Massachusetts, or at such other location as the Trustees may from time to time determine. 3 ARTICLE II Tru�tPac Section 1 . Number and Term The number of Trustees which shall constitute the whole Board of Trustees ( "Board" or "Trustees ") shall be three (3) provided, however, if and when the Master Deed for the Property is amended to include additional Phases beyond Phase 1B (as defined in said Master Deed) the number of Trustees shall be increased to five (5). Until succeeded by the Trustees elected by the Unit Owners, Trustees need not be residents and Unit Owners. However, Trustees elected at the First Annual meeting as defined herein and all Trustees serving thereafter shall be both residents and Unit Owners. Except the first elected Board which is described in Section 2 of this Article, Trustees shall be elected for three year terms on a staggered basis. In any event, however, each Trustee shall hold office until such time as his successor has been elected. Section 2 . Term of Board Elected at First Annual Meeting At the first annual meeting, three Trustees shall be elected to serve the following staggered terms: One Trustee shall serve for one year, one Trustee shall serve for two years and the third Trustee shall serve for three years. In the event that the Master Deed is amended to include phases after Phases lA and 1B or any portion thereof, at the next annual meeting following such amendment, the two Trustees added due to said amendment shall serve the following staggered terms: one shall serve two years and one shall serve three years. Each of the Trustee positions shall be the subject of a separate vote at said first annual meeting. At the end of their respective terms, Trustees shall be eligible for reelection and they or their elected successors shall serve full three year terms. Section 3 . Powers and Duties The Board shall have the powers and duties necessary for the administration of the affairs of the Condominium and may do all such acts and things except as by law or by the Master Deed or by these By -Laws may not be delegated to the Board of Trustees by the Unit Owners. Such powers and duties of the Board shall include, but shall not be limited to the following: (a) Operation, care, upkeep and maintenance of the Common Elements. (b) Determination of the common expenses required for the affairs of the Condominium, including, without limitation, the operation and maintenance of the Property. Owners. (c) Collection of the common charges from the Unit (d) Employment and dismissal of the personnel necessary or advisable for the maintenance and operation of the Common Elements. M (e) Adoption and amendment of the Rules and Regulations covering the details of the operation and use of the Common Elements subject to a right of the Unit Owners to overrule the Board (see Article VI, Section 14). (f) Opening of bank accounts on behalf of the Condominium and designating the signatories required therefor. (g) Leasing, managing, and otherwise dealing with the Common Elements. (h) Owning, conveying, encumbering, leasing and otherwise dealing with units conveyed to it or purchased by it as the result of enforcement of the lien for common expenses or otherwise. (i) Obtaining insurance for the Property. (j) Making of repairs, additions, and improvements to, or alterations of, the Property and repairs to and restoration of the Property in accordance with the other provisions of these By -Laws. (k) The Board shall have the power to enforce obligations of the Unit Owners, to allocate income and expenses, and to do anything and everything else necessary and proper for the sound management of the Condominium. The Board shall have the power to levy fines against the Unit Owners for violations of reasonable Rules and Regulations established by it to govern the conduct of the Unit Owners in the Common Elements. No fine may be levied for more than $20.00 for any one violation but for each day a violation continues after notice it shall be considered a separate violation. Collection of fines may be enforced against the Unit Owner or Unit Owners involved as if the fines were common charges owed by the particular Unit Owner or Unit Owners. In the case of persistent violation of the Rules and Regulations by a Unit Owner, the Board shall be the power to require such Unit Owner to post a bond to secure adherence to the Rules and Regulations. (1) Regulation of parking and the use of parking spaces in the Residential Common Area. (m) Purchase of units at foreclosure or other judicial sales in the name of the Condominium or its nominee, corporate or otherwise, on behalf of all Unit Owners. (n) Organizing corporations or trusts to act as nominees of the Condominium in acquiring title to or leasing of Units on behalf of all Unit Owners. Section 4 . Managing Agent The Board may employ for the Condominium a managing agent at a compensation 5 established by the Board of Trustees, to perform such duties and services as the Board shall authorize, including, but not limited to, the duties listed in subdivisions (a) (c), (d) (i) and (j) of Section 2 of this Article II. The Board may delegate to the managing agent, all of the powers granted to the Board by these By -Laws other than the powers set forth in subdivisions (b), (e), (f), (g), (h) and (k) of Section 2 of this Article II. Section 5 . First Board of Trustees. The first Board has been designated by the Declarant and consists of three Trustees designated to serve until the first annual meeting of Unit Owners, held pursuant to Article III, Section 1 of the By -Laws, at which time all Declarant - appointed Trustees shall resign and be replaced by Trustees elected by the Unit Owners, including the Declarant as owner of unsold Units, if any. Provided, further, in the event that the Master Deed is amended to include phases after Phases lA and 1B, the Declarant shall appoint two additional Trustees to serve until the first annual meeting as provided for in Article II, Section 2 hereof or until the next annual meeting in the event that said first annual meeting has already occurred. Any and all of said Trustees shall be subject to replacement, in the event of resignation or death, in the manner set forth in Section 7 of this Article. Section 6 . Removal Trustees, except the members of the first Board of Trustees, may be removed for cause by an affirmative vote of a majority of the Unit Owners. No Trustee shall continue to serve on the Board if, during his term of office, he shall cease to be a resident Unit Owner. Section 7. Vacancies Vacancies in the Board caused by any reason other than the removal of a member thereof by a. vote of the Unit Owners shall be filled by vote of a majority, of the remaining members at a special meeting of the Board held for that purpose promptly after the occurrence of any such vacancy, even though the members present at such meeting may constitute less than a quorum, and each person so elected shall be a member of the Board for the remainder of the term of the member. Notwithstanding the foregoing, however, vacancies on the Board in positions originally designated by the Declarant shall be filled by designation by the Declarant until the first annual meeting as set forth in Section 2 of Article II. Section 8 Organization Meetinq The first meeting of the members of the Board following the annual meeting of the Unit Owners shall be held within ten (10) days thereafter, at such time and place as shall be fixed by the Board at the meeting at which such Board shall have been elected, and no notice shall be necessary to the newly elected members of the Board in order legally to constitute such meeting, providing a majority of the whole Board shall be present at said election meeting. 1— 6 Section 9 . Regular Meetings Regular meetings of the Board may be held at such time and place as shall be determined from time to time by a majority of the members of the Board, but at least two such meetings shall be held during each fiscal year. Notice of regular meetings of the Board shall be given to each member of the Board, by mail or telegraph, at least five (5) business days prior to the day named for such meeting. Section 10. Special Meetings Special meetings of the Board may be called by the President on two (2) business days' notice to each member of the Board, given by mail or telegraph, which notice shall state the time, place and purpose of the meeting. Special meetings of the Board shall also be called by the President or Clerk in like manner and on like notice on the written request of at least two (2) members of the Board. Section 11 . Waiver of Notice Any member of the Board 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 such notice. Attendance by a member of the Board at any meeting of the Board shall constitute a waiver of notice by him of the time and place thereof. If all the members of the Board are present at any meeting of the Board, no notice shall be required and any business may be transacted at such meeting. Section 12 . Quorum of Board At all meetings of the Board, a majority of the members thereof shall constitute a quorum for the transaction of business, and the votes of a majority of the members of the Board present at a meeting at which a quorum is present shall constitute the decision of the Board. If at any meeting of the Board there shall be less than a quorum present, a majority of those present may adjourn the meeting from time to time. At any such adjourned meeting at which a quorum is present, any business which might have been enacted at the meeting originally called, may be transacted without further notice. Section 13 Action by Unanimous Consent Any action required or permitted to be taken at any regular or special meeting of the Board may be taken without a meeting if all the Trustees consent to the action in writing and the written consents are filed with the Clerk of the Board. Such consents shall be treated for all purposes as a vote at a meeting. Section 14 . Fidelity Bonds The Board shall attempt to obtain adequate fidelity bonds for all officers and employees of the Condominium handling or responsible for Condominium funds. The premium on such bonds shall constitute a common expense. 7 Section 15 . Compensation No member of the Board shall receive any compensation from the Condominium for acting as such. Section 16 Liability of the Board of Trustees The Trustees shall not be liable to the Unit Owners for any mistake of judgment, negligence, or otherwise, except for their own individual willful misconduct or bad faith, and the Board may secure insurance protecting the Trustees against such liability. The Unit Owners shall indemnify and hold harmless each of the Trustees against all contractual liability to others arising out of contracts made by the Board on behalf of the Condominium unless any such contract shall have been made in bad faith or contrary to the provisions of the Master Deed or of these By -Laws. It is intended that the Trustees shall have no personal liability with respect to any contract made by them on behalf of the Condominium. It is understood and permissible for the original Board, who are members of or employed by the Declar- ant, to contract with the Declarant and affiliated corporations without fear of being charged with self - dealing. It is also intended that the liability of any Unit Owner arising out of any contract made by the Board or out of the aforesaid indemnity in favor of the Trustees shall be limited to such proportion of the total liability thereunder as his interest in the Common Elements bears to the interests of all the Unit Owners in the Common Elements. Every agreement made by the Board or by the managing agent, or by the manager on behalf of the Condominium shall provide that the Trustees, or the managing agent, as the case may be, are acting only as agent for the Unit Owners and shall have no personal liability thereunder (except as Unit Owners), and that each Unit Owner's liability thereunder shall be limited to such proportion of the total liability thereunder as his interest in the Common Elements bears to the interest of all Unit Owners in the Common Elements. Section 17 . Certification re Status of Board. Notwith- standing the provisions of Article IV, Section 8, any instrument signed by a majority of the Board named in the Master Deed or a majority at any time of the members of the Board as they appear of record, and duly attested as the act of the Condominium, may be relied upon as establishing conclusively that such instrument was the free act of the Condominium, and shall be binding upon the Condominium. No purchaser, mortgagee, lender or other person dealing with the Board shall be bound to ascertain or inquire further as to the persons who are then members of the Board nor be affected by any notice, implied or actual, relative thereto, other than a certificate, signed by the Clerk of the Association and recorded in Hampshire County Registry of Deeds, and such recorded certificate shall be conclusive evidence of the membership of the Board and of any changes therein. 8 ARTICLE III Unit Owners Section 1. Annual Meetin s . Within one hundred and twenty (120) days after title to units with appurtenant rights to the common area which aggregate seventy-five (75% percent of the undivided common area interests in the Condo- (as described in Schedule A of the Master Deed) have been conveyed, but in no event later than three (3) years from the date of recording of the Master Deed in the Hamp- shire County Registry of Deeds, the Declarant shall call the first annual meeting of Unit Owners. Provided, however, in the event that the Master Deed is amended to include phases after Phase 1B or any portions thereof before the First Annual Meeting is called by the Declarant, the percentage required by the preceeding sentence shall be computed based on the new percentages of common area set forth in the Master Deed as most recently amended and the last date before which the Declarant may call the first annual meeting shall be five (5) years from the date of recording of the Master Deed. Thereafter, annual meetings shall be held on the anniversary of such date each succeeding year. At such meetings vacant Positions on the Board shall be ruled by a majority vote of the unit owners present. The Unit Owners may also transact such other business of the Condominium as may properly come before them. Section 2. Place of Meetinqs Meetings of the Unit Owners shall be held at the principal office of the Condomin- ium, or at such other suitable place convenient to the Unit Owners as may be designated by the Board. Section 3. Special Meetings It shall be the duty of the President to call a special meeting of the Unit Owners as. directed by the Board or upon a petition signed by Unit Owners having twenty (20 %) percent of the votes as defined in Section 6 of Article III having been presented to the Clerk. Section 4. Notice of Meetings It shall be the duty of the Clerk to mail a postage prepaid notice of each annual or special meeting, stating the purpose thereof as well as the time and place where it is to be held and any proxy materials deemed necessary by the Board, to each Unit Owner of record, at least ten (10) days prior to such meeting. Upon mailing in the manner provided in these By -Laws, notice shall be considered duly served. Section S. Adjournment of Meetings If any meeting of Unit Owners cannot be held because a quorum has not attended, a majority in common interest of the Unit Owners who are present at such meeting shall adjourn the meeting to a time not less than forty -eight (48) hours from the time the original meeting was called. Section 6. Voting and Proxies The Owner or Owners of each Unit, or some person designated by such Owner or Owners 9 to act as proxy on his or their behalf who need not be an Owner, shall be entitled to cast the votes appurtenant to such Unit at all meetings of Unit Owners. The designation of any such proxy shall be made in writing to the Clerk but only upon forms supplied by said Clerk. The Board shall have the authority to reject proxies on forms other than those created by the Clerk. Proxies shall be revocable at any time by written notice to the Clerk by the Owner or Owners so designating. Any or all of such Owners may be present at any meeting of the Unit Owners and may vote or take any other action as a unit either in person or by proxy. Each Unit Owner (including the Declarant, if the Declarant shall then own one or more Units) shall be entitled to cast one vote at all meetings of the Unit Owners for each one hundredth of one (.01) percent of interest in the Common Elements applicable to his, her or its Unit. For voting on matters relating to the entire condominium, including the Golf Unit, the percentages set forth as Common Area percentages in the Schedules to the Master Deed shall govern the number of votes to which a Unit is entitled. For voting on matters which do not directly or indirectly effect the Golf Unit the Residential Common Area percentage set forth in said Schedules will govern the number of votes per unit. In the event that a unit is owned by more than one person as tenants by the entirety, joint tenants or tenants in common, all such persons must designate in writing prior to the beginning of any meeting one representative who shall cast all the votes associated with said unit. A fiduciary shall be the voting member with respect to any Unit held in a fiduciary capacity. Any Unit or Units owned by the Board or its designee shall not be entitled to a vote. Section 7 Majority of Unit Owners As used in these By -Laws the term "majority of Unit Owners" shall mean those Unit Owners having more than fifty (50 %) percent of the total authorized votes of all Unit Owners determined in accordance with the provisions of Section 6 of this Article III. Section 8 . 211orum. Except as otherwise provided in these By -Laws, the presence in person or by proxy, of a majority of Unit Owners shall constitute a quorum at all meetings of the Unit Owners. Section 9 . Majority Vote The vote of a majority of Unit Owners present at a meeting at which a quorum shall be present shall be binding upon all Unit Owners for all purposes except where in the Master Deed or these By -Laws, or by law, a higher percentage vote is required. Section 10 . Golf Unit Votes Notwithstanding any other provision to the contrary contained herein, the owner of the Golf Unit shall be entitled to vote at meetings of the Unit Owners only on matters directly or indirectly affecting the Golf Unit. 10 ARTICLE IV Officers of the C ondominium Section 1. Designation The principal officers of the Condominium shall be the President, the Vice President, the Clerk and the Treasurer, all of whom shall be elected by the Board. The Board may appoint an assistant treasurer, an assistant clerk and such other officers as in its judgment may be necessary. The President and Vice President, but no other officers, need be members of the Board. Section 2 . Election of Officers. The officers of the Condominium shall be elected annually by the Board at the organization meeting of each new Board and shall hold office at the pleasure of the Board and until their successors are elected. Section 3. Removal of Officers. Upon the affirmative vote of a majority of the members of the Board, any officer may be removed, either with or without cause, and his successor may be elected at any regular meeting of the Board, or at any special meeting of the Board called for such purpose, or by unanimous consent of the Board, as provided for in Article II, Section 13 of these By -Laws. Section 4 . President The President shall be the chief executive officer of the Condominium. He shall preside at all meetings of the Unit Owners and of the Board. He shall have all of the general powers and duties which are incident to the office of President of a stock corporation organized under the business corporation law of the Commonwealth of Massachusetts, including but not limited to the power to appoint committees from among the Unit Owners from time to. time as he may in his discretion decide are appropriate to assist in the conduct of the affairs of the Condominium. Section 5. Vice - President The Vice - President shall take place of the President and perform his duties whenever the President shall be absent or unable to act. If neither the President nor the Vice - President is able to act, the Board shall appoint some other member of the Board to act in the place of the President on an interim basis. The Vice - President shall also perform such other duties as shall from time to time be imposed upon him by the Board or by the President. Section 6 . Clerk The Clerk shall keep the minutes of all meetings of the Unit Owners and of the Board; shall have charge of such books and papers as the Board may direct; and shall in general, perform all the duties incident to the office of Clerk of a stock corporation organized under the business corporation law of the Commonwealth of Massachu- setts. The Clerk shall annually certify in a written -- 11 instrument recorded in the Hampshire County Registry of Deeds the membership of the Board of Trustees. Section 7 . Treasurer The Treasurer shall have the responsibility for Condominium funds and securities and shall be responsible for keeping full and accurate financial records and books of account showing all receipts and disbursements and for the preparation of all required financial data. He shall be responsible for the deposit of all moneys and other valuable effects in the name of the Board, or the managing agent, in such depositories as may from time to time be designated by the Board, and he shall, in general, perform all the duties incident to the office of Treasurer of a stock corporation organized under the business corporation law of the Commonwealth of Massachusetts. No payment vouchers shall be paid unless and until approved by the Treasurer. Section 8 Agreements, Contracts, Deeds, Checks, etc All agreements, contracts, deeds, leases, checks, and other instruments of the Condominium shall be executed by any two (2) officers of the Condominium or by such other person or persons as may be designated by the Board. Section 9 Compensation of Officers No officer shall receive any compensation from the Condominium for acting as such. ARTICLE V Notices Section 1 . Definition Whenever under the provisions of the Master Deed or of these By -Laws, notice is required to be given to the Board, any Trustee or Unit Owner, it shall not be construed to mean 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 postpaid sealed wrapper addressed to the Board, such Trustee or Unit Owner at such address as appears on the books of the Condominium. Notice shall be deemed given as of the date of mailing. Section 2 Service of Notice - Waiver Whenever any notice is required to be given under the provisions of the Master Deed, of law, or of these By -Laws, a waiver thereof, in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed the equivalent thereof. ARTICLE VI Operation of the Residential Units Section 1. Determination of Common Expenses and Fixing of Common Charges. The Board shall from time to time, and at 12 least annually prepare a budget for the Residential Units, determine the amount of the common charges payable by the Unit Owners to meet the common expenses of the Residential Units and allocate and assess such common charges among the Residential Unit Owners according to their respective Residential Common Area Percentage. The common expenses shall include, among other things, the cost of all insurance premiums on all policies of insurance required to be or which have been obtained by the Board pursuant to the provisions of section 6 of this Article VI. The common expenses may also include such amounts as the Board may deem proper for the operation and maintenance of the Property, including, without limitation, an amount for working capital of the Residential Units, for a general operating reserve, for a reserve fund for replacements, and to make up any deficit in the Residential Unit common expenses for any prior year. The common expenses may also include such amounts as may be required for the purchase or lease by the Board, on behalf of all Unit Owners, of any Unit whose owner has elected to sell or lease such Unit or of any Unit which is to be sold at a foreclosure or other judicial sale. The Board may also levy a special or extraordinary assessment against the Residential Units in the event that the budget for any year is insufficient to pay any expenses or capital costs of the Residential Units. Any such special or extraordinary assessment shall be payable upon such terms and conditions as the Board may deem necessary. The Board shall advise all Residential Unit Owners, promptly in writing, of the amount of the common charges payable by each of them, respectively, as determined by the Board, as aforesaid and shall furnish copies of each budget on which such common charges are based, to all Residential Unit Owners and to their mortgagees. The Declarant will be required to pay only fifty (50 %) percent of the common charges allocable to any unoccupied Units completed and owned by the Declarant, but will be required to pay common charges in full on any occupied Unit owned by it. Section 2. Payment of Common Charges All Residential Unit Owners shall be obligated to pay the common charges assessed by the Board pursuant to the provisions of Section 1 of this Article VI monthly in advance or at such other time or times as the Board shall determine. No Unit Owner shall be liable for the payment of any part of the common charges assessed against his Unit for any period commencing after a sale, transfer or other conveyance by him of such Unit, together with the Appurtenant Interests, as defined in the Master Deed but shall remain liable for all common charges prior to the sale. In addition, any Unit Owner may, subject to the terms and conditions specified in these By -Laws, provided that his Unit is free and clear of liens and encumbrances other than the statutory lien for unpaid common charges, convey his Unit, together with the 13 Appurtenant Interests to the Board, and in such event be exempt from common charges thereafter assessed. A purchaser of a Unit shall be liable for the payment of common charges assessed and unpaid against such Unit prior to the acquisition by him of such Unit, except that a mortgagee or other purchaser of a Unit at a foreclosure sale of such a Unit shall not be liable for and such Unit shall not be subject to, a lien for the payment of common charges assessed prior to the foreclosure sale. Section 3 Collection of Assessments The Board shall take prompt action to collect any common charge due from any Unit Owner which remains unpaid after the due date thereof. In the event of default by any Unit Owner in paying to the Board the common charges as determined by the Board, such Unit Owner shall be obligated to pay interest at the prime rate of interest (adjusted quarterly) then used by the bank in Hampshire County designated by the Board from time to time on such common charges from the due date thereof, together with all expenses, including attorneys' fees, incurred by the Board in any proceeding brought to collect such unpaid common charges. The Board shall have the right and duty to attempt to recover such common charges, together with interest thereon, and the expenses of the proceeding, including attorneys' fees, in an action to recover the same brought against such Unit Owner, or by foreclosure of the lien on such Unit as provided in Section 6 of Chapter 183A of Massa- chusetts General Laws. Section 4 Foreclosure of liens for Unpaid Common Charges In any action brought by the Board to foreclose a lien on a Unit because of unpaid common charges, the Unit Owner shall be required to pay a reasonable rental for the use of his Unit and the plaintiff in such foreclosure action shall be entitled to the appointment of a receiver to collect the same. The Board, acting on behalf of all Unit Owners, shall have power to purchase such Unit at the foreclosure sale and to acquire, hold, lease, mortgage , convey or otherwise deal with the same but not to vote the votes appurtenant to said Unit. A suit to recover a money judge- ment for unpaid common charges shall be maintainable without foreclosing or waiving the lien securing the same. Section 5 Statement of Common Charges The Board shall promptly provide any Unit Owner so requesting the same in writing, with a written statement of all unpaid common charges due from such Unit Owner. Section 6 Insurance Section 6.1 Coverage The Board shall maintain, to the extent available, master policies of insurance of the following kinds, insuring the interests of the Association, the Trustees, all Residential Unit Owners and their mortgagees as their interests may appear. 14 A. Casualty or physical damage insurance on the buildings and all other insurable improvements forming part of the Condominium excepting areas found exclusively within the Golf Unit (including all of the Units but not including furniture, furnishings and other personal property of the Unit Owners therein), now existing or as they may from time to time be increased by amendment to the Master Deed, together with the service machinery, apparatus, equipment and installations located in the Condominium excluding the Golf Unit and existing for the provision of central services or for common use, in an amount not less than 100% of their full replacement value (exclusive of foundations) as determined by the Board in its judgment, against (1) loss or damage by fire and other hazards covered by the standard extended coverage endorsement, together with coverage for the payment of common expenses attributable to damaged Residential Units during the period of reconstruction, and (2) such other hazards and risks as the Board from time to time in its discretion shall determine to be appropriate, including but not limited to vandalism, malicious mischief, windstorm and water damage, boiler, furnace and machinery explosion or physical damage insurance. Such policy or policies shall provide (to the extent such clauses are so obtainable) (1) that such policies may not be cancelled or substantially modified without at least ten days' prior written notice to all of the insureds including each Unit mortgagee and (2) that the coverage thereof shall not be terminated for nonpayment of premiums without thirty days' notice to all of the insureds including each Unit mortgagee. Certificates of such insurance and all renewals thereof, together with proof of payment of premiums, shall be delivered by the Board to Unit Owners and their _ mortgagees upon request at least ten days prior to the expiration of the then current policies. B. Comprehensive public liability insurance in such amounts and forms as shall be determined by the Board, covering the Association, the Board, the Unit Owners and any manager or managing agent of the Condominium, with limits of not less than a single limit of $1,000,000 for claims for bodily injury or property damage arising out of one occurrence, a limit of $50,000 for each occurrence for water damage and legal liability endorsement to cover liability of any insured to other insureds. C. Workman's compensation and employer's liability insurance covering any employees of the Association. The Board may, in its sole discretion, purchase such other insurance as they shall determine. Section 6.2. Payment to Board in Case of Loss Such master policies shall provide that all casualty loss proceeds thereunder shall be paid to the Board of Trustees as insurance trustee under these By -Laws. The duty of the Board 15 as such insurance trustee shall be to receive such proceeds as are paid and to hold, use and disburse the same for the purposes stated in this Section and Section 7. If repair or restoration of the damaged portions of the Condominium is to be made, all insurance loss proceeds shall be held in shares for the Association and the owners of damaged Units in proportion to the respective costs of repair or restoration of the common areas and facilities and damaged Units, with each share to be disbursed to defray the respective costs of repair or restoration with any excess of any such share of proceeds above such costs of repair or restoration to be paid to the Association or Unit Owners for whom held upon completion of repair or restoration; but if pursuant to Section 7, restoration or repair is not to be made, all insurance loss proceeds shall be held as common funds of the Association and applied for the benefit of Unit Owners in proportion to their beneficial interests in the Association if the Condominium is totally destroyed, and, in the event of a partial destruction, after payment for such resonation of the common areas and facilities as the Board may determine, to those Unit Owners who have suffered damage in proportion to the damage suffered by them. Such application for the benefit of Unit Owners shall include payment directly to a Unit Owners' mortgagee if the mortgage so requires. Section 6.3 Other Provisions In addition to the coverage and provisions set forth in Section 6.1, the Trustees shall, in their discretion, see that all policies of physical damage insurance: (1) shall contain waivers of subrogation by the insurer as to claims against the Condominium, the Board, their employees, Unit Owners and members of the family of any Unit Owner who reside with said Unit Owner, except in cases of arson and fraud; (2) shall contain a waiver of defense of invalidity on account of the conduct of any of the Unit Owners over which the Board has "no control "; (3) shall provide that in no event shall the insurance under said policies be brought into contribution with insurance purchased individually by Unit Owners or their mortgagees; and (4) shall exclude policies obtained by individual Unit Owners from consideration under any "no other insurance" clause. The Board may include a deductible provision, up to $5,000, in their own discretion and in such greater amounts as the Unit Owners may authorize. Section 6.4 Owner's Insurance and Responsibility for Increase in Premiums of Master Policy. Each Unit Owner may obtain additional insurance for his or her own benefit at his or her own expense. No such policy shall be written so as to decrease the coverage under any of the policies obtained by the Board pursuant to Section 6.1 above, and each Unit Owner hereby assigns to the Board the proceeds of any such policy to the extent that any such policy does in fact decrease such coverage, said proceeds to be applied pursuant to the terms of this Section as if produced by such coverage. Copies of all such policies (except policies covering only personal 16 property of individual Unit Owners) shall be filed with the Board. Section 6.5 Notice of Owner's Improvements Each Unit Owner shall notify the Board of all improvements to his or her Unit (except personal property other than fixtures) which exceed a total value of One Thousand Dollars ($1,000.00) within twenty (20) days after the commencement of construction of such improvements and upon receipt of such notice, the Board shall notify the insurer under any policy obtained pursuant to Section 6 hereof of any such improvements. Section 6.6 Insurance a Common Expense The cost of the insurance purchased pursuant to Section 6 shall be a common expense for the Residential Unit Owners assessable and payable as provided in Sections 1 through 4 of this Article VI. Section 7 Repair or Reconstruction After Fire or Other Casualty In the event of damage to or destruction of the Buildings containing Residential Units (or any one of them) as a result of fire or other casualty, the Board shall arrange for the prompt repair and restoration of said Buildings (but not including any furniture, furnishings, or other personal property supplied by Unit Owners), and the Board shall disburse the proceeds of all insurance policies to the contractors engaged in such repair or restoration in appropriate progress payments. Any cost of such repair and restoration in excess of the insurance proceeds shall constitute a common expense and the Board may assess all the Residential Unit Owners for such deficit and for a completion' bond for such deficit as part of the common charges. If there shall have been a repair or restoration pursuant to the first paragraph of this Section, and the amount of insurance proceeds shall have exceeded the cost of such repair or restoration, then the excess of such insurance proceeds, if any, shall be added to the Condominium's reserve fund or, at the option of the Board, divided among all the Unit Owners in proportion to their respective common interests after first paying out of the share due each Unit Owner such amounts as may be required to reduce unpaid common area charges due on such Unit. Notwithstanding the foregoing if as a result of fire or other casualty the loss exceeds ten (10 %) percent of the value of the Condominium prior to the casualty, and (1) If seventy -five (75 %) percent of all Unit Owners do not agree within 120 days after the date of the casualty to proceed with repair; or restoration, the Condominium, including units, shall be subject to partition at the suit of any Unit Owner. Such suit shall be subject to dismissal at any time prior to entry of an order to sell if an appropriate 17 agreement to rebuild is filed. The net proceeds of the partition sale together with any common funds shall be divided in proportion to the Unit Owners' respective undivided ownership in the Common Elements. Upon such sale the Condominium shall be deemed removed from the provisions of Chapter 183A of the Massachusetts General Laws. (2) If seventy -five (75 %) percent of the Unit Owners agree to proceed with the necessary repair or restoration, the cost of the rebuilding of the Condominium, in excess of any available common funds including the proceeds of any insurance, shall be a common expense, provided, however, that if such excess costs exceed ten (10 %) percent of the value of the Condominium prior to the casualty, any Unit Owner who did not so agree may apply to the Superior Court of Hampshire County on such notice to the Board as the Court shall direct, for an order directing the purchase of his Unit by the Board at the fair market value thereof as approved by the Court. The cost of any such purchase shall be a common expense. Section 8 Maintenance and Repairs (a) All maintenance and replacement of and repairs to any Unit, whether structural or non - structural, ordinary or extraordinary, (other than to the Common Elements contained therein), and to the doors and windows, electrical, heating and ventilating, and air - conditioning fixtures within the Unit shall be made at the Unit Owner's expense, excepting as otherwise specifically provided herein. (b) All maintenance, repairs and replacements to the Common Elements found within the Residential Common area as defined in the Master Deed, the painting and decorating of the exterior doors and window sashes shall be made by the Board and shall be charged to all the Residential Unit Owners. as a Residential Unit Owner's common expense, excepting to the extent that the same are necessitated by the negligence, misuse or neglect of a Unit Owner, in which case such expense shall be charged to such Unit Owner. Section 9 Restrictions o provide for congenial occupancy protection of the values of the Use of Units In order of the Property and for Residential Units: to the (a) The use of the Property shall be restricted to housing for single families or for not more than two individuals unrelated by blood or marriage in each Residential Unit, and the common facilities relating thereto. (b) The Common Elements shall be used only for the furnishing of the services and facilities for which they are reasonably suited and which are incident to the use and occupancy of Units. 18 (c) No nuisance shall be allowed on the Property nor shall any use or practice be allowed which is a source of annoyance to its residents or which interferes with the peaceful possession or proper use of the Property by its residents. (d) No immoral, improper, offensive, or unlawful use shall be made of the Property or any part thereof, and all valid laws, zoning ordinances and regulations of all governmental bodies having jurisdiction thereof shall be observed and violations of laws, orders, rules, regulations or requirements of any governmental agency having jurisdiction thereof, relating to any portion of the Property, shall be eliminated, by and at the sole expense of the Unit Owners or the Board, whichever shall have the obligation to maintain or repair such portion of the Property. (e) Except as permitted herein, no Residential Unit may be leased by the owner(s) thereof to third parties, nor may any unit be occupied by anyone other than the owner and his /her /their immediate family for more than six (6) months out of any twelve (12) consecutive months. PROVIDED HOWEVER, that the Declarant may, at any time, lease or rent any Unit or Units of which it is the Owner, whether before or after the initial sale of any such Unit or Units. PROVIDED FURTHER, subject to the restrictions contained in Article XIV, units may be leased to third parties for periods greater than six (6) months provided that the lease names the Board of Trustees as a party thereto and provides that: (1) Tenant shall be bound by the terms of the Master Deed, By -Laws and Rules and Regulations of Fairway Village Condominium, including the portions thereof relating to fines for violations of the said Rules and Regulations; (2) Tenant shall upon notice from the Board in writing, pay the Common Area Charges for his /her unit directly to the Board and may reduce the rental payment to Landlord accordingly; (3) Non - payment of Common Area Charges or failure to comply with the Condominium Documents shall be grounds for eviction by the Board of Trustees but shall in no way vitiate or diminish Landlord /Unit Owner's obligation to pay said Common Area Charges; and (4) The Tenant may not assign or sublet without the written consent of the Board of Trustees. (f) Notwithstanding the preceding restrictions, the Declarant may at any time maintain one or more Units owned by it to be used as a sales office and /or a model apartment. -- 19 Section 10 Improvements (a) If fifty (50 %) percent or more but less than seventy -five (75 %) percent of the Unit Onwers agree to make an improvement to the Common Elements, the cost of such improvement shall be borne solely by the Unit Owners so agreeing. (b) Seventy -five (75 %) percent or more of the Unit Owners may agree to make an improvement to the Common Elements and assess the cost thereof to all Unit Owners as a common expense, but if such improvements shall cost in excess of ten (10 %) percent of the then value of the Condominium, any Unit Owner not so agreeing may apply to the Hampshire County Superior Court, on such notice to the Board as the court shall direct, for an order directing the purchase of his unit by the Board at fair market value thereof as approved by court. The cost of any such purchase shall be a common expense. (c) Notwithstanding the foregoing, no improvement to the Common Elements shall impede, impair or diminish in value the use of the Golf Common Area as a Golf Course. Section 11 Additions, Alterations or Improvements by Unit Owners No Residential Unit Owner shall make any addition, alteration, or improvement in or to his Unit, without the prior written consent thereto of the Board. The Board shall have obligation to answer any written request by a Residential Unit Owner for approval of a proposed addition, alteration or improvement in such Residential Unit, within thirty (30) days after such request, and failure to do so within the stipulated time shall constitute a consent by the Board to the proposed addition, alteration or improvement. No Unit owner shall make an application to any department of the City of Northampton or to any other governmental authority for a permit to make an addition, alteration or improvement in or to any Unit incurring any liability on the part of the Board nor will a Unit Owner create Board liability to any contractor, subcontractor or materialman on account of such addition, alteration or improvement, or to any person having any claim for injury to person or damage to property arising therefrom. The provisions of this Section 11 shall not apply to Units owned by the Declarant until such Units shall have been initially sold by the Declarant. Section 12 . Use of Common Elements and Facilities. A Residential Unit Owner shall not place or cause to be placed in the Common Elements other than a deck, porch, or patio to which such Unit Owner has direct and exclusive access, any furniture, packages or objects of any kind. The driveways and walks shall be used for no purpose other than of a normal transit over them. -= 20 Section 13 . Right of Access A Unit Owner shall grant a right of access to his Residential Unit to the manager and /or the managing agent and /or any other person authorized by the Board, the manager or the managing agent, for the purpose of making inspections or for the purpose of correcting any conditions originating in his Unit or elsewhere in the Building in which the Unit is located, provided that requests for entry are made in advance and that any such entry is at a time reasonably convenient to the Unit Owner. In case of an emergency such right of entry shall be immediate, whether the Unit Owner is present at the time or not. In the event of the exercise of the right of access provided in this section, any costs for repairs shall be borne in accordance with the provisions of Section 8 of this Article. Section 14. Rules and Regulations Rules and Regulations concerning the use of the Residential Units and the Residential Common Area may be promulgated and amended by the Board. Copies of such Rules and Regulations shall be furnished by the Board to each Unit Owner prior to the time when the same shall become effective. At a special meeting of the Residential Unit Owners called for such purpose, the Unit Owners may, by a vote of sixty -six and two - thirds (66 2/3%) percent of the votes as defined in Article III, Section 6; repeal any such Rule or Regulation enacted by the Board. Section 15 . Electric, Gas, Water and Utilities. Utilities including but not limited to water, natural gas and electricity shall be supplied by the public utility companies serving the area directly to each Unit through a separate meter and each Unit Owner shall be required to pay the bills for said utilities consumed or used by his Unit. The utilities serving the Residential Common Area shall be separately metered, and the Board shall pay all bills for utilities consumed in such portions of the Common Elements, as a common expense. ARTICLE VII Operation of Golf Unit Section 1. Common Expenses, Payment and Collection In the event that the Board shall determine that the Common Area of the Condominium outside of the Residential Common Area requires maintenance, the cost of said maintenance shall be borne as a common expense between the owners of the Residential Units and the Golf Unit in the proportions set forth in Schedule A of the Master Deed under the column entitled Common Area Percentage, as amended. Any such charge must be approved and levied in the manner set forth in Section 1 of Article VI above and shall be collected in the same manner as set forth in Sections 2 through 5 of Article VI. 21 Section 2 . Insurance The buildings and structures entirely within the Golf Unit shall be insured for fire and other casualty in such amounts as may be deemed necessary by the owner of the Golf Unit. In addition, the Golf Unit owner shall carry comprehensive public liability insurance covering itself, the Association, the Board and the Unit Owners and any manager or managing agent of the Condominium with limits Of not less than a single limit of $1,000,000.00 for claims for bodily injury or property damage arising out of one occurrence and a limit of $100,000.00 for each occurrence of water damage and legal liability endorsement to cover liability of any insured to other insureds. Section 3 Repair or Reconstruction of the Golf Unit after Fire or Other Casualty In the event of damage or destruction of the Golf Unit by fire or other casualty the Golf Unit owner may repair or replace the elements found exclusively within the Golf Unit as he or she sees fit. Provided, however, nothing contained herein shall viciate or extinguish the Golf Unit owner's obligation to maintain the Golf Common Area as "open space" and provided further that, notwithstanding the foregoing, if as a result of fire or other casualty the loss to the entire condominium exceeds 10% of the value of the condominium prior to the casualty, the procedure set forth in Article VI, Section 7 for a loss exceeding 10% of the value of the condominium shall be followed. Section 4 Maintenance, Repairs, Alterations or Improvements The Golf Unit owner shall be charged with all maintenance and replacement of and repairs to the Golf Unit whether structural or nonstructural, ordinary or extraordinary and to all of the structures and improvements found within said unit. The Golf Unit owner may make any addition, alteration or improvement to the Unit without further action by the Board. Section 5 . Restriction on the use of the Golf Unit. In order to provide for the congenial occupancy of the property and for the protection of values of both the Golf Unit and the Residential Units: a. No nuisance shall be allowed on the property nor shall any use or practice be allowed which is a source of annoyance to the owners of Residential Units or which interferes with the peaceful possession or proper use of the property by the Residential Unit owners. b. No immoral, improper, offensive or unlawful use shall be made of the property or any part thereof and all valid laws, zoning ordinances and regulations of all governmental bodies having jurisdiction shall be observed in violations of laws, orders, rules, regula- tions or requirements of any governmental agency having 22 jurisdiction thereof relating t property shall be eliminated by of the unit owner or the Board, obligation to maintain or repair property. o any portion of the and at the sole expense whichever shall have the such portion of the Section 6 . Electric, Gas, Water and Utilities. All utilities servicing the Golf Unit, including electricity, natural gas and water shall be separately metered to the golf unit and the cost of all said utilities shall be borne solely and exclusively by the golf unit owner. ARTICLE VIII Mortgages Section 1 . Notice to Board A Unit Owner who mortgages his Unit shall notify the Board of the name and address of his mortgagee and shall file a conformed copy of the note and mortgage with the Board; the Board shall maintain such information in a book entitled "Mortgages of Units". Section 2. Notice of Unpaid Common Charges The Board, whenever so requested in writing by a mortgagee of a Unit, shall promptly report any then unpaid common charges due from, or other default by, the owner of the mortgaged Unit. Section 3. Notice of Default The Board, when giving notice to a Unit Owner of a default in paying common charges or other default, shall send a copy of such notice to each holder of a mortgage covering such Unit whose name and address has heretofore been furnished to the Board. Section 4 Examination of Books Each Unit Owner and each mortgagee of a Unit shall be permitted to examine the books of account of the Condominium at reasonable time, on business days. ARTICLE IX Mortgages of Units Section 1. No Severance of Ownership No Unit Owner shall execute any deed, mortgage, or other instrument conveying or mortgaging title to his Unit without including therein the Appurtenant Interests, it being the intention hereof to prevent any severance of such combined ownership. Any such deed, mortgage, or other instrument purporting to affect one or more of such interest, without including all such interests, shall be deemed and taken to include the interest or interests so omitted, even though the latter shall not be expressly mentioned or descirbed therein. No part of the Appurtenant Interests of any Unit may be sold, transferred or otherwise disposed of, except as part of a sale, transfer or other disposition of the Unit to which such 23 interests are appurtenant, or as part of a sale, transfer or other disposition of such part of the Appurtenant interests of all Units. Section 2 Payment of Assessments and Release of Liens No Unit Owner shall be permitted to convey, mortgage, pledge, hypothecate, sell or lease his Unit unless and until the charges theretofore assessed by the Board against his Unit and until he shall have satisfied all unpaid liens against such Unit. Upon satisfaction that all such indebtedness has been discharged, any two Trustees may, upon the advice of the Treasurer of the Board, execute a release of the unit from the lien arising under Chapter 183A, Section 6, which release may be recorded. ARTICLE X Condemnation Section 1 . Condemnation If more than ten (10 %) percent of the Condominium is taken under the power of eminent domain, the taking shall be treated as a "casualty loss ", and the provisions of Section 17 of Chapter 183A of Massachusetts General Laws shall apply. Where one or more Units have been substantially altered or rendered uninhabit- able as a result of a partial taking, and the Unit Owners vote to restore and continue the Condominium pursuant to the provisions of Section 17 of Said Chapter 183A, the Board shall have the authority to acquire the remaining portions of such Units, for such price as the Board shall determine, provided that any Unit Owner of such remaining portion who does not agree with such determination may apply to the Superior Court of Hampshire County on such notice to the Board as the Court shall direct, for an order directing the purchase of such remaining portion at the fair market value thereof as approved by the Court. Where as a result of a partial taking any Unit is decreased by a partial taking, then the Board may make such provision for realignment of the percentage interests in the Common Elements as shall be just and equitable. In the event of a total or partial taking under the powers of eminent domain, the Unit Owners shall be represented by the Condominium acting through the Board. In the event of a partial taking, the award shall be allocated to the respective Unit Owners according to their undivided interest in the Common Elements, except as to such portion or portions of the award which are attributable to direct or consequential damages suffered by particular Units, which shall be payable to the owners of such units or their mortgagees, as their interests may appear. In the case of a total taking of all Units and the Common Elements, the entire award shall be payable to the Board to be distributed to the Unit Owners in accordance with their respective percentage interests in the Common Elements. 24 ARTICLE XI Records Section 1 Records and Audits The Board shall keep detailed records of the actions of the Board, minutes of the meetings of the Board, minutes of the meetings of the Unit Owners, and financial records and books of account of the Condominium, including a chronological listing of receipts and expenditures, as well as a separate account for each Unit, which, among other things, shall contain the amount of each assessment of common charges against such Unit, the date when due, the amounts paid thereon, and the balance remaining unpaid. An annual report of the receipts and expenditures of the Condominium, prepared by an independent certified public accountant, shall be rendered by the Board to all Unit Owners promptly after the end of each fiscal year. Copies of the Master Deed, these By -Laws, Rules and Regulations and floor plans of the Buildings and Units, as the same may be amended from time to time, shall be maintained at the office of the Board and shall be available for inspection by Unit Owners, their mortgagees and their authorized agents during reasonable business hours. ARTICLE XII Miscellaneous Section 1 . Invalidity The invalidity of any part of these By -Laws shall not impair or affect in any manner the validity, enforceability or effect of the balance of these By -Laws. Section 2 . Captions The captions herein are inserted only as a matter of convenience and the reference, and in no way define, limit or describe the scope of these By -Laws, or the intent of any provision thereof. Section 3 . Gender The use of the masculine gender in these By -Laws shall be deemed to include the feminine gender and the use of the singular shall be deemed to include the plural, whenever the context so requires. Section 4 . Waiver No restriction, condition, obliga- tion, or provision contained in these By -Laws shall be deemed to have been abrogated or waived by reason of any failure to enforce the same, irrespective of the number of violations or breaches thereof which may occur. ARTICLE XIII Amendments to By -Laws Section 1 Amendments to By -Laws These By -Laws may be modified or amended by 66 -2/3% (or if such modification or �- 25 amendment affects a provision then requiring a larger percentage, such larger percentage) of the votes, as that term is defined in Article III, Section 6, of all Unit Owners at a meeting of Unit Owners duly held for such purpose. For as long as Declarant remains the owner of any Unit in any Phase of the Condominium, these By -Laws may not be amended so as to adversely affect Declarant without Declarant's consent. ARTICLE XIV Conflicts Section 1 . Conflicts These By -Laws are set forth to comply with the requirements of Chapter 183A of Massachusetts General Laws. In case any of these By -Laws conflict with the provisions of said statute or the Master Deed recorded in Hampshire County Registry of Deeds, the provisions of said statute or the Master Deed recorded in the Hampshire County Registry of Deeds, as the case may be, shall control. ARTICLE XV FHLMC AND FNMA Provisions Notwithstanding anything to the contrary contained elsewhere in these By -Laws contained, the following provi- sions shall govern and be applicable insofar and for so long as the same are required in the sole discretion of the Trustee in order to qualify mortgages of Units in the Condominium for sale to the Federal Home Loan Mortgage Corporation ( FHLMC) and /or the Federal National Mortgage Association (FNMA) under laws and regulations applicable thereto, to wit: Section 1 No Liability for Common Charges Any first mortgagee who obtains title to a condominium unit pursuant to the remedies provided in the mortgage or foreclosure of the mortgage will not be liable for such unit's unpaid dues or charges which accrue prior to the acquisition of title to such unit by the mortgagee. As used herein, "First Mortgagee" shall mean a lender holding a first mortgage whether or not said mortgagee is listed on the records of the Condominium as such. Section 2 Two - Thirds Majority Except as provided by statute in case of condemnation or substantial loss to the units and /or common elements of the condominium project, unless at least two - thirds (2/3) of the first mortgagees (based upon one vote for each first mortgage owned), or owners (other than the sponsor, developer, or builder) of the individual condominium units have given their prior written approval, the Trustees of the Association shall not be entitled to: 26 (a) by act or omission, seek to abandon or termin- ate the condominium project; (b) change the pro rata interest or obligations of any individual condominium unit for the purpose of: (i) levying assessments or charges or allocating distributions of hazard insurance proceeds or condemnation awards; or determinating pro rata share of ownership of each condominium unit in the common elements; (c) partition or subdivide any condominium unit; (d) by act or omission, seek to abandon, partition, subdivide, encumber, sell or transfer the common elements, the granting of easements for public utilities or for other public purposes consistent with the intended use of the common elements by the condominium project shall not be deemed a transfer within the meaning of this clause; (e) use hazard insurance proceeds for losses to any condominium property (whether to units or to common elements) for other than the repair, replacement or recon- struction of such condominium property. Section 3. Priority in Loss or Condemnation No provision of said Master Deed or these By -Laws shall give a condominium unit owner, or any other party, priority over any rights of the first mortgagee of the condominium unit pursuant to its mortgage in the case of a distribution to such unit owner of insurance proceeds or condemnation awards for losses to or a taking of condominium units and /or common elements. Section 4. Reserves Condominium dues or charges shall include an adequate reserve fund for maintenance, repairs and replacement of those common elements that must be replaced on a periodic basis, and shall be payable in regular install- ments rather than by special assessments. Section 5. Notice of Defaults. A first mortgagee, request, will be entitled to written notification from th upon e Board Managers of any default in the performance by the indi- vidual unit owner of any obligation under the condominium documents which is not cured within sixty (60) days. Section 6. Man a ement Contracts Any agreement for professional management of the condominium, or any other contract providing for services of the developer, sponsor, or builder, may not exceed three (3) years. Any such agreement must provide for termination by either party without cause and without payment of a termination fee on ninety (90) days or less written notice. 27 Section 7 . Insurance The Board shall obtain fidelity coverage against dishonest acts on the part of Board of Trustees or managing Agents, Employees or Volunteers responsible for handling funds belonging to or administered by the Board of Trustees. Said fidelity bond or insurance must name the Association as the named insured and shall be written in an amount sufficient to provide protection which is in no event less than one and one -half times the Insured's estimated annual operating expenses and reserve. If said Policy would not otherwise cover persons who serve without compensation, appropriate endorsements to cover said Volunteers shall be added to the policy. Section 8 . Annual Statements. The firm of accountants servicing Fairway Village Condominium association shall prepare an audited financing statement within a reasonable time after the end of the fiscal year of the Association. Section 9 . Leasing The Board of Trustees may allow not more than thirty (30 %) percent of the units of the Condominium (including all Phases which have been added by amendments to the Master Deed) to be leased to third parties, said percentage to be allocated on a first come first served basis. IN WITNESS WHEREOF, we, the undersigned hereby accept appointments as Trustee hereunder and adopt the foregoing By -Laws of the Fairway Village Condominium Association. EXECUTED as a sealed ins February, 1985. t testis a /5 and C.ICaparso, Trus e and not individu v - J Philipp aparso, Trustee and not individually Carol Jared 'ron, Trustee and not indivi COMMONWEALTH OF MASSACHUSETTS p N ss . 1985 Then personally appeared the above -named Richard C. Caparso and acknowledged the foregoing instrument to be his free act and deed before me. Not�/ry Pu lic 04By-LawsFairway MY Commission Expires: