12971B20
AMENDED BYLAWS INDEX
THE ASSOCIATION ( ARTICLE 1)
Name and Nature of Association ( Section 1)
Membership (Section 2)
Voting Rights (Section 3)
Proxies (Section 4)
Meeting of Members (Section 5)
A. Annual Meeting
B. Special Meeting
C. Notices of Meetings
D. Quorum; Adjournment
E. Order of Business
Actions Without A Meeting (Section 6)
BOARD OF MANAGERS (ARTICLE II)
Number and Qualification (Section 1)
Election of board; Vacancies (Section 2)
Term of Office;Resignations (Section 3)
Organization Meeting (Section 4)
Regular Meetings (Section 5)
Special Meeting (Section 6)
Quorum;Adjournment (Section 7)
Powers and Duties (Section 8)
Removal of Members of Board (Section 9)
Fidelity Bonds (Section 10)
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OFFICERS ( ARTICLE III)
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Election and Designation off Officers ( Section 1)
Term of Office; Vacancies (Section 2)
President (Section 3)
Vice President (Section 4)
Secretary (Section 5)
Treasurer (Section 6)
Other Officers ( Section 7)
Delegation of Authority and Duties ( Section 8)
GENERAL POWERS OF THE ASSOCIATION (ARTICLE IV)
Common Expenses (Section 1)
A. Facilities
B. Casualty Insurance
C.Liability Insurance
D. Workers Compensation
E. Wages and Fees for Services
G. Additional Expenses
H. Discharge of Mechanic's Lien
I. Certain Mainenance of Units
Association's Right to Enter Units (Section 2)
Capital Additions and Improvements (Section 3)
Rules and Regulations (Section 4)
Special Services (Section 5)
Delegation of Duties (Section 6)
Individual Assessments for Expenses (Section 7D)
FINANCES OF ASSOCIATION (ARTICLE V)
Preparation of Estimated Budget (Section 1)
Reserve for Contingencies and Replacements (Section 2)
Failure to Prepare Annual Budget (Section 3)
Books and Records of Association (Section 4)
Status of Funds Collected by Association (Section 5 )
Annual Audit (Section 6)
GENERAL PROVISIONS (ARTICLE V1)
Indemnification (Sections 1)
A. Third Party Actions
B. Derivative Actions
C. Rights After Successful Defense
D. Other Determinations of Rights
E. Indemnification of Agents, Employees, and Other Representative
F. Advances of Expenses
G. Nonexclusive; Heirs
H. Purchase of Insurance
Amendments (Section 2)
Definitions (Section 3)
129671C02
AMENDED BYLAWS
OF
PICKAWILLANY CONDOMINIUM UNIT
OWNERS ASSOCIATION
ARTICLE I
THE ASSOCIATION
Section 1. Name and Nature of Association. The
Association has been and shall continue to be an Ohio
corporation not for profit called "Pickawillany
Condominium Unit Owners Association.
Section 2. Membership. Membership in the Pickawillany
Condominium Unit Owners Association is and shall be
limited to the unit owners, and every person or entity
who is or becomes a record owner of a fee or undivided
fee simple interest in a unit is a unit owner and a
member of the Association. The foregoing is not intended
to include persons or entities who hold an interest
merely as security for the performance of an obligation.
Membership is appurtenant to and may not be separated
from ownership of any unit, and transfer of a unit shall
automatically transfer Membership to the transferee.
Section 3. Voting Rights. Each member owning the
entire ownership interest in a unit is entitled to
exercise that percentage of the total voting power of
the Association which is equivalent to the percentage of
the interest of such member's unit in the common areas
and facilities. If two or more persons, whether
fiduciaries, tenants in common, or otherwise, own
undivided interests in the ownership interest in a unit,
each is entitled to exercise such proportion of the
voting power for such unit as shall be equivalent to
such person's proportionate interest in the ownership
interest of such unit.
Section 4. Proxies. Members may vote or act in person
or by proxy. The person appointed as proxy need not be a
member of the Association. Designation by a member or
members of a proxy to vote or act on behalf of that
member or those members shall be made in writing to the
Board and shall bid revocable at any time by actual
notice to the Board by the member or members making such
designation. Notice to the Board in writing or in open
meeting of the revocation of the designation of a proxy
shall not affect any vote or act previously taken or
authorized.
Section 5. Meeting of Members.
A. Annual Meeting. The annual meeting of members of
the Association for the election of members of the
Board, the consideration of reports to be laid before
such meeting, and the transaction of such other business
as may properly be brought
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before such meeting shall be held at a place as may
be designated by the Board and specified in the notice
of such meeting, at such time as may be designated by
the Board and specified in the notice of the meeting.
The annual meeting of members of the Association shall
be held in May of each year.
B. Special Meetings. Special meetings of the -members
shall be called upon the written request of the
president of the Association or, in case of the
president's absence, death or disability, the vice
president of the Association who shall exercise the
authority of the president, the Board by action at a
meeting, or a majority of the members acting without a
meeting, or of members entitled to exercise at least
twenty-five percent (25%) of the voting power. Calls for
such meetings shall specify the time, place and purposes
thereof. No business other than that specified in the
call shall be considered at any special meeting.
C. Notices of Meetinqs. Not less than seven (7) nor
more than sixty (60) days before the day fixed for a
meeting of the members of the Association, written
notice stating the time, place and purpose of such
meeting shall be given by or at the direction of the
secretary of the Association or any other person or
persons required or permitted by these Bylaws to give
such notice. The notice shall be given by personal
delivery or by mail to each member of the Association.
If mailed, the notice shall be addressed to the members
of the Association at their respective addresses as they
appear on the records of the Association. Notice of
time, place and purposes of any meeting of members of
the Association may be waived in writing, either before
or after the holding of such meeting, by any member of
the Association, which writing shall be filed with or
entered upon the records of the meeting. The attendance
of any member of the Association at any such meeting
without protesting, prior to or at the commencement of
the -meeting, of the lack of proper notice shall be
deemed to be a waiver by that member of notice of such
meeting.
D. Quorum; Adjournment. At any duly called and
noticed meeting of the members of the Association, the
members present, in person or by proxy, shall constitute
a quorum for such meeting; provided, however, that no
action required by law, the Amended Declaration, or by
these Amended Bylaws to be authorized or taken by a
designated percentage of the voting power of the
Association may be authorized or taken by a lesser
percentage; and provided further, that the members of
the Association entitled to exercise a majority of the
voting power represented at a meeting of members may
adjourn such meeting from time to time. if any meeting
is adjourned, notice of such adjournment need not be
given if the time and place to which such meeting is
adjourned are fixed and announced at such meeting.
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E. Order of Business. The order of business at all
meetings of members of the Association shall be as
follows:
(1) Calling of meeting to order.
(2) Proof of notice of meeting or waiver of notice.
(3) Reading of minutes of preceding meeting.
(4) Reports of officers.
(5) Reports of committees.
(6) Election of inspectors of election.
(7) Election of members of Board.
(8) Unfinished and /or old business
(9) New business
.
(10) Adjournment.
Section 6. Actions Without a Meeting, All actions,
except removal of a Board member, may be taken without a
meeting with the approval of, and in a writing or
writings signed by, members of the Association having
the percentage of voting power required to take such
action if the same were taken at a .meeting, but not
less than members holding a majority of the voting power
of members. Such writings shall be filed with the
secretary of the Association.
ARTICLE II
BOARD OF MANAGERS
Section 1. Number and Qualification. The Board shall
consist of seven unit owners nominated and elected by
the membership.
Section 2. Election of Board; Vacancies. Board
members shall be elected at the annual meeting of
members of the Association. At the annual meetings
candidates equal to the number of vacancies to be filled
who receive the greatest number of votes shall be
elected. In the event of the occurrence of any vacancy
or vacancies in the Board, however caused, the remaining
Board members, though less than a majority of the whole
authorized number of Board members, may, by vote of a
majority of their number, fill any vacancy for the
unexpired term.
Section 3. Term of Office; Resignations. Each Board
member shall be elected to serve for a term of two (2)
years, and shall hold office until his/her successor is
elected, or until his/her earlier resignation, removal
from office or death. Terms of elected Board -members
shall commence at the end of the annual meeting at which
they are elected and expire at the end of
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the annual meeting in the year their terms expire.
The number of expiring seats on the Board in any year
(other than seats to fill an unexpired term) shall be no
more than four (4) and no less than three (3), so that
in even numbered years there is an odd number of
vacancies and in odd numbered years there is an even
number of vacancies. Any Board member may resign at any
time in a writing to that effect delivered to the
secretary of the Association, such resignation to take
effect immediately or at such other time as the Board
member -nay specify. Members of the Board shall serve
without compensation; however, Association business
expenses incurred by Board members shall be
reimbursable.
Section 4. Organization Meeting. Immediately after
each annual meeting of members of the Association, the
newly elected Board members and those Board members
whose terms hold over shall hold an organization meeting
for the purpose of electing officers and transacting any
other business. Notice of such meeting need not be
given.
Section 5. Regular Meetings. Regular meetings of the
Board may be held at such times and ,place as shall be
determined by a majority of the Board, but at least four
such meetings shall be held during each fiscal year.
Section 6. Special Meetings. Special meetings of the
Board nay be held at any time upon call by the president
or any two Board members. Written notice of the time and
place of each such meeting shall be given to each Board
member either by personal delivery or by mail, telegram
or telephone at least two days before the meeting, which
notice need not specify the purposes of the meeting;
provided, however, that attendance of any Board member
at any such meeting without protesting, prior to or at
the commencement of the meeting, the lack of proper
notice shall be deemed to be a waiver by that Board
member of notice of such meeting, and such notice may be
waived in writing either before or after the holding of
such meeting, by any Board member, which writing shall
be filed with or entered upon the records of the
meeting. Unless otherwise indicated in the notice
thereof, any business may be transacted at any
organization, regular or special meeting.
Section 7. Quorum; Adjournment. A quorum of the Board
shall consist of a majority of the Board members then in
office; provided that a -majority of the Board members
present at a meeting duly held, whether or not a quorum
is present, may adjourn such meeting from time to time.
If any meeting is adjourned, notice of such adjournment
need not be given if the time and place to which such
meeting is adjourned are fixed and announced at such
-meeting. At each meeting of the Board at which a quorum
is present, all questions and business shall be
determined by a majority vote of those present, except
as may be otherwise expressly provided in the Amended
Declaration or in these Amended Bylaws.
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Section 8. Powers and Duties. Except as otherwise
provided by law, the Amended Declaration or these
Amended Bylaws, all power and authority of the
Association shall be exercised by the Board. In carrying
out the purposes for which the condominium exists and
subject to the limitations prescribed by law, the
Amended Declaration or these Amended Bylaws, the Board,
for and on behalf of the Association, may:
A. purchase or otherwise acquire, lease as lessee,
hold, use, lease as lessor, sell, exchange, transfer,
and dispose of property of any description or any
interest therein;
B. make contracts;
C. effect insurance;
D. borrow money, and issue, sell, and pledge notes,
bonds and other evidences of indebtedness of the
Association;
E. levy assessments, administrative and enforcement
charges against unit owners;
F. employ a managing agent to perform such duties and
services as the Board may authorize;
G. employ lawyers and accountants to perform such
legal and accounting services as the Board may
authorize; and
H. do all things permitted by law and exercise all
power and authority within the purposes stated in these
Amended Bylaws or the Amended Declaration or incidental
thereto.
Section 9. Removal of Members of Board. At any
regular or special meeting of members of the Association
duly called, at which a quorum shall be present, any one
or more of the Board members may be removed with or
without cause by the vote of the .members of the
Association entitled to exercise at least seventy five
percent (75%) of the voting power of the Association,
and a successor or successors to such Board member or
members so removed shall then and there be elected to
fill the vacancy or vacancies thus created. Any Board
member whose removal has been proposed by the members of
the Association shall be given an opportunity to be
heard at such meeting.
Section 10. Fidelity Bonds. The Board may require
that all officers and employees of the Association
handling or responsible for Association funds shall
furnish adequate fidelity bonds. The premiums on such
bonds shall be paid by the Association and shall be a
common expense.
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ARTICLE III
OFFICERS
Section 1. Election and Designation of Officers, The
Board shall elect a president, a vice president, a
secretary and a treasurer, each of whom shall be a
member of the Board. The Board may also appoint an
assistant treasurer and an assistant secretary and such
other officers as in their judgment may be necessary who
may or may not be members of the Board but who are
members of the Association.
Section 2. Term of Office; Vacancies. The officers of
the Association shall hold office until the next
organization meeting of the Board and until their
successors are elected, except in case of resignation,
removal from office or death. The Board may remove an
officer at any time with or without cause by a majority
vote of the Board members then in office. Any vacancy in
any office may be filled by the Board.
Section 3. President. The president shall be the
chief executive officer of the Association. The
president shall preside at all meetings of the
Association and shall preside at all meetings of the
Board. Subject to directions of the Board, the president
shall have general executive supervision over the
business and affairs of the Association. The president
may execute all authorized deeds, contracts and other
obligations of the Association and shall have such other
authority and shall perform such other duties as may be
determined by the Board or otherwise be provided for in
the Amended Declaration or in these Amended Bylaws.
Section 4. Vice President. The vice president shall
perform the duties of the president whenever the
president is unable to act and shall have such other
authority and perform such other duties as may be
determined by the Board.
Section 5. Secretary. The secretary shall keep the
minutes of meetings of the members of the Association
and of the Board. The secretary shall keep such books as
may be required by the Board, shall give notices of
meetings of members of the Association and of the Board
required by law, the Amended Declaration or by these
Amended Bylaws, and shall have such authority and shall
perform such other duties as may be determined by the
Board or otherwise be provided for in the Amended
Declaration or in these Amended Bylaws.
Section 6. Treasurer. The treasurer shall receive and
have in charge all money, bills, notes and similar
property belonging to the Association, and shall do with
the same as may be directed by the Board. The treasurer
shall keep accurate financial accounts and hold the same
open for the inspection and examination of the Board and
shall have such authority and shall perform such other
duties as may be determined by the Board.
Section 7. Other Officers. The assistant secretaries
and assistant treasurers, if any, and any other officers
whom the Board may
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appoint shall, respectively, have such authority and
perform such duties as may be determined by the Board.
Section 8. Delegation of Authority and Duties. The
Board is authorized to delegate the authority and duties
of any officer to any other officer and generally to
control the action of the officers and to require the
performance of duties in addition to those mentioned
herein.
ARTICLE IV
GENERAL P0WERS OF THE ASSOCIATION
Section 1. Common Expenses. The Association, for the
benefit of all the unit owners, shall pay all common
expenses arising with respect to, or in connection with,
the condominium property, including, without limitation,
the following:
A. Utility Service for Common Areas and Facilities.
The cost of water, waste removal, electricity,
telephone, heat, power or any other utility service for
the common areas and facilities, excluding the limited
common areas and facilities. Upon determination by the
Board that any unit owner is using excessive amounts of
any utility services the cost of which are common
expenses, the Association shall have the right to levy
special assessments against such unit owner to reimburse
the Association for the expense incurred as a result of
such excessive use.
B. Casualty Insurance. The premium upon a policy or
policies of casualty insurance insuring the condominium
property, with extended coverage, vandalism and
malicious mischief endorsements, as provided in the
Amended Declaration, the amount of which insurance shall
be reviewed annually.
C. Liability Insurance. The premium upon a policy or
policies insuring the Association, the members of the
Board,
the unit owners and the occupants against liability for
personal injury, disease, illness or death or for injury
to or destruction of property occurring upon, in or
about, or arising from or relating to the common areas
and facilities, as provided in the Amended Declaration,
the limits of which policy shall be reviewed annually.
D. Worker's Compensation. Worker's compensation
insurance to the extent necessary to comply with any
applicable laws.
E. Wages and Fees for Services. The wages and/or fees
for services of any person or firm employed by the
Association, including, without limitation, the services
of a person or firm to act as a manager or managing
agent for the condominium property, the services of any
person or persons required for the maintenance or
operation of the condominium property (including a
recreation director, if any), and legal and/or
accounting services necessary or proper in the operation
of the condominium property or the
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enforcement of the Amended Declaration and these
Amended Bylaws and for the organization, operation and
enforcement of the rights of the Association.
F. Care of Common Areas and Facilities. The cost of
landscaping, gardening, snow removal, painting,
cleaning, tuckpointing, maintaining, decorating,
repairing and replacing of the common areas and
facilities, excluding the limited common areas and
facilities; provided, however, structural maintenance
and repair to garages (which are defined as limited
common areas and facilities) shall be the responsibility
of the Association unless such maintenance or repair is
caused by the unit owner, in which case he shall be
responsible.
G. Additional Expenses. The cost of any materials,
supplies, furniture, labor, services, maintenance,
repairs, replacements, structural alterations and
insurance, which the Association is required to secure
or pay for pursuant to the terms of the Amended
Declaration and these Amended Bylaws or by law or which
the Association deems necessary or proper for the
maintenance and operation of the condominium property as
a first class condominium project or for the enforcement
of the Amended Declaration and these Amended Bylaws.
H. Discharge of Mechanic's Lien. Any amount necessary
to discharge any mechanic's lien or other encumbrance
which may in the opinion of the Board constitute a lien
against the condominium property or against the Common
areas and facilities, rather than merely against the
interests therein of such unit owner responsible for the
existence of such lien or encumbrance; provided,
however, that the Association shall levy a special
assessment against such unit owner to recover the amount
expended in discharging such lien or encumbrance.
I. Certain Maintenance of Units. The cost of the
maintenance and repair of tie limited common areas and
facilities and of any unit, if such maintenance or
repair is necessary, in the discretion of the Board, to
prevent damage to or destruction of any part of the
common areas and facilities, or any other unit, the unit
owner having the exclusive right to use such limited
common areas and facilities or owning such unit
requiring such maintenance or repair having failed or
refused to perform said maintenance or repair within a
reasonable time after written notice of the necessity of
said maintenance or repair has been delivered by the
Association to said unit owner; provided, however, that
the Association shall levy a special assessment against
such unit owner to recover the amount expended for such
maintenance or repair.
Section 2. Association's Right to Enter Units. The
Association or its agents may enter any unit or portion
of the limited common areas and facilities when
necessary in connection with any maintenance, repair or
construction for which the Association is
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responsible. Such entry shall be made with as little
inconvenience to the unit owner as practicable, and any
damage caused thereby shall be repaired by the
Association. The Association reserves the right to
retain a pass key to each unit and no locks or other
devices shall be placed on the doors to the units to
obstruct entry through the use of such pass key. In the
event of any emergency originating in or threatening any
unit at any time when required alterations or repairs
are scheduled, the managing agent or the managing
agent's representative or any other person designated by
the Board may enter the unit immediately, whether the
unit owner is present or not.
Section 3. Capital Additions and Improvements.
Whenever in the judgment of the Board new capital
improvements are to be constructed, as opposed to
altering, improving, maintaining, repairing or replacing
existing capital improvements, costing in excess of
$5,000.00, and the making of such capital improvements
shall have been approved by unit owners entitled to
exercise not less than a majority of the voting power of
unit owners, the Board shall proceed with said capital
improvements and shall assess all unit owners for the
cost thereof as a common expense. Any such common
expense shall be prorated among all units in proportion
to their respective undivided interests in the common
areas and facilities, and shall become due and payable
on such date or dates as the Board determines following
written notice to the unit owners.
Any capital improvements costing $5,000.00 or less
may be made by the Board without approval of the unit
owners, and the cost thereof shall constitute a common
expense. To the extent that the reserves of the
Association are sufficient to cover the expense of any
capital improvement not requiring the majority approval
of the ,members of the Association, the cost thereof
shall first be paid from those reserves.
Section 4. Rules and Regulations. The Association, by
vote of the members entitled to exercise a majority of
the voting power of the Association, or the Board may
adopt such reasonable rules and from time to time amend
the same as it or they may deem advisable for the
maintenance, conservation and beautification of the
condominium property, and for the health, comfort,
safety and general welfare of the unit owners and
occupants. Written notice of such rules shall be given
to all unit owners and occupants and the condominium
property shall at all times be maintained subject to
such rules. In the event such rules shall conflict with
any provisions of the Amended Declaration or of these
Amended Bylaws, the provisions of the Amended
Declaration and of these Amended Bylaws shall govern.
Section 5. Special Services. The Association may
arrange for special services and facilities for the
benefit of such unit owners and occupants as may desire
to pay for the same, including, without limitation, the
cleaning, repair and maintenance of units and special
recreational, educational and medical facilities.
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The cost of any such special services or facilities
shall be determined by the Association and may be
charged directly to participating unit owners as a
special assessment or paid by the Association, in which
case a special assessment shall be levied against such
participating unit owners to reimburse the Association
therefor.
Section 6. Delegation of Duties. Nothing herein
contained shall be construed so as to preclude the
Association, through its Board and officers, from
delegating in accordance with the Amended Declaration,
to persons, firms or corporations, including any manager
or managing agent, such duties and responsibilities of
the Association as the Board shall, from time to time,
specify, and to provide for reasonable compensation for
the performance of such duties and responsibilities.
Section 7. Individual Assessments for Expenses. Any
and all costs of enforcement proceedings as described in
the Amended Declaration the Amended Bylaws or rules of
the Association, including attorney's fees, shall
constitute a special assessment against the unit owned
or occupier by the person or persons against whom such
enforcement is sought.
ARTICLE V
FINANCES OF ASSOCIATION
Section I.. Preparation of Estimated Budget. Each
year on or before December 1st, the Association shall
estimate the total amount necessary to pay all the
common expenses for the next calendar year together with
a reasonable amount considered by the Association to be
necessary for a reserve for contingencies and
replacements, and shall on or before December 15th
notify each unit owner in writing as to the amount of
such estimate, with reasonable itemization thereof. The
"estimated cash requirement" shall be assessed to the
unit owners according to each unit owner's percentage of
ownership in the common areas and facilities. On or
before January 1st of the ensuing year, and the 1st of
each and every month of said year, each unit owner shall
be obligated to pay to the Association or as the Board
may direct one-twelfth (1/12) of the assessment made
pursuant to this Section. On or before the date of each
annual meeting, the Association shall supply to all unit
owners an itemized accounting of the common expenses for
the preceding calendar year actually incurred and paid
together with a tabulation of the amounts collected
pursuant to the estimates provided, and showing the net
amount over or short of the actual expenditures plus
reserves. Any amount accumulated in excess of the amount
required for actual expenses and reserves shall be
credited according to each unit owner's percentage of
ownership in the common areas and facilities to the next
monthly installments due from unit owners under the
current year's estimate, until exhausted, and any net
shortage shall be added according to each unit owner's
percentage of ownership in the common areas and
facilities to the installments due in the succeeding six
months after rendering the accounting.
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Section 2. Reserve for Contingencies and
Replacements. The Association shall build up and
maintain a reasonable reserve for contingencies and
replacements. Extraordinary expenditures not originally
included in the annual estimate which may be necessary
for the year shall be charged first against such
reserve. If said "estimated cash requirement" proves
inadequate for any reason, including nonpayment of any
unit owner's assessment, such extraordinary expenditures
shall be assessed to the unit owners according to each
unit owner's percentage of ownership in the common areas
and facilities. The Association shall serve notice of
such further assessment on all unit owners by a
statement in writing giving the amount and reasons
therefor, and such further assessment shall be payable
with the next regular monthly payment becoming due to
the Association not less than ten (10) days after the
delivery or mailing of such notice of further
assessment. All unit owners shall be obligated to pay
the adjusted monthly amount.
Section 3. Failure to Prepare Annual Budget. The
failure or delay of the Association to prepare or
deliver to the unit owner the annual or adjusted
estimate shall not constitute a waiver or release in any
manner of such unit owner's obligation to pay the
maintenance costs and necessary reserves, as herein
provided, whenever the same shall be determined, and in
the absence of any annual estimate or adjusted estimate,
the unit owner shall continue to pay the monthly
maintenance charge at the existing monthly rate
established for the previous period until the first
monthly maintenance payment which is due more than ten
(10) days after such new annual or adjusted estimate
shall have been mailed or delivered.
Section 4. Books and Records of Association. The
Association shall keep full and correct books of account
and the same shall be open for inspection by any unit
owner or that unit owner's representative duly
authorized in writing, at such reasonable time or times
during normal business hours as may be requested by such
unit owner. Upon ten (10) days' notice to the Board and
payment of a reasonable fee, any unit owner shall be
furnished a statement of that unit owner's account
setting forth the amount of any unpaid assessments or
other charges due and owing from that unit owner.
Section 5. Status of Funds Collected by Association.
All funds collected hereunder shall be held and expended
solely for the purposes designated herein, and (except
for such special assessments as may be levied hereunder
against less than all of the unit owners, and for such
adjustments as may be required to reflect delinquent or
prepaid assessments) shall be deemed to be held for the
use, benefit and account of all of the unit owners in
proportion to each unit owner's percentage ownership in
the common areas and facilities.
Section 6. Annual Audit. The books of the Association
shall be audited once a year by the Board and such audit
shall be completed prior to each annual meeting. If
requested by two members of the
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Board, such audit shall be made by a certified public
accountants. In addition and at any time requested by
ten or more unit owners the Board shall cause an
additional audit to be made.
ARTICLE VI
GENERAL PROVISIONS
Section 1. Indemnification
A. Third Party Actions. The Association shall indemnify
any person who was or is a party or is threatened to be
made a party to any threatened, pending, or completed
action, suit, or proceeding, whether civil, criminal,
administrative, or investigative, including all appeals
(other than an action, suit, or proceeding by or in the
right of the Association) by reason of the fact that
that person is or was a Board member or officer of the
Association or is or was serving at the request of the
Association as a director, trustee, officer, or employee
of another corporation, Partnership, joint venture,
trust, or other enterprise, against expenses (including
attorneys' fees), judgments, decrees, fines, penalties,
and amounts paid in settlement actually and reasonably
incurred by him or her in connection with such action,
suit, or proceeding if that person acted in good faith
and in a manner that person reasonably believed to be in
or not opposed to the best interests of the Association
and, with respect to any criminal action or proceeding,
had no reasonable cause to believe his or her conduct
was unlawful. The termination of any action, suit, or
proceeding by judgment, order, settlement, conviction,
or upon a plea of nolo contenders or its equivalent,
shall not, of itself, create a presumption that the
person did not act in good faith and in a manner which
he or she reasonably believed to be in or not opposed to
the best interest of the Association and, with respect
to any criminal action or proceeding, had reasonable
cause to believe that his or her conduct was unlawful.
B. Derivative Actions. The Association shall
indemnify any person who was or is a party or is
threatened to be made a party to any threatened,
pending, or completed action or suit, including all
appeals, by or in the right of the Association to
procure a Judgment in its favor by reason of the fact
that he or she is or was a Board member or officer of
the Association, or is or was serving at the request of
the Association as a director, trustee, officer, or
employee of another corporation, partnership, joint
venture, trust, or other enterprise, against expenses
(including attorneys' fees) actually and reasonably
incurred by him or her in connection with the defense or
settlement of such action or suit if he or she acted in
good faith, and in a manner he or she reasonably
believed to be in or not opposed to the best interest of
the Association, except that no indemnification shall be
made in respect of any claim, issue, or matter as to
which such person shall have been finally adjudged to be
liable
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12971C14
for negligence or misconduct in the performance of
his or her duty to the Association unless and only to
the extent that the Court of Common Pleas or the court
in which such action or suit was brought shall determine
upon application that, despite the adjudication of
liability but in view of all the circumstances of the
case, such person is fairly and reasonably entitled to
indemnity for such expenses as the Court of Common Pleas
or such court shall deem proper.
C. Rights After Successful Defense. To the extent
that a Board member, officer, or employee has been
successful on the merits or otherwise in defense of any
action, suit, or proceeding referred to in the preceding
paragraphs of Section 1. of Article VI, or in defense of
any claim, issue, or matter therein, he or she shall be
indemnified against expenses (including attorneys' fees)
actually and reasonably incurred in connection
therewith.
D. Other Determinations of Rights. Except as
otherwise provided in paragraph C. of this Article, any
indemnification under paragraphs A. and B. (unless
ordered by a court) shall be upon a determination that
indemnification of the Board member, officer, or
employee is proper under the circumstances because he or
she has met the applicable standard of conduct set forth
in paragraph A. or B. Such determination shall be made
by (1) the court having jurisdiction of the action,
suit, or proceeding against such Board member, officer,
or employee of a suit involving his or her right to
indemnification, or (2) a majority vote of those Board
members who were not and are not parties to such action,
suit, proceeding (whether or not such a majority
constitutes a quorum), or, if there are not at least two
such Board members of the Association then in office,
other than those involved in such matter, by a majority
of a committee (selected by the Board of managers) of
three or more persons (not including any person involved
in such matters who are, to the extent possible, members
of the Association, provided that such indemnity in case
of a settlement shall not be allowed by such committee
unless it is found by independent legal counsel (meaning
a lawyer who is not a Board member, officer, or employee
of the Association, and is not a partner-or professional
associate of a Board member, officer, or employee of the
Association) that such settlement is reasonable in
amount and in the best interest of the Association. In
the case independent legal counsel is so used, he or she
shall be compensated by the Association.
E. Indemnification of Agents, Employees, and Other
Representatives. The Association may, from time to time
and in its sole discretion, indemnify any person who is
or was an agent, employee, or other authorized
representative of the Association, or is or was serving
at the request of the Association as a director,
trustee, officer, or employee of another corporation,
partnership, joint venture, trust, or other enterprise
against
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12971C15
any liability asserted against him or her or incurred
by him or her in any such capacity or arising out of
that person's status as such, in the same manner and to
the same extent as provided herein for Board members and
officers of the Association.
F. Advances of Expenses . Expenses of each person
indemnified herein incurred in defending a civil,
criminal, administrative, or investigative action, suit,
or proceeding (including all appeals), or threat
thereof, may be paid by the Association in advance of
the final disposition of such action, suit, or
proceeding as authorized by the Board, whether a
disinterested quorum or on behalf of the Board member,
officer, or employee, to repay such amount unless it
shall ultimately be determined that he or she is
entitled to be indemnified by the Association.
G. Nonexclusive; Heirs. The foregoing rights of
indemnification shall not be deemed exclusive of any
other rights to which those seeking indemnification may
be entitled as a matter of law or under these Amended
Bylaws, any agreement, vote of members, any insurance
purchased by the Association, or otherwise, both as to
action in his or her official capacity and as to action
in another capacity while holding such office, and shall
continue as to a person who has ceased to be a Board
member, officer, or employee and shall inure to the
benefit of the heirs, executors, and administrators of
such person.
H. Purchase of Insurance. The Association may
purchase and maintain insurance on behalf of any person
who is or was a Board member, officer, agent, or
employee of the Association, or is or was serving at the
request of the Association as a director, trustee,
officer, or employee of another corporation,
partnership, joint venture, trust, or other enterprise
against any liability asserted against him or her or
incurred by him or her in any such capacity, or arising
out of that person's status as such, whether or not the
Association would have the power to indemnify that
person against such liability under the provisions
hereof or of the Ohio nonprofit corporation law.
Section 2. Amendments. Any modification or amendment
of these Amended Bylaws shall be made only by means of
an amendment to the Amended Declaration as provided
therein, and such modification or amendment shall be
effective from the time the certificate setting forth
such modification or amendment provided for in the
Amended Declaration is delivered to the Franklin County
Recorder for record.
Section 3. Definitions. The terms used in these
Amended Bylaws (except as herein otherwise expressly
provided or unless the context otherwise requires) for
all purposes of these amended Bylaws
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12971C16
and of any amendments hereto, shall have the
respective meanings specified in the Amended
Declaration.
IN TESTIMONY WHEREOF, the undersigned certify that
the foregoing Amended Bylaws were duly adopted as
certified in the Amended Declaration to which this is
appended.
Originally signed by George D. Webb, President
Originally signed by Richard K. Loesch, Secretary
Pickawillany Condominium Unit Owners
Association
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