Powers and Duties of the Arcadia Park Estates
Board of Directors

Section 7.14, By-Laws
 

Powers and Duties.  The Board of Directors shall have and exercise all powers and duties necessary for the proper administration of the affairs of the Association. In the performance of its duties as the governing body of the Association and in addition to those powers and duties set forth in the Declaration, the Board of Directors shall have the powers and duties, including, but not limited to, the following:

(a) Duties:

(i) Each Director individually and the Board of Directors collectively shall perform the duties of the Board of Directors in good faith as a fiduciary of the Association in a manner which the Director believes to be in the best interest of the Association and with the cue of a person of ordinary prudence under similar circumstances, including, but not limited to, reasonable inquiry, skill and diligence.

(ii) Provide for the operation, maintenance, management, insurance, cleaning, sanitation, renewal, replacement care and upkeep of the Community Facilities and all property real or personal of the Association.

 (iii) Determine the Common Expenses and Limited Charges and assess the, same among the Owners in accordance with the provisions of the Declaration and these By-Laws.

(iv) Levy and collect, in addition to regular Assessments and Limited Charges, special Assessments in amounts which the Board of Directors deems proper, whenever the Board of Directors is of the opinion it is necessary to do so in order to meet increased operating or maintenance costs or additional capital expenses or because of emergencies.

(v) Use and expend any sums collected from regular and special Assessments for the operation, maintenance, renewal, care and upkeep of the Community Facilities.

(vi) Maintain the Community Facilities at a level of maintenance which approximates that which existed at the time of the Transitional Meeting.

(vii) Maintain a reserve fund out of regular Assessments adequate for the periodic, maintenance, repair and replacement of the Community Facilities.

(viii) Use any non-refundable contributions of Owners who have purchased Lots and any Common Surplus as revenues Or for those Purposes which the Board of Directors may deem reasonable and necessary Pursuant to its Powers under the Declaration and these By-Laws.

(ix) Pay all taxes and assessments levied or assessed against any property that may be owned by the Association, exclusive of any taxes or assessments levied against any Owner or otherwise properly chargeable to the Owner.

(x) Collect delinquent Assessments and other charges made by the Association through the Board of Directors against any Lot and the Owner thereof, together with the Costs and expenses incurred in connection therewith, including, but not limited to, court costs and attorneys' fees, whether by suit or otherwise and to abate any nuisance and enforce the term of the Declaration and the observance of the rules and regulations relating to the Property, by injunction or other legal action or means which the Board of Directors may deem necessary or appropriate.

(xi) Establish operating, escrow and other accounts in the name of the Association as the Board of Directors may deem appropriate from time to time and as may be consistent with generally accepted accounting practices.

(xii) Adopt a budget for each fiscal year which shall contain estimates of the costs and expense of the Association, including, but not limited to, the following items:

A. Annual Common Expenses Which shall include, without limiting the generality of the foregoing, the estimated amounts necessary for maintenance and operation of the Community Facilities and any and all other expenses related to the operation thereof, including, but not limited to, common utility services, casualty and liability insurance, professional management expenses, administrative and office expenses, reserves and the costs associated with the administration of the Association;

B. Reserve Account Common Expenses which shall include reasonable amounts to be credited, allocated or accumulated for reserves for replacement of those Community Facilities which require replacement, renovation or rehabilitation periodically; and

C. Proposed Assessments against each Lot for the calendar year.

Copies of the proposed budget and proposed Assessments shall be distributed to all Members at least thirty (30) days prior to the beginning of each fiscal year and shall be available to all Members for inspection during regular business; hours at the Association's office. If the budget is subsequently amended before the Assessments are made, a copy of the amended budget shall also be distributed and made available for inspection. Subject to the provisions of Section 7.14(a)(iv), nothing herein contained shall be construed as restricting the right of the Board of Directors at any time and in its sole discretion, to levy a special Assessment in the event that the budget as originally adopted shall appear to be insufficient to pay the cost of the operation or management of the Property or in the event of emergencies.

(xiii) Cause a complete review of the books and accounts of the Association to be made by a competent independent public accountant at the end of each fiscal year and at any other time or times deemed necessary.

(xiv) Maintain accounting records in accordance with generally accepted accounting principles.

(xv) Make and enforce compliance with any reasonable rules and regulations relative to the operation, use end occupancy of the Property, including, but not limited to, penalties to be levied for violations of these By-Laws, the Declaration and any rules and regulations which the Board of Directors shall adopt, and to amend the same from time to time as and when approved by appropriate resolutions which shall be binding on the Owners, tenants and occupants of Lots, their successors in title and assigns. A copy of these rules and regulations and copies of any amendments thereto shall be delivered or mailed to each Owner and any tenant or occupant of a Lot promptly upon the adoption thereof.

 (b) Powers:

(i)  Employ and dismiss personnel of the Association, and to purchase or arrange for those services, machinery, equipment tools materials and supplies as, in the opinion of the Board of Directors, may from time to time be necessary for tile proper operation and maintenance of the Community Facilities.

(ii) Enter into a contract for professional management of the Property and the Association, at a price and upon the terms determined by the Board of Directors, to perform those duties and services which the Board of Directors may lawfully delegate. However, any management contract shall not be for a term In excess of two (2) years and shall provide for termination by either party with or without cause on ninety (90) days written notice thereof to the other.

(iii) Employ or retain and receive advice from professional counsel and consultants, including, but not limited to, landscape architects, architects, engineers, planners, biologists, lawyers and accountants, which the Board of Directors may deem necessary for any proper purposes of the Association, and to fix the compensation for professional advice or services, including, but not limited to, those hereinbefore or hereinafter referred to in these By-Laws. The Board of Directors shall be entitled to rely in good faith on information, opinions, reports or statements, including financial statements and other financial data, in each case prepared or presented by any of the following: (i) one or more officers or employees of the Association whom the Board of Directors reasonably believes to be reliable and competent in the matter presented; (ii) counsel, public accountants or other persons as to the matters which the Board of Directors reasonably believes to be within the professional or expert competence of this person; and (iii) a committee of the Board of Directors duly designated in accordance with law, as to matters within its designated authority, which committee the Board reasonably believes to merit confidence. The Board of Directors shall not be considered to be acting in good faith if it has knowledge concerning the matter in question that would cause this reliance to be unwarranted.

(iv) Name as an insured, on behalf of the Association, the Association's authorized representative, including any trustee with whom the Association may enter into any insurance trust agreement or any successor to this trustee (each of Whom shall be referred to herein as the "Insurance Trustee"), who shall be given exclusive authority to negotiate losses under any policy providing property or liability insurance coverage. The Association or any Insurance Trustee or substitute Insurance Trustee designated by the Association shall have the power to act as attorney-in-fact for the purpose of purchasing and maintaining, such insurance, including the collection and appropriate disposition of the proceeds thereof, the negotiation of losses, execution of releases of liability and the execution of all documents and the performance of all other acts necessary to accomplish these purposes.

(v) Establish depositories for the funds of the Association with the bank or banks as shall be designated from time to time by the Board of Directors and in which monies of the Association shall be deposited. Withdrawal of monies shall be only by check signed by those persons who are authorized by the Board of Directors to sign checks on behalf of the Association.

(vi) Invest monies of the Association in any investments which the Board of Directors deems to be reasonably prudent.

(vii) Borrow and repay monies and give notes, mortgages or other security upon the term or terms which are deemed reasonable by the Board of Directors.

(vi) Sell, lease, transfer or otherwise convey real and personal property owned by the Association by deed, lease or bill of sale executed by the appropriate officers of the Association, with the approval of at least sixty-seven percent (67%) of the votes.

(ix) Acquire by purchase, gift, annexation or lease, real or personal property, if, at any time in the future, the Board of Directors deems it to be proper and not inconsistent with the terms hereof to do so, with the approval of at least sixty-seven percent (67%) of the votes.

(x) Take all steps necessary to effectuate any merger of the Association with any other association if approved by the vote of at least sixty-seven percent (67%) of the votes.

(xi) Do all things incidental and necessary to the accomplishment of the above.

The duties and powers imposed on the Board of Directors by this Section 7.14 shall not be amended so as to reduce or eliminate any' duties or powers of the Board of Directors without the affirmative vote of at least eighty percent (80%) of the votes.

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