The affairs of the Association shall be governed by a board of directors composed of two (2) to five (5) persons, as provided in Sections 2 and 3 of this Article. All directors, shall be owners or co-owners of units of the condominium. For purposes of this section, the officers of any corporate owner and the partners of any partnership shall be considered co-owners of any units owned by such corporation or partnership.
At the expiration of the initial term of office of each respective director, the successor shall be elected to serve for a term of two years, so that the term of not less than one third of the directors shall expire annually. Directors shall hold office until their respective successors have been elected by the unit owners. Election shall be by one ballot for all openings and election results shall be determined by plurality.
Vacancies in the board of directors caused by any reason other than the removal of a director by a vote of the Association shall be filled by vote of the majority of the remaining directors, even though they may constitute less than a quorum, or by a sole remaining director. Each person so elected shall be a director until a successor is elected to fill the unexpired term at the next annual meeting of the Association or the next special meeting of the Association called for that purpose.
At any regular or special meeting of the Association duly called, any one or more of the directors, other than interim directors, may be removed with or without cause. Unit owners may vote in person or by proxy and a majority vote of all owners with voting rights is necessary for removal. A successor shall be elected at that meeting to fill the vacancy thus created. The notice of any such meeting shall state that such removal is to be considered, and any director whose removal has been proposed shall be given an opportunity to be heard at the meeting.
The board of directors shall have all of the powers and duties necessary for the administration of the affairs of the Association, except such powers and duties as by law or by the declaration or by these bylaws may not be delegated to the board of directors by the unit owners. The powers and duties to be exercised by the board of directors shall include, but shall not be limited to, the following:
(a) Operation, care, upkeep maintenance and repair of the general and limited common elements.
(b) Determination of the amounts required for operation, maintenance and other affairs of the Association, and the making of such expenditures.
(c) Collection of the common expenses from the unit owners.
(d) Employment and dismissal of such personnel as necessary for the efficient maintenance, upkeep and repair of the common elements.
(e) Employment of legal, accounting or other personnel for reasonable compensation to perform services as may be required for the proper administration of the Association.
(f) Opening of bank accounts on behalf of the Association and designating the signatories required therefore.
(g) Purchasing units of the condominium at foreclosure or other judicial sales in the name of the Association, or its designee, on behalf of all the unit owners as provided in these bylaws.
(h) Selling, leasing, mortgaging, voting the votes appurtenant to (other than for the election of directors), or otherwise dealing with units of the condominium acquired by the Association or its designee on behalf of all the unit owners.
(i) Obtaining insurance or bonds pursuant to the provisions of these bylaws.
(j) Making additions and improvements to, or alterations of, the common elements; provided, however, that no such project may be undertaken by the board if the total cost will exceed the amount of $2,500 unless the unit owners have enacted a resolution authorizing the project by a vote of seventy- five percent (75%) of the voting rights present in person or by proxy at a meeting at which a quorum is constituted. This limitation shall not be applicable to repairs or maintenance undertaken pursuant to paragraph 3.5(a) above.
(k) Designating one or more committees to advise the Board in the management of the affairs of the association.
(l) Enforcement by legal means of the provisions of the Oregon Condominium Law (currently ORS Chapter 100), the declaration, these bylaws and any rules and regulations adopted hereunder.
On behalf of the Association, the board of directors may employ or contract for a managing agent or a manager at a compensation to be established by the board of directors. Any such management agreement shall be terminable by the Association for cause upon 30 days’ written notice thereof, and the term of any such agreement may not exceed one year, renewable by agreement of the parties for successive one-year periods. The board of directors may delegate to the managing agent or manager such duties and powers as the board of directors may authorize. In the absence of such appointment, the board of directors shall act as manager.
Within fourteen (14) days following the annual meeting of the Association or following any meeting at which an election of directors has been held, the board of directors shall hold an organizational meeting at such place and time as shall have been fixed by the directors at the meeting at which the election was held.
Regular meetings of the board of directors may be held at such time and place as shall be determined, from time to time, by a majority of the directors. Special meetings of the board of directors may be called by the chair and must be called by the secretary of the board at the written request of at least two directors. Notice of any special meeting shall be given to each director personally, or by mail, telephone, fax, or other electronic means such as email at least seven (7) days prior to the day named for such meeting, and shall state the time, place, and purpose of such meeting. All meetings of the board of directors shall be open to unit owners. Such meetings may be conducted by telephonic communication, except that if a majority of the units are principal residences of the occupants, then:
(a) for other than emergency meetings, notice of each board of directors' meeting shall be posted at a place or places on the property at least three (3) days prior to the meeting, or notice shall be provided by a method otherwise reasonably calculated to inform the unit owners of such meeting; and
(b) only emergency meetings of the board of directors may be conducted by telephonic or other acceptable electronic means.
Any director may, at any time, waive notice of any meeting of the board of directors in writing, and such waiver shall be deemed equivalent to the giving of such notice. Attendance by a director at any meeting of the board shall constitute a waiver by that director of notice of the time and place thereof, except where a director attends the meeting for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. If all of the directors are present at any meeting of the board, no notice to directors shall be required and any business may be transacted at such meeting.
At all meetings of the board of directors, a majority of the directors shall constitute a quorum for the transaction of business, and the votes of a majority of the directors present at a meeting at which a quorum is present shall constitute the decision of the board of directors. If at any meeting of the board of directors less than a quorum should be present, a majority of those present may adjourn the meeting from time to time and notify all board members of the rescheduled meeting date. At any such rescheduled meeting at which a quorum is present, any business which might have been transacted at the meeting originally called may be transacted without further notice to directors.
No director shall receive any compensation from the Association for acting as such.
The directors and officers shall not be liable to the Association of the unit owners for any mistake of judgment, negligence, or otherwise, except for their own willful misconduct or bad faith. The Association shall indemnify and hold harmless each director and officer and the manager or managing agent, if any, against all contractual liability to others arising out of contracts made by the board of directors, officers, manager or managing agent on behalf of the Association unless any such contract shall have been made in bad faith or contrary to the provisions of the declaration or of these bylaws. Each director and officer and the manager or managing agent, if any, shall be indemnified by the Association against all expenses and liabilities, including attorneys' fees, reasonably incurred or imposed upon them in connection with any proceeding to which they may be a party, or to which they may become involved, by reason of being or having been a director, officer, manager or managing agent and shall be indemnified upon any reasonable settlement thereof; provided, however, there shall be no indemnity if the director, officer, manager or managing agent is adjudged guilty of willful nonfeasance, misfeasance or malfeasance in the performance of duties.
The board of directors shall require that any person or entity, including, but not limited to, employees of any professional manager, who handles or is responsible for Association funds shall furnish such fidelity bond as the board deems adequate, with coverage of not less than 50 percent of the amount of the annual budget. The premiums of such bonds shall be paid by the Association.
The board of directors shall make best faith efforts to obtain the insurance required in Article VIII of these bylaws. In addition, the board of directors, at its discretion, may obtain such other insurance as it deems necessary to protect the interests of the Association or unit owners. The board of directors shall conduct an annual insurance review which, if appropriate, shall include an appraisal of all improvements contained in the common elements of the condominium.