EXHIBIT C
BY-LAWS OF THE A-B-C CONDOMINIUM
ARTICLE I: ORGANIZATION OF THE ASSOCIATION
Section 1. The Members of The A-B-C Condominium (formally known as Aberdeen Associates, Inc.), a not-for-profit corporation organized under the provisions of the General Not-for-Profit Corporation Act of the State of Missouri (which corporation is hereinafter referred to as the "Association"), shall consist of the respective "Unit Owners" of the "Property" located at Laclede Avenue and Kingshighway Boulevard, St. Louis, Missouri known and numbered #4, #10, #14, and #20 North Kingshighway Boulevard, in accordance with the respective percentage of ownership interest in the "Common Elements" of the "Property" owned by the respective "Unit Owners", as said quoted terms are defined in the Declaration of Condominium Ownership for The A-B-C Condominium (formerly known as Aberdeen Condominium), which said Declaration is recorded in the office of the Recorder of Deeds of the City of St. Louis, Missouri, and appended to said Declaration is a copy of these By-Laws marked Exhibit C. (The words "member" or "members" as used in these By-Laws under the General Not-for-Profit Corporation Act of the State of Missouri mean and shall refer to a "Unit Owner" or the "Unit Owners", as the case may be, referred to in the Declaration and the Condominium Property Act of the State of Missouri, herein referred to as “Act".)
Section 2. The membership of each unit Owner shall be determined as provided for in the Declaration. The Association shall issue certificates evidencing membership therein.
Section 3. The annual meeting of Unit Owners shall be held at the Property at #4 North Kingshighway Boulevard, St. Louis, Missouri, or at such other place in the City of St. Louis, Missouri as may be specified in the notice of the meeting. The annual meeting of the unit owners shall be held on the first Tuesday in January of each year commencing at 7:00 p.m. or at such other date or hour specified in the written notice of such meeting. Special meetings of the Unit Owners may be called by the President or by a majority of the members of the Board of Managers, or by Unit Owners having at least one-third of the votes of the Unit Owners.
Section 4. The aggregate number of votes for all Unit Owners shall be one hundred (100), which shall be divided among the respective Unit Owners in accordance with their respective share of ownership in the Common Elements. If any Unit Owner consists of more than one person the voting rights of such Unit Owner shall not be divided and shall be exercised as if the Unit Owner consisted of only one person in accordance with the written proxy or other designation made by the persons constituting such Unit Owner and submitted to the Board of Managers on or before the date of said meeting.
Section 5. In all elections for managers each Unit Owner shall be entitled to vote on a cumulative voting basis.
Section 6. Except as otherwise provided by law a quorum of Unit Owners for any meeting shall be constituted by Unit Owners represented in person or by proxy and holding a majority of the votes of all Unit Owners. Unless a greater vote is required by the Act, Declaration or these By-Laws, the act of or approval by a majority of the Unit Owners present in person or by proxy at a meeting at which a quorum is present shall be the act of or approval by the unit Owners.
Section 7. The Association shall have the authority to borrow money to incur debts and obligations and to execute deeds of trust, notes and other evidences of such debt. Debts incurred shall be repaid by the Association through funds received from the members of the Association by assessment.
ARTICLE II: BOARD OF MANAGERS
Section 1. The Board of Managers of the Association (referred to in the Declaration and in the Act as the "Board of Managers” but referred to as the "Board of Directors" in the General Not-for-Profit Corporation Act of the State of Missouri, and sometimes referred to herein as the "Board") shall consist of five (5) persons elected by a majority vote of the Unit Owners. The Unit Owners may increase or decrease such number of persons on the Board from time to time at any annual or special meeting of the members provided that such number shall not be less than three (3). Except as otherwise provided herein, each person on the Board shall hold office for the term of two years and until his successor shall be elected and qualified.
Section 2. The Board shall consist of five (5) Unit Owners. Beginning with the annual meeting and election of the Board of Managers in January 1980, members of the Board shall serve staggered terms as follows:
The three (3) managers receiving the three largest number of votes shall serve two (2) year terms.
The two (2) managers receiving the fourth and fifth largest number of votes shall serve one (1) year terms.
Thereafter upon the end of each term of a manager, a manager shall be elected to serve for a term of two (2) years. Any manager elected as a result of an increase in the number of managers on the Board shall be elected for such term as will result, to the extent possible, in an equal number of managers being elected each year at the annual meeting of the Unit Owners. The members of the Board of Managers shall serve without compensation
Section 3. The Board shall be elected from among the Unit Owners, and each manager shall be a Unit Owner or the spouse of a Unit Owner (or, if a Unit Owner is a corporation, partnership or trust, a manager may be an officer, partner or beneficiary of such Unit Owner), and each manager shall also reside on the Property. If a manager shall cease to meet such qualification during his term, he shall immediately upon such cessation cease to be a manager and his place on the Board shall be deemed vacant.
Section 4. Any vacancy occurring in the Board, including any vacancy due to any increase in the number of persons on the Board, shall be filled by the Board. Any person elected to fill a vacancy shall be elected for the unexpired term of the manager who is being replaced.
Section 5. An annual meeting of the Board shall be held immediately following the annual meeting of Unit Owners and at the same place. Special meetings of the Board shall be held upon call by the President or by a majority of the Board on not less than forty-eight (48) hours’ notice in writing to each manager, delivered personally or by mail or telegram. If permitted by law, any manager may waive notice of a meeting or consent to the holding of meeting without notice, or consent to any action of the Board without a meeting.
Section 6. Any manager may be removed from the Board by vote of at least two-thirds of the votes of all Unit Owners.
Section 7. Managers shall receive no compensation for their services, unless expressly provided for in resolution duly adopted by the Unit Owners.
Section 8. The Board shall have the following powers and duties:
(a) to elect the officers of the Association as hereinafter provided;
(b) to administer the affairs of the Association and of the Property;
(c) to engage the services of a professional managing agent who shall manage and operate the Property for all of the Unit Owners, upon such terms and for such compensation and with such authority as the Board may approve;
(d) to formulate policies for the maintenance, management, operation, repair and replacement of the Property;
(e) to adopt and enforce administrative rules and regulations governing the maintenance, management, operation, repair and replacement of the Property, and to amend such rules and regulations from time to time;
(f) to provide for the management, operation, repair and replacement of the Property and payments therefor, and to approve payment vouchers or to delegate such approval to the officers or the managers or managing agent;
(g) to provide for the designation, hiring and removal of employees and other personnel, including accountants, and to engage or contract for the service of others and to make purchases for the maintenance, repair, replacement, administration, management and operation of the Property and to delegate any such powers to said managing agent (and any such employee or other personnel which may be the employees of said managing agent);
(h) to estimate the amount of the annual budget, and to provide the manner of assessing and collecting from the Unit Owners their respective shares of such estimated expenses, as hereinafter provided;
(i) to comply with the instruction of a majority of the Unit Owners, as expressed in a resolution duly adopted at any annual or special meeting of the Unit Owners;
(j) to exercise all other powers and duties of the Board of Managers or Unit Owners as a group referred to in the Act, and all powers and duties of a "board of directors” referred to in the General Not-for-Profit Corporation Act of the State of Missouri and all powers and duties of the Board of Managers as stated in the Declaration and these By-Laws;
(k) to enforce the Declaration and any and all restrictions governing the Property and to take any and all necessary steps to secure the enforcement and compliance of the same; and
(l) to exercise any and all other powers or acts as are authorized by the Declaration.
Section 9. Except as otherwise provided by law, a majority of the full Board of Managers shall constitute a quorum for the transaction of business, and unless a greater vote is required by the Act, Declaration or these By-Laws, the act of a majority of the managers present at a meeting at which a quorum is present shall be the act of the Board of Managers.
ARTICLE III: OFFICERS OF THE ASSOCIATION
Section 1. The principal officers of the Association shall be the President, Vice President, Secretary and Treasurer, each of whom shall be an Occupant, and each of whom shall be a member of the Board. Other officers, including, but not limited to, Assistant Vice Presidents, Assistant Secretaries and Assistant Treasurers, who shall be empowered to act in the absence or in the event of the refusal or inability to act of the respective principal officers to which they are designated assistant, with powers and duties not inconsistent with these By-Laws, may be elected by the Board from time to time. Any one individual may hold more than one office, provided, however, that no one individual simultaneously may hold the offices of President and Secretary or President and Vice President. At each annual meeting, the Board shall elect the following officers of the Association, to the extent said offices are vacant:
(a) President. The President shall be the chief executive officer of the Association. He shall act as Chairman of the meetings of the Unit Owners and of the Board. He shall have all the general powers and duties which are usually vested in the office of the chief executive officer and President of a corporation, including, but not limited to, the power to appoint committees from the membership from time to time, as in his discretion he may decide it appropriate, to assist in the conduct of the affairs of the Association. He shall execute all amendments to condominium instruments as provided in the Act and in the Declaration and these By-Laws. He shall also, in person or by delegation, mail and receive all notices required by the Declaration, these By-Laws and the published rules and regulations of the Association.
(b) Vice President. In the absence of the President or in the event of his inability or refusal to act, the Vice President shall perform the duties of the President, and when so acting shall have all the powers of and be subject to all the restrictions upon the President. The Vice President shall perform such other duties as from time to time may be assigned to him by the President or by the Board.
(c) Secretary. The Secretary shall (1) have the responsibility to keep minutes of all meetings of the Board, and the minutes of all meetings of the Unit Owners, (2) have the custody of the seal of the Association, (3) have charge of such books and papers as the Board may direct, and (4) in general perform all duties incident to the office of Secretary; provided, however, that the Secretary may delegate the performance of any duty or duties to such person or persons as the Board may approve from time to time.
(d) Treasurer. The Treasurer shall (1) be responsible for the control, accounting and bookkeeping of funds and securities of the Association, (2) keep full and accurate records of all receipts and expenditures in books belonging to the Association, (3) deposit all monies and securities in the name and for credit of the Association in such depositories as from time to time the Board may designate, (4) be an ex officio member of the Budget committee if any, and (5) in general perform all of the duties incident to the office of Treasurer; provided, however, that the Treasurer may delegate the performance of any duty or duties to such person or persons or any managing agent, as the Board may approve from time to time.
(e) Such additional officers as the Board shall see fit to elect.
Section 2. The respective officers shall have the general powers usually vested in such officers of a not-for-profit corporation; provided that the Board may delegate any specific powers to any other officer or impose such limitations or restrictions upon the powers of any officer as the Board may see fit.
Section 3. Each officer shall hold office for the term specified when elected by the Board.
Section 4. Vacancies in any office shall be filled by the Board at special meetings thereof. Any officer may be removed at any time with or without cause by the Board at a special meeting thereof.
Section 5. The officers shall receive no compensation for their services.
ARTICLE IV: BUDGET
Section 1. The Board shall cause to be prepared an estimated annual budget for each fiscal year of the Association. Such budget shall take into account the estimated Common Expenses and cash requirements for the year, including, but not by way of limitation, salaries, wages, payroll taxes, supplies, materials, parts, services, maintenance, repairs, replacements, landscaping, insurance, fuel, power and other common utilities, management fees and other Common Expenses (as distinguished from individual mortgage payments, real estate taxes and individual telephone, electricity and other individual utility expenses billed or charged to the separate Unit Owner on an individual or separate basis rather than a common basis). The annual budget shall also take into account the estimated net available cash income for the year from the operation or use of the laundry and other Common Elements. The annual budget shall provide for a reserve for contingencies for the year and a reserve for replacements, in reasonable amounts as determined by the Board. To the extent that the assessments and other cash income collected from the Unit Owners during the preceding years shall be more or less than the expenditures for such preceding years, the surplus or deficit, as the case may be, shall also be taken into account.
Section 2. The estimated annual budget for each fiscal year shall be approved by the Board, and copies thereof shall be furnished by the Board to each Unit Owner not later than 90 days after the beginning of such year. On or before the first day of the first month and of each succeeding month of the year covered by the annual budget, each unit owner shall pay, as his respective monthly assessment for the Common Expenses, one twelfth (l/12) of his proportionate share of the Common Expenses for such year as shown by the annual budget. Such proportionate share for each Unit Owner shall be in accordance with his respective share of ownership in the Common Elements as set forth in Exhibit B to the Declaration. The Board may cause to be sent to each Unit Owner on or before the first day of each month a statement of the monthly assessment of such Unit Owner for such month, but the failure to send or to receive such monthly statement shall not relieve any Unit Owner of his obligation to pay his monthly assessment on or before the first day of each month. In the event that the Board shall not approve an estimated annual budget or shall fail to determine new monthly assessments for any year, or shall be delayed in doing so, each Unit owner shall continue to pay each month the amount of his respective monthly assessment as last determined. Each Unit Owner shall pay his monthly assessment on or before the first day of each month to the managing agent or as may be otherwise directed by the Board. No Unit Owner shall be relieved of his obligation to pay his assessment for Common Expenses by abandoning or not using his Unit or the Common Elements.
Section 3. In the event of a failure by a Unit Owner to pay his share of the Common Expenses, the Board may take such actions as it deems necessary to secure payment of the same including but not limited to the assessment and collection of late charges, penalties and interest. All expenses incurred by the Association in connection with such action, including but not limited to court costs and attorney's fees, shall become the obligation of the delinquent Unit Owner.
Section 4. Within ninety (90) days after the end of each year covered by an annual budget, or as soon thereafter as shall be practicable, the Board shall cause to be furnished to each Unit Owner a financial statement for such year so ended, showing the receipts and expenditures and such other information as the Board may deem desirable.
Section 5. The Board shall cause to be kept a separate account for each Unit Owner showing the respective assessments charged to and paid by such Unit Owner, and the status of his account from time to time. Upon ten (10) days’ notice to the Board, and the payment of a reasonable fee therefor, any unit Owner shall be furnished statement of his account setting forth the amount of any unpaid assessments or other charges due and owing from such Unit Owner.
Section 6. In the event that during the course of any year, it shall appear to the Board that the monthly assessments, determined in accordance with the estimated annual budget for such year, are insufficient or inadequate to cover the estimated Common Expenses for the remainder of such year, then the Board shall prepare and approve a supplemental budget covering the estimated deficiency for the remainder of such year. Copies of such supplemental budget shall be furnished to each Unit Owner, and thereupon a supplemental assessment shall be made to each Unit Owner for his proportionate share of such supplemental budget.
Section 7. The Board shall not approve any capital expenditures in excess of Ten Thousand Dollars ($10,000.00), nor enter into any contract for more than three (3) years, without the approval of a majority of the Unit Owners.
Section 8. At the time, each Unit is first purchased from the Developer, the purchasing Unit Owner shall pay to said managing agent, or as otherwise directed by the Board, an amount equal to the first full monthly assessment for such Unit Owner, which amount shall be used and applied as an operating reserve for Common Expenses. The amounts so paid by the Unit Owners for operating reserves, together with amounts paid from time to time by Unit Owners for monthly assessments and supplemental assessments, shall be held and used and applied from time to time for the payment of Common Expenses as and when needed. All such amounts from time to time on hand and unexpended shall be deemed to be part of the Common Elements and owned by the Unit Owners in accordance with their respective share of ownership of the Common Elements.
Section 9. It shall be the duty of every Unit Owner to pay his proportionate share of the Common Expenses in the same ratio as his share of ownership in the Common Elements as set forth in the Declaration, as assessed in the manner herein provided. If any Unit Owner shall fail or refuse to make any such payment of the Common Expenses when due, the amount thereof shall constitute a lien on the interest of such Unit Owner in the Property. The Association and the Board shall have the authority to exercise and enforce any and all rights and remedies as provided for in the Act, the Declaration or these By-Law, or otherwise available at law or in equity, for the collection of all unpaid assessments.
Section 10. The Board shall cause to be kept detailed and accurate records in chronological order of the receipt and expenditures affecting the Property specifying and itemizing the Common Expenses incurred, and such records and the vouchers authorizing the payment of such Common Expenses shall be available for examination by the Unit Owners at convenient hours of the week days. Such payment vouchers may be approved in such manner as the Board may determine.
ARTICLE V: RESTRICTIONS
The use of each Unit and all Common Elements are subject to the restrictions, and each of them, as set forth in the Declaration, which run with the land and are perpetual and appurtenant to the Property, Units and Common Elements.
ARTICLE VI: AMENDMENT PROCEDURE
These By-Laws may be amended or modified from time to time by action or approval of a majority of the Unit Owners. Such amendments shall be recorded in the Office of the Recorder of Deeds of the City of St. Louis, Missouri.
ARTICLE VII: DEFINITIONS
The various terms and words used in these By-Laws shall have the same definition as set forth in the Declaration.
AS RECORDED APRIL 26, 1985