Expectations

There is an expectation that every household will come to monthly General Meetings and contribute to the community in the manner they are able. Generally, each household or each adult who is a member of the household, is a member of at least one committee, participates in meal teams, comes to some of the meals, and contributes work time to the community. See Committee Structure for a list of current committees and task forces.

Bylaws

CAMBRIDGE COHOUSING CONDOMINIUM DECLARATION AND BY-LAWS

ARTICLE I

DEFINITIONS

All terms and expressions used in this Declaration and By-Laws which are defined in Chapter 183A, Section 1 of the General Laws of Massachusetts, as amended, shall have the meaning set forth in such provision unless the context indicates otherwise. Any additional terms defined in this Article shall have the meanings specified below for all purposes of these By-Laws and the Master Deed of the Condominium.

ACT shall mean Chapter 183A of the Massachusetts General Laws, commonly known as the Condominium Enabling Act.

ASSOCIATION shall mean the organization of Unit Owners of the CAMBRIDGE COHOUSING CONDOMINIUM, established pursuant to the Act.

BENEFICIAL INTEREST shall mean the percentage undivided interest of the Unit Owner in the Condominium, as set forth in the Master Deed.

CONDOMINIUM shall mean the Cambridge Cohousing Condominium in Cambridge, Massachusetts, established by a Master Deed recorded herewith in the Middlesex County Southern District Registry of Deeds (the Registry of Deeds).

CONSENSUS shall mean the process for decision-making described in ARTICLE III.

DECLARANT shall mean Cambridge Cohousing LLP, having an address at 129 Mount Auburn Street, Cambridge, MA, 02138.

DIVIDED UNIT CONDOMINIUM shall mean Unit ___ of the Condominium consisting of a separate condominium containing two units, as set forth in the Master Deed and ARTICLE V hereto.

MAJORITY shall mean three-quarters (75%) of those present and eligible to vote at any meeting at which a Quorum is present; except that in matters to be decided under Section 7.3 and Section 12.1, a majority shall mean Unit Owners representing at least 75% of the beneficial interest in the Condominium as set forth in the Master Deed.

MANAGING BOARD shall mean the entity that acts on behalf of the Association as described in ARTICLE IV.

MASTER DEED shall mean the instrument by which the Condominium shall be submitted to the provisions of Chapter 183A of the General Laws of Massachusetts as a condominium.

PROPERTY shall mean the land, buildings, and all other improvements thereon in the Condominium.

QUORUM shall mean two-thirds (67%) of those eligible to vote under Section 3.1 below, or of the members of the Managing Board of the Association, as applicable.

UNIT OWNER shall mean the persons or entities holding an ownership interest in a Unit.

ARTICLE II

PURPOSES, GOALS, POWERS AND DUTIES OF THE ASSOCIATION

Section 2.1. General Purposes as Defined in the Act

All of the rights and powers in and with respect to the common areas and facilities of the Condominium which are by virtue of provisions of the Act, conferred upon or exercisable by the organization of Unit Owners of the Condominium, and all property, real and personal, tangible and intangible, conveyed to the Association hereunder shall vest in the members of the Association as joint tenants with rights of survivorship, to exercise, manage, administer and dispose of the same and to receive the income therefrom for the benefit of the Unit Owners, according to the schedule of undivided beneficial interests set forth in the Master Deed.

Section 2.2. Goals of the Association

In addition to those other purposes set forth herein, the Association shall strive to further the Cohousing* goals of the Association. These general goals are:

1. To create an urban residential community in which the architecture and social organization is designed to inspire and enhance the daily lives of its inhabitants;

2. To create a mixed-income, affordable community where children and adults of varying race, ethnicity, religion, sexual orientation, and ability can thrive, and where all points of view are respected;

3. To create an environment that embodies principles of quality, simplicity and beauty;

4. To emphasize conservation, recycling, non-polluting energy sources, sharing of resources and other environmentally sound practices;

5. To provide open space for play, food-growing, beauty and tranquillity;

6. To create a community where interaction with others through shared social activities, celebrations and work is balanced with privacy in the owners' homes.

Section 2.3. Powers and Duties of the Association

The Association shall have the powers and obligations set forth in the Act including the absolute control of Association Property, and shall exercise this control in accordance with the consensus process described in Article III including, without limitation, the powers and duties to:

1. establish written policies and Rules and Regulations governing the details of the operation and use of the common areas and facilities, and setting forth such restrictions on and requirements respecting the use and maintenance of the Units and the use of the common areas and facilities as are consistent with provisions of the Master Deed and are designed to prevent unreasonable interference with the use by the Unit Owners of their respective Units and of the common areas including, without limitation, the following:

* Rental and leasing of Units

* Designation of parking spaces, as set forth in the Master Deed

* Uses permitted in the Units

* The keeping of pets in the Condominium

* The use of common areas, including Guest Rooms;

2. grant permits, licenses, and easements over common elements for utilities, roads, and other purposes necessary for the proper operation of the Condominium;

3. make arrangement for the furnishing of utility services to the Property, including the granting of licenses and easements required in connection therewith;

4. purchase or otherwise acquire title to, rent, lease, or hire from others for terms which may extend beyond the termination of the Association any property or rights to property, real or personal, including Units; own, manage, use and hold such property and such rights;

5. make necessary repairs in the event of a casualty loss to the Condominium of more than ten percent (10%) of the value of the Condominium as determined by the Managing Board;

6. require installation of energy saving devices in all units and to assess Unit Owners their proportionate share of costs as measured by meters;

7. maintain an adequate replacement reserve fund to be used to replace, restore or rebuild common areas and facilities;

8. provide for an independent audit and review of the financial report, to be carried out in accordance with the standards of the American Institute of Certified Public Accountants;

9. appoint a Managing Agent, with the responsibility for collection of assessments, payment of common expenses or accounting or custody of common funds, and maintenance of financial records;

10. appoint a Design Review Committee of up to five Unit Owners, to establish standards for the alteration of any exterior feature of the Property, and to review any proposal to add, alter or otherwise modify the exterior features of the Property or interior changes that would affect other’s units;

11. enforce obligations of Unit Owners in accordance with the provisions of the Act, the Master Deed, these By-Laws and the Rules and Regulations of the Association, including the power to assess and levy reasonable fines or charges against Unit Owners and the power to suspend an owner's rights under the Master Deed, for violations thereof;

12. generally, in all matters not herein otherwise specified, to do each and every thing necessary, suitable, convenient or proper for the accomplishment of any of the purposes of the Association or the Master Deed or incidental to the powers herein or in the Act, and to do any and all acts, including the execution of any instruments, which in their judgment are necessary or desirable for the best interests of the Unit Owners.

The Association shall delegate to the Managing Board those powers and duties necessary to ensure the timely and effective management of the Condominium, as set forth in Section 4.7 below. All powers and duties not explicitly delegated to the Managing Board shall remain with the Association.

Section 2.4. Annual Meeting

There shall be an Annual Meeting of the Unit Owners on the first Monday in October, or within fourteen (14) days either before or after such date, at such time and place as the Managing Board may designate by written notice delivered to the Unit Owners at least fourteen days prior to the designated date. A quorum of Unit Owners shall be necessary for the conduct of business by the Unit Owners.

Special meetings of the Unit Owners may be convened upon request of ten percent of the Unit Owners, or by the Managing Board, upon at least seven days notice, specifying the date, time, place and purpose thereof.

Section 2.5. Rules and Regulations

The rules and regulations adopted by the Association from time to time shall govern the operation of the Condominium (such rules and regulations together with any new, amended or substituted rules and regulations hereinafter called the "Rules and Regulations"). To the extent that any of the Rules and Regulations set forth any restrictions or requirements affecting the use and maintenance of the Units, the Rules and Regulations shall be deemed to be a part of the By-laws of the Condominium for all purposes (including without limitation, by-laws within the meaning of Section 11(e) of the Act); moreover, the Rules and Regulations are not intended to constitute, and should not be construed to be, mere administrative rules and regulations within the meaning of Section 11(d) of the Act.

ARTICLE III

DECISION-MAKING

Section 3.1. Voting Rights

1. When dealing with decisions pertaining to organizational and administrative structure, finances, acquisition and disposal of property interests, and legal concerns of the Condominium, each Unit shall be entitled to a single vote to be exercised by a Unit Owner. When more than one person or entity holds an ownership interest in any Unit, such persons or entities shall determine who may exercise the Unit Owner's vote, and shall notify the Association of that determination.

2. When dealing with decisions regarding daily living matters such as social activities, rules and regulations, committee membership, and other community tasks, all persons of legal voting age living in the Condominium, including tenants of the Divided Unit Condominium described in Article X and of the Units owned by the Cambridge Housing Authority, shall have individual voices in the consensus process set forth in Section 3.2 below, including the power to block consensus if they so choose; provided, however, that tenants of Units which are not part of the Divided Unit Condominiums or Cambridge Housing Authority Units may participate in all meetings and may express their opinions freely, but may not block consensus in any matter.

3. In the event of a disagreement as to whether a particular matter belongs under subsection a or b above, the particular decision will automatically be considered to fall under subsection a.

Section 3.2. Consensus Process

Any duly held meeting of the Association, the Managing Board, or any committee created by the Association or Managing Board shall make decisions on a modified consensus basis as follows.

1. The participants in such meeting, with the facilitation of the meeting chairperson, shall attempt to make a decision by consensus. A consensus is deemed reached if all of those present, assuming there is a quorum, agree to the adoption of the proposal, or stand aside. Every effort shall be made to reach such a consensus with compromises and adjustments being made appropriately. If consensus cannot be reached on a proposal at a single meeting, the proposal shall be tabled until a subsequent meeting.

2. If no consensus can be reached after a proposal has been considered at each of three meetings, with at least eighteen hours between such meetings, the proposal shall be deemed deadlocked. Thereupon, at such third or any subsequent meeting, any Unit Owner and, if the proposal is being considered under subsection b of Section 3.1, any occupant of the Divided Unit Condominium or a Cambridge Housing Authority Unit, may move to vote. If a Majority agrees, a vote shall be taken. If the proposal is approved by a Majority, the proposal shall be accepted.

3. If no vote is taken on a deadlocked proposal, the proposal shall continue to be considered at subsequent meetings until a consensus to accept or reject the proposal is reached or a vote is taken.

Section 3.3. Emergency Decisions

In the event of a proposal or action requiring immediate decision that does not fall within the authorized powers of the Managing Board, the Managing Board shall call an emergency meeting of the Association. A good-faith effort will be made to contact all Unit Owners for participation in the emergency meeting. If a Quorum appropriate to a particular proposal as described in Article I and Section 3.1 herein is present at the emergency meeting, the proposal may be decided either by consensus or by vote as described in Section 3.2. The normal requirement of 18 hours between meetings shall not be applicable to emergency meetings.

Section 3.4. Consideration by Full Membership

A Majority of the Managing Board, Unit Owners or a Committee created by the Unit Owners may decide that a particular matter should be considered by the full membership of the body in question, rather than by a Quorum. In that case, the matter shall be tabled until such time as either (1) a good faith effort has been made to contact all members of the Managing Board, Unit Owners or Committee members for their approval, or (2) a meeting of all the members of the body in question has been held to consider the matter.

Section 3.5. Use of Proxies

A Unit Owner may act on behalf of another Unit Owner in matters being considered by the Association, the Managing Board, or a Committee of the Association by written proxy of that Owner, which has been (i) signed by such Unit Owner, and (ii) dated not more than two weeks before the meeting and (iii) contains no terms inconsistent with the present exercise thereof.

Section 3.6. Committee Delegation

The Unit Owners may, from time to time, in order to expedite decision-making and reduce the demands on general meetings, delegate specific powers to a committee or task force with identified membership, which committee or task force may act independently of the Association as a whole. In such cases, the powers to be delegated shall be put in writing and shall be granted only by Consensus of the Unit Owners acting under Section 3.1(a). Where decision-making has been delegated in this manner, the committee in question shall post a prominent notice in the common house, as defined in the Master Deed, of any proposed action on the matter in question at least five days prior to the meeting at which the decision is to be made. All Unit Owners may participate in committee meetings and any decisions shall be subject to the above-stated rules for Consensus. A Quorum for such meetings shall be defined as two-thirds (67%) of the committee members identified as such by written record duly submitted to the Clerk of the Managing Board. Decisions made under this process shall be posted prominently in the common house, but shall not be considered open for further discussion or blocking unless agreed to by a Majority of the committee in question.

Section 3.7. Notices

Unless otherwise specifically stated herein, whenever a notice is required by the provisions of these By-Laws, the Master Deed, or the Act, such notice shall be deemed sufficient if a written copy of the notice is delivered to a Unit Owner in hand, by U.S. mail, by FAX, or by personal delivery to the Unit in question.

ARTICLE IV

MANAGING BOARD

Section 4.1. Number of Board Members; Term of Office

The Association members shall choose a Managing Board from among the Unit Owners as set forth in Section 4.2 below. The Board shall consist of no fewer than seven persons and no more than ten. Terms of office will be two years, and shall be staggered so that one-half of the Board positions shall rotate every year. The length of terms of the original Board members shall be set by random lot to achieve staggered terms. Board members may not serve more than two consecutive terms. If the number of Board members shall become less than seven, a vacancy shall be deemed to exist which may be filled at a special meeting of the Unit Owners called for the purpose. Board members whose terms have expired may serve until a successor is duly chosen.

Section 4.2. Selection

Board members shall be chosen at the annual meeting. Candidates for vacancies may be nominated by any Unit Owner by submitting the name in writing to the Chair of the Managing Board at least 10 days prior to the annual meeting. The list of candidates shall be posted at least 10 days prior to the annual meeting. Unit owners will vote for Board Members by written ballot in successive rounds in which Members are chosen one at a time until all vacancies on the Board are filled; in each round, the candidate with the most votes will be elected to fill the vacancy.

The first Managing Board shall be appointed by the Declarant no later than one month after the sale of the first unit in the Condominium, and shall serve until the first annual meeting of the Association.

Section 4.3. Officers

The officers of the Managing Board shall consist of a Chair, Vice-Chair, Clerk, and Treasurer. Said officers shall be chosen by the members of the Managing Board by consensus for two-year terms.

1. Chair. The Chair shall preside at meetings of the Managing Board. The Chair shall sign all certificates, leases, bills of sale and other instruments conveying any interest in real or personal property of the Association and such other documents as the Managing Board or the Association may authorize or direct, and shall perform such other duties as may be prescribed by the Association.

2. Vice-Chair. The Vice-Chair shall perform the duties of the Chair whenever the Chair is absent or unable to act.

3. Clerk. The clerk shall maintain records of the proceedings of all meetings of the Board and the membership and shall preserve all documents, reports, and communications connected with the business of the Association.

4. Treasurer. The Treasurer shall maintain a bank account(s), shall have overall responsibility for all funds of the Association, and ensure that adequate and correct financial records and books of account are maintained. The Treasurer shall submit a full report in writing of the financial condition of the Association when requested by the Managing Board or the Association, but in no case less than quarterly. The Treasurer shall submit a budget for approval by the Association at its annual meeting.

Section 4.4 Removal and Resignation

1. Any Board member may be removed from office by the Unit Owners acting under Section 3.1(a) whenever it is determined by the Unit Owners that such removal is in the best interests of the Association.

2. Any Board member may resign by written notice to the Managing Board.

Section 4.5. Recording

The appointment of Board Members shall be evidenced by a certificate in writing, and shall become effective upon recording in the Registry of Deeds, the names and mailing addresses of the Board Members.

Whenever a Board Member resigns, or is removed or replaced, the change shall be similarly evidenced by a certificate in writing, recorded in the Registry of Deeds.

Section 4.6 Delegation of Powers and Duties

The Declarant hereby grants to the Managing Board the absolute power and obligation to act on behalf of the Unit Owners to:

1. provide for operation, maintenance, and care of the common areas and facilities;

2. determine the common expenses required for the affairs of the Condominium, including operation and maintenance of the Property and prepare and submit budgets therefore to the Association;

3. assess and collect from the Unit Owners their proportionate shares of the common expenses;

4. distribute proportionate shares of common profits to the Unit Owners;

5. employ and dismiss personnel which the Association has deemed to be necessary or advisable to carry out the business of the Association;

6. open bank accounts on behalf of the Association and designate the signatories required therefor;

7. manage the finances of the Association, including allocation of income and expenses;

8. own, convey, encumber, lease, and otherwise deal with Units of the Condominium acquired by the Managing Board on behalf of the Association pursuant to provisions of the Act and the Master Deed;

9. obtain insurance for the Condominium property pursuant to the provisions of Article XI hereof;

10. make repairs, additions, and improvements to, or alter the Condominium in accordance with the provisions of the Act, the Master Deed and these By-Laws;

11. conduct litigation and be subject to suit in any matter involving the Condominium or arising out of the enforcement of the provisions of the Act, the Master Deed, these By-Laws, and the Rules and Regulations of the Association;

12. determine, in the event of any casualty loss to the Condominium, whether or not such loss exceeds ten percent (10%) of the value of the Condominium immediately prior to the casualty, and notify all Unit Owners of such determination;

13. authorize entry for emergency repairs.

The Association retains the right to rescind or amend from time to time the delegation of any powers and duties to the Managing Board. The Managing Board shall provide the Association with regular reports of its intended actions and decisions made on behalf of the Association.

Section 4.7. Compensation of Board Members

No Board Member shall be paid for his or her services to the Association unless specifically agreed to by the Unit Owners, acting in accordance with Section 3.1(a), at a duly held meeting. A Board Member may receive reasonable remuneration from the Association for extraordinary or unusual services, legal or otherwise, rendered on behalf of or in connection with the Association. Any such payments shall be a common expense of the Condominium.

Section 4.8. No Liability if Acting in Good Faith

No Board Member shall be held personally liable or accountable by reason of any action or omission made in good faith and in the reasonable belief that such action was in the best interest of the Association, or for honest errors of judgment or mistakes of fact or law, or for any reason except such Board Member's own personal and willful malfeasance and default, and/or such other conduct as would exempt the Board Member from indemnification as provided in Section 4.10 hereof.

Section 4.9. Self-Dealing

No Unit Owner or Board Member shall be disqualified from contracting or dealing (directly or indirectly) with the Association or with one or more Unit Owners; provided that the Unit Owner or Board Member shall act in good faith and shall disclose the nature of his or her interest before the dealing, contract or arrangement is entered into.

Section 4.10. Indemnity

The Association shall indemnify each Board Member and Officer and his or her heirs, executors and administrators, against any and all claims and liability arising out of their service as a Board Member or Officer including, without limiting the generality of the foregoing, liabilities in contract and in tort, liabilities for damages, penalties and fines, and amounts paid for services of counsel and related expenses, and the cost of reasonable settlement, provided the Association has approved such settlement. Notwithstanding the foregoing, there shall be no indemnification where such individuals are adjudged to be liable for intentional and willful malfeasance or defaults. Any amounts required for such indemnity shall be assessed against the Unit Owners and shall be a common expense of the Condominium.

ARTICLE V

DIVIDED UNIT CONDOMINIUMS

Section 5.1. Authorization for Divided Unit Condominiums

In accordance with Section ___ of the Master Deed, Unit ___ (the Divided Unit Condominium) shall itself constitute a separate condominium consisting of two units within the Condominium. The master deed of the Divided Unit Condominium shall provide for management and regulation of the condominium, and for by-laws consistent with the Act and with the Master Deed, this Declaration and By-Laws, and any Rules and Regulations of the Cambridge Cohousing Condominium. The owners of units in the Divided Unit Condominium shall collectively be entitled to exercise the same rights and obligations as any other Unit Owner and shall be subject to all terms of these By-Laws, unless specifically excepted herein.

Section 5.2. Voting by Divided Unit Condominium

The Divided Unit Condominium shall provide for Trustees or a Managing Board to administer the affairs of the Divided Unit Condominium and shall provide for the authorizing and appointing of a single individual to represent the Divided Unit Condominium in voting or taking any other action required of a Unit Owner, in accordance with Article III hereof. The Divided Unit Condominium shall notify the Association of the identity and address of that representative. If said representative shall resign or be removed, the Divided Unit Condominium shall notify the Association of the appointment of a new representative. The Association shall be entitled to rely upon any such writing.

Section 5.3. Liens and Obligations

All owners of units within the Divided Unit Condominium shall covenant and agree with the Association that they are jointly and severally liable directly to the Association for all assessments and other expenses due with respect to the Condominium, together with interest due and costs of collection thereof. Any amounts due the Association shall be subject to Article 7.2 (Assessments) and Article 9.2 (Default) hereof.

Section 5.4 Notices

All notices which are required to be given under these By-Laws to Unit Owners shall in the case of a Divided Unit Condominium be provided to the representative identified in accordance with Section 5.2 hereof, and also to the adult residents of the individual Units in accordance with Section 3.7.

ARTICLE VI

OPERATION OF THE PROPERTY

Section 6.1. Maintenance and Repair of Units

The Unit Owners shall be responsible for the proper maintenance and repair of their respective Units. A Unit Owner’s obligation to maintain and repair his or her Unit shall include, without limitation, the obligation to maintain and repair and replace, if necessary, the following: any appliance within the Unit; interior finish walls, ceilings and floors; window glass, window frames, and window trim; doors, door frames and door trim (including frames and trim of doors leading to common corridors); plumbing and sanitary waste fixtures and fixtures for water and other utilities; electrical fixtures and outlets; all wires, pipes, drains, conduits and equipment for heat and air conditioning, water, sewerage, electric power and light, telephone and any other utility services which are contained in and exclusively serve such Unit. Each Unit Owner is also responsible for the maintenance and repair of decks, porches and fences associated with the Unit, as set forth in the Master Deed. If a Unit Owner fails to carry out maintenance or repair of such windows, doors leading to the common corridors, decks, porches and fences, or services which negatively affect other Unit Owners or the common areas and facilities, such maintenance and repair may be performed by the Association and the cost charged to the Owner.

Section 6.2. Maintenance, Repair and Replacement of Common Areas and Facilities

The Association shall be responsible through the Managing Board or Managing Agent, for the proper maintenance, repair and replacement of the common areas and facilities of the Condominium and for the exterior portions of the Units, including siding and roofing, but not including decks, balconies and porches. The expenses of such maintenance, repair and replacement of both common areas and facilities and Units negatively affected by occurrences in the common areas and facilities, shall be assessed to the Unit Owners as common expenses of the Condominium.

ARTICLE VII

ASSESSMENTS

Section 7.1. Common Expenses

The Unit Owners shall be liable for common expenses and entitled to common profits of the Condominium in proportion to their respective percentages of beneficial interest as set forth in the Master Deed. The Association may at any time distribute such common profits among the Unit Owners. The Association may, to the extent it deems advisable, set aside common funds of the Condominium as reserve or contingent funds, and may use the funds so set aside for reduction of indebtedness or any other lawful capital purpose. The funds so set aside shall not be deemed to be common profits available for distribution.

Section 7.2. Assessments

At least thirty days prior to the annual meeting of the Association, the Managing Board shall estimate the common expenses of the Condominium expected to be incurred in the next fiscal year, together with a reasonable provision for a fund for contingencies and reserves to cover maintenance, repairs and replacements to the common areas and facilities and shall determine the Unit Owners' respective shares of assessments based on their beneficial interest in the Condominium. The Board shall render to each Unit Owner (including the Declarant with respect to Units still owned by the Declarant) a copy of this budget showing the common expenses and profits, as well as a statement of the Unit Owners' respective shares of such expenses. Such statements shall be due and payable in monthly installments each equal to one-twelfth (1/12th) of such assessment.

In the event the Association shall determine that an adjustment to the assessments is necessary or advisable, the Board shall provide an amended budget and assessment to each Unit Owner, not later than 30 days before such assessment is due.

Section 7.3. Improvements to the Common Areas

If the Managing Board shall propose to make any improvement to the common areas, or if two Unit Owners shall request any such improvement, the Managing Board shall submit to all Unit Owners (a) a form of agreement specifying the improvements proposed and the estimated cost thereof, and authorizing the Managing Board to proceed, and (b) a copy of Section 18 of the Act. Upon receipt by the Managing Board of copies of the agreement signed by Unit Owners representing at least 75% of the beneficial interest in the Condominium as set forth in the Master Deed, the Managing Board shall proceed to make the improvements and charge the cost to all the Unit Owners.

Section 7.4. Liens, Penalties, and Defaults

Any amount owed to the Association including, without limitation, monthly payments of assessment of common expenses, not paid within seven days of the due date for such amount shall carry a late charge equal to the greater of (a) fifteen Dollars or (b) the total accrued interest on such amount from the due date to the date of payment calculated at the rate of prime plus 6%, but not to exceed 18% per annum. The amount of each assessment shall be a personal liability of the Unit Owner as of the assessment date and, together with the amount of any late charges which may accrue thereon, and the costs of collection thereof, shall constitute a lien on the Unit of the Unit Owner, pursuant to provisions of Section 6 and Section 13 of the Act.

Upon receipt of written notice from a mortgagee of any default under a mortgage on a Unit, the Association shall have the right, but not the obligation, to cure the default and to add the expenses incurred to the common expenses assessed to the Unit, which expenses shall constitute a lien against the Unit under Section 6 and Section 13 of the Act.

The Association, acting through the Managing Board, shall have the power and duty to collect common expenses or fees not paid when due, together with accrued late charges and expenses associated with collection, by a proceeding to recover the same in any court having jurisdiction and/or by foreclosure pursuant to Section 6 of the Act, or by acceptance of a deed from the Unit Owner upon such terms as they deem desirable.

A lien for the total amount of common expenses or fees assessed to each Unit shall arise against such Unit on the assessment date thereof, even though such common expenses or fees may be payable in installments. Such lien shall have priority over all other liens and encumbrances on a Unit, except for (i) liens and encumbrances recorded before the recordation of the Master Deed, (ii) a first mortgage on the Unit recorded before the date on which the assessment sought to be enforced became delinquent, and (iii) liens for real estate taxes and other municipal assessments or charges against the Unit. Such lien shall also be prior to the mortgages described in clause (ii) above to the extent of the common expense assessments which would have become due in the absence of acceleration during the six months immediately preceding institution of action to enforce the lien and to the extent of any costs and reasonable attorneys' fees incurred in the action to enforce the lien, subject to the provisions of Chapter 183A § 6(c).

> ARTICLE VIII

RIGHTS AND OBLIGATIONS OF THIRD PARTIES DEALING

> WITH THE MANAGING BOARD

Section 8.1. Reliance of Third Parties

No purchaser, mortgagee, lender or other person dealing with the Managing Board as they then appear of record in the Registry of Deeds shall be bound to inquire further as to the persons who are then the Managing Board hereunder, or be affected by any notice, implied or actual, otherwise than by a certificate thereof, and such certificate shall be conclusive evi-dence of the personnel of the Managing Board and of any changes there-in. The receipts of the Managing Board, or any one or more of them, for monies paid or things delivered to them (or him or her) shall be effectual discharges to the persons paying or delivering the same and no person from whom the Managing Board, or any one or more of them, shall receive any money, property or other credit shall be required to see to the application thereof. No purchaser, mortgagee, lender or other person dealing with the Managing Board or with any real or personal property which then is or formerly was property of the Condominium shall be bound to inquire as to the purpose or regu-larity of any act of the Managing Board, or any one or more of them, purporting to be done in pursuance of any of the provisions or powers herein contained, or as to the regularity of the resig-nation or appointment of any Board Member, and any instrument of appointment of a new Board Member or resignation of an old Board Member purporting to be executed by the Managing Board, Unit Owners, or other persons herein required to execute the same, shall be conclusive evidence in favor of any such purchaser or other person dealing with the Managing Board of the matters therein recited relating to such discharge, resignation or appointment.

Section 8.2. Personal Liability Excluded

No recourse shall at any time be had under or upon any note, bond, contract, order, instrument, certificate, undertaking, obligation, covenant or agreement, whether oral or written, made, issued or executed by the Managing Board or by any agent or employee of the Managing Board, or by reason of anything done or omitted to be done by or on behalf of them or any of them, against the Managing Board individually or against any such agent or employee, or against any beneficiary, either directly or indirectly, by legal or equitable proceedings, or by virtue of any suit or otherwise, and all persons extending credit to, contracting with or having any claim against the Managing Board, shall look only to the property of the Condominium for payment under such contract or claim, or for the payment of any debt, damage, judgment or decree, or of any money that may otherwise become due or payable to them from the Managing Board, so that neither the Managing Board nor the members of the Association, present or future, shall be personally liable therefor; provided, however, that nothing herein contained shall be deemed to limit or impair the liability of the Unit Owners under the provisions of these By-Laws or under the provisions of the Act.

Section 8.3. Obligations of the Association

Every note, bond, contract, order, instrument, certificate, undertaking, obligation, covenant or agreement, whether oral or written, made, issued or executed by the Managing Board, or by any agent or employee of the Managing Board, shall be deemed to have been entered into subject to the terms, conditions, provisions, and restrictions hereof, whether or not express reference shall have been made to these By-Laws.

Section 8.4. Certificate by Managing Board

These By-Laws and any amendments hereto and any certificate herein required to be recorded and any other certifi-cate or paper signed by the Managing Board or any member of the Managing Board (Board Member) which it may be deemed desirable to record shall be recorded with the Registry of Deeds and such record shall be deemed conclusive evidence of the contents and effectiveness thereof according to the tenor thereof; and all persons dealing in any manner whatso-ever with the Managing Board, the Association or any beneficiary hereunder shall be held to have notice of any alteration or amendment of these By-Laws, or change of Board Members, when the same shall be recorded with the Registry of Deeds. Any certificate signed by two Board Members in office at the time, setting forth as facts any matters affecting the Association, including statements as to who are the members, as to what action has been taken by the Association, and as to matters determining the authority of the Managing Board to do any act, when duly acknowledged and recorded with the Registry of Deeds, shall be conclusive evidence as to the existence of such alleged facts in favor of all third persons, including the Managing Board, acting in reliance thereon. Any certificate executed by any Board Member hereunder, or by a majority of the Managing Board hereunder, setting forth the existence of any facts, the existence of which is necessary to authorize the execution of any instrument or the taking of any action by such Board Member or majority, as the case may be, shall, as to all persons acting in good faith in reliance thereon, be con-clusive evidence of the truth of the statements made in such certificate and of the existence of the facts therein set forth.

Section 8.5. Certificate Concerning Common Expenses

Notwithstanding any other provisions of these By-Laws, any certificate setting forth the amount of unpaid common expenses or fees assessed against any Unit as provided by Section 6(d) of the Act shall be conclusive evidence of the facts stated therein if signed by any one of the Managing Board then in office, except that a 6(d) certifi-cate signed by a single Board Member shall have no effect if such Board Member is the owner of the Unit in question. The Managing Board shall provide such certificate promptly upon request.

ARTICLE IX

MORTGAGES

Section 9.1. Notice to Managing Board

A Unit Owner who mortgages his or her Unit by an instrument duly recorded with the Registry of Deeds, or the mortgagee of such Unit, shall notify the Managing Board of the name and address of the mortgagee of such Unit and on request of the Managing Board shall file a conformed copy of the mortgage with the Managing Board. Such a mortgage is referred to herein as a "Listed Mortgage" and the holder of such a mortgage is referred to herein as a "Listed Mortgagee." A Listed Mortgage shall remain such until the Managing Board shall have received written notice from the Listed Mortgagee thereof, or other evidence satisfactory to the Managing Board, of the recording of a discharge thereof with the Registry of Deeds.

Section 9.2. Notice of Default

The Managing Board, when giving notice to a Unit Owner of a default in paying any amount payable by such Owner to the Managing Board or any other default, shall send a copy of the notice to the Listed Mortgagee of the Unit affected by such default.

All rights of a Unit Owner, including without limitation rights to vote, to grant or withhold any consent and to exercise any other right or option, may be transferred or assigned in writing to, or restricted in favor of, any person or entity holding a Listed Mortgage. The Managing Board shall be bound by any such assignment of transfer or restriction upon receipt of written notice of it

Section 9.3. Limitation of Liability of Mortgagees

No mortgagee of a Unit shall be deemed to be a Unit Owner by reason of holding such mortgage unless and until such mortgagee shall have acquired indefeasible title to the Unit mortgaged to it by foreclosure or deed in lieu thereof.

ARTICLE X

ACQUISITION OF A UNIT BY THE ASSOCIATION; RIGHT OF FIRST REFUSAL

Section 10.1. Acquisition of a Unit by the Association

The Association may acquire one or more Units for the benefit of all Unit Owners. Any acquisition of a Unit by the Association, whether at the foreclosure of a lien for common expenses or otherwise, shall be made only with the prior approval of all the Unit Owners except the owner of the unit acquired. Such acquisition may be made with funds appropriated from the working capital of the Association, or from assessments to Unit Owners according to their respective beneficial interests hereunder, or by borrowing or assumption of existing borrowing, or by any combination of methods, with the prior approval of the Unit Owners.

Section 10.2. Right of First Refusal

The Association shall have a right of first refusal with respect to the transfer of any Unit which shall be exercisable as a means of insuring owner-occupancy of a Unit and to insure the continuance of the goals of the Condominium set forth herein, but only upon the terms and conditions set forth in the Master Deed. Such right shall not be exercised so as to restrict the transfer of ownership of units because of race, creed, color, national origin, sex, age or sexual orientation.

Whenever a Unit Owner shall desire to sell, dispose or otherwise convey a Unit, the Unit Owner shall provide written notice to the Managing Board of the Association containing the exact terms and conditions which the Unit Owner is willing to accept. The Association shall have thirty days after delivery of said notice to exercise its option. The Unit Owner shall be prohibited from transferring the Unit unless and until the thirty day period has elapsed without exercise of this option by the Association, as set forth below.

The Managing Board shall exercise the option by providing the Unit Owner with written notice of the Association’s intent to exercise the option at the same price and upon the same terms contained in the written notice, or upon such other terms as may be agreed to by the Unit Owner and the Association; whereupon the Association or its substitute buyer shall proceed to exercise due diligence in completing the purchase of the Unit promptly and properly.

ARTICLE XI

INSURANCE

Section 11.1. General

The Managing Board shall obtain and maintain, to the extent possible, policies of insurance covering liability, and casualty and physical damage covering the Property for the benefit and protection of the Association, the Unit Owners and mortgagees, as their interests may appear, with proceeds payable to the Chair of the Managing Board or to the Association. The Managing Board may obtain insurance policies covering such other risks as the Association approves including, without limitation, fidelity bonds and officer’s liability insurance.

All insurance maintained by the Association shall be in accordance with requirements of the Federal Home Loan Mortgage Corporation (FHLMC) and the Federal National Mortgage Association (FNMA) and the Act, as amended from time to time.

Section 11.2. Liability Insurance

The Managing Board shall obtain and maintain comprehensive public liability insurance, covering claims for bodily injury and property damage in such amounts as the Board may from time to time determine, insuring the Association, the Board, their agents and employees with respect to their liability arising from Operation, Maintenance or repair of the Condominium Property which is the responsibility of the Association.

Section 11.3. Casualty and Property Damage

The insurance shall provide at a minimum fire and extended coverage, including vandalism and malicious mischief, other physical damage, and other coverage in the kinds and amounts commonly required by institutional mortgage lenders for similar projects. Coverage shall include the buildings, common areas and facilities, and equipment, machinery and installations, but not including contents of the individual units such as furniture, custom features and installations, or other personal property of the Unit Owners. Insofar as practical, such insurance shall be maintained in an amount of not less than one hundred percent of the replacement value of the insured property, as determined by the Managing Board on an annual basis.

Section 11.4. Other Provisions

To the extent practicable, insurance policies shall include the following provisions:

1. Waivers by the insured of rights of subrogation other than those based on fraud or criminal acts, as to claims against the Association, Board Members, Unit Owners, their employees and guests;

2. The insurance shall not be affected or diminished by reason of any other insurance carried by a Unit Owner or mortgagee.

3. The insurance shall not be affected or diminished by any conduct of the insureds, or by the act or neglect of any Unit Owner or occupants, when such act or neglect is not within the control of the Association, or by failure of the insureds to comply with any warranty or condition with regard to any portion of the premises over which the Association has no control.

4. The policies may not be canceled, terminated or substantially modified as to the amount of coverage or risks covered without at least thirty days written notice to the Managing Board.

5. The insurer will not have the right to elect to restore damage in lieu of a cash settlement without the prior approval of the Association or in contravention of the terms of these By-Laws and the Master Deed.

ARTICLE XII

REBUILDING AND RESTORATION IN THE EVENT OF FIRE OR OTHER CASUALTY

Section 12.1. Casualty Loss

In the event of any casualty loss to the Condominium, the Managing Board shall determine in their reasonable discretion whether or not such loss exceeds ten percent (10%) of the value of the Condominium immediately prior to the casualty, and shall notify all Unit Owners of such determination. If such loss as so determined does not exceed ten percent (10%) of such value, the Managing Board shall proceed with the necessary repairs, rebuilding or restoration in the manner provided in paragraph (a) of Section 17 of the Act or any successor to said section dealing with the repair, rebuilding or restoration of a condominium after a casualty or other type of loss (hereafter Section 17).

If such loss is determined to exceed ten percent (10%) of such value, the Managing Board shall forthwith submit to all Unit Owners (a) a form of agreement author-izing the Managing Board to proceed with the necessary repair, rebuild-ing or restoration, and (b) a copy of the provisions of Section 17. If seventy five percent (75%) or more of the Unit Owners acting in accordance with Section 3.1(a) agree to proceed, the Managing Board shall promptly arrange for repair or restoration and disburse the proceeds of all insurance policies in payment of expenses actually incurred in connection with such repair or restoration, in order to implement, the provi-sions of paragraph (b) of said Section 17. The Managing Board shall represent the Unit Owners in any proceedings, negotiations, settlements or agreements in connec-tion with any casualty loss to the Condominium. If the amount of insurance proceeds exceed the cost of such repair or restoration, the excess of such proceeds may be added to the Condominium’s reserve fund or distributed as common profits to the Unit Owners.

The Managing Board may perform emergency work essential to the preservation and safety of the Condominium or of persons, or required to avoid suspension of any essential services to the Condominium without having first sought approval of the Unit Owners.

Section 12.2. Eminent Domain

In the event that a public or quasi-public authority initiates a proceeding to take any portion of the Condominium under the power of eminent domain, the Managing Board shall notify all Unit Owners and all mortgagees of record promptly, and shall represent the Owners in all proceedings, negotiations, settlements relating to such taking. If more than ten percent of the value of the Condominium is taken, the takings shall be treated as a "casualty loss" and the provisions of Section 17 shall apply.

Where one or more Units have been substantially altered or rendered unusable as a result of a partial taking (whether involving more or less than ten percent (10%) of the value of the Condominium), and the Unit Owners vote to restore and continue the Condominium pursuant to the provisions of Section 17, the Managing Board shall have the authority to acquire the remaining portions of such Units for such price as the Association shall determine, provided that any Unit Owner of such remaining portion of the Unit who does not agree with such determination may apply to the Superior Court for an order directing the purchase of such remaining portion at the fair market value thereof as approved by the court. Where, as a result of a partial taking (whether involving more or less than ten percent (10%) of the value of the Condominium), any Unit is decreased in size or where the number of Units is decreased by a partial taking, then the Association may make such provisions for realignment of the undivided interests of the Unit Owners in the common areas and facilities as shall be just and equitable.

No vote or consent required of a Unit Owner pursuant to this Section shall be deemed effective without the written consent of the holder of any mortgage of record on the Unit in question. No provision herein shall be deemed to give a Unit Owner or any other party priority over any rights of the holder of the first mortgage (if any) on such Unit Owner's Unit pursuant to such mortgage in the case of distribution to such Unit Owner of condemnation awards for taking of Units and/or the other common areas and facilities. Mortgagees of Units will be entitled to priority with respect to any awards distributed to their mortgagors.

ARTICLE XIII

DISPUTE RESOLUTION

Section 13.1. General

In the event of a dispute between Unit Owners, or between Unit Owners and the Managing Board as to any matter involving these Bylaws, the Master Deed or the Condominium generally, such dispute shall be resolved in the following manner.

1. The parties to the dispute shall first undertake good faith negotiations in an effort to resolve the matter.

2. If the parties to the dispute fail to resolve it through direct negotiation any party to the dispute may elect mediation. The parties shall select the mediator, who shall have no authority to impose a settlement but shall assist the parties in negotiating a resolution. If the parties fail to agree on a mediator, each party shall nominate a mediator and those nominated shall select the mediator. Any costs shall be borne in equal shares by the parties to the dispute.

3. If the parties fail to resolve the dispute through mediation within 30 days after mediation has been elected, the dispute shall be settled by binding arbitration by a sole arbitrator in accordance with the Rules for Non-Administered Arbitration of Business Disputes of the Center for Public Resources in effect as of the date of this Declaration of Trust. The arbitrator shall have no authority to award punitive damages. The arbitrator's decision may be enforced by any court having jurisdiction thereof pursuant to Chapter 251 of Massachusetts General Laws. The place of arbitration shall be Cambridge, Massachusetts or such other location as may be agreed to by the parties. Fees and other costs shall be borne in equal shares by the parties to the dispute.

ARTICLE XIV

AMENDMENTS

Section 14.1. Amendments

The Association, acting in accordance with Section 3.1(a), may, at any time and from time to time, amend, alter, add to or change this Declaration of Trust in any manner or to any extent, the Managing Board first, however, being duly indemnified to their reasonable satisfaction against outstanding obligations and liabilities; provided always, however, that no such amendment, alteration, addition or change shall be valid or effective if (a) by virtue of such amendment, alteration, addition or change the percentage of beneficial interest hereunder of any Unit Owner would be altered or in any manner or to any extent whatsoever modified or affected without such Unit Owner's consent, so as to be different from the percentage of the individual interest of such Unit Owner in the common areas and facilities as set forth in the Master Deed, or (b) such amendment, alteration, addition or change would render the Trust contrary to or inconsistent with any requirements or provisions of the Act.

Any amendment, alteration, addition or change pursuant to the foregoing provisions of this Section shall become effective upon the recording with the Registry of Deeds of an instrument of amendment, alteration, addition or change, as the case may be, signed, sealed and acknowledged in the manner required in Massachusetts for the acknowledgment of deeds, by two (2) Managing Board members, setting forth in full the amendment, alteration, addition or change and reciting the consent of the Unit Owners herein required to consent thereto. Such instrument, so executed and recorded, shall be conclusive evidence of the existence of all facts and of compliance with all prerequisites to the validity of such amendment, alteration, addition or change, whether stated in such instrument or not, upon all questions as to title or affecting the rights of third persons and for all other purposes.

ARTICLE XV

MISCELLANEOUS

Section 15.1. Correction of Typographical Errors and Other Errors

If the Declarant or Association determines that a typographical error, mis-nomer, inadvertent omission or any other error has been made in this Declaration and Bylaws or any amendment hereto, the Declarant or Association shall have the right, and hereby reserves the right, to correct any such error by an instrument executed by the Declarant making reference to this Article XV, and upon such instrument being recorded with the Registry of Deeds, such error shall be deemed to have been corrected as fully and with the same force and effect as if such error were not ever made. No such amendment, however, shall adversely affect any substantive rights or inter-ests of any Unit Owner in his or her Unit or the common areas and facilities in any material way, without such Unit Owner's written consent.

Section 15.2. Termination

The Association hereby created shall terminate only upon the removal of the Condominium from the provisions of said Chapter 183A in accordance with the procedure therefor set forth in said Chapter.

Section 15.3. Disposition of Property on Termination

Upon the termination of the Association, the Managing Board may, subject to and in accordance with the provisions of said Chapter 183A, sell and convert into money the whole of the Association Property, or any part or parts thereof, and, after paying or retiring all known liabilities and obligations of the Managing Board and for any such amendments.

Section 15.4. Construction and Interpretation

In the construction hereof, whether or not so expressed, words used in the singular or in the plural respectively include both the plural and singular, and words denoting males include females and words denoting persons include individuals, firms, associations, companies (joint stock or otherwise), trusts and corporations, unless a contrary intention is to be inferred from or required by the subject matter or context. The cover, title, headings of different parts hereof, the table of contents and the marginal notes, if any, are inserted only for convenience of reference and are not to be taken to be any part hereof or to control or affect the meaning, construction, interpretation or effect hereof. All the trusts, powers and provisions herein contained shall take effect and be construed according to the laws of the Commonwealth of Massachusetts. Unless the context otherwise indicates, words defined in said Chapter 183A shall have the same meaning herein.

In the event of any conflict between the numerical require-ments of FNMA and the numerical requirements of FHLMC with respect to any action or non-action to be taken by the Association, or with respect to any other matter, the guideline with the greater numerical requirements shall control.

* "Cohousing" refers to collaborative, sustainable housing communities that are planned by their eventual occupants and self-managed after occupancy based on consensus decision-making. The term is a trademark of Kathryn McCamant and Charles Durrett.