By-Laws

Article I

Name & Location & Common Seal

 Section 1.  Name  The name of this organization of Unit Owners is Drummer Farms Condominium Trust (hereinafter called the Trust).  The term “Unit Owner” as used in these by-laws refers to the person or persons owning a unit in the Drummer Farms Condominium, but shall not include a mortgagee or other encumbrancer unless in possession of the unit, or holding title thereto after foreclosure.

 Section 2.  Location  The principal office of the Trust shall be located at Drummer Road, Acton, Massachusetts.

 Section 3.  Common Seal  The Trustees hereinafter referred to may adopt a common seal.

 Section 4.  Powers The Trust shall have and may exercise all the powers contained or referred to in sub-paragraph (b), Section 10 of Chapter 183A of the General Laws of Massachusetts, as amended from time to time, any powers properly incidental thereto, and those set forth in the Trust. Such powers shall be exercised through the Trustees, officers and agents hereinafter provided for.

Article II

Meetings of the Condominium Unit Owners

 Section 1. Place  All meetings of the condominium unit owners shall be held at the principal office of the Trust or at such other place in Massachusetts as may be named in the call.
 Section 2.  Annual Meeting  The first annual meeting of unit owners of Drummer Farms Condominium Trust shall be held on  for the purpose of transacting such business as may legally come before it.  Thereafter a meeting of the Unit Owners shall be held on the second Wednesday of October in each year, if a full business day, or if not a full business day, then on the next succeeding day which is a full business day, for the purpose of electing a Trustee or Trustees to fill any vacancy then existing or occurring and for such other purposes as may be specified in the call.  If in any such year, the annual meeting is not held on said date, a special meeting may be called as herein specified and be held in lieu thereof, and any elections held or business transacted at such meeting shall have the same effect as if held or transacted at the regular date for such annual meeting.
 Section 3.  Special Meetings  Special Meetings of the Unit Owners may be called at any time by a majority of the Trustees and shall be called by the Trustees upon written application of seventy-five (75%) percent or more of the unit owners stating the time, place and purpose of the meeting.
 Section 4.  Notice  A written notice or printed notice stating the place, day and hour thereof shall be given by the Trustees at least seven (7) days before the meeting to each unit owner entitled to vote thereat by leaving such notice with him or at his residence or usual place of business or by mailing it postage prepaid addressed to him at his address as it appears upon the books of the Trust.  In the event of any form of multiple ownership, notice to or waiver by any one of the multiple owners shall be sufficient.  Notices of all meetings of unit owners shall state the purpose for which the meeting is called.
No notice of the time, place or purpose of any special meeting of the Trust shall be required if every unit owner entitled to notice thereof or his attorney thereunto authorized, by a writing which is filed with the records of the meeting, waives such notice either before or after the meeting.
 Section 5.  Quorum  At any meeting of the Unit Owners, a majority in interest, as set forth in the Trust and Master Deed, present in person or represented by proxy shall constitute a quorum for the transaction of any business.  When a quorum is present at any meeting, the affirmative vote of at least a majority in interest of the unit owners present or represented thereat shall be necessary to the decision of any question brought before the meeting unless a larger vote is required by law or by these By-Laws.  Though less than a quorum be present, any annual or special meeting without further notice may be adjourned to a subsequent date or until a quorum may be had.  At any such adjourned meeting at which a quorum shall be present, any business may be transacted which might have been transacted at the original meeting.
 Section 6.  Voting  The votes of the unit owners shall be weighted in the same proportion as their respective interests in the common areas and facilities as set forth in the Master Deed.  The votes attributable to each unit must be voted as an entirety.  Unit owners may vote either in person or by proxy in writing filed with the Trustees.  No proxy which is dated more than six (6) months before the meeting named therein shall be accepted and no such proxy shall be valid after the final adjournment of the meeting.  The votes for the Trustees and, upon demand of any unit owner, the vote upon any question before the meeting shall be by ballot.

Article III

The Trustees

 Section 1.  Regular Meetings  Regular meetings of the Trustees may be held at such time and place within Massachusetts as the Trustees may fix from time to time, and when so fixed, no notice thereof need be given.  A regular meeting of the Trustees shall be held without notice immediately after and at the same place as the annual meeting of the unit owners or the special meeting of the unit owners held in lieu thereof.
 Section 2.  Special Meetings  Special Meetings of the Trustees may be held at such times and places within Massachusetts as shall be named in the call which shall be made by the Chairman, or in case of his death, absence, incapacity, or refusal, by any Trustee.  A written, printed or telegraphic notice stating the day, place and hour thereof shall be given by the Secretary, or in cases of his death, absence, incapacity or refusal, by any other officer at least forty-eight (48) hours before such meeting to each Trustee by leaving such notice with him or at his residence or usual place of business or by mailing it postage prepaid or by prepaid telegram addressed to him at this last known address.  Any meeting of the Trustees shall be a legal meeting without notice if each Trustee, by a writing filed with the records of the meeting, waive such notice before or after the meeting.
 Section 3.  Quorum  A majority of the Trustees shall constitute a quorum.  The affirmative votes of a majority of the Trustees shall be necessary to the decision of any question.
 Section 4.  Liability Ins.  The Trustees shall maintain an all times public liability insurance in the sum of at least Five Hundred Thousand ($500.00.00) dollars for the protection of the Trust as to claims arising out of incidents thereto and for the protection of unit owners as to claims arising out of incidents occurring in the common areas and facilities or on said ways.  Such insurance shall not cover the liability of any unit owner as to claims arising out of incidents occurring within his own unit, but it shall be the duty of each unit owner to maintain public liability insurance with respect to such claims for his own protection.  The Trustees shall carry workmens (workman's) compensation insurance if required.
 Section 5.  The Trustees in their discretion may appoint and remove managers to administer the condominium, subordinates, assistants, clerks, agents and other employees, fill vacancies in their positions and prescribe their duties.
 Section 6.  Action by written consent  Any action within their powers may be taken by the Trustees without a meeting by written instrument executed by all of the Trustees of the Trust.

Article IV

Officers

The Trustees shall designate one of their number as a Chairman who shall when present preside at all meetings of the unit owners and all meetings of the Trustees.  The Trustees shall also name one of their number as Secretary whose duty it shall be to attend all meetings of the unit owners and of the Trustees and to record and keep the proceedings thereat in books provided for that purpose.  He shall notify the unit owners and Trustees of their respective meetings in accordance with these by-laws.  The Trustees shall also name one of their number to be Treasurer who shall have and exercise the powers and duties commonly incident to his office and delegated to him by the Trustees.  He shall have the care and custody of the funds and securities of the Trust which may come into his possession and under the supervision of the Trustees shall maintain accurate books of account as set forth in Article VIII of the Trust.

Article V

Fiscal Year

The fiscal year of the Trust shall be the calendar year.

Article VI

Maintenance, Repair and Replacement of Common
Areas and Facilities

The Trustees shall be responsible for the maintenance, repair and replacement of the common areas and facilities as such areas and facilities are defined in the Master Deed under which the premises are subjected to a condominium and the expenses of such maintenance, repair and replacement shall be charged to the unit owners according to their respective percentages of the undivided interest in the common areas and facilities.  Each unit owner shall be personally liable for all sums lawfully assessed in accordance with these By-Laws.  Such assessments shall constitute a lien upon his unit enforceable as set forth in Section 6 (c) of Chapter 183A of the Massachusetts General Laws as amended.  A statement from the Trust setting forth the amount of such common expense, which shall have been assessed against the unit and the expenses chargeable to the unit owner under the first paragraph of Artice XV of the Trust by a conveyance duly recorded of his unit or units to the Trust, insofar as such expenses accrue after the date of such conveyance providing the Trust accepts such conveyance by letter indicating the intent to so accept said transfer.

Article VII

Method of Assessment of Common Expenses

The Trustees shall, on January 1, in each year or as soon thereafter as is practical, determine upon the estimated cash requirements as hereinafter defined for the next ensuing calendar year.
Each unit owner shall thereupon become personally liable for such share so assessed which shall until paid constitute a lien on such unit in the manner specified in Article VI of these By-Laws.  Such estimated cash requirements shall include but shall not be limited to all estimated expenses and outlays of the Trust for such year growing out of or connected with? the ownership, maintenance, repair, replacement and operation of the common areas and facilities, including items enumerated in Section 14 of Chapter 183A charged or assessed to the Trust and water charges against the several units, insurance premiums, operating expenses, legal and accounting fees, management fees, alterations, replacements and repairs, expenses and liabilities incurred by the Trust, the cost allocable to the Trust of the maintenance, and upkeep and repair of common facilities, the cost of the maintenance, and upkeep of the exterior of buildings performed in accordance with Artice XV of the Trust, the payment of any deficit remaining from a previous period, the creation and replenishment of a reserve fund in accordance with Article XI of the Trust and expenses for other proper purposes within the Trust's powers.  If at the end of such calendar year, there is an excess, such excess shall be applied against the assessment for the next ensuing calendar year.  If at such time there shall be a deficiency, such deficiency shall be added to the assessment for the next ensuing calendar year.  The unit owners at any time at a meeting called for the purpose by a vote of seventy-five (75%) percent in interest may authorize the Trustees to make assessments in addition to the annual assesment (assessment).

Article VIII

Rules and Regulations

The Trustees by action duly taken may adopt and from time to time amend reasonable administrative rules and regulations governing the details and operations and use of the common areas and facilities and such restrictions on and requirements respecting the use and maintenance of the units and the use of the common areas and facilities as are designed to prevent unreasonable interference with the use of their respective units and of the common areas and facilities by the several unit owners.  The initial rules, regulations, restrictions and requirements are attached hereto as exhibit B.

Article IX

Repair or Reconstruction After Fire or Other Casualty

In the event of damage to or destruction of any one or more of the Buildings as a result of fire or other casualty, the Trustees shall arrange for the prompt repair, replacement, or restoration of the Building and/or the Unit or Units damaged (but not including furniture, furnishings or other personal property supplied to or installed by Unit Owners), and the Trustees shall disburse the proceeds of all insurance policies to the persons engaged in such repair or restoration in appropriate progress payments.  Any cost of such repair, restoration, or replacement in excess of the insurance proceeds shall constitute a common expense and the Trustees may assess to all the Unit Owners as common charges such deficit and the premium for any bond which may be required in connection with said repair, replacement or restoration.
If there shall have been a repair, replacement, or restoration pursuant to the first paragraph of this Article IX, and the amount of insurance proceeds shall have exceeded the cost of such repair, replacement, or restoration, then the excess of such insurance proceeds, if any, shall be added to the Condominium's reserve fund or, at the option of the Trustees, divided among all the Unit Owners in proportion to their respective common interests.
In the event of any casualty loss to the Condominium, the Trustees shall determine in their reasonable discretion whether or not such loss exceeds ten percent (10%) of the value of the Condominium prior to the casualty, and shall notify all Unit Owners of such determination.  If such loss as so determined does exceed ten percent (10%) of such value, and
1.  If seventy-five (75%) percent of the Unit Owners do not agree within 120 days after the date of casualty to proceed with repair, replacement, or restoration, the Condominium, including all Units, shall be subject to partition at the suit of any Unit Owner.   Such suit shall be subject to dismissal at any time prior to entry of an order to sell if an appropriate agreement to rebuild is filed.  The net proceeds of the partition sale together with any common funds shall be divided in proportion to the Unit Owners' respective undivided ownership in the common areas and facilities.  Upon such sale the Condominium shall be deemed removed from the provisions of Chapter 183A of the Massachusetts General Laws.
2.  If seventy-five (75%) percent of the Unit Owners agree to proceed with the necessary repair, replacement, or restoration, the cost of the rebuilding of the Condominium, in excess of any available common funds including the proceeds of any insurance, shall be a common expense, provided, however, that if such excess cost exceeds ten (10%) percent of the value of the Condominium prior to the casualty, any Unit Owner who did not so agree may apply to the Superior Court of Middlesex County on such notice to the Trust as the Court shall direct, for an order directing the purchase of his Unit by the Trustees at the fair market value thereof as approved by the Court.  The cost of any such purchase shall be a common expense.

Article X

Improvements to Common Areas and Facilities

(a)  If fifty (50%) percent or more but less than seventy-five (75%) percent in interest of the Unit Owners agree to make an improvement to the common areas and facilities, the cost of such improvement shall be borne solely by the owners so agreeing.
(b)  Seventy-five (75%) percent or more in interest of the Unit Owners may agree to make an improvement to the common areas and facilities and assess the cost thereof to all unit owners as a common expense, but if such improvement shall cost in excess of ten (10%) percent of the then value of the condominium, any unit owner not so agreeing may apply to the Superior Court, Middlesex County, on such notice to the Trust as the Court shall direct, for an order directing the purchase of his unit by the Trust at fair market value thereof as approved by the Court.  The cost of any such purchase shall be a common expense.

Article XI

Disputes

Any Unit Owner aggrieved by any decision or action of the Trust in the administration of the condominium other than as covered by Article IX and X, may within thirty (30) days of the decision or action of the Trust, appoint an arbitrator who shall be a member of the American Arbitrators Association with not less than (7) years' experience as an arbitrator.  Within ten (10) days after such appointment, the Trust shall appoint another such arbitrator, and the two so chosen shall within ten (10) days appoint thereafter a third such arbitrator.  A majority of such arbitrators shall be entitled to decide any such matter, and their decision, to be rendered within thirty (30) days of the appointment of the third arbitrator, subject to Chapter 251 of the General Laws of Massachusetts, as from time to time amended, shall be final and conclusive on all persons.

Article XII

Limitation of Liability

(a)  Except as specifically set forth in these By-Law or in Chapter 183A of the General Laws of Massachusetts, neither the Trust, the Trustees, nor any officer, agent or servant of the Trust shall have power to bind the Unit Owners personally by any act, neglect or default, and all unit owners and all persons or corporations or other entities extending credit to, contracting with, or having any claim against the Trust shall look only to the funds and property of the Trust for payment of such contract or claim or for any indemnity or for the payment of any debt, damage, judgment or decree or of any money that may otherwise become due or payable from the Trust, so that neither the Trustee nor the unit owners shall be personally liable therefor.
(b)  In every note or contract for the payment of money borrowed by, and in every material written contract of the Trust, it shall be the duty of the Trustees or other officers or agents expressly to stipulate that neither the Trustees or other officers or agents expressly to stipulate that neither the Trustees nor any officer or agent nor the unit owners shall be held to any personal liability under or by reason thereof.
(c)  The Trustees shall not be liable for errors of judgment in acquiring or holding property or conducting the business of the Trust, or for any loss arising out of any investment, or for any act or omission to act performed or omitted by them in the execution of their office in good faith.  Nor shall they be liable for the acts or omissions of each other or of any officer, agent or servant appointed by or acting for them unless such act or omission is a willful breach of trust by them.
(d)  Nothing herein shall be deemed to make the unit owners partners one of another.

Article XIII

Amendments

These By-Laws may be altered, amended or repealed at any annual or special meeting of the unit owners by the affirmative vote in each case of three-fourths (3/4) in interest of the unit owners, provided notice of the proposed alteration, amendment or repeal is given in the notice of the meeting.

Article XIV

Effect of By-Laws

These By-Laws shall be subject always to the provisions of Chapter 183A of the Massachusetts General Laws relating to condominiums, as from time to time amended, and also to the Agreement and Declaration of Trust of Drummer Farms Condominium Trust dated   as from time to time amended, and in case of any inconsistency, such law and Agreement and Declaration of Trust shall control.