' :. ofys) B. 17820PG266.. :... "':'>.."..... - QUAL RUN CONDOMNUM TRUST THS DECLARATON OF TRUST made ths 22nd day of January 1987 at Woburn n the County of Mddlesex and Commonwealth of Massachusetts by GWENDOLEN N. R0N of Cambrdge Massachusetts and ARTHUR A. KLPFEL of Cambrdge Massachusetts (herenafter called the "Trustees" whch term and any pronoun referrng thereto shall be deemed to nclude ther successors n crust hereunder and to mean the crus tee or the crus tees for the tme beng hereunder whenever the context so permts). ARTCLE - Name of Trust The trust hereby created shall be known as the Qual Run Condomnum Trust and under that name so far as legal convenent and practcable shall all busness carred on by the Trustees be conducted and shall all nstruments n wrtng by the Trustees be executed. ARTCLE - The Trust and ts Puroose Secton 1. Unt Owner's Organzaton. All of the rghts and powers n and wth respect co the common areas and facltes of the Qual Run Condomnum. a Condomnum establshed by a Master Deed of even date and recorded herewth whch are by vrtue of the provsons of Chapter 183A of the : ' " Massachusetts General Laws conferred upon or exercsable by the organzato of unt owuers of sad Condomnu and all property rea l and personal : Trustees as jont tenants wth rght of survvorshp as Trustees of ths -- r " fl' \ " ' )." \ «... j/ ' : c) '-4 k "\ ' ''' ; ". r (\-- "' (. Trust n trust co exercse manage ac nster a d dspos of the same and "- - l.. l '- '." 'l }t ::: ':" \ J' ') \'; to receve the ncome thereof for the beneft of the owuers of record from tme to tme of t:he unts of sad Condomnum (herenafter called the "Unt Owners") accordng to the schedule of benefcal nterest set forth n Artcle V Secton 1 hereof and n accordance th the provsons of sad Chapter 183A ths Trust beng the organzaton of the Unt Owners establshed pursuant to. the provsons of Secton 10 of sad Chapter purposes theren set forth.' Secton 2. Not A Partnershp 183A for the t s hereby expressly declared that a trust and not a partnershp has been created and that tbe Unt Own rs are '.'
. ' " 1.1 r BK7820PC267 L 1:.--.-.".."..-.-_ j' benefcares and not partners or assocates nor n any other relaton ' whatever between themselves wth respect'to the Trust property and hold no - -... relaton to the trustees other than wth only such rghts -- ' as ' are' conferred upon' them as such-'beneca'res :hereunder and under 'and pursuant to the provsons of sad Chapter 183A of the Massachusetts General Laws. t :1 ARTCLE - ' Secton 1. Number of Trustees. Except as expressly provded n the second paragraph of ths Secton 1 there shall at all tmes be Trustees consstng of such number not less than three nor more than seven as shall be determned from tme to tme by vote of Unt Owners enttled to not less than ffty-one (517.) percent of the benefcal nterest hereunder except that there shall always be an odd number of Trustees. Provded however that notwthstandng anythng to the contrary n ths Trust contaned untl the "turnover ever-tl as herenafter defned the number of Trustees shall be two (2) conssl:ng of the orgnal Trustees named heren or other persons desgnated by Unhab/Woburn nc. (the "Declarant") The "turnover event" shall be no later than the earler of the followng events: (a) one hundred and twenty (120) days after seventy-fve (75%) percent of the unts n all Phases of the Condomnum as contemplated have been conveyed of record by the Declarant to unt purchasers or (b) three (3) years from the date of the conveyance of record of the frst unt n the Condomnu by the Declarant. Upon the occurrence of the "turnover event" the offce of the orgnal Trustees (or the successors 'thereto) shall 't: l ' : r ' } ) ) ; 1 (. - be deemed vacant so GZ to permt the vacances to be flled by vote of the Un: Owue s en tlec to not less than ffty-one (51%) pe cen of the benefca e est hereunder at a Meetng called fc s ;d purpose 0= n a manner set forth n Secton 3 herenafter. Such successor Trustees shall serve untl the next annual meetng. Provded however untl such vacances have been flled the orgn'al Trustees (or successors thereto) may contnue to act as Trustees hereunder. Notwthstandng anythng to the contrary n ths Trust contaned durng the tme the Declarant s enttled to desgnate Trustees as aforesad. vacancy resultng from of term resgnat n removal or death of a Trustee desgnated by the Declarant may be flled by an nstrument executed -2- :7....;..-- '. -.-:"... -::. any
... BK17820PC268 ". '... by the Declarant and recorded n the Mddlesex South Dstrct Regstry of Deeds statng the new Trustee's name and address and that such Trustee s beng so desgnated. and contanng the.trustee's acceptance of desgnaton duly acknowledged. The DeClart(s'-r1'g ts to desgnate Trustees under chs Secton 1. shall enure to the beneft of any successor to the Declarant's nterest n the Condomnum. Secton 2. Term. From and after the "turnover event" as descrbed n Secton 1. above the terms of offce of the Trustees shall except as herenafter provded be three years and such terms shall be staggered so that nsofar as possble the terms of one-thrd of the Trustees shall expre each year; provded thac n order to establsh and mantan such staggerng of terms. the terms of the persons frst apponted as Trustees after the "turnover event" shall be one year two years and three years respectvely. determned by lot aod thereafter upon any ncrease or decrease n the number of trustees the terms of aoy then newly apponted Trustee or Trustees shall be one year two years or three years determned nsofar as necessary by lot so as to mantan such staggerng of terms nsofar as possble. Secton 3. Vacances; Electon; Appontment and Acceptance of Trustees. Subject to the rghts of the Declarant rected n Secton 1 concernng the fllng of vacances durng the tme the Declarant s enttled to desgnate Trustees f and whenever the number of such Trustees shall become less than three (3) or less than the number of Trustees last decermned as aforesad a vacancy o vacances n sad offce of Trustee shall be deemed to exst. The electon of successor Trustees shall be by vote of the Unt Owners enttled to not less than ffty-one (517.) percene of the benefcal nterest hereunder at a Specal Meetng of Unt Owners called for sad purpose or by the flng o a ns:rumen n rt g settng forth (a) the appontment of a nat =al?ers to act as such Trustee sgned by () unt owners enttled to not less than ffty-one (51%) percent of the benefcal nterest hereunder or () f unt owners enttled to such percentage have not wthn thrty (30) days after the occurrence of any such vacancy made such appontment by a majorty of the then remanng Trustees or by the sole remanng Trustee f only ooe and (b) the acceptance of such appontment sgned and acknowledged by.the person so apponted. Such appontment shall become effectve upon the recordng wth the Mddlesex South Dstrct Regstry of Deeds of such nstru ' ment of Appontment or a Canfcat'e of such Appontment sgned by a maj orty -3- 'j j \ / j (
.- -- ----r---- - -------------------- B : 7820 PC 2 69 '" of the then'remanng Trustees or by the sole remanng Trustee f only one together wth such acceptance and such person shall then be and become such 'rustee and shall be vested wth the "'ttle to the Trust Property Jontly '" ' ' wth the 'remanng or survvng Trustee or Trustees wthout the n ce ssy of' any act of transfer or conveyance. f for any reason any vacancy n the offce of Trustee sh all contnue for more than sxty (60) days and shall at the end of that tme reman unflled a Trustee or Trustees to fll such vacancy or vacances may be apponted by any court of competent jursdcton upon the applcaton of any unt owner and after notce to all unt owners and Trustees 'and to such other f any partes n nterest to whom the court may drect that notce be gven. The foregong provsons of ths Secton 3 to the contrary notwthstandng despte any vacancy n the offce of Trustee however caused and for whatever duraton the remanng or survvng Trustees shall contnue to exercse and dscharge all of the powers d scretons and dutes hereby conferred or mposed upon the Trustees. Trus'cee Acton. n any matcers relacng co the admnstraton of the Trust hereunder and the exercse of the powers hereby conferred 1/ 11 the Trustees may act by a majorty vote at any duly called meetng at whch a quorum s present as provded n paragraph A of Secton 13 of Artcle V; provded however thac n no event: shall a majorty consst of less than two (2) Trustees hereunder unless the number of Trustees hereunder shall become less than two (2) n whch event the then remanng or survvng Trustee f any may acc wth respect to the admnstraton of the Trust hereunder or exercse any of the powers hereby conferred. The Trustees may also ac wthout a meecng by nstrument sgned by a majorty of ther number. r 1 J n f ' f / \ 1 J Q.;;t Secton 5. Resgnaton; Removal. Any Trustee may resgn at: any tme by lsr:rument n w-=tng sgned and duly acknow'ledged by that rustee Resgnatons shall_take effecc upon the recordj:g o-f such nsrrument wth th" Hddlesex South Dstrct Regstry of Deeds. Subject to the rghts of the Declarant recced n Secton 1. to desgnate Trustees of hs own choce any Truscee may be removed wth or wthout cause by vote of Unt Owners enttled to not less than ffty-one (511) percent of the benefcal nterest hereunder. The vacancy resultng from such removal shall be flled n the manner provded n Secton 3 above. Any removal shall become effectve upon the recordng wth.the Mddlesex South Dstrct Regstry of Deeds of a CercHcate of Removal sgned by unt owners enttled to not less than -4- ---... ----...
X... BK 7 8 2 0 PC 2 7 0 - ffty-one (517.) percent of the benefcal nterest hereunder. By nstrument recorded wth the Mddlesex South Dstrct Regstry of Deeds the Declarant may remove wth or wthout cause any Trustee whch the Declarant s enttled'. to 'desgnate and to appont. a:'successo'''trustee as provded n the second paragraph of Secton 1. above. Secton 6. Bond or Surety. No trustee named or apponted as herenbefore provded whether as orgnal Trustee or as successor to or as substtute for another. shall be oblged to gve any bond or surety or other securty for the performance of any of hs dutes hereunder provded however that Unt Owners enttled to not less than ffty-one (51%) percent ' of the benefcal nterest hereunder may at any tme by nstrument n wrtng sgned by them and delvered to the Trustee or Trustees affected requre that any one or more of the Trustees shall gve bond n such amount and wth such suretes as shall be specfed n such nstrument. All expenses ncdent to any such bond shall be charged as a common expense of the Condomnum. Secton 7. Comuensaton of Trustee. No Trustee shall receve remuneraton for hs servces pror to the turnover event nor therea.fter unless so provded by a vote of the Unt Owner's holdng not less than ff ty-one (51%) percent of the benefcal nterests hereunder and any remuneraton so provded shall be from tme to tme fxed by sad Unt Owners and shall be a common expense of the Condomnum. Wth the approval of a majorty of the Trustees each Trustee may receve such addtonal reasonable remuneraton for el:traordnary or unusual servces legal or otherwse rendered by hm n connecton wth the trusts hereof; all as shall be from tme to tme flxed and determned by the Trustees and such remuneraton shall be a common expense of the Condomnum. n all events the Trustees shall be rembursed fo: all out-a-pocket expanses ncurred o:: ::he beneft of the condomnum' and such rembursement of expenses shall be a coremon expense of the condomnum.. Secton B: No Personal Lablty. No Trustee named or apponted as herenbefore provded shall under any crcumstances or n any event be held lable or accountable out of hs personal assets or be deprved of compensaton by reason of any acton taken suffered or omtted n good fath or be so lable or accountable for more money or other prop rty than he actually 'receves or for allowng one or more of the other Trustees to have possesson of the Trust books or property or be so lable accountable or -5-.-...::..
BK 7 8 2 0 PC 2 7 [ deprved by reason of honest errors of judgment or mstakes of fact or law or by reason of anythng except hs own personal and wllful malfeasance and defaults. Secton 9. Trustees May Deal Wth Condomnum. No Trustee shall be dsqualfed by hs offce from contractng or dealng \lth the Trustees or wth one or more Unt Owners (whether drectly or ndrectly because of hs nterest ndvdually or the Trustees' nterest or any Unt Owner's nterest n any corporaton frm trust or other organzaton connected wth such contractng or dealng or because of any other reason) as vendor purchaser or otherwse nor shall any such dealng contract or arrangement entered nto n respect of ths Trust n whch any Trustee shall be n any way nterested be avoded nor shall any Trustee so dealng or contractng or beng so nteres ted be lable to account for any proft realzed by any such dealng contract or arrangement by reason of such Trustee's holdng offce or of the fducary relaton hereby establshed; provded the Trustee shall act n good fath and shall dsclose the nature of hs nterest before the dealng contract or arrangemeht s entered nto. Secton 10. ndemnty of Trustees. The l'rustees and each of them shall be enttled to ndemnty both out of the Trust property and by the Unt Own rs aganst any lablty ncurred by them or any of thee n the executon hereof ncludng wthout lmtng the generalty of the foregong labltes n contract and n tort and labltes for damages penaltes and fnes. Each Unt Owner shall be personally lable for all sums lawfully assessed for hs share of the co on expenses of the Condomnum and for hs pr oportonate share of any clams nvolvng the Trust Propercy n excess thereof all as provded n Secton 6 and 13 of sad Chapter 183A. No thng n ths Sec o cq caned shell be deemed however c l=t n any respec the powers gr2nted to 'th Trustees n ths nstrument. L. {' 1.. (. ' ARTCLE V Benefcares and the Benefcal nterest n the Trust Secton 1. BenefCal nterest. The benefcares of ths Trust shall be the UntOwners of Qual 'Run Condomnum as they appear of record n the Mddlesex South Dstrct Regstry of Deeds from tme to tme. The benefcal nterest n ths Trust shall be dvded among. the Unt Owners n the percentage of undvded benefcal nterest appertanng to' the Unts of the -6-
BK 17820fG272 - Condomnum as stated n the MascerDeed of the Condomnum as t may be amended from tme to tme. Secton 2. Each Unt to Vote by One Person. The benefcal nterest of each Unt of the Condomnum shall be held and exercsed as a Unt and shall not be dvded among several owners of any such Unt. To that end whenever any Unt s owned of record by more than one person the several owners of such Unt shall (a) determne and desgnate whch one of such owners shall be authorzed and enttled to cast votes execute nstruments and otherwse exercse the rghts appertanng to such Unt hereunder and Cb} notfy the Trustees of such desgnaton by a notce n wrtng sgned by all of the record owners of such Unt. Any such desgnaton shall take effect upon recept by the Trustees and may be changed at any tme and from tme to tme by notce as aforesad. n the absence of any such notce of desgnaton the Trustees may desgnate any one such owner for such purposes. ARTCLE V - Bv-Laws The provsons of ths Artcle V shall consttute the By-Laws of ths Trust and the organzaton of Unt Owners establshed hereby and shall be applcable to the Property of the Condomnum and to the use and occupancy thereof. The term "Property" as used. heren shall nclude the land the buldngs and all other mprovements thereon ncludng the Unts and Common Areas and Facltes owned n fee smple absolute. and all easements rghts and appurtenances belongng thereto and all other property personal or mxed ntended for use n connecton therewth all of whch are n_ended to be submtted to the provsons of sad Chapter 183A. The provsons of these By-Laws shall automatcally become applcable to property whch may be added to the Condocnu= upon the racorcog of an amen ent to ths aster Deed submttng such addto al property Co the provsons of Chapter 183A. All present and future owners mortgagees lessees and occupants of Unts and ther employees and any other persons who may use the facltes of the Property: n any manner are subject to ths Trust and these By-Laws the Master Deed. the rules and regulatons and all covenants. agreements restrctons condtons easements reservatons and declaratons of record ("Ttle Condtons"). The acceptance of a deed or conveyance or the enterng nto of a lease or the act of occupancy of a Unt shall consttute an agreement that ths Trust these By-Laws the provsons of the Master Deed -7-
-r"... ------... ----------------- - ------- BK 7 82 0 PC 2 7 3 as ehey may be amended from eme to tme and the Ttle Condtons are. ' accepted ratfed and wll be compled wth. Powers 'Dutes and Functons of Trustees. The 'Trustees ' shall have all of the powers dutes and functons requste' for the : admnstraton and the affars of the Condomnum and may do and perform n relaton thereto all such acts and thngs except such as by vrtue of the provsons of sad Chapter 183A the Master Deed of sad Condomnum or these By-Laws may not be delegated by the Unt OWners to the Trustees. The powers functons and dutes of the Trustees shall nclude but shall noc be lmted to the followng: ' (a) Operaton mantenance cleanng and care of the common areas and facltes; r' (b) Determnaton of the common expenses requred for the affars of the Condomnum ncludng wthout lmtaton mantenance of the (e) Owners; Prop'erty the operaton and and preparaton of budgees therefor; Assessment and collecton of the common charges from the Unt (d) Employment and dsmssal of the personnel necessary or advsable for the mancenance and operaton of the common areas and facltes; (e) Promulgaton of rules and regulatons relatng to the use and the operaton of the Condomnum property; (f) Openng of bank accounts on behalf of the assocaton and desgnaton of the sgnatores requred therefor; J (g) Leasng managng and other.se dealng wth such co u ty faclees as are provded for n the Master Deed of the Condomnum as beng common areas and facltes; (h) Ownng conveyng encumberng leasng and otherwse dealng wth Uu ts of the Condc= acourec bv the Trustees pu=suant to provsons cf sad Chapter 183A sad Master D ed or these By-Laws; l () Obtanng of nsurance for the Condomnum property pursuant co the provsons of Artcle V Secton 7 hereof; (j) Makng of repars addtons a d'mprovements to or alteraton of the condomnum property and repars to and restoraton Of the property pursuant to and n accordance wth the provsons of sad Chapter 183A sad Master Deed or these By-Laws: (k) Management of the fnances of the' assocaton ncludng allocaeon of ncome and expenses; ';""'-. { ( r.. \ -....:.:..-..:;..:... :"".. :.: :::.. :..--...:.
-- t " /.---r-------- ------------------------------------------------- a [7820PG275. ;':... '.. j subleases easements lcenses or concessons upon such terms and condtons and wth such stpulatons and agreements as they shall deem desrable;-even f the same extend beyond the possble duraton of ths Trust; 1 J (v) To nvest and renv-est: the. Trust. property or any part or parts (v) (v) thereof and from tme to tme as often as they shall see ft change nvestments ncludng nvestment n all types of securtes and other property denomnated of whatsoever nature and however all to such extent as to them shall deem proper and wthout lablty for loss even though such property or such nvestments shall be of a character or n an amount not customarly consdered proper for the nvestment of trust funds or whch does or may not produce.ncome j To ncur such labltes oblgatons and expenses and pay from the prncpal or the ncome of the Trust property n ther hands all such sums as they shall deem necessary or proper for the furtherance of the purposes of ths Trust; To determne whether recept by them consttutes prncpal or ncome or surplus and allocate bettveen prncpal and ncoma and desgnate as captal or surplus any of the funds of the Trus ; (x) To depost any funds of the Trust n any bank or trust company and delegate to anyone or more of ther number or to.any other person or persons the power to depost wthdraw and draw checks on any funds of the Trust; (x) To mantan such offces and other places of busness as they shall deem necessary or proper and engage n busness n Massachusetts or elsewhere; \ \ (x) To employ appont- and remove such agencs managers offcers brokers engneers archceccs employees ser.anes assstants.an.: '::l.:l:l ( "':. h.. cct::lsel w.: be a =:: : \ c one or mere of the Trustees are members) as they shall deem proper for the purchase sale or management of the Trust property or any part or parts thereof or for conductng the busness of the Trust and ay defne ther respectve dutes ane fx and pay ther compensaton and the Trustees shall not be answerable for ehe acts and defaults of any such person. The Trustees may de legate to any such agent manager offcer board broker engneer archtect employee servant assstant or counsel any or all of ther powers (ncludng dscretonary powers except that the power to jon n amendng alterng addng to termnatng or changng ths Declaraton of Trust and the trust hereby created shall not be delegated) all for such tmes and purposes as they shall deem proper. Wthout hereby lmtng che generalty of the foregong the Trustees may engage and employ a Managng. Agent or Manager for the Condomnum.to. perform such dutes and functons as the Trustees shall specfy a nd authorze; and the Trustees may delegate to such Managng Agent or Mana ger all of the powers of the Trustees exceptng such as may not -10- by vrtue /- \ H o-t { --. ;.. ' -'...... - --...
1) c' '" BK 7 8 2 0 PC 2 7 8 approval be delverng to the Trustees 'a wrtten applcaton descrbng n 1 ' C. The Trustees shall after consderaton of the tems set forth above j and such other matters as ts deems necessary grant the requested approval j '. H detal the nature of the proposed mprovement together wth such addtonal 'documents as the Trustees may reasonably'requre ncludng plans and specfcatons. f the Trustees determne that: drawngs 1[ (1) The proposed mprovement s reasonably compatble wth the standards of the Condomnum as to qualty of workmanshp and materals as to harmony of external desgn wth exstng 1/ structures and as to locaton wth respect to topography and \' fnshed grade elevaton; (2) The proposed mprovement comples wth all applcable buldng health santary zonng and other land use laws and muncpal ordnances. D. All approvals gven under the foregong paragraph shall be n wrtng provded however that any such applcaton for approval whch has not been acted upon wthn sxty (60) days from the date of delvery thereof to the Trustees shall be deemed approved and a Certfcate to that effect sgned by any Trustee or by the Presdent or Secretary of the Assocaton 1/ '. ". " " r ; ; \ \ 'l '/ 1 ' t f : ''"--' shall b conclusve evdence of approval. \.. tb. the const-ruc.:.o1j ret-"l sh--ng _ a.lt.e.raton.$ a. 2.ca"at...ns so approved - -.. --- --.. -- - - One set of plans as fnally approvec shall be retaned by the Trustees as a permanent record. E. Upon recept f approval from the Trustees or upon the elapse of sxty (60) days wthout acton as provded n paragraph D. of ths Secton the Unt: OYner shall J as soon.'as practcable t co;::merlce an: c:'l:"ge:;::ly pr-oceed n strct complance th all applcable laws rules 'regulatons and ordnances as aforesad F. n the event that the constructon reconsrructon refnshng or alteraton. of any mprovement s not completed wthn a r:-easonaole.. -ttme; -or' havng been co p eted does not comply wth the approval therefor gven by the Trustees heren. the remedy and authorty of the Trustees shall be as set forth G' Any mprovement addton alteraton or other work done by a Unt Owner n voaton of any of the provsons of ths Secton 4 shall be removed orthw;;h upor. dracton of the Trustees and the premses restored to ther orgnal condton all at the cost of the Unt Owner. r the event -13-."
l. _..---J:;1.- -_--------- _ --... ; ': '. that the Unt Owner refuses or neglects to perform n accordance wth the drec ton of the Trustees the Trus tees shall have the author ty to enter upon the Unt Owner's premses and accomplsh the restoraton and the cost thereof shall be charged to the Unt Owner and shall become a len upon hs Un t enforceable n accordance wth these By-Laws. ARTCLE V - Common Expenses Profts and Funds. The Unt Owners shall be lable for common expenses and enttled to common profts of the Condomnum n propor t o n co ther respectve percentages of benefcal n teres t as set forth n Artcle V hereof. The Trus tees may to such extent as they deem advsable set asde common funds of the Condomnum as reserve or con tngent funds and may use the funds SO set asde for reducton of ndebtedness or other lawful captal purpose or subject to provsons of the followng Secton 8 for repar rebuldng or restoraton of the Trust property or for mprovements thereto and the funds so set asde shall no t be deemed to be common prof ts avalable for ds trbuton. Secton 2. Estmate of Common Expenses and Assessments. At least thrty (30) days pror to the commencement of each fscal year of ths Trust the Board of Trustees shall estmate the common expenses expected to be ncurred durng such fscal year together wth a reasonable provson for con tngences and reserves and after cakng n to accoun t any unds trbuted common profts from pror years shall determne the assessment to be made for such fscal year. The Trustees shall promptly render statements to the Unt Owners for ther.respect:ve shares of such assessment: accordng to ther percentages of n teres t n the common areas and facl tes and such st:ateul:lts shall unless other.. se p::o--ded heren be due and payable to thn / n the eve.n t that an annual _ e_ _ assessmen t s not made as above requred and untl such an annual assessment s n fac t made an assessmen t shall be presumed to have been made n the amoun t of the last pror annual assessment. n the even t that the Board of Trustees shall determne durng any fscal year" that the assessment so wade s less than the common expenses' actually ncurred the Board of Trus tees shall make a supplemental as'sessmen t or assessments and render statements therefor n the manner aforesad and such' statements shall be payable and take effec t as aforesad. - 14-....1 { j. ' ; _f
" " '" BK 17820PG280... j j f. J. l The Board of Trustees may n ts dscreton provde for payments of scacements n monthly or other nstallments. The amount of each such state 1 ' 'me'nt together wth nterest :thereon f not pad when due at a rate of one and one-half (l 1/27.) percent per month from the due date thereof shall consttute a len on the Unt of the Unt Owner assessed pursuant to the provsons of Secton 6 of sad Chapter la3a h ere the Board of Trustees has determned that assessments may be pad monthly n twelve equal nstall H ments payment shall be due and payable on the frst of each month. A late charge shall be automatcally assessed after ffteen days n arrears n an amount determned by the Board of Trustees on the sxteenth day of any month for whch payment has not been rendered or by such other polces as the Board of Trustees may from tme to tme determne. Each Unt Owner by acceptance of a Unt Deed agrees to pay all costs and expenses ncludng reasonable attorneys' fees ncurred by the Trustees n collecton of sad assessments for common expenses delnquent fees charges penaltes and nterest charged to a delnquent owner and n the enforcement of sad len. l '" t ' ' The rght of a delnquent owner to vote to use recreatonal facltes and to serve on the Board of Trustees or any commttees establshed by the Board shall be suspended untl such delnquent assessments have been pad or un less relef s granted by specal reso luton of the Trustees. ( U Secton 3. Statement of Common Charges. The TrusteeS shall upon the wrtten request of any Unt wner or any encumbrancer or prospectve encumbrancer of a Unt upon payment of a reasonable fee not to exceed the amount specfed by la ssue to a person so requestng a rtcen statement (whch shall be vald and effectve f sgned by any two of the Truste'es then n offc or 1: sg ed by only one Trustee f there be o ly one then n ot f:ej. EtE.LoE_t l. J: l:e un p ad common expenses wth respect to the Un.t _ ) " " ;. j j 1 covered by the reques hch shall be conclusve upon the remanng Unt Owners and upon the Trustees n favor of all persons who rely thereon n good fath. n a voluntary conveyance the grance of a Unt shall be jontly and severally lable wth the grantor for all unpad assessments aganst the latter for hs share of the common expenses up to the tme of the grant or conveyance wthout prejudce to the grantee's rghts to recover 'frem the grantor the amounts pad by the grant:ee provded however that any such -15- J l
". 1. f H " " j/. ';. j BK 7 8 2 0 PC 2 8 1.grantee shall be enttled to a statement from the Trustees settng forth the amounts of the unpad assessments aganst the grantor and such grantee shall J not be lable for nor shall the Unt conveyed be subject to a len for any... j unpad assessments aganst the grantor n excess of the amount set forth. No Unt Owner may exempt hmself from lablty for hs contrbuton toward the " : common expenses by waver of the use or enjoyment of any of the common areas and facltes or by abandonment of hs Unt. Secton 4. Default n Payment of Common Charges; Foreclosure of Lens for Unoad Common Charges. n the event of a default by any Unt Owner n the payment of hs share of the common charges the Trustees may seek to recover such common ch'arges nterest and expenses by an acton to recover the same brought aganst such Unt Owner or by foreclosure of the len on such Unt as provded a Secton 6 of Chapter 183A of the Massachusetts General Laws or n any other manner permtted by law. n any acton brought by the Trustees to ore lose a len on a Unt because of unpad common charges the Unt Owner shall to the extent per mtted by law be requred to pay the costs and expenses of such proceedngs 1.. l and reasonable attorneys' fees and further to pay a reasonable rental for the use of hs Unt and the plantff n such foreclosure acton shall be enttled to the appontment of a recever to collect the same. The trustees actng on behalf of all Unt Olo-ners shall have power to purchase such Une at the foreclosure sale and to acqure hold lease mortgage (but not to vote the votes appurtenant to) convey or otherwse deal wth the same. A sut to recover a money judgment for unpad common charges shall be mantanable wthout foreclosng or wavng the len securng the same Secton 5. Apolcaton of Common Funds. The Board of Trustees shall expe d cc on funds only fo co o expenses and fo= ocher lawful purposes permtted hereby and by the provsons or sad Chapter 183A. Sec ton 6. Acouston of Unts bv Trustees. Acquston of Unts by the Trustees for the Trust may be made from the workng captal and common / charges n the hands of the Trustees or f such funds are nsuffcent the Trustees may levy an assessment aganst each Unt Owner n proporton to hs owuershp n the common areas and facltes as a common charge or the Trustees; n ther dscreton may borrow money to fnance the acquston of suc.h Unt provded ho lever) that no fnancng may be sacure.d by an -16 --.. ::.-_1 - ( ;
jl ; "' BK 782 0 PC 2 82 encumbrance or hypothecaton of any property other than the Unt together wth the Appurtenant nterests so to be acqured by the Trustees. Secton 7. nsurance. A. The Trustee. shall obta: ard mantan to the extent avalable master polces of casual yand physcal damage nsurance for the beneft. and protecton of the Trustees and of all of the Unt Owners and ther respectve mortgagees namng as the named nsureds and wth loss pr'oceeds payable to -J j /"..- the Trustees hereunder or one or more of the Trustees hereunder desgnated by them as nsurance Trustees for all of the Unt Owners collectvely of the Condomnum and ther respectve mortgagees as ther nterests may appear pursuant to such condomnum casualty nsurance endorsement form as may from tme to tme be customarly used n Massachusetts such nsurance to cover all the buldngs and all other nsurable mprovements formng part of the common areas and facltes ncludng the heatng equpment and other servce machnery apparatus equpment and nstallatons comprsed n the common areas and facltes and also all such portons and elements of the Unts as are for nsurance purposes normally deemed to consttute part of the buldng and customarly covered by such nsurance; but not ncludng (a) the furncure furnshngs or other personal property of the Unt Owners or (b) mprovements thn a Unt made by the Owners thereof subsequent co che rrst sal e 0: such Unt by the Declarant of sad Master Deed as to hch t shall be the separate responsblty of the Unt Owners to nsure. Such nsurance shall nsofar as practcable be mantaned n an amount equal to not less than one hundred (100%) percent of the full replacement value (exclusve of land footngs excavatons foundatons and any other tems normally excluded from 'coverage) of the nsured property as determned by the Trustees 11 (. 1 (who shall revew such value at least as o:ten as annually aad c=ta n a usurg e appras of the Condomnum property) and shall nsure aganst (a) loss of damage by fre and other hazards covered by the standard extended coverage endorsement and (b) such other hazards or rsks as the Trustees may from tme to tme n ther dscreton determne to be approprate ncludng but not lmted to vandalsm malcous mschef wnd storm and water damage boler and-'machnery exploson or.damage.. B. All polces of casualty or physcal damage nsurance shall nsofar as practcable provde: (a) that such polces may noe be cancelled termnated: or substantall}' modfed as to amount of coverage or rsks -17- r
n BK 1 7 8 2 0 PC 2 8 3 covered wthout at least thrty (30) days wrtten notce to the nsureds ncludng each Unt mortgagee; (b) that notwthstandng any provsons thereof whch gve "the nsurer-the rght to'elect to restore damage n leu or makng a cash settle ent such electon may not be exercsable wthout the approval of the Trustees and may not be exercsable f n conflct wth the terms of sad'chapter 183A the Master Deed. the Trust or these By-Laws; ec) for waver of subrogaton as to any clams (except clams nvolvng arson or fraud) aganst the Trust. the Trustees the manager ag nts employees the Unt Owners and ther respectve employees agents and guests; (d) for wavers of any defense based upon the conduct or nny nsured; (e) n substance and effect that the nsurer shall not be enttled to contrbuton as aganst any casualty nsurance whch may be purchased separately by Unt \ j Owners; and ef) for an "agreed amount" endorsement or an "nflaton guard" endorsement or ther equvalents to the extent avalable. The Trustees may nclude a deductble provson n ther own dscreton and n such greater amounts as the Unt Owners may authorze n wrtng or by majorty vote at any Unt Owners' meetng. C. Such master polces shall provde chat all casualcy loss proceeds thereunder shall be pad to che Trustees as nsurance Truscees under chese By-Laws. The duty of the Trustees as such nsurance Truscees shall be to... t ( receve such proceeds as are pad and to hold use and dsburse the same n accordance wth the applcable provsons of the followng Seccon 8 of ths Artcle V. f repar or restoraton of the damaged portons of the Condo mnum 1s to be made all nsurance loss proceeds shall be held n shares for - the Trust and the owners of damaged Unts n proporton co tne res eccve costs of repar or restoraton of the common areas and facltes and damaged Unts repar or Unts th each share to be dsbursed to defray the respectve costs of restoraton of the damaged common areas and facltes and damaged and th any excess of any such share of proceeds above such costs of repar or restoraton to be pad to the upon completon of repar or restoraton; Trust or Unt Owners for whom held but f pursuant to Secton 8 of ths Artcle V restoraton or repar s not to be made all nsurance loss proceeds shall be held as common funds of the Trust and appled for the beneft. of Unt Owners n proporton to ther benefcal nterests n the Trusc f the condomnum s tocally destroyed destructon and. n.the event of a partal after payment for such restoraton of the common areas and l l " -18- l \ { \
_4 ~T7820PG284 : facltes as the Trustees may determne to those Unt Owners who 'have suffered damage n proporton to the damage suffered by them. Such applcatonfor the beneft of Unt Owners shall nclude payment drectly to a Unt Owner's mortgagee f the mortgage wth respect'to such Unt so requres. D. The Trustees shall also obtan and mantanto the extent avalable master polces of nsurance wth respect to the common areas and facltes for the beneft and protecton of the Trustees and all of the Unt Owners and ther respectve mortgagees for (a) Comprehensve publc lablty nsurance wth Severablty of nterest Endorsement or equvalent coverage coverng all of the common areas and facltes and ncludng j protecton aganst such other rsks as are customarly covered n smlar projects n each nstance to the extent applcable to the Condomnum n l such amounts as shall be determned by the Trustees coverng the Trust the Trustees the Unt Owners and any manager or managng agent of the (/ ' ~ Condomnum. wth lmts of not less than a sngle lmt of $1000000 for clams for bodly njury or property damage arsng out of one occurrence and wth an endorsement to cover lablty of any nsured to other nsureds; ; (b) Workmen's compensaton and employers' lablty nsurance wth respect to J :j :f ' any manager. agent or emp'loyee of the Trust; (c) E and so long as any of the mpro'ements are located :tn an area dentfed by the Secretary of Housng and Urban Development as an area havng specal flood hazards a "blanket" polcy of flood nsurance on the condomnum shall be mantaned n an amount deemed approprate buc n no evene less than the lesser of: () the maxmum coverage avalable under the Natonal Flood nsurance Program' for all buldngs and other nsurable property wthn any porton of the condomnum located wthn a desgnated flood haz:ard area or () looz of "curren;: replacement cost" of all such buldngs and other nsurable proper1::y; and Cd) ; nsure. All such nsurance shall be n such amounts and forms as the Trustees shall n ther dscreton deem approprate and shall nsofar as ~ractcable. contan provsons as above set forth wth respect to non-cancellaton; waver of subrogaton waver of defense based on conduct of any nsured and non-contrbuton. E. The cost of all such nsurance obtaned and mantaned by the Trustees 'pursuane to the provsons of ths Secton 7. shall be a common expense. -19
T Bq 7 8 2 a rr 2 8 5 F. Each Unt Owner may obtan addtonal nsurance for hs or her own beneft at hs or her own expense. t s recommended but not requred that each Unt Owner obtan nsurance for hs or her own benefc coverng hs personal property and loss assessment wth regard to hs Or her own Unt. t s recommended but not requred that each Unt Owner obtan publc lablty nsurance wth lmts of not less than a sngle lmt of $300000 for clams for bodly njures or property damage arsng out of one occurrence and wth an endorsement to cover lablty of any nsured to other nsureds. No \' appled pursuant to the terms of ths Secton 7 of Artcle V as f produced ' by such coverage. Copes of all such polces (except polces coverng only ) :J personal property of ndvdual Unt Owuers) shall be fled wth the fl Trustees. t/ : polcy may be wrtten so as to decrease the coverage under any of the master polces obtaned by the Trustees and each Unt Owner hereby assgns to the Trustees the proceeds of any such polcy to the extent that any such polcy does n fact result n a decrease n such coverage sad proceeds to be G. Each Unt C ner shall notfy the Trustees n wrtng of all mprovements co hs or her Unt (except personal property other than fxtures) whch exceed a total value of One Thousand (SlOOO.OO) Dollars wthn twenty (20) days after the commencement of construcon of such mprovements and recept of such notc" the Trustees shall notfy the nsurer under any :j polcy obtaned pursuant to ths Secton 7 hereof of any such mprovements. \j Any premum ncrease caused by such mprovements may be assessed to the Owners of the mproved Unt. No Unt Owner shall be enttled co receve nsurance proceeds for the repar'restoraton or rebuldng of any such upon mprovements not so reported to the Trustees unless otherwse consented to by voce of the Secton 8. Trustees. Rebuldng Restoraton and lmorovements. the Trustees shall determne n ther reasonable dscreton whether or not such loss exceeds cen (10%) percent of the value of the Condomnum mmedately pror to the casualty and shall otfy all Unt Owners of such determnaton. f such loss as so determned "does not exceed ten (107.) percent of such value the Trustees shall' proceed wth the necessary repars ' reb'uldng or restoraton n the manner provded n "paragraph (a) of Secton 17 of Chapter 183A..f such loss as so determned does exceed ten (10%) A. n the event of any casualty loss to. the common areas and fa:cltes -20-
". ;.-.. 1 BK' 7 8 2 0 PG 286 percent of such value the Trustees shall forthwth submt to all Unt Owners (a) a form of agreement (whch may be n several counterparts) by the Unt 11 Owners authorzng the Trustees to proceed wth the necessary repar rebuldng or restoraton and (b) a co~y of the provsons of Secton 17 of sad Chapter 183A and the Trustees shall thereafter proceed n accordance wth and take such further acton as they may n ther dscreton deem advsable n order to mplement the provsons of paragraph (b) of Secton 17 of sad Chapter 183A. B. f and whenever the Trustees shall propose to make any mprovement' to the common areas or facltes of the Condomnum or shall be requested : [; n wrtng by the Unt Owners holdng twenty-fve (257.) percent or more of the benefcal nterest n ths Trust to make any such mprovement. the be n several counterparts) specfyng the mprovement or mprovements proposed to be made and the estmated cost thereof and authorzng the r Secton 18 of sad Chapter 183A. Upon (a) the recept by the Trustees of : ' Trustees shall submt to all Unt Owners (a) a form of agreement (whch may Trustees to proceed to make the same and (b) a copy of the provsons of such agreement sgned by Unt Owners holdng seventy-fve (757.) percent or more of the benefcal nterest'or (b) the expraton of nnety (90) days { after such agreement was frst submtted to the Unt Owners whchever of ;/ sad (a) and (b) shall frst occur. the Trustees shall notfy all Unt Owners of the aggregate percentage of benefcal nterest held by Unt Owners who have sgned such agreement. t such percentage exceeds seventy-fve (75%) percent the Trust~es shall proceed to make the mprovement 0;: mprovements specfed n such agreement and. n accordance wth Secton 18 of Chapter 183A shall charge the cost of mprovement to all the Unt Owners. The agreement su c~~c~lated may 'also provde fofse?:~ate agreemeuc by the Unt Owners that f more than ffty (50%) percent but less than seventy-fve - (757.) percent of the benefcal nterest so consent the Trustees shall ~ 11 proceed to make such mprovement or mprovements and shall charge the same to the Unt Owners so'consentng. C. NotWthstandng anythng n the precedng paragraphs A and B'con \ taned. (a) n the event that any DnH Owner or Owners shall by notce n 1/ \1 r wrtng to the Board of Trustees dssent from any determnaton of the mnaton or acton of the Trustees under ths Secton 8 and- such dspute Trustees wth respect to the value of the Condomnum or' any other deter t -21 '{ ' --~------- - -----~----------
:: B.~17820PG287 1'" {: J f j shall not be resolved wthn thrty (30) days after such notce then ether the Board of Trustees or the dssentng Unt Owner or Owners may submt the matter to arbtraton.. and for that.purpose one arbtrator shall be.desgnated by the Board of Trustees; one-by the dssentng Unt Owner or Owners and a thrd by the two arbtrators so desgnated and such arbtraton shall be conducted n accordance wth the rules and procedures of the Amercan Arbtraton Assocaton and (b) the Trus"ees shall not n any event be oblged to proceed.wth any repar rebuldng or restoraton or any mprovement unless and untl they have receved funds n an amount equal to the estmate of the Trustees of all costs thereof. D. f and whenever any Unt Owner shall propose to make an mprovement to. or affectng the common areas and facltes of the Condomnum at such Unt Owner's expense the Trustees determne n ther reasonable dscreton that such mprovement would be consstent and compatble wth the provsons and ntent of the Master Deed or of ths Trust and these By-Laws the Trustees may but shall not be oblgated to authorze such mprovement to be made at the sole expense of the Unt.owner proposng same wthout the consent or approval of other Unt Owners subject to such contractual undertakngs of the Owner proposng such mprovement as the rustees n ther reasonable dscreton deem to be necessary or desrable n the crcumstances. Secton 9. Specal Common Facltes.. The Board of Trustees may at reasonable tmes and n accordance wth rules and regulatons from tme to tme adopted by the Trustees. close any of the recreatonal facltes of the Condomnum to co~~ use of the Unt Owners and tempora=ly allocate the use thereof to the Board of Trustees or upon applcaton therefor to any Unt Owner or Owners for ther exclusve use for meetngs socal and other functons and other purposes c.onssrent wth the comfort and convenence of the Unt Gw~ers and ther enjo}wenr amentes of the Condomnum ana upon payment of charges therefor from to tme establshed. whch charges 'shall be n addton to common expenses and shall upon recept by the Trustees consttute common funds. Sect:.on 10. Utltes. Water servce shall be suppled to the cornmon areas and. fac.ltes and electrcty shall be suppled to the common areas and facltes through one or more buldng meters and the Board of Trustees shall pay as a common expense all charges for water consumed on the common ":22
S $ " BK 17820PG288.~. areas and all charges for electrcty utlzed n the common areas and facltes promptly after the blls for the same shall have been rendered. Water servce shall be suppled by the muncpalty drectly to each Unt through a separate meter and each Unt Owner shall be requred to pay the blls for water consumed or used n hs or her respectve Unt. Electrcty shall be suppled by the publc utlty company servng the area drectly to each unt through a separate meter and each unt owner shall be requred to pay the blls for electrcty consumed or used n hs or her respectve unt. Secton 11. Rules Regulatons Restrctons and Requrements. The Board of Trustees may at any tme and from tme to tme adopt amend and rescnd admnstratve rules and regulatons governng the detals of the operaton and use of the common areas and facltes and such restrctons on and requrements respectng the use and mantenance of the Unts and the use of the common areas and facltes as are consstent wth the provsons of sad Chapter la3a the Master Deed and these By-Laws and are ~esgned prevent unreasonable nterference wth the use by the Unt Owners of ther Unts and of the common areas and facltes. Secton 12. Enforcement. The Trustactng by ts Board shall have the rght to levy wthout further legal acton lqudated charges for the Master Deed and n any of the Rules and Regulatons adopted pursuau" hereto. Any charge so leved s to be collected n the same manner :/ as a common charge aganst the partcular unt owner nvolved and collecton l may be enforced by the Trustees n the same manner as they are entled to enforce collecton of common charges. Such levy of charges shall not replace.nor abrogate any acton for damages or njunctv~ SectQ~ 13. MeetnRS. relef as provded by la~. A. Meetngs of Trustees. The Board of Trustees shall meet annually on the date of the annual meetng of the Unt Owners and at such meetng shall elect the Charman Treasurer and Secretary as herenafter provded. meetngs may be called by the Charman and n such other manner as the Trustees may establsh; provded however that wrtten notce of each Other meetng statng the.place day and hour thereof shall be gven at least fve (5) days before such meetng to each member of the Board of Trustees unless waved. A 'majorty of the number of Trust:ees then' n offce shall consttute to volatons of the restrccons contaned n ths Declaraton of Trust nstrumen~ -23
1 _~. --.~~-'~...m.." ""-------------------- " "" "" """"...--~..----------~... B~ l:7 820?G 289.~ ~ /" '1. a quorum at all meetngs and such meetngs shall be conducted n accordance wth such rules as the Board of Trustees may adopt. B. Charman. The':Charman shall have and perform all of the general powers and dutes ncdent"to'the' offce of Presdent of a busness 'corpo.ra ton organzed n Massachusetts 'and shall presde at all meetngs of the Trustees and of the Unt Owners. The Treasurer or f he s absent or unable to act another member of the Trustees desgnated by major::y vote of the Trustees shall perform the dutes of the Charman f and whenever the Charman shall be absent or unable to act. C. Treasurer. The Treasurer shall have the responsblty for the Condomnum funds and ntangble properces and shal be responsble for keepng full and accurate fnancal'records and books of account showng all recepts and dsbursements and for the preparaton of all requred fnancal data. He shall be responsble for the depost of all moneys and other valuable propertes n the name of the assocaton or the Trustees n such depostores as may from tme to tme be desgnated by the Trustees and he shall have'and perform all of thegeneral powers and dutes ncdent to the offce of Treasurer of a busness corporaton organzed n Massachusetts. D. Secretary. The Secretary shall keep the mnutes of all meetngs of the Unt Owners and of the Trustees shall have charge of such books and papers of the assocaton as the Trustees shall drect and shall have and perform all of the general powers and dutes ncden~ to the offce of Secretary of a busness corporaton organzed n Massachusetts. E. Meetngs of Unt Owners. There shall be an annual meetng of the Unt Owners on the frst Monday n October n each year at 7:30 p.m. at the Condomnum premses begnnng n October 1987 or at such other reasonable place and tme (not more than twenty (20) days before or after sad dace) as ::laj" be desgnated by the Board of Trustees b)'...-=1tten notce gven to the Unt Owners at least seven (7) days pror to the date so desgnated. Specal meetngs of the Unt: Owners may be called at any tme by the Board of Truste'es and shall be called by them upon the wrtten request of Unt Owners enttled to more than thrty-three and one-thrd (33 1/3%) percent of the benefcal nterest hereunder. Wrtten notce of any such meetng desgnatng the'place day and hour thereof shall be gven by the Board of Trustees to the Unt Owners at least seven (7) days pror to the date so' desgnated. At the annual meetng of the Unt Owners the Board of Trustees /. -24