Otranto Station Master Deed OCR

Berkeley County
Cynthia B. Forte
00043887 Vol: 5267 pg:
Register of Deeds
Moncks Corner 294616120
1
Instrument Number: 2005- 00043887
As
Masters Deed
Recorded On: December 30,2005
Parties: OTRANTO STATION LLC
To
OTRANTO STATION HORIZONTAL PROPERTY REGI
Recorded By: MOORE & VAN ALLEN
Billable Pages:
108
Num Of Pages:
113---
Comment:
** Examined and Charged as Follows: **
Masters Deed
Recording Charge:
118_00
118.00
RECEIVED
Dec 30,2005
ASSESSOR
BERKELEY COUNTY SC
JANET 8. JUROSKO
AUDITOR U'RK'U;Y CUlIN:rY SC
** THIS PAGE IS PART OF THE INSTRUMENT **
I hereby certify that the within and foregoing was recorded in the Clerk's Office For: Berkeley County, SC
File Information:
Document Number:
Receipt Number:
Recorded DatelTime:
Book-VoI/Pg:
Record and Return To:
2005-00043887
MOORE & VAN ALLEN
25477
ATTN: CARL ROGERS
December 30, 2005 03:42:32P 40 CALHOUN ST SUITE 300
Bk-R VI-5267 Pg-1
CHARLESTON SC 29401
Cashier I Station: S Ritter I Cash Station 3
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Cynthia B Forte - Register of Deeds
Doc
STATE OF SOUTH CAROLINA
COUNTY OF BERKELEY
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00043887
MASTER DEED OF
OTRANTO STATION
HORIZONTAL PROPERTY REGIME
ALL MEN BY THESE PRESENTS, THIS MASTER DEED
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of~dt/ , 2005 OTRANTO STATION, LLC
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by
"Declarant"), who does hereby declare as follows:
is made this
(hereinafter called the
ARTICLE I
SUBMISSION OF PROPERTY
Declarant, as the sole owner in fee simple of the land and improvements hereinafter
described, does hereby make, declare, and publish its intention and desire to submit, and does
hereby submit the lands and Buildings described herein and in the Exhibits attached hereto and
incorporated herein by reference, together with all other improvements thereon, including all
easements, rights and appurtenances thereto belonging, to the provisions of the South Carolina
Horizontal Property Act, Section 27-31-10, et seq., South Carolina Code of Laws, 1976 (the "Act"),
the provisions of which, unless expressly provided otherwise herein, are incorporated herein by
reference and form a part of this Master Deed, for the express purpose of creating and establishing
The Otranto Station Horizontal Property Regime.
ARTICLE II
DEFINITIONS
As used in this Master Deed and all Exhibits hereto, all amendments hereof and thereof
unless the context otherwise requires, the following definitions shall prevail:
2.1
Act. The South Carolina Horizontal Property Act, Title 27, Chapter 31, Code of
Laws of South Carolina, (1976), as amended, and as the Same may from time to time be amended
and which amendment(s) applies to this Condominium.
Appurtenant Interest. (a) The undivided interest in the Common Elements
2.2
appurtenant to a Unit; (b) the interest of a Co-Owner in any Unit acquired by the Association or its
designee on behalf of all Co-Owners or the proceeds of the sale or lease thereof, if any; and (c) the
interest of a Co-Owner in any other right, right of membership, claim, cause of action or asset of the
Condominium or the Association.
2.3
Articles Of Incorporation or Articles. The Articles of Incorporation of the
Association filed in the office of the South Carolina Secretary of State, as amended from time to
time in accordance with the terms thereof, the By-Laws and this Master Deed. A copy of the
initial Articles Of Incorporation is attached to this Master Deed as Exhibit "E".
CHARLESTON\197028v3
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2.4
Assessment. A Co-Owner's pro rata share of the Common Expenses, which, from
time to time, is assessed against a Co-Owner by the Association, together with any other amounts
that are assessed against a Co-Owner or its Unit.
2.5
Association. The Council of Co-Owners as defined in the Act and Otranto Station
Condominium Association, Inc., the corporate form by which the Council of Co-Owners shall
operate the Condominium.
2.6
Board of Directors or Board. The Board of Directors of the Association.
2.7
Building. A brick two story structure containing Units, comprising a part of the
Property and shown on Exhibits B and C attached hereto.
2.8
Buildings. The eight (8) brick two story structures containing a total of seventy-five
(75) Units, comprising a part of the Property and shown on Exhibits Band C attached hereto.
2.9
By-Laws.
The By-laws of the Association as they exist from time to time.
2.10 Common Elements. All of the Submitted Property, fixtures and equipment within
the Condominium excluding the Units, and specifically including both the General and Limited
Common Elements, as defined in this Master Deed and in the Act.
2.11 Common Expenses. The expenses for which the Unit Co-Owners are liable to the
Association including without limitation:
(a)
All expenses incident to the administration, maintenance, insurance, repair or
replacement of the General Common Elements, any Limited Common
Elements which are the express responsibility of the Association (if any) and
of the portions of Units which are the responsibility of the Association (if
any);
(b)
Expenses determined by the Association to be Common Expenses;
(c)
Expenses in this Master Deed and/or its Exhibits denominated as Common
Expenses;
(d)
Any other expenses declared by the Act to be Common Expenses, not
otherwise designated herein; and
( e)
Reasonable reserves established for the payment of any of the foregoing.
2.12 Common Surplus or Profits. The excess of all receipts of the Association over and
above the amount of Common Expenses and not otherwise reserved or designated for a specific use.
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2.13 Condominium. (i) All the lands and premises located or to be located within the
Property which are submitted under the Act; (ii) all improvements now or hereinafter constructed in,
upon, over or through such lands and premises; (iii) all rights, streets, roads, privileges and
appurtenances thereto belonging or appertaining; and (iv) the entire entity created by the execution
and recording of this Master Deed~
2.14 Condominium Documents. This Master Deed, the By-Laws, the Rules and
Regulations and other exhibits recorded and filed pursuant to the provisions of the Act. Any
exhibit, schedule or certification accompanying a Condominium Document and recorded or filed
simultaneously therewith shall be deemed an integral part of that Condominium Document. To the
extent permitted by law, any amendment or certification of any Condominium Document, whether
or not such amendment or certification was made in accordance with the provisions of the Act, shall
be deemed a Condominium Document.
2.15 Co-Owner or Unit Owner. The Person or Persons owning a Unit and the
appurtenant undivided interest in the Common Elements specified and established in this Master
Deed, and the heirs, executors, administrators, successors and assigns of such Person.
2.16 Council of Co-Owners. All the Co-Owners, as defined herein; but a Majority, as
defined herein, shall, except as otherwise provided, constitute a quorum for the adoption of
decisions of the Association.
2.17 Declarant. Otranto Station, LLC, its successors and assigns, whether voluntary or
involuntary, including, but not limited to, an assignee of any of the rights of the Declarant
pursuant to the Condominium Documents.
2.18
Director or Directors. A member or members ofthe Board.
2.19
Exhibits. The exhibits to this Master Deed, as they may be amended from time to
time.
2.20 General Common Elements. All elements of the Property rationally of common
use or necessary to its existence, upkeep and safety not included in a Unit or designated as a Limited
Common Element, as more particularly described in this Master Deed.
2.21 Improvement or Improvements. Any construction on or in any Land included in
the Condominium.
2.22 Land. The parcel or tract of land located in the City of Hanahan, Berkeley
County, South Carolina, described on Exhibit "A" attached hereto, together with any other
parcel(s) or tract(s) of land that may be added to the Condominium in accordance with the terms
of this Master Deed.
CHARLESTON\197028v3
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2.23 Limited Common Elements. Those Common Elements which are appurtenant to
and reserved for the use of a single Unit or a certain number of Units to the exclusion of other Units,
as more particularly described in the Condominium Documents.
2.24 Majority or Majoritv of Co-Owners or Morte:ae:ees. The owners of more than
fifty-one (51%) of the voting power in the Council of Co-Owners which shall be equal to the
percentage interest in the Common Elements shown on the Schedule of Values, Exhibit D attached
hereto and made a part hereof Any specified percentage, portion or fraction of Co-Owners, or of
mortgagees, unless otherwise stated in the Condominium Documents, means such percentage,
portion or fraction in the aggregate of such voting power.
2.25 Manager or Managing Agent. The person, firm or corporation, if any, employed
or engaged to perform management services for the Condominium and the Association.
2.26 Master Deed. This Master Deed and all Exhibits attached hereto establishing and
recording the Condominium.
2.27 Mortgagee. An individual, bank, savings and loan association, insurance company
or union pension fund authorized to do business in the United States of America, an agency of the
United States Government, a real estate or mortgage investment trust, the Declarant, any of its
affiliates and any lender, having a lien on the Property or any part or parts thereof such as one or
more Units together with its appurtenant interest in the Common Elements.
2.28
Occupant. Any person or persons occupying a Unit.
2.29 Plans. The site plan and floor plans of the Condominium certified by a licensed
engineer or architect in accordance with the provisions of the Act as amended from time to time
in accordance with the terms of this Master Deed. A copy of the initial Plans is attached to this
Master Deed as Exhibit "C".
2.30 Person. An individual, corporation, partnership, assocIatIon, trustee, limited
liability company, other entity or any combination thereof which is capable of holding an interest in
real property.
2.31 Property or Submitted Property. That property shown as contained within
Otranto Station Horizontal Property Regime, as described in the Exhibits hereto and including the
land, whether leasehold or in fee simple and whether or not submerged and the Buildings, all
improvements and all structures thereon, and all easements, rights and appurtenances belonging
thereto and subject to all easements, rights-of-way and rights of use as described herein, in the
Exhibits and/or of record.
2.32 Reserves or Common Reserves. Reasonable reserves provided for in the
Condominium Documents or agreed upon by the Association in accordance with the By-Laws,
whether held in trust or by the Association, including, but not limited to, repair, replacement or
CHARLESTON\197028v3
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addition to the Common Elements or any other real or personal property acquired or held by the
Association.
2.33 Rules and Regulations. Rules and Regulations for the use of Units and Common
Elements and for the conduct of persons within the Condominium, made and promulgated by the
Association pursuant to the By-Laws of the Association.
2.34 Trustee. The Association's Trustee, for the receipt, administration and disbursement
of funds derived from insured losses, condemnation awards, special assessments for uninsured
losses, and other like sources.
2.35 Unit or Apartment. A part of the Property intended for residential use including
one or more rooms or enclosed spaces located in a Building, with a direct exit to a public street or
highway, or to a Common Element area or areas leading to such street or highway, as more
particularly described in this Master Deed.
2.36 Utility Services or Systems. Includes, but is not limited to, electric power, gas, hot
and cold water, heating, refrigeration, air-conditioning, garbage and sewage disposal and cable
television.
ARTICLE III
PROPERTY DESCRIPTION; UNIT BOUNDARIES
3.1
Legal Description. The lands which are hereby submitted to Otranto Station
Horizontal Property Regime are located in the County of Berkeley, South Carolina, and are
described on Exhibit "A" attached hereto and incorporated herein by reference.
3.2
Building Plans. Located on the above-described parcel of land are certain
improvements, more particularly shown and delineated on the land survey and plot plan or plat
(Exhibit "B") and Building Plans (Exhibit "C") attached hereto, said Exhibits "B" and "C" being
incorporated herein by reference. Said improvements include eight (8) Buildings containing a total
of seventy-five (75) Units, Common Elements for said Units and the Pool House Building a!k/a the
Office Building. The exterior of each Building is covered with brick veneer and wood trim.
Together with this Master Deed, said Exhibits liB" and "C" constitute a graphic description of all
Units, including their identification numbers, locations, areas and dimensions, and all Common
Elements (General and Limited), their relative locations and approximate dimensions.
The different types of exterior Building elevations in the Condominium are shown on
Exhibit "C" attached hereto.
3.3
Units. The Declarant, in order to implement condominium ownership for the abovedescribed premises, covenants and agrees to, and hereby does, divide the above-described property
into the following freehold estates:
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Seventy-five (75) Units being the individual Units, together with the shares in the General
and Limited Common Elements appurtenant to each Unit, hereinbefore and hereinafter more
particularly descnbed, and as shown graphically in Exhibits liB" and "e" attached hereto. Within
reasonable construction tolerances, said Exhibits delineate the dimensions, area and location of the
Units in the Building and the Common Elements. For purposes of identification, each Unit in the
Condominium is identified by a number and letter and is delineated in the Exhibits hereto. No two
(2) Units have the same identifYing number and letter. Each of the Units consists of:
(a)
Upper and Lower (horizontal) Boundaries: The upper and lower boundaries of the
Unit shall be the following boundaries extended to an intersection with the vertical
(parametric) boundaries:
(1)
Upper Boundary: The horizontal plane of the interior bottom surface
of the wood joists of the ceiling.
(2)
Lower Boundary: The horizontal plane of the top surface of the undecorated
concrete floor slab.
(b)
Vertical (parametric) Boundaries: The vertical boundaries of the Unit shall be the
vertical plane which is the interior surface of the stud wall bounding the Unit
extended to intersections with each other and with the upper and lower boundaries.
(c)
Each Unit shall include:
(1)
All windows including the window unit and window glass;
(2)
All exterior doors including the door unit and door glass, if any;
(3)
All wallboard such as sheetrock;
(4)
All interior doors;
(5)
All interior paint and finishes, whether applied to floors, walls, ceilings,
overhead bearns, cabinets, or other woodwork and trim;
(6)
All carpet and sheet vinyl and related underlay;
(7)
All tile;
(8)
All built-in cabinets and shelves;
(9)
All exhaust fans and their ducts;
CHARLESTONI197028v3
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(d)
(10)
All interior dividing walls and partitions (including the space occupied by
such walls or partitions) except, however, load bearing walls and those
portions of interior walls and partitions enclosing the common pipe chases
and other common facilities; provided however, that the decorated interior
surfaces ofload bearing walls, and walls enclosing the common pipe chases,
floors and ceilings, consisting of, as the case may be, the physical structure
of the Unit, shall also be part ofthe Unit; and
(11)
The water heater installed in the Unit that serves only that Unit;
(12)
All Utility Systems (including pipes, wires, conduits, and ducts) fixtures,
light switches, mechanical systems, and heating and air-conditioning
systems, and equipment installed in the Unit which are intended for the sole
and exclusive use of the Unit including, but not limited to, electrical,
telephone and other wiring conduits and receptacle switches, breaker boxes
located in the wall or floor of a Unit, which serve only that Unit. Any
portion of a Utility System or other apparatus serving more than one Unit
(e.g., pipes, wires, conduits, ducts) which is partially within and partially
without the Unit, and any structural members or portions of a Building and
any fixtures or property within the Unit which are not removable without
jeopardizing the soundness, safety or usefulness of the Building in which
said Unit is located or another Unit in that Building, are part of the Limited
Common Elements appurtenant to the Units in that Building. Any portion of
a Utility System serving only one Unit which is located outside the Unit,
such as the HVAC unit serving each Unit, is a Limited Common Element
appurtenant to that Unit, the maintenance and repair of which is the
responsibility of the Unit Owner unless otherwise specified in this Master
Deed.
Each Unit contains a living room, kitchen, either two (2) or three (3) bedrooms,
either one and one-half (1 Yz) or two (2) bathrooms and storage closets, as more
particularly shown and delineated on Exhibit "C" attached hereto and made a part
hereof There are three (3) different types of floor plans in Units in the
Condominium, each of which is identified on Exhibit "C". Access to each Unit is
via Andrea Court, a public right-of-way to the General Common Element parking
lot area then across the sidewalk or other General Common Element area to the
front door of the Unit or, in the case of a Unit located on the second floor of a
Building up the stairs that are a Limited Common Element appurtenant to the Units
in that Building and then to the front door of the Unit.
The Units in the Condominium are described as follows:
Units 101, 102, 103, 104, 105 and 106 are located in the Building identified as Building One
(1). Units 101 and 102 are a 2 Bedroom Townhouse floor plan type as shown on Exhibit "c"
CHARLESTON\197028v3
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attached hereto. Units 103,104, 105 and 106 are a 2 Bedroom Flat floor plan type as shown on
Exhibit "C" attached hereto.
Units 201,202,203,204,205, 206, 207, 208 and 209 are located in the Building identified
as Building Two (2). Units 201, 204 and 205 are a 3 Bedroom Townhouse floor plan type as shown
on Exhibit "C" attached hereto. Units 202 and 203 are a 2 Bedroom Townhouse floor plan type as
shown on Exhibit "C" attached hereto. Units 206,207,208 and 209 are a 2 Bedroom Flat floor plan
type as shown on Exhibit "C" attached hereto.
Units 301, 302, 303, 304, 305, 306 and 307 are located in the Building identified as Building
Three (3). Units 301,302,303,304 and 307 are a 2 Bedroom Townhouse floor plan type as shown on
Exhibit "C" attached hereto. Units 305 and 306 are a 3 Bedroom Townhouse floor plan type as
shown on Exhibit "C" attached hereto.
Units 401,402,403,404,405,406 and 407 are located in the Building identified as Building
Four (4). Unit 401 is a 3 Bedroom Townhouse floor plan type as shown on Exhibit "C" attached
hereto. Units 402,403,404, 405, 406 and 407 are a 2 Bedroom Townhouse floor plan type as shown
on Exhibit "C" attached hereto.
Units 501,502,503,504 and 505 are located in the Building identified as Building Five (5).
Units 501,502,503 and 504 are a 2 Bedroom Flat floor plan type as shown on Exhibit "C" attached
hereto. Unit 505 is a 2 Bedroom Townhouse floor plan type as shown on Exlnbit "C" attached
hereto.
Units 601, 602, 603, 604, 605, 606, 607, 608, 609,610, 611, 612 and 613 are located in the
Building identified as Building Six (6). Unit 601 is a 3 Bedroom Townhouse floor plan type as
shown on Exhibit "C" attached hereto. Units 602, 603, 608 and 609 are a 2 Bedroom Townhouse
floor plan type as shown on Exhibit "C" attached hereto. Units 604, 605, 606, 607, 610, 611, 612
and 613 are a 2 Bedroom Flat floor plan type as shown on Exhibit "C" attached hereto.
Units 701, 702, 703, 704, 705, 706, 707, 708, 709, 710, 711, 712, 713, 714, 715 and 716 are
located in the Building identified as Building Seven (7). Units 701,708 and 709 are a 3 Bedroom
Townhouse floor plan type as shown on Exhibit "C" attached hereto. Units 702, 703, 710, 715 and
716 are a 2 Bedroom Townhouse floor plan type as shown on Exhibit "C" attached hereto. Units
704, 705, 706, 707, 711, 712, 713 and 714 are a 2 Bedroom Flat floor plan type as shown on Exhibit
"C" attached hereto.
Units 801, 802, 803, 804, 805, 806, 807, 808, 809, 810, 811 and 812 are located in the
Building identified as Building Eight (8). Units 801, 802 and 811 are a 2 Bedroom Townhouse
floor plan type as shown on Exhibit "C" attached hereto. Units 803, 804, 805,806, 807, 808, 809
and 810 are a 2 Bedroom Flat floor plan type as shown on Exhibit "C" attached hereto. Unit 812 is a
3 Bedroom Townhouse floor plan type as shown on Exhibit "C" attached hereto.
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Each 2 Bedroom Townhouse type Unit contains a total of approximately 1,052 square feet.
Each 3 Bedroom Townhouse type Unit contains a total of approximately 1,352 square feet. Each 2
Bedroom Flat type Unit contains a total of approximately 1,012 square feet.
There are no Units in the Pool House Building, which is a General Common Element.
The storage buildings located adjacent to Building Eight (8) will be tom down by the
Declarant prior to expiration of the Declarant Control Period.
3.4
Reservation of Rights By Declarant. Declarant reserves the following rights, but without
incurring any obligation to do so, which rights may be exercised by Declarant without the vote or
consent of the Association, any Co-owner, Mortgagee or purchaser of a Unit:
(a)
make alterations, additions or improvements, in, to and upon Units owned by
Declarant, whether structural or nonstructural, interior or exterior, ordinary or
extraordinary; (b) change the layout or number of rooms in any Unit owned by
Declarant; (c) change the size andlor number of Units owned by Declarant by
combining or subdividing Units (subject however to the terms of Restrictions and
Covenants applicable to the property and applicable laws); and (d) reapportion the
Unit owned by Declarant affected by any of the foregoing changes in size or number
and their proportionate interests in the Common Elements or liabilities for Common
Expenses (any reapportionments of percentage interest in the Common Elements
appurtenant to an affected Unit shall not alter the percentage interest of the Coowner of an unaffected Unit and shall be in accordanq~ with the basic values
established by this Master Deed and set forth in Exhibit "D").
Should the Declarant, in its sole discretion, decide to make any changes as set forth above,
Declarant shall execute an amendment to this Master Deed reflecting such changes and the same
shall be executed solely by the Declarant and recorded with the Register Of Deeds Office (the
"ROD") for Berkeley County, South Carolina, together with such other exhibits relating thereto as
the Declarant determines in its sole discretion to be necessary. Such amendment shall not require
the consent of the Association or a Co-Owner, Mortgagee, or purchaser of a Unit.
3.5
Reservation of Rights for Each Co-Owner. Each Co-Owner has the following
rights, but without incurring any obligation to do so, which rights may only be exercised with the
consent of the Board as provided herein or in the Condominium Documents: to make interior
alterations, additions or improvements to its Unit, including, but not limited to, changing the layout
or number of rooms in the Unit, provided such alteration or addition does not structurally weaken
any other Unit in the Building in which said Unit is located or a Limited or General Common
Element appurtenant to another Unit.
Should a Co-Owner decide to make any changes as set forth above and obtain the necessary
approval for the same, the Co-Owner and the Association shall execute an amendment to this
Master Deed reflecting such changes including, but not limited to, an amended floor plan or
CHARLESTON\197028v3
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building plan. Any such amendment shall be executed and recorded in the ROD Office for
Berkeley County, South Carolina, together with such other exhibits relating thereto as are necessary
to document the change. The Co-Owner requesting any such change shall be responsible for the cost
of preparing and recording any such amendment including any revised plans or building drawings,
unless the Association agrees otherwise.
ARTICLE IV
COMMON ELEMENTS
4.1
Ownership, Description. The ownership of each Unit shall include an undivided
share in and to the General Common Elements as defined herein and as set forth in Exhibit "D"
attached hereto and incorporated by reference herein. It is the intention of the Declarant hereby to
provide that the General Common Elements in the Condominium shall be owned by the Co-Owners
of the Units as tenants-in-common, the undivided share of each Co-Owner being as stated in Exhibit
"D" to this Master Deed. The Association shall have the power to determine the use to be made of
the Common Elements from time to time, provided that such use shall not discriminate against any
Co-Owner.
4.2
General Common Elements. A description of the General Common Elements of
the Condominium as defined herein and in the Act is as follows except any portion thereof
designated as a Limited Common Element or included within a Unit:
(a)
The parcel of land described in the Exlnbit "A", attached hereto except any
portion thereof described herein or designated on the Exhibits as a Limited
Common Element;
(b)
The swimming pool and pool deck area;
(c)
The Pool House Building a/k/a the Office Building, which currently includes an
office area, a pool equipment room and a laundry room; provided, however, the
Declarant reserves the right to change the configuration and/or use of one or all of
the rooms/areas in the Pool House Building during the Declarant Control Period;
provided, further, the Declarant reserves the right to use the office area in the Pool
House Building during the Declarant Control Period;
(d)
The parking areas and parking lots;
(e)
The playground;
(f)
All other elements of the Property rationally of common use or necessary to its
existence, upkeep, and safety, except such as is included in a Unit or is otherwise
designated as a Limited Common Element; and
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(g)
All assets of Otranto Station Condominium Association, Inc. (a non-profit
corporation organized for the purposes of carrying out the powers, duties and
obligations of the "Association" as defined in the Act).
4.3
Limited Common Elements. Portions of the Common Elements are hereby set
aside and reserved for the restricted use or benefit of certain Unit(s) to the exclusion of the other
Units, and such portions shall· be known and referred to herein as Limited Common Elements. The
Limited Common Elements restricted to the use of each Unit include:
(a)
The mail box for each Unit currently located in the mail box station; provided,
however, the mail box station structure is a General Common Element;
(b)
Any portion of an interior wall enclosing common pipe chases, air ducts, public
utility lines or any portion of a Utility System or other apparatus serving more than
one Unit (e.g. pipes, wires, conduits, ducts) is a Limited Common Element
appurtenant to the Units it serves;
(c)
Any portion of a Utility System serving only one Unit which is located outside the
Unit, such as the HVAC unit serving a Unit (which shall include the pad on which
the HVAC unit is located, and the pipes, wires, freon lines, condensing unit and air
handler included with or serving said HVAC unit);
(d)
The compartments or installation of control services such as power, light, gas, cold
and hot water, and the like serving a particular Unit, including any water, drains,
sewer or vent pipes serving a particular Unit, are a Limited Common Element
appurtenant to that Unit;
(e)
The foundation, crawl space, structural elements, floors, perimeter walks, loadbearing interior walls and petitions, roof and other portions of a Building, not
included within a Unit within said Building or otherwise designated as either a
General Common Element or a Limited Common Element reserved for the use of
less than all of the Units in a Building, shall be a Limited Common Element
.
appurtenant to the Units in that Building;
(t)
The exterior stairs in each Building are a Limited Common Element appurtenant to
the Units in that Building;
(g)
Any exterior light fixtures which are controlled by a switch within a Unit shall be a
Limited Common Element appurtenant to that Unit;
(h)
The attic area above a Unit in a Building shall be a Limited Common Element
appurtenant to such Unit;
(i)
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(i)
The window screen(s) on the window(s) of a Unit shall be a Limited Common
Element appurtenant to that Unit;
(j)
The door knobs for all exterior doors providing entry to a Unit and any doorbell or
door knocker to that Unit shall be a Limited Common Element appurtenant to that
Unit; and
(k)
The concrete slab, deck area or other area identified as LCE on Exhibit "B" to this
Master Deed that located at the rear of the first floor of a Unit is a Limited Common
Element appurtenant to that Unit.
Maintenance Responsibilities. Notwithstanding the ownership of the various
4.4
portions of the Common Elements and the Units by virtue of the foregoing boundary descriptions,
the provisions of Article VIII shall govern the division of maintenance and repair responsibilities
between the Co-Owners and the Association.
ARTICLE V
EASEMENTS
In addition to any easements created by statute, all Units shall be subject to the following
easements in favor of the Declarant, the Co-Owners, the Association and/or any other person
authorized by the Association, as the case may be:
5.1
Utilities. Easements throughout the Common Elements and the Units for ducts,
plumbing, and for the purposes of installation, maintenance, repair, and replacement of any heating
or air conditioning systems, cable or other television systems, sewer, water, gas, electricity, power
and telephone pipes, lines, mains, conduits, wires, poles, transformers and any and all other
equipment or machinery necessary or incidental to the proper functioning of any Utility System or
. the furnishing of such services to the Units and the General Common Elements.
5.2
Support and Quiet Enjoyment. An easement for lateral and subjacent support
from every portion of a Unit which contributes to the support of a Building and every other Unit and
Common Element and as such may be necessary for the quiet enjoyment of a Unit.
5.3
General Repairs. Easements through the Units and General Common Elements for
maintenance, repair and replacement of the Condominium and any property which is the
responsibility of the Association or Co-Owner to maintain or repair (if any). In case of emergency,
such entry shall be immediate whether or not the Co-Owner is present at the time.
5.4.
Encroachment. In the event that any portion of the Common Elements now or
hereafter encroaches upon any Unit, or vice versa, or in the event that any portion of any Unit now
or hereafter encroaches upon another Unit, a valid easement for the encroachment and for the
maintenance of the same, so long as it stands, does and shall exist. In the event a Unit, Building or
other improvement is partially or totally destroyed and the reconstruction thereof shall create an
CHARLESTON\197028v3
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encroachment on portions of the Common Elements or on any Unit, there shall exist a valid
easement for such encroachment and the maintenance thereof
5.5.
Actual location controls. In interpreting any and all provisions of this Master
Deed, the Exhibits attached hereto, and subsequent deeds and mortgages to individual Units, the
actual location of the Unit shall be deemed conclusively to be the property intended to be conveyed,
reserved or encumbered notwithstanding any minor deviations, either horizontally or vertically,
from the proposed locations as indicated on the Exhibits attached hereto. To the extent that such
minor variations in location do or shall exist, a valid easement therefore, and for
the maintenance thereof, does and shall exist.
5.6
Access; Emergency. The Association shall have the irrevocable easement, right,
and license, to be exercised by its duly authorized officers or agents, to enter or have access to
each Unit and any Common Element from time to time during reasonable hours as may be
necessary for the maintenance, repair or replacement of any of the Common Elements therein or
accessible therefrom for which the Association is responsible or to otherwise perform their
duties; and at any time without prior notice for making emergency repairs therein necessary to
prevent damage to the Common Elements or to another Unit or Units or to otherwise perform
their emergency duties, regardless of whether or not the Co-Owner or Occupant of the Unit is
present.
Air Rights. The Co-Owner of each Unit shall have an easement for the use of
5.7
the air space occupied by said Unit as it exists, subject however to the terms of this Master Deed
and the other Condominium Documents.
No view easement. No view easements, express or implied, are granted for the
5.8
benefit of any Unit. By accepting the deed for a Unit, the Co-Owner acknowledges and agrees
that there are no view easements, express or implied, with respect to the Unit.
Additional easements. The Association shall have the right to grant and reserve
5.9
easements and rights-of-way through, under, over and across the Property for construction
purposes, and for the installation, maintenance, operation and inspection of the lines and
appurtenances for public or private water, sewer, drainage, gas, electricity, telephone and other
utilities; provided, however, no such easement shall deprive a Co-Owner of the quiet enjoyment
of its Unit and use of its appurtenant Common Elements. However, no easement shall be granted
by the Association if as a result thereof the Building or other improvements in the Condominium
would be structurally weakened or the security of any Mortgagee of record would be adversely
affected without its written consent.
The Association, all present and future Co-Owners and Occupants, the Declarant and
their respective successors, assigns, designees, invitees, licensees and guests are hereby granted a
perpetual easement over, through and across and a license to use the areas of the General
Common Elements in the manner for which such is ordinarily intended and are further granted a
pedestrian easement over, through and across the General Common Elements upon such paths
CHARLESTON\197028v3
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and ways as are suitable for pedestrian traffic and a license to use the same, subject however to
the tenns of this Master Deed and the Exhibits thereto.
The Property submitted to a condominium hereby is subject to all conditions, limitations,
restrictions, reservations and all other matters of record, the rights of the United States of
America, the State of South Carolina, the County of Berkeley, the City of Hanahan, and any
governmental authority or agency including any taxes, applicable zoning ordinances which now
exist or are hereafter adopted and easements for ingress and egress, for pedestrian and vehicular
purposes and for utility services and drains which now exist or are hereafter granted.
ARTICLE VI
CONDOMINIUM, ADMINISTRATION
6.1
Administration of the Condominium. The Condominium shall be administered,
supervised and managed by a Council of Co-Owners organized as a South Carolina non-profit
corporation known as Otranto Station Condominium Association, Inc. ("the Association"), which
shall act by and on behalf of the Co-Owners of the Units in the Condominium in accordance with
this Master Deed, the Charter and By-Laws of the Association (to be initially organized
substantially in the fonn attached hereto as Exhibits "E" and "F", respectively) and in accordance
with the Act, as amended. The Charter and By-Laws fonn an integral part of the plan of ownership
herein described, and, as amended from time to time, shall govern the conduct and affairs of the CoOwners of the Condominium as well as the members of the Association, and shall be construed in
conjunction with the provisions of this Master Deed. Pursuant to the Act, the Association is hereby
designated as the fonn of administration of the Condominium, and is hereby vested with the rights,
powers, privileges and duties necessary or incidental to the proper administration of the
Condominium, the same being more particularly set forth in the Charter and By-Laws of the
Association.
6.2
Undivided Share in Condominium. The basic value of each Unit and the total
value of all the property of the Condominium for the sole and exclusive purpose of detennining the
property rights and obligations of the Co-Owners is set forth in Exhibit "D" attached hereto. The
basic value of each Unit or percentage (share) in the Common Elements set forth in Exhibit "D"
shall also be the percentage appertaining to the several Units (and their Co-Owners) in the Common
Expenses and rights in the Common Surplus (if any) except as otherwise stated in the Master Deed,
and said percentage shall constitute the proportionate representation appertaining to each Unit for
voting purposes in the Association.
6.3
Units and Undivided Shares Inseparable. The Common Elements, both General
and Limited, shall remain undivided and shall not be the object of an action for partition or division
of the Co-Ownership; any transfer, conveyance or encumbrance of an individual Unit shall be
deemed to also transfer, conveyor encumber the undivided interest of the Co-Owner in the
Common Elements appurtenant to the Unit without specifically or particularly referring to same,
and together with easements in favor of the Unit or to which the Unit or an appurtenant Limited
Common Element is subject. Any attempt to divide a Unit by separating title thereto from the
CHARLESTON\197028v3
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undivided interest in the Common Elements and Common Surplus (if any) shall be void. The
Declarant, its successors and assigns and its grantees, their heirs, successors and assigns, further
covenant and agree that any conveyance, transfer or alienation of any Unit shall conclusively be
deemed to include all of the interest of the Co-Owner in the Association, and any encumbrance
upon any Unit shall also be conclusively deemed to attach to aU of the interest of the Co-Owner of
said Unit in the Condominium.
Membership in Association. The Co-Owner of a Unit shall automatically, upon
6.4
becoming the Co-Owner of a Unit, be a member of the Association, and shall remain a member of
the Association until such time as his, her or its ownership ceases for any reason, at which time, his,
her or its membership in the Association shall automatically cease. Other than as an incident to a
lawful transfer of the title to a Unit, neither membership in the Association nor any share in the
assets of the Association may be assigned, hypothecated or transferred, and any such attempted
transfer shall be null and void, except as an appurtenance to the Co-Owner's Unit.
6.S
Rules and Regulations, Liability. Reasonable rules and regulations concerning the
use of the property of the Condominium may be made and amended from time to time by the
Association in the manner provided in its By-Laws. The initial Rules and Regulations of the
Condominium have been adopted by the Association and have been provided to the initial CoOwner of each Unit prior to Closing. Notwithstanding the duty of the Association to maintain and
repair certain parts of the Property i.e., the General Common Elements, the Association shall not be
liable to Co-Owners for injury or damage, other than the cost of maintenance and repair, caused by
any latent condition of the Property to be maintained and repaired by the Association, or caused by
the elements or other Co-Owners or persons. The Association and/or its Board of Directors shall
have the right to impose reasonable fines for the violation of any such Rule or Regulation in the
manner provided in the By-Laws.
6.6
Assessments. Each Co-Owner is bound to contribute and shall be assessed by the
Association pro rata according to the percentage of his, her or its share in the Common Elements as
set forth in Exhibit "D" to this Master Deed and the provisions of the other Condominium
Documents toward the expenses of administration and of maintenance, insurance, repair,
replacement, preservation and improvement of the Common Elements in such amounts as shall
from time to time be fixed and assessed by the Association in accordance with the Condominium
Documents, and toward any other expenses that may be lawfully agreed upon, all as is more
particularly provided in the By-Laws, as amended from time to time. No Co-Owner may exempt
itself from contributing toward such expenses by waiver of the use or enjoyment of the Common
Elements of the Association or by abandonment of the Unit owned by such Co-Owner. Said
assessments shall commence as of the date of closing of the sale of the first Unit in the
Condominium by the Declarant.
ARTICLE VII
RESTRICTIVE AND PROTECTIVE COVENANTS, AGREEMENTS
To further implement this plan of condominium ownership, to make the ownership and sale
CHARLESTON\197028v3
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of Units in the Condominium feasible, to preserve the character of the Condominium and to make
possible the fulfillment of the purpose of this Master Deed, the Declarant, its successors and assigns,
by reason of this Master Deed, and all future Co-Owners of Units in the Condominium by their
acquisition of title thereto, covenant and agree as follows:
No partial conveyance. Each Unit shall, for all purposes, constitute a separate
7.1
parcel of real property which may be owned in fee simple and which may be leased, conveyed,
devised, inherited, transferred or encumbered along with its appurtenant percentage in the Common
Elements, in the same manner as any other parcel of real property, independently of all other Units,
subject only to the provisions of this Master Deed, the Charter and By-Laws of the Association, the
Act, and any applicable State or Federal securities laws. No part of any Unit or any Common
Element shall be leased, conveyed, devised, inherited, transferred or encumbered apart from the
whole of said Unit and its corresponding percentage in the Common Elements. Each Unit may only
be utilized for residential and incidental home office use including rental thereof, but subject to the
terms of the Condominium Documents and applicable laws.
Improper use of Unit prohibited. No unlawful use shall be made of a Unit nor any
7.2
part thereof, and all valid laws, zoning ordinances and regulations of all governmental bodies
having jurisdiction thereof shall be observed. The responsibility of meeting the requirements of
governmental bodies which require maintenance, modification or repair of such Unit shall be the
same as the responsibility for the maintenance and repair of the Unit concerned. Additionally, no
use shall be made of a Unit which would violate the terms of this Master Deed or its Exhibits.
73
Use of Common Elements. Each Co-Owner, tenant, occupant, or guest of a Unit
may use the Common Elements in accordance with the purposes for which they are intended,
without hindering or encroaching upon the lawful rights of the other Co-Owners, their guests,
tenants or occupants.
Right of access. The Association shall have the irrevocable right, to be exercised by
7.4
its duly authorized officers or agents, to have access to each Unit and any Common Element from
time to time during reasonable hours as may be necessary for the maintenance, repair or
replacement of any of the Common Elements therein or accessible therefrom for which the
Association is responsible; and at any time for making emergency repairs therein necessary to
prevent damage to the Common Elements or to another Unit or Units.
Architectural Control. To preserve the original architectural appearance of the
7.5
Condominium, no exterior construction of any nature whatsoever except as specified in the
Condominium Documents shall be commenced or maintained upon a Building, Unit and/or any
Common Element without the prior written consent of the Board of Directors. All such additions as
are herein specified shall be architecturally compatible with the existing improvements. No
improvements may be constructed or any equipment permanently placed in the General Common
Elements or a Limited Common Element area appurtenant to a Unit without the prior written
consent of the Board of Directors other than any interior improvements to a Unit in accordance with
Section 3.5 hereof. No Co-Owner shall paint, decorate or change the color of any exterior surface,
CHARLESTON\197028v3
16
door, railing, roof of a Building, or other Common Element nor shall any Co-Owner change the
design or color of the exterior of its Unit or any lighting fixture or mailbox nor shall any Co-Owner
install, erect or attach to any part of the exterior of its Unit any sign of any kind whatsoever, without
obtaining the approval of the Board of Directors. Additionally, no exterior addition or change, may
be made unless and until plans and specifications showing the nature, kind, shape, height, material,
color and location of the same shall have been submitted.to and approved in writing as to harmony
of exterior design, color and location in relation to the surrounding improvements by the Board of
Directors. Failure of the Board of Directors to approve or disapprove such plans and specifications
in writing within ninety (90) days after their being submitted in writing shall automatically
constitute their disapproval. It shall be each Co-Owners responsibility to obtain the necessary
governmental and other approvals for any such construction, including, but not limited to, Berkeley
County and its agencies.
ARTICLE VIII
MAINTENANCE, UPKEEP AND REPAIRS
Responsibility for the maintenance of the Property of the Condominium shall be as
follows:
8.1
By the Association. The Association shall maintain, repair and replace at the
Association's expense, the following portions of the Property in a manner consistent with other
comparable residential condominium developments in the greater Charleston, South Carolina
area:
(a)
All General Common Elements (unless in the opinion of not less than a majority
of the Board of Directors such expense was necessitated by the negligence, misuse or wrongful
acts of a Co-Owner or the Occupants of its Unit or their respective employees, agents,
contractors, licensees or invitees, in which case the expense thereof shall be paid by the CoOwner);
(b)
Except as otherwise provided in this Master Deed, all Limited Common Elements
that serve more than one Unit (unless in the opinion of not less than a majority of the Board of
Directors such expense was necessitated by the negligence, misuse or wrongful acts of a
Co-Owner or the Occupants of its Unit or their respective employees, agents, contractors,
licensees or invitees, in which case the expense thereof shall be paid by the Co-Owner);
(c)
Any portion of a Utility System or other apparatus serving more than one Unit
(e.g., pipes, wires, conduits, ducts);
(d)
Periodic painting or staining of the exterior and interior surface of the entry door
to each Unit; and
(e)
All damage caused to a Unit by the gross negligence, misuse or wrongful acts of
the Association shall be promptly repaired at the expense of the Association.
CHARLESTON\197028v3
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Notwithstanding the duty of the Association to maintain and repair certain parts of the
Property i.e., the General Common Elements and certain portions of the Limited Common
Elements and/or Units, the Association shall not be liable to Co-Owners for injury or damage,
other than the cost of maintenance and repair, caused by any latent condition of the Property to
be maintained and repaired by the Association, or caused by the elements or other Co-Owners or
persons.
8.2
By Each Co-Owner. Each Co-Owner shall maintain, repair and replace, at its
expense, the following portions of the Property in a manner consistent with a "class A"
residential condominium development in the greater Charleston, South Carolina area:
(a)
maintain in good, clean and sanitary condition all portions ofthe Co-Owner's Unit
other than those portions to be maintained, repaired and replaced by the Association (if any),
including, but not limited to, the following where applicable:
(1)
All windows in a Unit including the interior surfaces that are a part of the
Unit and the remaining portion of the window, window unit and exterior
the window glass that are a Limited Common Element to that Unit;
(2)
All entry doors to a Unit including the interior surfaces that are a part of
the Unit and the remaining portion of the entry door, door unit and exterior
door glass (if any) that are a Limited Common Element to that Unit except
the periodic painting or staining of their exterior and interior surface;
(3)
All wallboard such as sheetrock;
(4)
All interior doors;
(5)
All interior paint and finishes, whether applied to floors, walls, ceilings,
overhead beams, cabinets, or other woodwork and trim;
(6)
All carpet, wood flooring, tile and sheet vinyl and related underlayment (if
any);
(7)
All built-in cabinets and shelves;
(8)
All lighting fixtures located in the Unit, all lighting fixtures located in a
Limited Common Element area appurtenant to a Unit and all light fixtures
that are a Limited Common Element to that Unit;
CHARLESTON\197028v3
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(9)
The HVAC unit a/k/a heat pump or other similar unit providing heat
and/or air conditioning to the Unit including, but not limited to, freon
lines, condensation lines and electrical lines serving the BVAC unit;
(10)
All window and door screens;
(11)
Any portion of any other Utility System that is located outside of a Unit
that serves only that Unit;
(12)
All exhaust fans and their ducts; hot water heater; dishwasher; refrigerator;
disposal; trash compactor; and all other appliances whether or not such
items are built-in equipment;
(13)
interior fixtures and drains;
(14)
interior electric fixtures, panels, lines, outlets, circuits and wmng
(including, but not limited to, any aluminum wiring located in the Unit or
any Limited Common Element serving only that Unit); and
(15)
All other Limited Common Elements that serve only that Unit.
Nothing contained in this Article shall negate the obligation of any insurer to
provide coverage for any insured loss as specified by this Master Deed.
8.3
Covenants of each Co-Owner. Each Co-Owner hereby covenants and agrees:
(a)
Not to paint, stain or otherwise decorate or change the appearance of any portion
ofthe exterior ofthe Building or a Unit including the exterior of an entry door to a Unit.
(b)
To maintain in a neat, clean and orderly fashion any Limited Common Elements
appurtenant to such Co-Owner's Unit as described in this Master Deed that are not otherwise
maintained by the Association.
(c)
Not to make or cause to be made any structural addition or alteration to its Unit or
to the Common Elements or any partes) thereof except as expressly permitted by the terms of this
Master Deed. Additions or alterations within a Unit may not be made without the prior written
consent of the Board of Directors in accordance with the terms of the Master Deed unless
otherwise expressly permitted by the terms of this Master Deed. Upon approval of such addition
or alteration, the Board of Directors shall have the right to require approval of any contractor
and/or subcontractor employed by such Co-Owner for such purpose. Said parties shall comply
with all Rules and Regulations adopted by the Board of Directors. Further, such Co-Owners
shall be liable for all damages to any other Unites), Common Elements (s) or the Property caused
by the Co-Owner's contractor, sub- contractor or employee whether such damage is caused by
negligence, accident or otherwise.
CHARLESTON\197028v3
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(d)
To not display any signs, advertisements or notices of any type on the Common
Elements, Units or the Building, or to erect any exterior satellite dish, antennae or aerials, except
as consented to by the Board of Directors.
(e)
To allow the Board of Directors or their representative, agent or employee to enter
into Unit for the purpose of maintenance, inspection, repair or replacement or improvement
within the Unit and/or Common Elements; to determine in the case of emergency, circumstances
threatening the Unit and/or Common Elements; or to determine compliance with the provisions
of the Master Deed, the By-Laws, a Rule or Regulation of the Association or any of the other
Condominium Documents.
(f)
To promptly report to the Association any defect or need for repairs for which the
Association is responsible.
(g)
To be responsible for all damage to any other Unit or to the Common Elements
resulting from its failure or negligence to perform any obligations required herein.
(h)
Not to fertilize, cut, trim or otherwise disturb any landscaping located in the
General Common Elements, or plant any additional plant, tree or other item in the General
Common Elements, or make any addition or alteration to the landscaping located in the General
Common Elements.
8.4
Use Of Common Elements; Emergency Acts.
(a)
Except for the Limited Common Elements to be maintained by a Co-Owner or
less than all of the Co-Owners, the maintenance and operation of the General Common Elements
and Limited Common Elements shall be the responsibility of the Association and. a Common
Expense; provided, however, that in case of emergency and in. order to preserve the Property or
for the safety of the occupants, a Co-Owner may assume the responsibility therefor, and he or
she shall be relieved of liability for such emergency acts performed in good faith and reimbursed
for his or her expense by the Association when approved by its Board of Directors.
(b)
The Association shall have the power to determine the use to be made of the
Common Elements from time to time, provided that no such use shall discriminate against a
Co-Owner. The Association may establish reasonable charges to be paid to the Association for
the use of Common Elements not otherwise inconsistent with other provisions of the Master
Deed, the Articles or the other Condominium Documents, such as the short term rental of its
office (if any) and/or storage space or any portion thereof.
CHARLESTON\197028v3
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ARTICLE IX
AMENDMENT OF MASTER DEED
The Declarant reserves the right to make any changes in the Master Deed as may be
required by law or any title insurance company or any lending institution including the Federal
National Mortgage Association or to correct any typographical errors, provided that such changes
do not increase an owner's share of the Common Expenses or change the share in the Common
Elements appurtenant to any Unit.
This Master Deed may be amended upon the affirmative vote of the Co-Owners constituting
sixty-seven percent (67%) of the Common Elements; provided however, any amendment of a
"material" provision must be approved by the Mortgagees who hold first mortgage liens on at least
fifty-one percent (51 %) of the Units. For purposes hereof, a change in any of the following
provisions shall be considered "material":
( a)
Voting rights;
(b)
Increases in assessments that raise the previous fiscal year's assessed amount by
more than 25%, assessment liens, or the priority of assessment liens;
(c)
Responsibility for maintenance and repairs;
(d)
Reallocation of interests in the General or Limited Common Elements, or rights to
their use;
( e)
Redefinition of any Unit boundaries;
(f)
Convertability of Units into Common Elements or vice versa;
(g)
Expansion or contraction of the Condominium, or the addition, annexation, or
withdrawal of property to or from the Condominium;
(h)
Hazard or fidelity insurance requirements;
(i)
Imposition of any restrictions on the leasing of a Unit;
(j)
Imposition of any restrictions on a Co-Owner's right to sell or transfer his or her
Unit;
(k)
Restoration or repair of the Condominium (after damage or partial condemnation) in
a manner other than that specified in the Condominium Documents; or
(1)
Any provisions of the Condominium Documents that expressly benefit mortgage
holders, insurers, or guarantors.
CHARLESTONI197028v3
21
Provided further, however, that this Master Deed may not be canceled nor any amendment be made
hereto having as its effect a tennination of the Condominium (other than substantial restriction or
condemnation of the property) without the written agreement of all the Co-Owners in the
Condominium and at least sixty-seven percent (67%) of the Mortgagees holding first mortgages of
record upon the .Condominium or any portion thereof, as provided in the Act; however, if a
Mortgagee fails to submit a response to any written proposal for an amendment to this Master Deed
or any of the Condominium Documents within thirty (30) days after it receives proper notice of the
proposed amendment by certified or registered mail, return receipt requested, such amendment shall
be deemed to be approved by the Mortgagee. Provided, further, that no. amendment to this Master
Deed may change the configuration of or approve the construction of any improvement or
placement of any item of personal property in a General Common Element without the approval of
the Co-Owners owning at least sixty-seven percent (67%) of the Common Elements nor shall any
amendment to this Master Deed change the Common Elements appurtenant to a Unit without the
approval of the Co-Owners of that Unit.
Notwithstanding anything to the contrary contained herein, the system of administration as
set forth in the Charter and By-Laws may be amended and modified from time to time in
accordance with the provisions of the Act and any other applicable provisions of the statutory laws
of South Carolina, the Charter and By-Laws of the Association. The procedure for effecting an
amendment to this Master Deed shall be that as provided for amendment of the By-Laws, hereto
attached, except that the approval required shall be sixty-seven percent (67%) of the basic value of
the Units in the Condominium unless a different percentage is provided for in this Master Deed or
the Exhibits, and in addition thereto, the consent of each lien holder of record on any Unit in the
Condominium, as of the date of adoption of any such amendment, if such lien holder is required to
consent, shall be subscribed to said amendment with the same fonnalities required in South
Carolina for the making and executing of deeds, unless the Mortgagee failed to respond within the
thirty (30) day period as described in the preceding paragraph.
No amendments to the Master Deed or other Condominium Documents shall diminish or
impair the rights of the Declarant under the Condominium Documents without the prior written
consent of the Declarant. No amendment may modify this Article or the rights of any person
hereunder. Except as specifically provided in the Condominium Documents, no provision of the
Condominium Documents shall be construed to grant to any Co-Owner, or to any other person, any
priority over any rights of mortgagees.
All amendments hereto shall be recorded and certified as required by the Act. Except as
otherwise expressly stated herein no amendment(s) shall change any Unit or the proportionate share
of the Common Expenses or Common Sutplus attributable to each Unit, nor the voting rights of any
Unit, unless all Co-Owners of the Condominium and all mortgagees holding any mortgages or other
liens upon the Property or any part(s) thereof shall join in the execution of such amendment. No
amendment shall be passed which shall impair or prejudice rights and/or priorities of any mortgagee
or change the provisions of any mortgage or change the provisions of this Master Deed with respect
to mortgagees without the written approval of all mortgagees of record.
CHARLESTON\197028v3
22
ARTICLE X
DECLARANT CONTROL PERIOD
Notwithstanding anything to the contrary herein, until the Declarant has completed and
closed the initial sale of all of the Units in the Condominium, neither the Co-owners nor the
Association shall interfere with the sale of the Units. The Declarant may make such reasonable use
of the unsold Units and Common Elements as may facilitate such completion and the sale of such
Units, including, but not limited to, maintenance of a sales and/or management office, use of one or
more Units as a model, the showing of the Property and the display of signs, subject however to the
terms of this Master Deed and the Exhibits hereto. During such time as there are any unsold Units
in the Condominium, the Declarant shall have the same rights and duties as to each Unit owned by
it as a Co-owner of a sold Unit.
Furthermore, Declarant reserves to itself a special membership in the Association for the
period beginning on the date of incorporation of the Association and ending on the earlier of either:
(a) one (1) day after the closing date on which one hundred percent (100%) ofthe Units are sold by
Declarant; or (b) five (5) years after the date of the closing for the sale of the first Unit in the
Condominium ("Declarant Control Period"). During the Declarant Control Period, Declarant shall
have the right to elect all members of the Board of Directors of the Association, and the approval of
Declarant will be required as a condition to amendment of this Master Deed, the Charter and ByLaws of the Association, and to the merger, consolidation or dissolution of the Association.
ARTICLE XI
CONDITIONS OF TITLE
The present title to the Property hereby subdivided by the Declarant and the title to each
Unit which shall be hereafter conveyed or acquired in any manner, is hereby expressly declared and
made subject to the terms and provisions of this Master Deed and its Exhibits. The acquisition of
title to a Unit shall be conclusively deemed to mean that the grantee approves, adopts and ratifies
the provisions of this Master Deed and all Exhibits thereto including, but not limited to, the ByLaws and Rules and Regulations of the Association as amended from time to time, and will comply
therewith. The covenants, agreements, and restrictions set forth herein shall be appurtenant to each
Unit, shall run with the land, and shall be binding upon the Declarant, its successors and assigns,
and upon all persons whomsoever (including corporate and/or business entities) claiming by,
through or under the Declarant, its successors and assigns.
ARTICLE XII
INSURANCE
12.1
Authority to Purchase; Notice.
(a)
Except as otherwise provided in Section 12.5 herein, all insurance policies
relating to the Property shall be purchased by the Board of Directors. The Board, the managing
agent and the Declarant shall not be liable for failure to obtain any coverages required by this
CHARLESTON\197028v3
23
Article or for any loss or damage resulting from such failure if such failure is due to the
unavailability of such coverages from reputable insurance companies, or if such coverages are so
available only at a demonstrably unreasonable cost. The Board shall promptly furnish to CoOwner of each Unit written notice of the procurement of, subsequent changes in, or termination
of, insurance coverages obtained on behalf ofthe Association.
(b)
Each such policy shall provide (to the extent commercially available for a
reasonable premium) that:
(1)
The insurer waives any right to claim by way of subrogation against the
Association, the Board of Directors, the Managing Agent or the CoOwners, and their respective agent, employees, guests and, in the case of a
Co-Owner, the family members of its household;
(2)
Such policy shall not be canceled, invalidated or suspended due to the
conduct of any Co-Owner (including his invitees, agents and employees),
any Director or any officer or employee of the Board of Directors or the
Managing Agent, without a prior demand in writing that the Board or the
Managing Agent cure the defect and neither shall have so cured such
defect within thirty (30) days after such demand; and
(3)
Such policy may not be canceled or substantially modified (including
cancellation for nonpayment of premium) without at least thirty (30) days
prior written notice to the Board of Directors, the Managing Agent and all
Mortgagees of record.
(c)
The Declarant, so long as Declarant shall own any Unit, shall be protected by all
such policies as a Co-Owner; provided, however, the coverage provided to the Declarant under
the insurance policies obtained in compliance with this Article XII ~hall not be deemed to protect
or to be for the benefit of any contractor engaged by the Declarant. '
(d)
All policies of insurance shall be written by reputable companies approved by the
Board of Directors.
(e)
The deductible on any insurance policy purchased by the Board of Directors shall
be a Common Expense except as otherwise provided otherwise in this Article.
(f)
The Board shall be responsible for conducting an insurance review at least every
three (3) years to determine if the policies in force are adequate to meet the needs of the
Association and satisfy the requirements of the Maser Deed. Such responsibility may be
performed, and shall be deemed to be reasonably performed, by requesting the Association's
insurance agent to verify that the insurance policies in existence meets the needs of the
Association and satisfies the requirements of the Master Deed.
CHARLESTON\197028v3
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12.2 Hazard Insurance.
(a)
The Association will obtain, maintain and pay the premiums, as a Common
Expense, upon a "master" or "blanket" type policy or policies of property insurance covering the
interest of the Association, the Board of Directors and all Co-Owners and their Mortgagees, as
their interests may appear, covering the entire Property including, but not limited to, the Units
and all of their interior walls, boundary walls, wall coverings, carpet or other floor covering,
together with all air-conditioning and heating equipment and other service machinery contained
therein or deemed to be Limited Common Elements appurtenant to a Unit except: (i) land,
foundation, excavation, or other items normally excluded from coverage; (ii) all improvements
or betterments made to Units after the date of this Master Deed by Co-Owners or Occupants at
their expense that are not expressly added to the Association's coverage pursuant to subsection
(e) herein; (iii) furniture, equipment, furnishings and other personal property of Co-Owners and
lessees of Co-Owners, their families, clients, customers, invitees and guests. Such coverage will
also insure supplies, equipment and other personal property of the Association. The master
insurance policy will afford, at a minimum, protection against loss or damage by fire and other
perils normally covered by standard extended coverage endorsements; and all other perils which
are customarily covered with respect to condominium properties similar in construction, location
and use, including all perils normally covered by a standard "all risk" endorsement, where such
is available. The policy will be in an amount equal to one hundred (100%) percent ofthe current
replacement cost of the Property, exclusive of land, foundations, excavation, and other items
normally excluded from coverage. A "deductible amount" may be included at the discretion of
the Board of Directors, but the deductible amount will be considered a Common Expense and
borne by the Association and reserves will be established therefor; provided, however, if less
than all of the Units are damaged by a particular casualty or loss, the Co-Owners of the Units
directly affected by the casualty or loss shall be responsible for payment of the deductible
amount based on the applicable prorata percentage of the covered damage to each Unit bears to
the totarcovered damage to all of the Units from the casualty or loss; provided, further, if such
casualty or loss was caused or necessitated by the negligence, misuse or wrongful acts of a
Co-Owner or the Occupants of its Unit or their respective employees, agents, contractors,
licensees or invitees, then that Co-Owner or Co-Owners shall be responsible for the cost of the
damage or loss; provided, further, if such casualty or loss was caused or necessitated by the
negligence, misuse or wrongful acts of a Co-Owner or the Occupants of its Unit or their
respective employees, agents, contractors, licensees or invitees and such casualty or loss is at
least partially covered by insurance maintained by the Association, then that Co-Owner or CoOwners shall be responsible for the deductible thereof and any excess costs above and beyond
the amount covered by the Association's insurance proceeds in connection therewith.
(b)
The name of the insured under the master policy will be substantially as follows:
"Otranto Station Condominium Association, Inc. for the use and benefit of the Co-Owners of
Units in the Otranto Station Horizontal Property Regime." Loss payable provisions will be in
favor of the Board and the Trustee, as a trustee for each Co-Owner, and each such Co-Owner's
Mortgagee as the interests of such parties may appear. Each Co-Owner and his respective
Mortgagee, if any, will be beneficiaries of the policy in a percentage equal to the Percentage
Interest attributable to the Unit owned by such Co-Owner. All policies will contain a standard
CHARLESTON\197028v3
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mortgagee clause, or equivalent endorsement (without contribution), which is commonly
accepted by institutional mortgage investors in the area in which the Property is located, and
which appropriately names all Mortgagees or their servicer in such form as requested by such
Mortgagees or their servicer.
(c)
All policies will be written with a company holding a general policyholder rating
of "A" or better by Best's Insurance Reports and in a financial category of Class VI or better in
Best's Key Rating Guide. Policies are unacceptable where (i) under the terms of the insurance
carrier's charter, by-laws or policy, contributions or assessments may be made against the
Association, Co-Owners, Mortgagees or the designees of Mortgagees; (ii) by the terms of the
carrier's charter, by-laws or policy, loss payments are contingent upon action by the carrier's
board of directors, policy holders or members; or (iii) the policy includes any limiting clause
(other than insurance provisions) which could prevent Mortgagees or Co-Owners from collecting
insurance proceeds. Policies may not be cancelable or substantially modified by any party
without at least thirty (30) days prior written notice to the Association, the Managing Agent and
each Mortgagee which is listed as a scheduled holder of a first Mortgage in the insurance policy.
Policies should also contain a "special condominium endorsement" or its equivalent which
provides for the following: recognition of any insurance trust agreement; a waiver of the rights
of subrogation against Co-Owners individually; the insurance is not prejudiced by any act or
negligence of individual Co-Owners which is not under the control of the Association or such
Co-Owners collectively; and the policy is primary in the event the Co-Owner has other insurance
covering the same loss.
(d)
The Association will provide copies of all policies to Co-Owners and/or
Mortgagees requesting the same for a charge not to exceed reasonable copying costs.
(e)
Each Co-Owner will be required to notify the Association of all improvements or
betterments made after the date of this Master Deed to its Unit, the value of which exceeds
$10,000.00. If any improvements or betterments are made to a Unit after the date of this Master
Deed, it shall be the responsibility of the Unit's· Co-Owner to request in writing that the
applicable improvements or betterments be added to the hazard insurance coverage maintained
by the Association. The Association shall then submit such request to the Association's
insurance agent. As a condition of requesting the addition of any such coverage, the Unit's CoOwner shall be responsible for providing any additional information and/or documentation
requested by the insurer or the insurance agent in connection therewith. Any such additional
improvements or betterments will not be added to the Association's insurance coverage unless
and until the coverage is approved in writing by the insurer. Notwithstanding the fact that all
insurance premiums are considered to a Common Expense, if the new insurance coverage for
any such improvements or betterments made to a Unit after the date of this Master Deed
increases any of the Association's insurance premiums, then the Unit's Co-Owner shall be
responsible for the additional premium or incremental increase in the Association's premium(s).
(f)
Each Co-Owner may obtain additional insurance at its own expense; provided,
however, that no Co-Owner will be entitled to exercise his right to maintain insurance coverage
CHARLESTON\197028v3
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in such a way as to decrease the amount which the Association, on behalf of all of the CoOwners and their Mortgagees, may realize under any insurance policy which the Association
may have in force on the Property at any particular time. Any diminution in insurance proceeds
otherwise payable under the Association's policies that results from the existence of any CoOwner's policy will be chargeable to the Co-Owner who acquired such other insurance. Any
Co-Owner who obtains an individual insurance policy covering any portion of the Property,
other than the personal property belonging to such Co-Owner, will file a copy of such policy
with the Association within thirty (30) days after purchasing such insurance. Each Co-Owner, at
his own expense, may obtain on his Unit or the contents thereof, title insurance, homeowner's
liability insurance, theft and other insurance covering improvements, betterment and personal
property damaged and lost. In addition, any improvements made by a Co-Owner within his Unit
may be separately insured by the Co-Owner under an "improvements insurance" policy or rider;
provided, however, if an Association's policy provides such "improvements insurance," any
diminution in the Association's insurance proceeds resulting from the existence of an CoOwner's "improvements insurance" will be chargeable to such Co-Owner.
12.3 Flood Insurance.
If the Land is in a flood zone and to the extent required by
applicable law, the Association will obtain, maintain and pay the premiums, as a Common
Expense, upon a "master" or ''blanket'' type policy or policies of flood insurance for the Property
covering the interest ofthe Association, the Board of Directors and all Co-Owners and their
Mortgagees, as their interests may appear, upon the same terms and conditions as are applicable
to hazard insurance on the Property, as more particularly described in this Article XII (to the
extent flood insurance is reasonably available on such terms). Additionally, the Board may elect
to purchase flood insurance on the Property to the extent that it determines it to be necessary.
12.4 Liability Insurance. The Association will obtain, maintain and pay the
premiums, as a Common Expense, upon a policy of comprehensive general liability insurance
coverage covering at a minimum all of the Common Area. Coverage limits will be in amounts
generally required by private institutional mortgage holders for property similar in construction,
location and use to the Property; provided, however, that such coverage will be for at least
$1,000,000 for bodily injury, including death of persons, and property damage arising out of a
single occurrence. Coverage under this policy will include, without limitation, legal liability of
the insured for property damage, bodily injury and death of persons in connection with the
operation, maintenance and use of the Common Area and legal liability arising out oflaw suits
related to employment contracts in which the Association is a party. If the policy does not
include "severability of interest" in its terms, an endorsement will be included which precludes
the insurer's denial of the claims of an Co-Owner because of the negligent acts of the
Association or another Co-Owner. Such policy must provide that it cannot be canceled or
substantially modified, by any party, without at least thirty (30) days prior written notice to the
Association and each Mortgagee listed as a scheduled holder of a first Mortgage in the insurance
policy.
12.5
(a)
Fidelity Bonds and Other Insurance.
The Association will obtain, maintain and pay the premiums, as a Common
CHARLESTON\197028v3
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Expense, upon a blanket fidelity bond for all officers, directors, trustees and employees of
the Association and all other persons handling or responsible for funds belonging to or
administered by the Association, including any professional management company assisting with
the administration of the Condominium. The total amount of the fidelity bond coverage required
will be based upon the best business judgment of the Board of Directors and will not be less than
the estimated maximum funds, including reserve funds,. in the custody of the Association or a
professional management company, as the case may be, at any given time during the term of
each bond; provided, however, that in no event will the aggregate amount of such bonds be less
than a sum equal to 2/12ths of the total Annual Assessments plus reserve funds. Fidelity bonds
will meet the following requirements: the Association will be named as the insured; the bonds
will contain waivers of all defenses based upon the exclusion of persons serving without
compensation from the definition of "employees" or similar terms or expressions; and the bond
will provide that it may not be canceled or substantially modified (including cancellation for
nonpayment of a premium) without at least thirty (30) days prior written notice to the
Association and each Mortgagee listed as a scheduled holder of a first Mortgage in the fidelity
bond.
(b)
The Association will obtain, maintain and pay the premiums, as a Common
Expense, on a policy of directors and officers liability insurance in such amounts as reasonably
determined by the Board of Directors.
(c)
The Board of Directors is authorized on behalf of the Association to obtain and
maintain such other and further insurance as a majority of the Board of Directors may determine
from time to time, including, but not limited to, worker's compensation insurance if and to the
extent necessary to meet the requirements of law (including a voluntary employees endorsement
and an "all states " endorsement).
12.6 Authoritv to Adjust Loss. The exclusive authority to negotiate, settle and
otherwise deal in all respects with insurers and adjust all losses under policies provided for in
this Article will be vested in the Board of Directors or its duly authorized Trustee, as its agent,
for the benefit of all Co-Owners and Mortgagees; provided, however, that all Co-Owners and
Mortgagees having an interest in such loss will be advised in advance of all actions anticipated to
be taken of a material nature related to the adjustment of the loss. Each Co-Owner, in accepting
a deed to a Unit, expressly appoints the Directors, and each of them, his due and lawful
attorneys-in-fact, with full power of substitution, to act on behalf of the Co-Owner as fully as the
Co-Owner could act in person on all matters related to the authority granted in this Section 12.6,
including executing all documents required in connection therewith on behalf of the Co-Owner.
12.7 Insurance Trustee.
(a)
All physical damage insurance policies purchased by the Board of Directors shall
be for the benefit of the Association, the Co-Owners, their Mortgagees and the Declarant, as their
interests may appear, and shall provide that all proceeds of such policies shall be paid in trust to
the Board as "Insurance Trustee" to be applied pursuant to the terms of the Master Deed and
CHARLESTON\197028v3
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By-Laws; provided, however, the Board of Directors shall have the authority to designate an
independent Trustee to act in its place as Insurance Trustee.
(b) The sole duty of the Insurance Trustee shall be to receive such proceeds as are paid
to it and to hold the same in trust for the purposes elsewhere stated in this Master Deed and the
By-Laws, for the benefit of the insured and their beneficiaries.
12.8 Insurance Proceeds. Insurance proceeds shall be held in trust for the purposes
elsewhere stated herein by the Insurance Trustee for the benefit of the Co-Owners and their
Mortgagees, in the following shares:
(a)
Proceeds on account of damage to Common Elements shall consist of an
undivided share for each Co-Owner, such share being the same as the undivided share of such
Co-Owner in the Common Elements appurtenant to his, her or its Unit specified in Exhibit "D"
of the Master Deed.
(b)
Proceeds on account of damage to Units shall be held for the Co-Owners thereof
in proportion to the cost of repairing the damage suffered by each Co-Owner, which costs shall
be detennined by the Association. In the event a decision is made not to reconstruct the Units, as
provided hereinafter and in the Act, such proceeds shall be held for such Co-Owners in the
proportion in which they own the Common Elements as specified in Exhibit "D" to the Master
Deed.
(c)
In the event a Mortgagee endorsement has been issued as to a Unit, the share of
the Co-Owner of said Unit shall be held in trust for the Mortgagee and the Co-Owner as their
interests may appear; provided, however, that no Mortgagee shall have any right to determine or
participate in the detennination as to whether or not any damaged property shall be reconstructed
or repaired.
(d) Proceeds of insurance policies received by the Insurance Trustee shall be distributed
to or for the benefit of the beneficial owners in the following manner:
(1)
All expenses of the Insurance Trustee shall be paid or provisions made for
payment.
(2)
If the damaged property for which the proceeds are paid is to be repaired
or reconstructed, the remaining proceeds shall be paid to defray the costs
thereof as elsewhere provided. Any proceeds remaining after defraying
such costs shall be distributed to the beneficial owners, remittances to
Co-Owners and their Mortgagees being payable jointly to them. This is a
covenant for the benefit of any Mortgagee of a Unit and may be enforced
by such Mortgagee.
CHARLESTON\197028v3
29
(3)
If it is determined in a manner elsewhere provided that the damage for
which the proceeds are paid shall not be reconstructed or repaired, the
remaining proceeds shall be distributed to the beneficial owners,
remittances to Co-Owners and their Mortgagees being payable jointly to
them. This is a covenant for the benefit of any Mortgagee of a Unit and
may be enforced by such Mortgagee.
(e)
In making a distribution to Co-Owners and their Mortgagees, the Board and
Insurance Trustee shall be entitled to rely upon the names of the Co-owners, their respective
shares of the distribution and the name of their Mortgagees as set forth in the Association's
records.
12.9 Separate Assessment For Insurance. Notwithstanding the fact that all insurance
premiums shall be considered as a Common Expense, the Board Of Directors shall have the right
to assess, bill and collect the insurance premiums due from the Co-Owners separately if, in the
judgment of the Board, it is more prudent to assess, bill and collect any such insurance costs
separately from the other expenses otherwise included in the Assessments.
ARTICLE XIII
RECONSTRUCTION AND REPAIR AFTER A CASUALTY
13.1 Casualty Damage (2/3 Or Less Of Property Value). In the event of fire or other
disaster or casualty resulting in damage to the Buildings or Common Elements of the
Condominium which the Board of Directors shall determine to be two-thirds (2/3) or less of the
then total value of the property of the Condominium (excluding land), the net proceeds of all
insurance collected shall be made available for the purpose of restoration or replacement. When
such insurance proceeds are insufficient to cover the cost of such reconstruction or replacement,
the balance of such costs may be obtained from the appropriate reserve for replacement funds
and/or shall be deemed a Common Expense and assessed against the Co-Owners in the case of
damage to Common Elements, and against the Co-Owners who own the damaged Units in the
case of damage to Units. Such assessments on account of damage to Common Elements shall be
in proportion to the Co-Owner's share in the Common Elements as specified in Exhibit "0" to
the Master Deed. Assessments against Co-Owners for damage to Units shall be in proportion to
the costs of reconstruction and repair of their respective Units.
13.2 Casualty Damage (Greater Than 2/3 Of Property Value). In the event a
Buildings and improvements of the Condominium are damaged or destroyed to an extent which
is more than two-thirds (2/3) of the then total value of the property of the Condominium
(excluding land) as determined by the Board of Directors, the Co-Owners shall be polled in
writing via United States Mail by the Association as to whether the Condominium shall be
terminated or the damaged property reconstructed and repaired. The Condominium shall be
terminated unless within sixty (60) days after the mailing of such notices, the Co-Owners
CHARLESTON\197028v3
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collectively owning at least seventy-five percent (75%) of the Common Elements of the
Condominium, as well as all of the record Mortgagees, agree in writing to repair and reconstruct
the Buildings and improvements in the Condominium. If the election is to reconstruct or replace,
payment of the costs thereof shall be made as provided for in Section 13.1 of this Article. If the
decision is to terminate the Condominium and not to reconstruct and· replace, all sums recovered
from insurance shall be paid over to the Co-Owners in the proportion in which they own the
Common Elements as specified in Exhibit "D" to the Master Deed and to their respective
Mortgagees, as their interests may appear.
13.3 Casualty Damage To Units Only. If the damage is only to those parts of a Unit
for which the responsibility of maintenance and repair is that of the individual Co-Owner, then
the Co-Owner shall be responsible for reconstruction and repair after casualty. In all other
instances, the responsibility of reconstruction and repair after casualty shall be that of the
Association; provided, however, if the responsibility of reconstruction and repair after casualty is
that of the Association, but the negligence or misuse of a Co-Owner is the cause of such casualty
and such casualty falls within insurance coverage obtained by Association, such Co-Owner shall
pay the deductible amount thereunder.
13.4 Restoration Estimates. Immediately after a casualty causing damage to property
for which the Association has the responsibility of maintenance and repair, the Association shall
obtain reliable and detailed estimates of the cost to rebuild or repair so as to place the damaged
property in as good a condition as the damaged property was in before the casualty.
13.5 Reconstruction Or Repair. Any reconstruction or repair must be substantially in
accordance with the plans and specifications for the original improvements which are shown on
or referenced in the Master Deed and the Exhibits thereto, or if not, then according to such other
plans and specifications approved by the Board of Directors of the Association; provided,
however, that such other action may be taken only if approved by a majority of the Mortgagees
of Units; and if the damaged property is less than all of the Buildings, also by the Co-Owners of
the damaged Units in the Buildings. The approvals herein required shall not be unreasonably
withheld or delayed.
13.6 Disbursement of Construction Funds. The funds for payment of costs of
reconstruction and repair after casualty, which funds shall consist of proceeds of insurance
and/or funds collected by the Association from assessments against Co-Owners, shall be
disbursed in payment of such costs in the following manner:
If the amount of the estimated cost of reconstruction and repair which is the
(a)
responsibility of the Association is equal to or less than $100,000.00 then the reconstruction fund
shall be disbursed in payment of such costs upon the order of the Board of Directors; provided,
however, that upon request of twenty percent (20%) of the Mortgagees which are beneficiaries of
an insurance policy, the proceeds of which are included in the reconstruction fund, such fund
CHARLESTON\197028v3
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shall be disbursed in the manner hereafter provided for the reconstruction and repair of major
damage.
(b) If the amount of the estimated cost of reconstruction and repair which is the
responsibility of the Association is more than $100,000.00 then the reconstruction fund shall be
disbursed in payment of such costs in the manner required by the Board of Directors and upon
approval of an architect qualified to practice in South Carolina and employed by the Association
to supervise the work.
(c)
The portion of insurance proceeds representing damage for which the
responsibility of reconstruction and repair lies with a Co-Owner shall be paid to the Co-Owner,
or if there is a Mortgagee endorsement as to such Unit, then to the Co-Owner and the Mortgagee
jointly, who may use such proceeds as they may determine.
It shall be presumed that the first monies disbursed in payment of costs of
(d)
reconstruction and repair shall be from insurance proceeds. If there is a balance in the
reconstruction fund after payment of all costs of reconstruction and repair for which the fund is
established, such balance shall be distributed to the beneficial owners of the fund in the manner
elsewhere stated; except, however, that the part of a distribution of a beneficial Co-Owner which
is not in excess of assessments paid by such Co-Owner into the construction fund shall not be
made payable to any Mortgagee.
(e)
Notwithstanding the provisions herein, the Board may delegate its authorities and
responsibilities hereunder to an independent Insurance Trustee, who shall not be required to
determine whether or not sums paid by Co-Owners upon assessments shall be deposited by the
Association with the Insurance Trustee, nor to determine whether a disbursement is to be made
from the reconstruction fund nor to determine the payee nor the amount to be paid. Instead, the
Insurance Trustee may rely upon a certificate of the Association made by its President and
Secretary as to any or all of such matters and stating that the sums to be paid are due and
properly payable and stating the name or names of the payee and the amount to be paid; provided
that when a Mortgagee is herein required to be named as payee, the Insurance Trustee shall also
name the Mortgagee as payee of any distribution of insurance proceeds to a Co-Owner; and
further provided that when the Association or Mortgagee which is the beneficiary of an insurance
policy, the proceeds of which are included in the reconstruction fund, so requires, the approval of
an architect named by the Association shall be first obtained by the Association prior to
disbursement in payment of costs of reconstruction and repair.
(f)
If the Board of Directors elects not to repair any substantial damage to the
Common Elements, the Board of Directors shall remove all remains of the damaged
improvements and restore the site thereof to an acceptable condition compatible with the
remainder of the Condominium and the balance of any insurance proceeds received on account
of such damage shall be distributed among all Co-Owners in proportion to their respective
Common Element interests. If the Condominium shall be terminated pursuant to the Act, the net
CHARLESTON\197028v3
32
assets of the Condominium together with the net proceeds of insurance policies, if any, shall be
divided among all Co-Owners in proportion to their respective Common Element interests as
stated in Exhibit "D" to the Master Deed, after first paying out of the share of each Co-Owner, to
the extent sufficient therefor, the amount of any unpaid liens on its Unit in the order of priority of
such liens; provided, however, the amount necessary to pay any unpaid liens on a Unit may only
be deducted from the share of such net proceeds belonging to the Co-Owner of that Unit and not
from the share of any other Co-Owner.
ARTICLE XIV
RIGHTS OF LENDERS
Notwithstanding any other provision hereof, any insurer, guarantor, or Mortgagee of record
shall upon no less than ten (10) days prior written request to the Association:
Be permitted to inspect the books and records of the Association during normal
14.1
business hours;
14.2
Receive a copy of any audit performed by or for the Association and all proposed
and adopted budgets and any proposed action that requires the consent of a majority of the
mortgages of record; and
14.3 Receive written notice of all meetings of the Association and be permitted to
designate a representative to attend and observe all such meetings.
As a condition of any of the foregoing, such written request must include the requesting
party's name and address and the Unit or address of the Unit on which it holds (or insures or
guarantees) the mortgage.
ARTICLE XIV
LEASES
15.1 Leases. In the event a Unit in the Condominium is leased, the Co-Owner shall provide
the Association with the name(s) of the tenant and a true copy of the applicable signed lease for the
Unit. A lease for a Unit in the Condominium must contain a provision whereby the tenant agrees to
comply with the terms of the Condominium Documents, as the same may be amended from time to
time. Any tenant of a Unit in the Condominium shall be provided with a copy of the Rules and
Regulations of the Association, a copy of which shall be attached to the lease and incorporated
therein. There shall be no daily or weekly rental of a Unit.
ARTICLE XVI
TIMESHARING
"Time Sharing", "Vacation Sharing" or similar plans or schemes of interval ownership of a
Unit, including any type of Vacation Time Sharing Plan as defined by the 1976 Code of Laws for
CHARLESTON\197028v3
33
the State of South Carolina, as amended, Sub-section 27-31-10 et seq., are prohibited. In addition
and not as any limitation thereof, "time sharing" or "vacation sharing" means and shall include
ownership of either: (a) an "interval estate" meaning a combination of (i) an estate for years in a
Unit, during the term of which title to the Unit rotates among the time share owners thereof, vesting
in each of them in turn for periods established by a fixed recorded schedule, with the series thus
established recurring until the term expires, coupled with (ii) a vested undivided fee simple interest
in the remainder in that Unit, the magnitude of that interest having been established by the
declaration or deed creating the interval estate; or (b) a "time-span estate, " meaning a combination
of (i) an undivided interest in a present estate in a fee simple in a Unit, the magnitude ofthat interest
having been established by the declaration or by the deed conveying the time-span estate, coupled
with (ii) the exclusive right to possession and occupancy of that Unit during a regularly recurring
period designated by that deed or by a recorded document referred to therein. Nothing herein shall
prohibit rental or ownership of a Unit by a corporation, limited liability company, partnership,
limited partnership or similar entity.
ARTICLE XVII
WARRANTIES; DISCLAIMER
17.1 No Warranty; Assignment of Warranties. Other than any express representations
and warranties contained in the contract for the initial sale for a Unit between the Declarant and
the initial Co-Owner, the Declarant does not provide or issue any other representation or
warranty as to the condition of the Property or the construction or condition of the
Improvements. Each Co-Owner of a Unit, by accepting a deed for the Unit, expressly
acknowledges and agrees that the foregoing establishes the sole liability of the Declarant to each
Co-Owner and to the Association related to defects in the Property including, but not limited to,
the Units and Common Elements. All warranties, if any, running in favor of the Declarant in
connection with the construction or installation of any repair or improvement to a Unit, Common
Element, the Building or any other portion of the Property (as the case may be) and lor the
installation of material, equipment and appliances therein, shall be assigned by the Declarant
(without any representation or warranty as to its authority to assign any such warranties or the
validity thereof) to the respective Co-Owner(s) or the Association, as appropriate, based upon
which party is responsible for the maintenance, repair or replacement of the particular
component of the Property.
17.2
Disclaimer. THE DECLARANT SPECIFICALLY DISCLAIMS ANY
INTENTION TO HAVE MADE ANY EXPRESS OR IMPLIED WARRANTY(IES) OR
REPRESENTATION(S) IN CONNECTION WITH THE SUBMITTED PROPERTY OR
ANY PORTION THEREOF (INCLUDING ANY WARRANTIES AS TO
MERCHANTABILITY OR FITNESS FOR USE OR FITNESS FOR A PARTICULAR
PURPOSE) OR THE DOCUMENTS ESTABLISHING OR GOVERNING THE
CONDOMINIUM, EXCEPT THOSE WARRANTIES AND REPRESENTATIONS
EXPLICITLY SET FORTH IN THIS MASTER DEED OR THE OTHER
CONDOMINIUM DOCUMENTS (IF ANY). NO PERSON SHALL BE ENTITLED TO
CHARLESTON\197028v3
34
RELY UPON ANY WARRANTY OR REPRESENTATION NOT EXPLICITLY SET
FORTH THEREIN. STATEMENTS (IF ANY) AS TO COMMON EXPENSES, TAXES,
ASSESSMENTS OR OTHER CHARGES MADE BY THE DECLARANT OR ANY
REPRESENTATIVE THEREOF ARE ESTIMATES ONLY AND NO WARRANTY,
GUARANTEE OR REPRESENTATION IS MADE THAT THE ACTUAL AMOUNT OF
SUCH COMMON EXPENSES, ASSESSMENTS OR OTHER CHARGES WILL
CONFORM WITH SUCH ESTIMATES.
Prior to the entering into the contract for the initial sale of each Unit, the Declarant has
provided each initial Co-Owner with a copy of the following documents, a copy of which is on
file in the records of the Association:
(a)
the July 13, 2005 written report from J. Richard Alsop, Jr., of Charette Architects,
PLLC, an independent registered architect, containing: (i) a description of the
present condition of the General Common Elements of the Regime and a good
faith estimate of the remaining useful life of each item reported on (which shall
not constitute a warranty); and (ii) a list of any known notices of uncured
violations of building codes or other governmental regulations and the estimated
cost of curing such violation, if any; and (iii) the agreement between the City of
Hanahan and the Declarant regarding?
(b)
Disclosure By Seller Of Information On Lead-Based Paint And Lead-Based
Hazards For Residential Dwellings Built Prior To 1978;
(c)
the Residential Property Condition Disclosure Statement required by SC Code
Section 27, Chapter 40, Article 1;
(d)
the Phase I Environmental Report on the Regime prepared by Professional
Service Industries; and
(e)
the Lead Based Paint Inspection Survey on the Regime prepared by General
Engineering.
Prior to the entering into the contract for the initial sale of each Unit, the Declarant has
also disclosed that although some of the aluminum wiring in the circuits serving the Regime has
been replaced, there is still aluminum wiring in some of the circuits in a Unit or serving a Unit. It
is the responsibility of the Co-Owner of each Unit to ensure that these circuits are periodically
inspected and proper!y maintained.
The Declarant shall not be responsible for any condition caused by condensation on or
expansion or contraction of materials, including paint (over interior or exterior walls), for loss or
injury in any way due to the elements, the water tightness (or absence thereof) of windows and
doors, the collection of water within a Unit, Building or on any portion of the Property or defects
which are the result of characteristics common to the type of materials used, or for damage due
CHARLESTON\197028v3
35
to ordinary wear and tear or abusive use or any other cause, except as the Declarant and a CoOwner may specifically agree in writing. The enforcement of any guaranty or warranty from any
contractor, sub-contractor, supplier or manufacturer shall be the obligation of the Association
and its members and not the Declarant.
ARTICLE XVIII
WAIVER OF JURY TRIAL
BY ACCEPTANCE OF A DEED TO ANY UNIT OR OTHER PROPERTY
HEREUNDER CO.. OWNER(S) HEREBY KNOWINGLY, VOLUNTARILY AND
INTENTIONALLY HEREBY AGREE, THAT:
(i) NEITHER CO-OWNER NOR ANY ASSIGNEE, SUCCESSOR, HEIR,
OR LEGAL REPRESENTATIVE OF CO-OWNER OR DECLARANT, SHALL
SEEK A JURY TRIAL IN ANY LAWSUIT, PROCEEDING, OR ANY OTHER
LITIGATION PROCEDURE ARISING FROM OR BASED UPON THE
MATTERS SET FORTH HEREUNDER, OR TO THE DEALINGS OR
RELATIONSHIP BETWEEN OR AMONG THE DECLARANT, ITS AGENTS,
CONTRACTORS, SUBCONTRACTORS, ARCHITECTS, ENGINEERS AND
THE CO-OWNERS;
(ii) NEITHER ANY CO-OWNER NOR DECLARANT WILL SEEK TO
CONSOLIDATE ANY SUCH ACTION IN WHICH A JURY TRIAL HAS BEEN
WAIVED WITH ANY OTHER ACTION IN WHICH A JURY TRIAL HAS NOT
BEEN OR CANNOT BE WAIVED;
(iii) NEITHER ANY CO-OWNER NOR DECLARANT HAS IN ANY WAY
AGREED WITH OR REPRESENTED TO ANY OTHER PARTY THAT THE
PROVISIONS OF THIS ARTICLE WILL NOT BE FULLY ENFORCED IN ALL
INSTANCES; AND
(iv) THE PROVISIONS CONTAINED IN THIS ARTICLE ARE A
MATERIAL INDUCEMENT FOR DECLARANT TO MAKE THE
DECLARATIONS SET FORTH HEREIN.
ARTICLE XIX
TERMINATION
This Condominium may be voluntarily terminated at any time upon the terms and
conditions and in the same manner set forth and descnbed in the Act; provided, however
notwithstanding anything to the contrary in the Act as to termination in the event of destruction, the
Condominium may not be terminated unless and until all Co-Owners and all mortgagees of record
of all Units agree thereto and said mortgagees agree in writing to accept such termination and to
accept as security the undivided portion ofthe Submitted Property owned by the debtors of each. In
CHARLESTON\197028v3
36
the event of such termination, all Co-Owners shall become tenants in common of the real property
and improvements constituting the Unit and Common Elements. The ownership of each Co-Owner
upon termination as tenants in common shall be the same percentage as his percentage ownership in
the Common Elements at that time.
ARTICLE XX
MISCELLANEOUS
20.1 Severability. It is the intention of the Declarant that the provisions of this Master
Deed and its Exhibits are severable so that if any provision, condition, covenant or restriction
thereof shall be invalid or void under any applicable federal, state or local law, the remainder shall
be unaffected thereby. In the event that any provision, condition, covenant or restriction thereof is,
at the time of the recording of this Master Deed, void, voidable or unenforceable as being contrary
to any applicable federal, state or local law, the Declarant, its successors and assigns, and all persons
claiming by, through, or under the Declarant, covenants and agrees that any future amendments or
supplements to the said laws having the effect of removing said invalidity, voidability or
unenforceability, shall be deemed to apply retroactively to this Master Deed thereby operating to
validate the provisions of this Master Deed and the Exhibits thereto which otherwise might be
invalid; and it is further covenanted and agreed that any such amendments and supplements to the
said laws shall have the effect herein declared as fully as if they had been in effect at the time of the
execution of this Master Deed.
20.2 Captions. Captions or titles in this Master Deed and the Exhibits attached hereto are
inserted as a matter of convenience and for reference only, and in no way define, limit, extend or
describe the scope of this Master Deed or Exhibit or the intent of any provision hereof
20.3 No Obligations. Nothing contained in the Condominium Documents shall be deemed
to impose upon the Declarant or its successors or assigns any obligation of any nature to build,
renovate or provide any improvements except to the extent required by the Act.
20.4 Provisions of Master Deed. Notwithstanding the fact that the present provisions of
the Act are incorporated by reference and included thereby, the provisions of this Master Deed and
the Exlnbits hereto shall be paramount to the Act as to those provisions where variances are
permitted; otherwise, the provisions of the ,Act shall prevail and shall be deemed incorporated
herein.
In the event of a direct conflict between any provision of this Master Deed and any
provision of the By-laws attached to this Master Deed as Exhibit "F", the By-laws shall control.
20.5 Compliance with Act. All remedies for non-compliance provided in the Act shall
be in full force and effect. In addition thereto, should the Association find it necessary to bring an
action to bring about compliance with any provision of law, the Act, this Master Deed and/or the
Exhibits attached hereto, upon a finding by the Court that the violation claimed was willful or
CHARLESTON\197028v3
37
deliberate, the Co-Owner so violating shall reimburse the Association for reasonable attorneys' fees
incurred in prosecuting such action.
20.6 Mortgagee Priority. Where a mortgagee by some circumstance fails to be a first
mortgagee, it should nevertheless for the purpose. of the Master Deed and the Exhibits hereto be
deemed to be a first mortgagee of record.
20.7 Inspection of Records. The Association shall make available to Co-Owners and
lenders, and to holders, insurers or guarantors of any first mortgage, for inspection during normal
business hours or under other reasonable circumstances, current copies of the Master Deed, ByLaws, or the Rules and Regulations concerning the Property and the books, records and other
financial statements of the Association. Any holder of a first mortgage is entitled, upon written
request, to a financial statement for the immediately preceding fiscal year.
20.8 Ad Valorem Taxes. Each Co-Owner shall pay all ad valorem taxes and other taxes
assessed against its Unit and shall file any tax returns required in connection therewith. No CoOwner shall have a right to contribution or a right of adjustment against any other Co-Owner
becaUse the value of its Unit as fixed by any taxing authority may differ from that stated herein. For
the purposes of taxation, the interest of the Co-Owner of a Unit in its Unit and Common Elements
appurtenant thereto shall be considered a Unit. The value of said Unit as compared to the value of
the Condominium shall be equal to the percentage of the value of the entire Condominium as then
constituted, including land and improvements, as has been assigned to said Unit and as set forth in
this Master Deed. The total of all said percentages equal one hundred (100%) percent of the value
of all the land and improvements as it shall then be constituted.
20.9 Singular or Plural and Gender. Whenever the context so requires, the use of the
singular shall include the plural, the plural shall include the singular and the use of any gender shall
be deemed to include all genders. The provisions of the Master Deed shall be liberally construed to
effectuate its purposes of creating a uniform plan for the operation and development of a horizontal
property regime.
20.10 Covenants Running With the Land. All provisions of this Master Deed and all
Exhibits hereto and amendments hereof shall be construed as covenants running with the land and
of every part thereof and interest therein including, but not limited to, every Unit and the
appurtenances thereto. Every Co-Owner and/or occupant of the Submitted Property or any part
thereof or any party owning any interest therein, their heirs, executors, successors, administrators
and assignees, shall be bound by all the provisions of this Master Deed and Exhibits hereto and any
amendments to the same and the Act.
20.11 Time Is Of The Essence. All periods of time set forth herein or calculated
pursuant to provisions of this Master Deed will be strictly adhered to, TIME BEING OF THE
ESSENCE hereof
CHARLESTON\197028v3
38
20.12 Duration; Rule Against Perpetuities. So long as South Carolina law limits the
period during which covenants restricting lands to certain uses may run, it shall be the duty of the
Board of Directors to cause the covenants contained herein, as amended from time to time, to be
extended when necessary by filing a document bearing the signatures of a majority of the then CoOwners reaffirming and newly adopting the Master Deed and its Exhibits and covenants then
existing in order that the same may continue to be covenants running with the land. Such adoption
by a majority shall be binding on all, and each Co-Owner of any Unit, by acceptance of a deed
therefor, is deemed to agree that the Master Deed and/or its Exhibits and covenants may be
extended as provided herein. If any of the covenants, conditions, restrictions or other provisions of
this Master Deed shall be unlawful, void or voidable for violation of the rule against perpetuities,
then such provision shall continue only until 21 years after the death of the last survivors of the now
living descendants of George W. Bush, the current President of the United States.
[THIS SPACE IS INTENTIONALLY LEFT BLANK. SIGNATURE PAGES FOLLOW.]
CHARLESTON\197028v3
39
-o/-fk..
IN W~~REOF, the Declarant has caused these presents to be executed ~
_ _ day
of
,2005.
WITNESSES:
DECLARANT:
d:~::'~
~~~~Its:~
STATE OF SOUTH CAROLINA
COUNTY OF CHARLESTON
)
)
)
P.ROBATE
PERSONALLY appeared before me the undersigned first witness named above and made
oath that he/she saw the within-named OTRANTO STATION, LLC, by James J. Kerr, its Member,
sign, seal, and as its act and deed, deliver the within-written Master Deed for the uses and purposes
therein mentioned and that he/she with second witness named above witnessed the execution
thereof
SWQ~TO ANDJ~ BEFORE ME
fui&Ib~_
daa:y of {
, 2005.
k>---() ,6;;;tt
Signature of Witness
Notary Public for South C lin
My Commission Expires:,.-----L_-"-7--'-1-d-O()b
CHARLESTON\197028v3
40
STATE OF SOUTH CAROLINA
COUNTY OF CHARLESTON
)
)
)
ACCEPTANCE OF CONDOMINIUM
FOR GOOD AND VALUABLE CONSIDERATION, the receipt whereof is hereby
acknowledged, OTRANTO STATION CONDOMINIUM ASSOCIATION, INC. by James J. Kerr,
its Acting Vice-President, hereby agrees to and does on behalf of itself and all its present and future
Co-Owners of OTRANTO STATION HORIZONTAL PROPERTY REGIME, accepts all the
benefits and all the duties, responsibilities, obligations and burdens imposed upon it and them by the
provisions of this Master Deed together with all the Exhibits hereto and as set forth in the Act.
IN WITNESS WHEREOF, the above named OTRANTO STATION CONDOMINIUM
ASSOCIATION, INC. has caused these presents to be signed in its named by its duly authorized
, 2005.
agent this _ day of
OTRANTO STATION
WITNESSES:
::~TION.mc.
J
sJ. Ke
Its: Acting Vice-President
STATE OF SOUTH CAROLINA
COUNTY OF CHARLESTON
)
)
)
PROBATE
PERSONALLY appeared before me the undersigned first witness named above and made
oath that he/she saw the within-named OTRANTO STATION CONDOMINIUM ASSOCIATION,
INC, by James J. Kerr, its Acting Vice-President, sign, seal, and as its act and deed, deliver the
within-written Acceptance of Condominium for the uses and purposes therein mentioned and that
he/she with second witness named above witnessed the execution thereof.
SWORN TO AND SUBSCRIBED BEFORE ME
this _ day of
, 2005.
~
o,&WL
/ Signature of Witness
Notary Public for South
olina
My Commission Expire : ~-11
CHARLESTON\197028v3
- ;)..<;0 ,
41
.
EXHffiIT "An
MASTERDEEDOFOTRANTOSTATION
HORIZONTAL PROPERTY REGIME
LEGAL DESCRIPTION
ALL that lot, piece or parcel of land, together with the buildings and improvements located thereon,
situate, lying and being in Berkeley County, South Carolina, measuring and containing .5.1 acres and
known and designated as Parcel A, on a plat by E. M. Seabrook, Jr., dated December 2, 1969, entitled
"Otranto, Berkeley County, South Carolina, Plat of Parcel A Containing 5.1 Acres", and recorded in Plat
File Drawer #1, Plat #60, in the Office of the Clerk of Court, Berkeley County, which said plat is also
recorded in Plat Book T, Page 14, said Clerk of Court's Office. Said property being commonly known
and referred to as "Otranto Villas" and having such size, shape, dimensions, buttings and boundings as
shown on 'Said plat.
BEING the same property conveyed to Otranto Station, LLC by deed of Ohlandt Properties, LLC fIkIa
Ohlandt Properties, A Limited Partnership dated June 22, 2005 and recorded on June 23, 2005 in Book
4789, at Page 122.
Existing TMS No.: 251.:.l2-00-069
New TMS Nos.:
251-12-00 - __ through~_
CHARLESTON\197028v3
EXHIBIT "B"
MASTER DEED OF
OTRANTO STATION
HORIZONTAL PROPERTY REGIME
PLAT OF THE PROPERTY
CHARLESTON\196880v2
LOT 10 8LOCK M
DAW£L 5., JR. AIJD
MILDRED GROSS
L..EG£!>lD
eTV
n,
'PF
~ftf·
~R:.:"
i;:P'
LOT 9 BLOCK II.
JACQUES L H1:RAULT
TM$
'PI'
Sl;>~
,
STBj~
251-r2-00··0~
1'9'
,.
3.
..
LOT 6 BLOCK M
JUUo. C. & G£ORG£ E. HOLT
. NOTfS,
?
~~o
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"A:t~~
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NOT[:
SEE EXCEPTION 5 FOR TELEPHONE
iJNE tASEMOOS,
?ali~~'Nnr~~
LOT! BLOCK M
EDWARD ,,_
OOA.~
TV
J.
~:~6cti
BELL
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. ;~).
..
'
LOT 6 SLOCK JJ
E. CHAl'NC£Y &:' t,('IRq~£T
H. LA\tt:~~DER
itd'S 2:51-n4.1O-0F,2'
:;;'U. ?&..AT C\8. N PU 54
JOY R. &. LAWRENCE W.
RlSHER
1lJS 2il-12-00-G~
Rff. FLAT C':':l k f'AC.£
~of.
.
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SCALE: 1"
30'
O"fAANl'O'; COUHTRY MANOR
lOT 25
LOT 26,
UtA !<ATtiERINE ROSE
'r.'
JMlES E.. '" CATH!..EEN K;
BRITTAIM'
.
LOT 23
LOT 24 ,
PEGGY W. OWENS
CHRISIEiJA SECK
T\oIS 251-12-ot'I-{ii!5
REF. FlAT (:1.8, r. f'~:rE :=4;
fMS 251-12-00-085
REF. P'.AT CAB. E- PAC( S41
~\
~
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'II
~
~t(lt~ ~ to the l\eSl (If ~ny ~T'.o;orw.dQe. infO'fTK.lt:.}t'J, ",tid
th& ~ey shOll1n hu~ ..0$ made. in occor.:toncct l'I'itt; tn:;
:nt'tnts c1 tittl "ir.inUlm ~or..do":ill ~·uttl for tho .prodic.:= fJf
~ng in South Csrciloa. 4Ad. ~s lJf' ~~d'8 Li-e
r.\P,o'1ts for CI Cfa~ A .5oJNeY 03 ~fieri thaellr.
I)
Sl!B$l.)Rf.A,CE AN!} ENVIRONMENTAL CONOmmiS WERE NOT EXJ\MINED
OR CONSIDERED ~..s PARt· OF !HIS SURVfl". ~~o STATEME~T IS MADE
CONCERNING THE EXISiE~CE: OF" UNDERGROUND FAC1UllES OR
STRUCTURES THAi MAY A.I'FECT THE USE OR THE DEVElOPMENT
OF THIS SITE. U:-IDERGROOND l.INES SHOWN HEREON ARE eASED
ON ABOVE GROUND STRUCTuRES AND MAY "MY FROM LOCATIONS
SHOVr'N. LOCI< nONS OF EASEMENTS SHO\'M ARE BAS£O ON OlD PtATS.
DEWS. DO"...uMENTS AND: LOCAll0N OF ABOVE GROUND STRUCJ'lJRES.
" ___ • _ _ _ _ _ _ _ _
-
0'-
_____________ • ____
I
I
I
EXHIBIT liB"
SURVEYOR'S CERTIFICATE·
The Wldersigned, LewisE. Seabrook, an authorized and licensed surveyor~hereby
certify and. state that to the best of my knowledge,infonnation, and belief. that the plat of
Otranto Station Horizontal Property Regime entitled UExhibit "'B" To Master Deed Of
Otranto Station HPR OtfantoCityOfHanahanBerkeley County, S.C." by Lewis E.
Seabrook ofE. M. Seabrook, Jr., Inc. dated July 12,2005 and the Exterior Builditig
Elevations included in EXhibit "C" to the Master Deed prepared by J. Richard Alsop. Jr.,
of Charette Architects, PLLC, showing the exterior elevations of the Buildings included
in the ofOtranto Station HQrizontal Property Regime; fully and accurately, within
reasonable construction tolerances~ depicts the horizontal and .verticallocation of the
Buildings and Units and Common Eleme.nts in the Otranto Station Horizontal PropertY
Regime.
.
. . .
I hereby certify and state that to· the best of my knowledge, information, and
belief, the above referenced plat was made in: accordance with the requirements of The
Minimum Standards Manual For The Practice of Land Surveying in $outh Carolin~ and
meets or exceeds the requirements for a ClaSs A survey as specified therein; that the
Building located on said property does not encroach Qr project onto adjacent streets or
property; and that no' adjacent buildings or walls encroach Onto the subject property.
Signed as of the 15th day of July. 2005.
Lewis E. Seabrook
S.C. RL.S. No. 09860
EXIllBIT "c"
MASTER DEED OF
OTRANTO STATION
HORIZONTAL PROPERTY REGIME
(SEE ATTACHED ARClllTECT'S CERTIFICATE, FLOOR PLANS AND EXTERIOR ELEVATIONS)
CHARLESTON\196805v2
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EXlllBIT "c"
ARCIllTECT'S CERTIFICATE
The undersigned, 1. Richard Alsop, Jr., of Charette Architects, PLLC, an authorized and licensed
architect in the State of South Carolina, hereby certifies that: (1) the floor plans attached hereto as a part
of "Exhibit "C" to the Master Deed of Otranto Station Horizontal Property Regime, graphically show,
within reasonable construction tolerances,: the dimensions, area and location of each Unit and the
Building therein; the dimension, area, and location of the Common Elements affording access to each
Unit and the Building; and to the extent graphically possible, the other General and Limited Common
Elements therein; and (2) the exterior building elevations attached hereto as a part of "Exhibit "C" to the
Master Deed of Otranto Station Horizontal Property Regime, graphically show, within reasonable
construction tolerances, the horizontal and vertical dimensions of each Building in the Otranto Station
Horizontal Property Regime.
Signed as
CHARLESTON\196805v2
Ofthe~1y of December, 2005.
EXHIBIT "D"
MASTER DEED OF OTRANTO STATION
HORIZONTAL PROPERTY REGIME
Each Unit in the Regime shall have the same Assigned Value and vote and percentage of basic
values, ownership and Common Elements, as follows:
* ASSIGNED VALUE (PER UNIT)
TOTAL:
VOTES AND PERCENTAGE
VALUES
OF
BASIC
OWNERSHIP, COMMON
ELEMENTS (PER UNIT)
$1.00
1.3333%
$75.00
100%
* These values are fixed for the sole purposes of complying with the Act and do not reflect the
market value, appraised value or any other value of the Unit or the Property. These assigned values
shall in no way inhibit or restrict any owner of a Unit from fixing a different circumstantial value or
sales price to its Unit in all types of acts or contracts.
CHARLESTON\197029vl
EXHIBIT "E"
MASTER DEED OF
OTRANTO STATION
HORIZONTAL PROPERTY REGIME
ARTICLES OF INCORPORATION OF
OTRANTO STATION
CONDOMINIUM ASSOCIATION, INC.
CHARLESTON\197030v2 1
CERl1F1ED TO BE A. TRUE AND CORRECT COP'(
IS TAKEN FROM AND COMPARED WlThllHE ORIGINAL ON FILE IN lHlS Office. ~
STATE OF SOUTH CAROLINA
SECRETARY OF STATE
JUl 222005]
SECRET1H~i::;
NONPROFIT CORPORATION
ARTICLES OF INCORPORATION
1. The name of the nonprofit corporation
is:
2.
Otranto Station Condominium Association, Inc.
The initial registered office of the nonprofit corporation is:
_ 40 Calhoun Street, Suite 300
Charle fl, SC 401
D. Carlyle Rogers, Jr.
3.
Check either (a), (b) or (c) whichever is applicable. Check only one box
(a) [
] The nonprofit corporation is a public benefit corporation.
(b) [
] The nonprofit corporation is a religious corporation
(c) [ X] The nonprofit corporation is a mutual benefit corporation
4.
Check either (a) or (b), whichever is applicable.
(a) [ X] This corporation will have members
(b)
] This corporation will not have members
[
5.
The address of the principal office of the nonprofit corporation is:
800 Andrea Court, Hanahan, SC 29406
Berkeley County, SC
6.
If this nonprofit corporation is either a public benefit or religious corporation (box "a" or
"b" of ~ 3 is checked), complete either (a) or (b), whichever is applicable, to describe
how the remaining assets of the corporation will be distributed upon dissolution of the
corporation.
(a) [
] Upon the dissolution of the corporation, assets shall be distributed for one or
more exempt purposes within the meaning of section 501(c)(3) of the Internal
Revenue Code, or the corresponding section of any future federal tax code, or
shall be distributed to the federal government, or to a state or local
government, for a public purpose_ Any such asset not so disposed of shall be
disposed of by the court of common pleas of the county in which the principal
office of the corporation is then located, exclusively for such purposes or to
ru Ii D T P<!T{)hl\ 1 Q7{)1.{)",)
050722-0117
1
FILED: 07/22/2005
OTRANTO STATION CONDOMINIUM ASSOCIATION, INC_
1IIIIIIiliflll1"iI~ii-ill~I"lUIIIIIIIIII~ 1111111111111
(b)
[
such organization or organizations, as said court shall detennine, which
reorganized and operated exclusively for such purposes.
] Upon the dissolution of the corporation, consistent with law, the remaining
assets
of
the
corporation
shall
be
distributed
to:
7.
If the corporation is a mutual benefit corporation (box "c" of 1f 3 is checked), complete
either (a) or (b), whichever is applicable, to describe how the [remaining] assets of the
corporation will be distributed upon dissolution of the corporation.
(a) [
] Upon dissolution of the mutual benefit corporation, the [remaining] assets
shall be distributed to its members, or if it has no members, to those persons
to whom the corporation holds itself out as benefiting or serving.
. (b) X] Upon dissolution of the mutual benefit corporation, the [remaining] assets,
[
consistent with law, shall be distributed to: its members in accordance with
the provisions of these Articles and the Corporation's By-Laws, as amended.
8.
The optional provisions which the nonprofit elects to include in the articles of
incorporation are as follows (See §33-31-202(c) of the 1976 South Carolina Code, the
applicable comments thereto, and the instructions in this fonn):
See Exhibit 8 attached hereto and incorporated herein by reference.
9.
The name and address of each incorporator is as follows (only one is required):
Name:
Address (with zip code):
D. Carlyle Rogers, Jr.
40 Calhoun Street, Suite 300, Charleston, SC 29401
10. Each original director of the nonprofit corporation must sign the articles but only if the
directors are named in these articles
(only if named in articles)
(signature of director)
(only if named in articles)
(signature of director)
(only if named in articles)
(signature of director)
-
07
EXHffiIT"8" TO ARTICLES OF INCORPORATION
OF
OTRANTO STATION CONDOMINIUM ASSOCIATION, INC.
L PURPOSES
Otranto Station Condominium Association, Inc. (the "Association") is organized for the purposes
of providing a form of administration and management of the condominium development known as
Otranto Station Horizontal Property Regime (the "Condominium") established by Otranto Station, LLC
(the "Declarant") pursuant to the South Carolina Horizontal Property Act, as amended (the "Act") on
lands located at 800 Andrea Court in the City of Hanahan, Berkeley-County, South Carolina, being more
particularly described in Exhibit "Aft attached to the Master Deed (the "Master Deed") of the
Condominium and incorporated herein by reference. The Association does not contemplate pecuniary
gain or profit to the members thereof. The Terms of the Master Deed and all of the other Condominium
Documents (as defined in the Master Deed and other Condominium Documents) are incorporated herein
by reference. All terms as defined in the Master Deed and all of the other Condominium Documents shall
·have the same defmition for purposes hereof except as expressly indicated otherwise.
IL POWERS
2.1.
The powers of the Association shall be to promote the health, safety and welfare of the
residents within the above-described Property.
(a)
To make and collect assessments against Association members as Co-Owners to defray
the costs, expenses and losses of the Condominium.
(b) .
To use the proceeds and assessments in the exercise ofits powers and duties.
(c)
To maintain, repair, replace, improve and operate the Condominium property.
(d)
To purchase insurance upon the Condominium property and insurance for the protection
ofthe Association and the Co-Owners.
(e)
To reconstruct improvements after casualty.
(t)
To make and amend reasonable Rules and Regulations respecting the use of the
Condominium property.
(g)
To enforce by legal means the provisions of the Act, the Master Deed .and the Rules and
Regulations promUlgated thereunder for the use of the Condominium property.
CHARLESTON\197030v2 I
~----
-.. -.-. - - ------ - - -.- - -- --- -.----- .-- -----_._- .. -_._- --'-- ------------------
(h)
----~
- _._._._--- - -_.
... _-'.-
_
_._-----'-. --' ---.--------.-----------.----.-.--- -----
To contract for the management of the Condominium and to delegate to such Managing
Agent all power and duties of the Association except such as are specifically required by the Master Deed
to have approval of the Co-Owners.
(i)
To employ personnel to perform the services required for the proper operation of the
Condominium and to terminate such employment.
(j)
To foreclose any lien for unpaid Assessments in like manner as any mortgage of real
property, as provided in the By-Laws.
2.2. All funds and the titles of aU properties acquired by the Association and the proceeds thereof
shall be held in trust for the Members in accordance with the provisions of the Act and the Master Deed
and all of the other.·· Condominium Documents including, but not limited to, the By-Laws of the
Association.
2.3. The powers of the Association shall be subject to and shall be exercised in accordance with
the provisions of the Master. Deed and all of the other Condominium Documents including, but not
limited to, the By-Laws of the Association.
2.4. The Association will not take steps which will serve to facilitate the transaction of specific
business by its Members or promote the private interest of any Member, or engage in any activity which
would constitute a regular business of a kind ordinarily. carried on for profit, and no part of the net
earnings of the Association shall inure to the benefit of any private individual (except as provided by
law). In the event of the liquidation or dissolution of the Association, whether voluntary or involuntary,
no Member shall be entitled to any distribution or division of its remaining property or its proceeds, and
the balance of all money and other property received by this Association from any source, after the
payment of all debts and obligations of the Association, shall be used or distributed exclusively for such
purposes as those set forth herein, subject however to the terms of the Master Deed and all of the other
Condominium Documents including, but not limited to, the By-Laws of the Association.
m.
MEMBERSlllP
3.1
The Association shall have aU of the common law and statutory powers of a nonprofit
corporation which are not in conflict -with the laws of South Carolina or the terms of these Articles. The
foregoing .is not intended to include persons or entities that hold an interest merely as security for the
performance of any obligation. Membership shall be appurtenant to and may not be separated from
ownership of any Unit which is subject to assessment by the Association. Voting rights will be exercised
in the manner provided by the Master Deed and all of the other Condominium Documents including, but
not limited to, the By-Laws of the Association.
CHARLESTON\197030v2 1
3.2
Change of membership in the Association shall be established by the recording in the
ROD Office for Berkeley County, South Carolina, of a deed or other instrument establishing a change of
record title to a Unit in the Condominium and the delivery to the Association of a certified copy of such
instrument, the new Owner designated by such instrument thereby becoming a Member of the
Association. The membership of the prior Owner shall be thereby terminated..
IV. DIRECTORS
The affairs of the Association shall be administered by the Directors,as described in the ByLaws. The Directors shall be elected by the members at the annual meeting of the Members of the
Association, which Directors shall serve at the pleasure of the Association. Directors must satisfy the
qualifications criteria set forth in the Master Deed and other Condominium Documents including, but not
limited to, the By-Laws. The number of Directors may be changed by amendment to the By..;Laws of the
Association.
V. BY-LAWS
The first By-Laws of the Association shall be adopted by the Declarant and may be altered,
amended or rescinded in the manner provided in the By-Laws.
VI. DURATION
The term of the Association shall be perpetual.
VII. VOTING
There shall be no cumulative voting available to Members of the Association in connection with
the affairs of the Association.
Vill. VOTING RIGHTS
Each and every Co-Owner of a Unit in the Condominium shall be a Member of this Association.
Further, there shall be appurtenant to each Unit in the Condominium one (1) vote in accordance with the
Master Deed which shall be voted collectively by the voting Member of that Unit as set forth in Exhibit
"D" of the Master Deed. Upon the sale, conveyance, devise or other transfer of any kind or nature of any
Unit, such subsequent transferee shall automatically become a Member hereof and likewise the vote
appurtenant to the Unit shall automatically pass and the membership of the transferor immediately
CHARLESTON\197030v2 1
terminated whether any membership certificate or voting certificate be transferred or not; provided,
however, the Association shall for all purposes be entitled to rely upon the right to membership and
voting rights of the person shown as the Co-Owner of a Unit in its records until notified of such transfer
by delivery of written notice thereof to the Secretary of the Association. Each and every Co-Owner of
Unit in the Condominium shall provide the Association with the name and mailing address of any
Mortgagee having a lien on his or her Unit by sending written notice thereof to the Secretary of the
Association.
IX. DISSOLUfION
The Association may be dissolved in accordance with the provisions of the Act, the Master Deed
and the other Condominium Documents including, but not limited to, the By-Laws. Upon dissolution of
the Association, other than incident to a merger or
consolidation~
the assets of the Association shall be
distributed in accordance with 2.4. above.
X. INCORPORATOR
The Petitioner, being the incorporator and agent of Otrauto Station Condominium Association,
Inc., hereby declares that he was authorized and directed to apply for incorporation in the manner and for
the purposes as stated hereinabove.
WHEREFORE, your Petitioner prays that the Secretary of State do issue to the aforesaid
Otranto Station Condominium Association, Inc., a charter with all rights, powers, privileges and
immunities, and subject to all of the limitations and abilities conferred by the laws of South Carolina, and
acts amendatory thereof.
CHARLESTON\197030v2 1
EXHIBIT "F"
BY-LAWS OF
OTRANTO STATION CONDOMINIUM ASSOCIATION, INC.
ARTICLE I
PURPOSE
Otranto Station Condominium Association, Inc., a non-profit corporation existing under
the laws of the State of South Carolina (hereinafter called the "Association), has been organized
for the purpose of administering a horizontal property regime established pursuant to the
Horizontal Property Act of South Carolina (hereinafter called the "Act"), which is identified by
the name Otranto Station Horizontal Property Regime (hereinafter called the "Condominium"),
said Condominium being located at 800 Andrea Court, City of Hanahan, Berkeley County, South
Carolina, and being more particularly described in the Master Deed and Exhibits thereto
establishing such Condominium. These By-Laws shall govern the operation of the Association.
ARTICLE II
DEFINITIONS
All terms and phrases used herein shall have the same definition and meaning as set forth
in the Master Deed and/or in the Act and as follows, unless the context otherwise requires:
Section 2.1 Member or Members: A Unit Owner in the Condominium or all of the Unit
Owners in the Condominium.
Section 2.2
Majority of Members: Members entitled to vote on a matter owning
collectively at least fifty-one percent (51%) or more of the Common Elements of the
Condominium, as a whole, as set forth in Exhibit "D" to the Master Deed.
ARTICLE III
OFFICES
The initial principal office of the Association shall be located at 800 Andrea Court,
Hanahan, SC 29406. The initial mailing address of the Association shall be P.O. Box 1302,
Johns Island, SC 29457. The Association may have other offices within Charleston, Berkeley or
Dorchester counties (the "Tri-County Area") in South Carolina as the Board of Directors may
1
CHARLESTON\197031v4
determine or as the affairs of the Association may require from time to time. The Association
shall have and continuously maintain in the State of South Carolina, a registered agent whose
office shall be located in the State of South Carolina. The principal office and/or registered
agent may be changed from time to time by the Board of Directors.
ARTICLE IV
MEMBERS
Each and every Unit Owner in the Condominium shall be a Member of this Association.
Further, there shall be appurtenant to each Unit in the Condominium the number of votes
assigned in Exhibit "D" to the Master Deed, which shall be voted collectively by the Unit Owner
as a Member of the Association. The number of votes which each Unit Owner is entitled to cast
as a Member of the Association shall be the same as the undivided share of each Unit Owner in
the Common Elements of the Condominium, as a whole, appurtenant to its Unit as specified in
Exhibit "D" to the Master Deed. Upon the sale, conveyance, devise or other transfer of any kind
or nature of any Unit, such subsequent transferee shall automatically become a Member hereof
and likewise the vote appurtenant to the Unit shall automatically pass and the membership of the
transferor immediately terminated whether any membership certificate or voting certificate be
transferred or not; provided, however, the Association shall for all purposes be entitled to rely
upon the right to membership and voting rights of the person shown as the Unit Owner in its
records until notified of such transfer by delivery of written notice thereof to the Secretary of the
Association. Each and every Unit Owner in the Condominium shall provide the Association
with the name and mailing address of any Mortgagee having a lien on its Unit by sending written
notice thereof to the Secretary of the Association.
ARTICLE V
APPLICATION
All present and future Unit Owners, tenants, future tenants, agents, servants, employees,
guests, invitees and any other Occupant or Person using the facilities of the Condominium are
hereby subject to all matters set forth in these By-Laws, the Rules and Regulations promulgated
by the Board of Directors hereof, all matters set forth in the Master Deed and its Exhibits and in
CHARLESTON\197031 v4
2
the Act. A mere acquisition or rental of a Unit or use of the facilities of the Condominium shall
signify these By-Laws and all provisions contained within the Act, the Master Deed and the
other Condominium Documents are accepted and ratified.
ARTICLE VI
MEMBER'S MEETINGS
6.1
Annual Meetings. The Declarant shall have the right to manage the Association
during the Declarant Control Period; provided, however, the Declarant may surrender this right
to the Members at any time. The first annual meeting of the Association shall be held no later
than the first anniversary of the incorporation of the Association, at such time and place as may
be fixed by the Declarant or, if the Declarant has surrendered its right to manage this
Association, by the Managing Agent or by the Board of Directors. Subsequent annual meetings
of the Association shall be held at such time as may be fixed from time to time or by resolution
of the Board of Directors, but not less than once per year. The annual Member's meeting shall be
held at the office of the Association or at such other location in the Tri-County Area as may be
determined by the Board of Directors of the Association at a time and date as shall be designated
by the Board of Directors, for the purpose of electing Directors, and of transacting any other
business authorized to be transacted by the Members; provided, however, that if that day is a
legal holiday, the meeting shall be held on such date and time and at the same hour on the next
succeeding business day.
6.2
Special Meetings. The Association shall hold a special meeting: (a) upon the call
of the President or Chairman of the Board of Directors; (b) if so directed by resolution of the
Board of Directors or unanimous written consent of the Board of Directors; (c) upon a petition
presented to the Secretary and signed by a Majority of Members; or (d) upon written request of
the Declarant. The signatures on a petition requesting a special meeting shall be valid for a
period of sixty (60) days after the date of the first such signature. Such resolution, petition or
request must (i) request that the Secretary designate the date of the meeting (ii) specify the
purposes for which the meeting is to be held, and (iii) be delivered to the Secretary.
CHARLESTON\197031 v4
3
No business, other than such business stated in the notice for a special meeting, shall be
transacted at said meeting. All special meetings shall be held at the office of the Association or at
such other location in the Tri-County Area as may be determined by the Board of Directors.
6.3.
Notice of Meetings.
(a) Written notice stating the place, day and time of each annual meeting of the Members
shall be given by the Secretary to each Member entitled to vote at such meeting not less than ten
(10) nor more than forty-five (45) days before the date of the meeting. Written notice stating the
place, day and time of each special meeting of the Members and the purposes for which a special
meeting is called, shall be given by the Secretary to each Member entitled to vote at such
meeting not less than fifteen (15) nor more than forty-five (45) days before the date of the special
meeting. No business shall be transacted at a special meeting except as stated in the notice. The
giving of notice in the manner provided in this section and Article XVI hereof shall be
considered service of notice.
(b) Notwithstanding the provisions of subsection (a), if notice of a meeting is mailed by
other than first class or registered mail, the notice of the meeting shall be given to each Member
no less than thirty (30) days before the date of the meeting.
(c) Notwithstanding the provisions of subsection (a), notice of a meeting to act on an
amendment to the Articles Of Incorporation, a plan of merger or consolidation or dissolution
shall be given in the manner provided above not less than twenty-five (25) nor more than (45)
forty-five days before the date of the meeting. Any such notice shall be accompanied by a copy
of the proposed amendment, plan of merger or consolidation or dissolution.
Any such
amendment, plan of merger or consolidation or dissolution shall not be effective unless notice of
such matter was provided in accordance with this subsection.
6.4. Waiver of Notice of Meetings.
(a) Whenever any notice is required to be given of any meeting of the Association, a
waiver thereof in writing signed by a Member entitled to such notice, whether given before or
after the meeting, shall be equivalent to the giving of such notice to that Member and such
waiver shall be delivered to the Secretary for inclusion in the minutes or filing with the
Association records.
(b) A Member who attends a meeting shall be conclusively presumed to have had timely
and proper notice of the meeting or to have duly waived notice thereof, unless such Member
CHARLESTON\197031v4
4
attends for the express purpose of objecting to the transaction of any business on the grounds that'
the meeting was not lawfully called or convened and so notifies the person conducting the
meeting at or prior to the commencement of the meeting or at or prior to consideration of a
matter subject to objection, in the case of a special meeting.
6.5. Quorum. A quorum shall be deemed to be present throughout any meeting of the
Association if Members collectively owning at least fifty-one percent (51 %) percent of the
Common Elements of the Condominium are present, in person or by proxy, at the beginning of
such meeting. Once a Member is present at a meeting such Member is deemed present for
quorum purposes for the remainder of the meeting and for adjournment of that meeting unless a
new Record Date (as hereinafter defined) is or shall be set for that adjourned meeting.
If at any meeting of the Association a quorum is not present, a majority of the Members
who are present at such meeting in person or by proxy may (i) recess the meeting to such date,
time and place as such Members may agree not more than forty-eight (48) hours after the time
the original meeting was called or (ii) adjourn the meeting to a time not less than forty-eight(48)
hours after the time the original meeting was called at such date and place as such Members may
agree, whereupon the Secretary shall announce the date, time and place at the meeting and make
other reasonable efforts to notify all Members of such date, time and place; or (iii) reduce the
quorum required to be present at any such meeting to no less than Members collectively owning
at least twenty-six percent (26%) percent of the Common Elements of the Condominium being
present, in person or by proxy, at the beginning of such meeting. All proxies that were valid for
purposes of the initial meeting shall also be valid for the recessed or adjourned meeting.
6.6. Order of Business. Unless otherwise specified in the notice of the meeting the
order of business at all meetings of the Association shall be as follows: (1) roll call (proof of
quorum); (2) proof of notice of meeting; (3) reading of minutes of preceding meeting; (4)
reports of officers and the Board of Directors; (5) report of the Managing Agent; (6) reports of
committees; (7) appointment of inspectors of election (when so required); (8) election of
directors (when so required); (9) unfinished business; and (10) new business. Not withstanding
the foregoing order of business, balloting for election of Directors may commence at any time at
the direction of the presiding officer.
6.7.
Election of Directors. The initial Board of Directors shall be appointed by the
Declarant, who shall serve until the first annual meeting following expiration of the Declarant
5
CHARLESTON\19703Iv4
Control Period. At the first annual meeting of the Members following expiration of the Declarant
Control Period, the Association shall elect a Board of Directors as provided in Section 8.2 herein.
6.8. Conduct of Meetings. The President (or at the Board's election, the Managing
Agent, if one is appointed) shall preside over all meetings of the Association and the Secretary
shall keep the minutes of the meetings and record all resolutions adopted at the meetings and
proceedings occurring at such meetings. The President may appoint a parliamentarian at any
meeting of the Association. The then current edition of Robert's Rules of Order shall govern the
conduct of all meetings of the Association when not in conflict with the Condominium
Documents, the Act or other applicable laws.
6.9. Record Date to Determine Members; List of Members. The date for determining
which persons are Members and therefore entitled to vote ("Record Date") shall be,the close of
business on the day before the effective date of the notice to the Members of the meeting, unless
the Board of Directors shall determine otherwise. The Board shall not fix a Record Date more
than sixty (60) days before the date of the meeting or other action requiring a determination of
the Members, nor shall the Board set a Record Date retroactively. At least ten (10) days before
each meeting the Secretary shall make a complete list of Members, with the address of each,
which will be available for review by the Members before and during the meeting. The list shall
be current as of the Record Date. However, upon producing evidence of the purchase of a Unit
at anytime prior to the date of the meeting and delivery of written request to the Secretary prior
to the convening of the meeting, a new Unit Owner shall be entitled to vote at such meeting.
ARTICLE VII
MEMBERSHIP AND VOTING
7.1. Membership and Voting Rights. Except for the election of Directors, the acts
approved by the Members collectively owning at least fifty-one percent (51 %) of the Common
Elements of the Condominium, as then constituted, a quorum being present, shall constitute a
decision of the Members and shall be binding upon the Members except where approval by a
greater percentage is required by the Act, the Master Deed, the Articles Of the Association or
these By-Laws.
CHARLESTON\19703Iv4
6
Each Member shall have a vote equal to his, her or its percentage ownership in the
Common Elements of the Condominium, as a whole, as set forth in Exhibit "D" to the Master
Deed. There shall not be cumulative voting.
7.2. Additional Provisions Governing Voting.
(a) Multiple-Person Members. Since a Unit Owner may be more than one person or may
be an entity controlled by more than one person, if only one of such persons is present at a
meeting of the Association, that person shall be entitled to cast the Unit Owner's votes. If more
than one of such persons is present, the vote appertaining to that Unit shall be cast only in
accordance with unanimous agreement of such persons, and such agreement shall be
conclusively presumed if any of them purports to cast the vote appertaining to that Unit without
protest being made forthwith to the person presiding over the meeting by any of the other
persons constituting such Unit Owner.
(b) Voting Certificate. If any Member is not a natural person, the vote of such Member
may be cast by any natural person authorized by such Member. Such natural person must be
named in a certificate signed by an authorized officer, manager, partner or trustee of such
Member and filed with the Secretary.
Such certificate shall be valid until revoked by a
subsequent certificate similarly executed and filed. Wherever the approval or disapproval of a
Unit Owner is required by the Condominium Documents, such approval or disapproval may be
made by any Member who would be entitled to cast the vote of such Unit Owner at any meeting
of the Association.
(c) Delinquency. No Member may vote at any meeting of the Association or be elected
to serve on the Board of Directors if payment by such Member of any financial obligation to the
Association is delinquent more than sixty (60) days and the amount necessary to bring the
account current has not been paid at the time of such meeting or election.
7.3. Manner of Voting at Meetings. Voting by Members at a meeting shall be by voice
vote, except for the election of Directors which shall be by written ballot. However, if any
Member present at the meeting requests a vote be by written ballots, and Members collectively
owning at least twenty-five percent (25%) of the Common Elements of the Condominium
consent thereto, such vote shall be by written ballots.
7.4. Proxies. A vote may be cast in person or by proxy. A proxy may be instructed
(directing the proxy how to vote) or uninstructed (leaving how to vote to the proxy's discretion).
CHARLESTON\197031v4
7
Only instructed proxies may be granted by any Member to the President, Secretary or the
Managing Agent. Proxies shall be in writing, dated and signed by the Member or a person
authorized and designated by the Member. In cases where the Unit Owner is more than one
Person, the Unit Owner's proxy is to be signed by all such Persons. A proxy shall be filed with
the Secretary, and shall be valid for eleven (11) months unless a longer time period is provided
therein. A proxy shall be deemed revoked only upon actual receipt by the person presiding over
the meeting of notice of revocation from a Member.
7.5 Action in lieu of a meeting. Any action required by law to be taken at a meeting of
the Association or any action which may be taken in a meeting of the Association may be taken
without a meeting if a consent in writing, setting forth the action so taken, shall be signed by
Members collectively owning at least eighty percent (80%) of the Common Elements of the
Condominium and further provided the same is not otherwise prevented by these By-Laws, the
Master Deed, the Act or other applicable law. The action taken must be delivered to the
Association for inclusion in the minutes or records of the Association. Written notice of Member
approval of any matter pursuant to this Section must be given to all Members within five (5)
days thereafter. If such written notice is required, Member approval pursuant to this Section is
effective ten (10) days after said written notice is given.
7.6 Action by Written Ballot. Any action required by law to be taken at a meeting of
the Association or any action which may be taken in a meeting of the Association may be taken
without a meeting if the Association delivers a written ballot to every Member entitled to vote on
the matter. A written ballot shall set forth each proposed action and provide an opportunity to
vote for or against each proposed action. Approval by written ballot is valid only when the
number of votes cast by ballot is equal or exceeds the quorum required to be present at a meeting
authorizing the action, and the number of approvals equals or exceeds the number of votes that
would be required to approve the matter at a meeting at which the total number of votes cast was
the same as the number of votes cast by ballot. All solicitations for votes by written ballot shall:
(a)
Indicate the number of responses needed to meet the quorum requirements;
(b)
State the percentage of approval necessary to approve each matter other than the
election of Directors; and
(c)
Specify the time by which a ballot must be received by the Association in order to
be counted:
CHARLESTON\197031 v4
8
ARTICLE VIII
BOARD OF DIRECTORS
8.1. Powers and Duties of the Board of Directors. The business and affairs of the
Association shall be managed by the Board of Directors elected in accordance with the
procedures and for the terms of office set forth in the Condominium Documents. The Board of
Directors shall have all of the powers and duties necessary for the administration of the affairs of
the Association and may do all such acts and things except such as are required by the
Condominium Documents to be exercised or performed by the Association or other designated
person or persons. The Board of Directors, as it deems appropriate, may delegate to one of its
members, or to a person employed for such purpose, the authority to act on behalf of the Board
on matters relating to the duties of Managing Agent (as hereinafter defined), which may arise
between meetings of the Board. In addition to the duties imposed by any other provision of the
Condominium Documents or by any resolution of the Association hereafter adopted, the Board
acting directly or through the Managing Agent, shall perform the following duties and take the
following actions on behalf of the Association:
(l)
Provide services to the Unit Owners
III
accordance with the Condominium
Documents, and provide for the upkeep of the Common Elements and, to the extent provided in
the Condominium Documents, of the Units;
(2)
Designate, hire, dismiss and, where appropriate, compensate the personnel
necessary to provide for the upkeep of the Common Elements or, to the extent provided in the
Condominium Documents, of the Units, and provide services to the Unit Owners as well as
purchase equipment, supplies and material to be used by the Association for such purposes;
(3)
Determine the amount of and collect the Assessments, deposit the proceeds
thereof in depositories designated by the Board of Directors and use such monies for the upkeep
of the Property and such other purposes to the extent authorized by the Condominium
Documents;
(4)
Adopt and amend reasonable Rules and Regulations not inconsistent with the
Condominium Documents;
(5)
Open non-interest bearing bank accounts with the Bank on behalf of the
Association and designate the signatories thereon; provided, however, at such time as the Bank
CHARLESTON\197031 v4
9
does not own or occupy a Unit, such accounts may be established with a federally insured bank,
savings and loan association or credit union approved by the Board;
(6)
Enforce by legal means the provisions of the Condominium Documents;
(7)
Act as the Unit Owners' representative with respect to all matters arising out of
any eminent domain proceeding affecting the Common Elements.
(8)
Obtain and carry liability and hazard insurance against casualties and liabilities, as
provided in the Master Deed, pay the premiums therefor and, in consultation with the Unit
Owners, adjust and settle any claims thereunder. The Board of Directors, acting with the
Managing Agent, shall, as required by the terms of the Master Deed, review the amount of
insurance coverage in order to assure that the Association and the Members are protected.
(9)
Pay the cost of all authorized goods and services rendered to the Association and
not billed to Unit Owners or otherwise provided for in the Master Deed.
(10)
Charge reasonable fees for the use of the General Common Elements and for
services, to the extent permitted by the Master Deed.
(11)
Suspend the right of any Unit Owner and its tenants, agents, servants, employees,
guests, invitees and any other Occupant of such Unit to use the Common Elements in accordance
with the Master Deed.
(12)
Prepare and adopt annual budgets in accordance with the Master Deed, subject,
however, to approval thereofby the Members to the extent required by the terms of Section 14.3
of these By-Laws.
(13)
Make Assessments against the Unit Owners to defray the Common Expenses of
the Association, establish the means and methods of collecting such Assessments from the Unit
Owners and establish the period of the installment payment, if any, of any annual or special
Assessment for Common Expenses. An Assessment for a Unit's pro rata share of the annual
budget shall be paid at the time of purchase. Additionally, any special Assessments shall require
written approval by the Members collectively owning at least sixty-seven percent (67%) of the
Common, Elements of the Condominium.
(14)
Do any other things and acts not inconsistent with the Condominium Documents.
Section 8.2.
Number of Directors.
The initial Board of Directors shall be comprised
of the two (2) Directors appointed by the Declarant, who shall serve until the first meeting
following expiration of the Declarant Control Period. At the first meeting following expiration of
CHARLESTON\19703Iv4
10
the Declarant Control Period, the Association shall elect, and the Board of Directors shall consist
of five (5) members elected by the Association as provided herein, each of whom shall serve a
one (1) year term.
Section 8.3.
Meetings of Directors.
(a) Types of Meetings. The first (organizational) meeting of the Board of Directors
following an annual meeting' of the Association shall be held at the conclusion of the
Association's meeting or within ten (10) days thereafter at such time and place as shall be
determined by a majority of the Directors to elect officers and establish the manner of operation
of the Board for the ensuing year. Regular meetings of the Board of Directors may be held at
such time and place as shall be determined from time to time by the Managing Agent or a
majority of the Directors; provided, however, that after the Declarant Control Period expires,
such meetings shall be held at least every six (6) months; provided, further, all meetings of the
Board of Directors shall be held in the Tri-County Area unless all Board members agree
otherwise. Special meetings of the Board of Directors may be called by the Managing Agent or
President, and shall be called by the President or Secretary upon the written request of at least
two (2) Directors.
All meetings of the Board of Directors shall be open to Members as
observers, except that the President or presiding officer may call the Board into executive session
on sensitive matters such as (by way of example and not by limitation): personnel, litigation
strategy or hearings with respect to violations of the Condominium Documents. Any final action
taken by the Board in executive session shall be recorded in the minutes.
(b) Notice. Notice of meetings of the Board of Directors shall be given to each Director,
either personally or by mail, facsimile, telephone, or e-mail at least three (3) business days prior
to the day named for such meeting. Such notice shall state the place, day and time and, in the
case of special meetings, the purpose thereof. No notice of the organizational meeting shall be
necessary.
(c) Waiver of Notice. Any Director may at any time, in writing, waive notice of any
meeting of the Board of Directors, and such waiver shall be deemed equivalent to the giving of
such notice. Attendance by a Director at any meeting of the Board of Directors shall constitute a
waiver of notice by such Director of the time, place and purpose of such meeting, unless such
Director attends for the express purpose of objecting to the transaction of any business on the
grounds that the meeting was not lawfully called or convened and so notifies the person
CHARLESTON\197031v4
11
conducting the meeting at or prior to the commencement of the meeting or at or prior to
consideration of the matter subject to objection, in the case of a special meeting. If all Directors
are present at any meeting of the Board of Directors, no notice shall be required and any business
may be transacted at such meeting.
(d) Quorum of Board of Directors. At all meetings of the Board of Directors a majority
of the total number of Directors shall constitute a quorum for the transaction of business, and a
majority vote of the directors while a quorum is present shall constitute the decision of the Board
of Directors, unless provided otherwise by law or in the Master Deed or in the Articles Of
Incorporation or these Bylaws. If at any meeting of the Board of Directors there shall be less
than a quorum present, a majority of those present may adjourn or recess the meeting from time
to time. At any such adjourned meeting at which a quorum is present, at}y business which might
have been transacted at the meeting originally called may be transacted without further notice.
(e) Conduct of Meetings. The President (or at the Board's discretion, the Managing
Agent) shall preside over meetings of the Board of Directors and the Secretary shall keep the
minutes of the meetings and record all resolutions adopted at the meetings and proceedings
occurring at the meetings, The then current edition of Robert's Rules of Order shall govern the
conduct of all meetings of the Board of Directors when not in conflict with the Condominium
Documents, the Act or other applicable laws.
(f) Participation In A Meeting By Telephone. Any member of the Board of Directors
may participate in a meeting of the Board by means of conference telephone or other similar
communication equipment, by which all parties participating in the meeting can hear each other
A Director that participates in a Board meeting by conference telephone or other similar
communication equipment pursuant to this Section shall be considered as present at such
meeting for quorum and all other purposes; provided, however, the minutes of the meeting shall
reflect the name(s) of the Director(s) that participated in the meeting by conference telephone or
other similar communication equipment.
Section 8.4. Action By Directors Without Meeting.
Any action by the Board of
Directors required or permitted to be taken at any meeting may be taken without a meeting if a
consent in writing setting forth the action taken shall be signed by all of the Directors either
before or after such action is taken. Any such written consent shall have the same force and
effect as a unanimous vote and shall be filed with the minutes of the Board of Directors.
CHARLESTON\197031 v4
12
ARTICLE XIX
MANAGING AGENT
Section 9.1. Compensation. The Board of Directors may employ a "Managing Agent"
for the purpose of administering the Property at a compensation to be established by the Board.
Section 9.2.
Requirements.
The Managing Agent shall be a bona fide business
enterprise that manages common interest communities. Such finn or its principals shall have a
minimum of two (2) years experience in real estate community management and shall employ
persons possessing a high level of competence in the technical skills necessary to properly
manage the Property. The Managing Agent must be able to advise the Board of Directors
regarding the administrative operation of the Property and shall employ personnel
knowledgeable in the areas of insurance, accounting, contract negotiations, labor relations and
property management. The Managing Agent shall be an independent contractor, and not an
employee of the Association, and shall organize, staff, train and administer the management and
manage the Property.
Section 9.3. Duties. The Managing Agent shall perfonn such duties and services as the
Board of Directors shall direct. Such duties and services may include, without limitation, the
duties listed in Sections 8.1(1), (2), (3),(5), (6), (7), (8), (9), (10), (11) and (15). The Managing
Agent shall perfonn the obligations, duties and services relating to the management of the
Property; the notification of Mortgagees when required; and the maintenance of reserve funds in
compliance with the provisions of the Condominium Documents.
Section 9.4. Standards. The Board of Directors shall impose appropriate standards of
perfonnance upon the Managing Agent. Unless instructed otherwise by the Board of Directors,
the following standards are to govern the Managing Agent in the discharge of its duties:
(1)
the cash method of accounting shall be employed and expenses required by these
Bylaws to be charged to one or more but less than all Members shall be accounted for and
reported separately;
(2)
two (2) or more persons shall be required to sign a check or other disbursement of
Association funds in excess of Five Thousand and 00/100ths ($5,000.00) Dollars;
(3)
cash accounts of the Association shall not be commingled with any other entity's
accounts;
CHARLESTON\197031 v4
13
(4)
no remuneration shall be accepted by the Managing Agent from vendors,
independent contractors· or others providing goods or services to the Association whether in the
form of commissions, finders fees, service fees or otherwise, and any such remunerations or
discounts received shall be for the benefit of the Association;
(5)
any financial or other interest which the Managing Agent may have in any firm
providing goods or services to the Association shall be disclosed promptly to the Board of
Directors; and
(6)
a financial report shall be prepared for the Association at least monthly,
containing (i) an "income statement" reflecting all income and expense activity for the preceding
period; (ii) an "account activity statement" reflecting all receipt and disbursement activity for the
preceding period on a cash basis; (iii) an "account status report" reflecting the status of all
accounts in an "actual" versus "projected" (budget) format; (iv) a "balance sheet" reflecting the
financial condition of the Association on an unaudited basis; and (v) a "delinquency report"
listing all Owners who are delinquent in paying Assessments and describing the status of any
actions to collect such Assessments.
Section 9.5. Limitations. The Board of Directors may employ a Managing Agent to
serve at the pleasure of the Board of Directors. Any contract with the Managing Agent must
provide that it may be terminated, without payment of a termination fee, without cause on no
more than sixty (60) days written notice and with cause on no more than two (2) days written
notice.
Section 9.6. Failure to Employ. Should the Board of Directors determine not to retain a
"Managing Agent," the President or such other Member as the Board may designate shall have
the authority to perform the duties of "Managing Agent" as herein specified, provided no
compensation shall be paid to such Member or officer.
Section 9.7.
Fidelity Bond.
The Managing Agent shall, at the expense of the
Association, maintain a fidelity bond related to the fulfillment of the duties of the Managing
Agent.
ARTICLE X
OFFICERS
Section 10.1. Designation and Duties of Officers. The principal officers of the
CHARLESTON\197031 v4
14
Association shall be the President (who shall also serve as Chairman of the Board of Directors),
the Vice President, the Secretary and the Treasurer, all of whom shall be elected by the Board of
Directors. The Board of Directors may appoint an assistant treasurer, an assistant secretary and
such other officers as in its judgment may be necessary. The President and Vice President shall
be Members and shall also be Members of the Board of Directors. Any other officers may, but
need not, be Members or Directors. Each officer shall perform such duties as are normally
associated with such office in parliamentary organizations, except to the extent (if any)
inconsistent with the Condominium Documents, and shall perform such other duties as may be
assigned to such office by resolution of the Board of Directors. If any officer is unable for any
reason to perform the duties ofthe office, the President (or the Board of Directors if the President
fails to do so) may appoint another qualified person to act in such officer's stead on an interim
basis.
Section 10.2. Election of Officers. The officers of the Association shall be elected
annually by the Board of Directors at the organizational meeting of each new Board and shall
hold office at the pleasure of the Board. No officer may hold more than one position; provided,
however, the Board may elect to allow one person hold the offices of Secretary and Treasurer.
Except for death, resignation or removal, the officers shall hold office until their respective
successors shall have been elected by the Board, qualified and taken office.
Section 10.3. Removal or Resignation of Officers. Upon the affirmative vote of a
majority of the members of the Board of Directors any officer may be removed, either with or
without cause, and a successor may be elected at any regular meeting of the Board or at any
special meeting of the Board called for such purpose. Any officer may resign by delivering
written notice to the Board of Directors. Unless otherwise specified, such resignation shall take
effect upon the receipt thereof, and acceptance of such resignation shall not be necessary to make
it effective.
Section 10.4. Vacancies. A vacancy in any office may be filled by appointment by the
Board of Directors. The person appointed to fill a vacancy shall serve for the remainder of the
term of the officer such person replaces.
Section 10.5. President. Except for those duties delegated to the Managing Agent, the
President shall be the chief executive officer of the Association, preside at all meetings of the
Association and of the Board of Directors and have general and active direction of the business
CHARLESTON\197031v4
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of the Association subject to the control of the Board. The President shall also see that all orders
and resolutions of the Board are carried into effect and, in general, perfonn all the duties incident
to the office of President.
Section 10.6. Vice President. The Vice President shall take the place of the President
and perfonn the duties of the President whenever the Managing Agent or President shall be
absent or unable to act. If neither the Managing Agent or President nor the Vice President is able
to act, the Board of Directors shall appoint some other officer or director to act in their place, on
an interim basis. The Vice President shall also perfonn such other duties as shall from time to
time be imposed by the Board of Directors or by the President.
Section 10.7. Secretary. The Secretary shall keep the minutes of all meetings of the
Association and of the Board of Directors, but such duties, or any portion thereof, may also be
delegated to the Managing Agent. Either party shall have charge of such books and papers as the
Board may direct, give or cause to be given all notices required to be given by the Association,
maintain a register setting forth the place to which all notices to Unit Owners and Mortgagees
hereunder shall be delivered, and, in general, perfonn all the duties incident to the office of
Secretary.
Section 10.8. Treasurer. The Treasurer shall (together with the Managing Agent), be
responsible for Association funds and securities and keep full and accurate financial records and
books of account showing all receipts and disbursements. The Treasurer shall also prepare all
required financial data, deposit all monies and other valuable effects in the name of the
Association in such depositories as may from time to time be designated by the Board and, in
general, perfonn all the duties incident to the office of Treasurer.
ARTICLE XI
COMMITTEES
Section 11.1!. Committees. The Board of Directors may create and abolish from time to
time such committees consisting of two (2) or more Members as the Board may deem
appropriate to aid in the administration of the affairs of the Association. Such committees shall
have the powers and duties fixed by resolution of the Board from time to time which shall not be
inconsistent with the Condominium Documents. The Board shall appoint the chair of each
CHARLESTON\197031 v4
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committee, and may either appoint the other members thereof or leave such appointment to the
committee chair.
Section 11.2.
Action by Committee Without Meeting.
Any action required or
permitted to be taken at a meeting of a committee may be taken without a meeting if consent in
writing, setting forth the action taken, and shall be signed by all of the members of the committee
either before or after such action. Any such written consent shall have the same force and effect
as a unanimous vote and shall be filed with the minutes of the committees.
Section 11.3. Participation In Committee Meeting By Telephone. Any member of
committee established by the Board may participate in a meeting of the committee by means of
conference telephone or other similar communication equipment, by which all parties
participating in the meeting can hear each other A party that participates in a committee meeting
by conference telephone or other similar communication equipment pursuant to this Section shall
be considered as present at such meeting for quorum and all other purposes; provided, however,
the minutes of the committee meeting shall reflect the name(s) of the parties that participated in
the meeting by conference telephone or other similar communication equipment.
ARTICLE XII
FIDUCIARY DUTIES
Section 12.1. Execution of Documents. Unless otherwise provided in the resolution of
the Board of Directors, all agreements, contracts, checks and other instruments of the
Association for expenditures or obligations may be executed by any person designated by the
Board of Directors, including the Managing Agent.
Section 12.2. Conflicts of Interest.
(a) Rule and Exceptions.
Each Director or officer shall exercise such Director's or
officer's powers and duties in good faith and in the best interests of the Association. With the
exception of contracts and transactions with the Declarant or with a Managing Agent, there shall
be no contract or other transaction between the Association and any of its Directors or officers,
or between the Association and any corporation, firm or association in which any of the
Directors or officers of the Association are directors or officers, or are pecuniarily or otherwise
interested. Any such contract or transaction, except those permitted by the terms of the Master
CHARLESTON\197031 v4
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Deed or these By-Laws with the Declarant or Managing Agent, shall be void or voidable at the
option of the Board. The material facts of the transaction and the common interest shall be
disclosed or made known to the Board of Directors or a majority thereof, except such with the
Declarant, as to which there shall be no disclosure requirement.
(b) Vote Not Counted.' Any common or interested Directors or officer may be counted
in determining the presence of a quorum of any meeting of the Board of Directors, a committee
thereof or the Unit Owners which authorizes, approves or ratifies any contract or transaction, but
such Director's vote shall not be counted with respect to any matter as to which such Director
would have a conflict of interest. Such Director may vote, however, at the meeting to authorize
any other contract or transaction.
Section 12.3. Liability and Indemnification.
(a) No Personal Liability. The Directors, officers and Declarant shall not be liable to the
Association or any Unit Owner for any mistake of judgment, negligence or otherwise, except for
their own individual willful misconduct or bad faith.
Directors and officers shall have no
personal liability with respect to any contract made by them on behalf of the Association unless
contrary to the Master Deed, the Act or any other provisions in these Bylaws. No Unit Owner
shall be liable for the contract or tort liability of the Association by reason of membership
therein. Every agreement made by the Board of Directors, the officers or the Managing Agent
on behalf of the Association shall, if obtainable, provide that the Directors, officers or the
Managing Agent, as the case may be, are acting only as agents for the Association and shall have
no personal liability thereunder.
(b) Indemnification. The Association shall hold harmless and indemnify the Declarant,
Directors, officers and members of any committee of the Association, except for the bad faith
discharge of their duties.
(c)
Directors and Officers Liability Insurance.
The Association shall purchase and
maintain insurance on behalf of any person who is or was a Director, officer or member of any
committee against any liability asserted against such person and incurred by such person in any
such capacity or arising out of such person's status as such, whether or not the Association would
have the power to indemnify such person against such liability under the provisions of this
section. Further, the availability of the Association's indemnity shall not relieve any insurer of
any liability under an insurance policy held by the Association.
CHARLESTON\197031v4
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Section 12.4. Liability of the Association. The Association shall not be liable for any
failure of water supply or other utilities or services to be obtained by the Association or paid for
as a Common Expense, or for personal injury or property damage caused by the elements or by
any Member or its tenants, agents, servants, employees, guests, invitees or any other Occupant of
such Unit or any other person using the Condominium's facilities, or resulting from electricity or
water which may leak or flow from or over any portion of the Property or from any pipe, drain,
conduit, appliance or equipment. The Association shall not be liable to any Member and its
tenants, agents, servants, employees, guests, invitees and any other Occupant of such Unit for
loss or damage, by theft or otherwise, of articles which may be stored upon any of the Property.
No diminution, offset or abatement of any Assessments shall be claimed or allowed for
inconvenience or discomfort arising from the making of repairs or improvements to the Common
Elements by the Association or from any action taken by the Association to comply with any law
or ordinance, or with the order or directive of any governmental authority. This section is not
intended, nor shall it be construed, to relieve any insurer of its contractual obligations under any
policy benefiting the Association andlor its Members.
Section 12.5. Compensation of Directors and Officers.
No salary or other
compensation shall be paid by the Association to any Director or officer of the Association for
serving or acting as such, but this shall not preclude the payment of salary or other compensation
for the performance by such Director or officer of other services to the Association, nor shall it
preclude the reimbursement of reasonable, ordinary and necessary expenses incurred in serving
or acting as a Director or officer.
ARTICLE XIII
BOOKS AND RECORDS
Section 13.1. Maintenance. The Association shall keep books and records as may be
required by the Act and any federal or state law or governmental agency. All books and records
shall be kept in accordance with generally accepted accounting principles, and the same shall be
audited at least once a year by an auditor retained by the Board of Directors, who shall not be a
Director or an officer of the Association, or a Member, or an employee, agent, affiliate or
CHARLESTON\197031 v4
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subsidiary of any such Director, officer or Member. The cost of such audit shall be a Common
Expense.
Section 13 .2. Availability. The books and records of the Association shall be available
for examination by Members, their attorneys, accountants, mortgagees and authorized agents
during general business hours on business days at the times and in the manner established by the
Board of Directors for the general knowledge of the Members in accordance with applicable law.
The list of Members required by Section 6.9 hereof shall be available for inspection for a period
of seven (7) days prior to any meeting and at the meeting. Any Mortgagee or its representatives
shall have the right to examine the books and records of the Association on the same terms and
conditions as a Member, provided such Member authorizes the same. The Board of Directors
may fix from time to time a reasonable charge to cover the direct and indirect costs of providing
any documents to a Member or a Mortgagee.
Section 13.3. Accounting Report. Within ninety (90) days after the end of each fiscal
year, the Board of Directors shall make available to all Members, and to each Mortgagee
requesting the same in writing, an itemized accounting of the Common Expenses for such fiscal
year actually incurred and paid, together with a tabulation of the amounts collected pursuant to
budgets adopted by the Board of Directors for such fiscal year, and showing the net amount over
or short of the actual expenditures, plus reserves.
ARTICLE XIV
FISCAL MANAGEMENT
The making and collection of Assessments against Members for Common Expenses shall
be pursuant to the following provisions:
Section 14.1 Assessments. The Association shall assess each Member, including the
Declarant, for such Member's proportionate share of the Common Expenses, such share being
the same as the undivided share of such Unit Owner in the Common Elements appurtenant to its
Unit specified in Exhibit "D" to the Master Deed, subject, however, to adjustment in accordance
with the terms of the Master Deed and these By-Laws. All Assessments shall be made and
collected in the manner hereinafter provided.
CHARLESTON\197031 v4
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Section 14.2 Accounts. The funds and expenditures of the Association shall be credited
and charged according to good accounting practices to accounts under the following
classifications or combinations thereof, as shall be appropriate, all of which expenditures shall be
Common Expenses unless otherwise provided:
(a)
Current expenses, which shall include all funds and expenditures to be made
within the year for which the funds are budgeted, including a reasonable
allowance for contingencies and working funds, except expenditures chargeable
to reserves, to additional improvements or to operations. The balance in this fund
at the end of each year may be applied to reduce the Assessments for current
expense for the succeeding year.
(b)
Reserve for deferred maintenance, if any, which shall include funds for
maintenance items which occur less frequently than annually, the amount of
which reserve shall be determined by the Board of Directors of the Association.
Any funds held in this account shall be held by the Association in a fiduciary
capacity for the benefit of the Members for such purpose.
( c)
Reserve for replacement, if any, which shall include funds for repau or
replacement required because of damage, depreciation or obsolescence, the
amount of which reserve shall be determined by the Board of Directors of the
Association. Any funds held in this account shall be held by the Association in a
fiduciary capacity for the benefit of the Members for such purpose.
(d)
Reserve for additional improvements, if any, which shall include the funds to be
used for capital expenditures for additional improvements or additional personal
property which will be part of the Common Elements, the amount of which
reserve shall be determined by the Board of Directors of the Association;
provided however, that no item for this account shall be budgeted without the
approval of the Members in the manner elsewhere provided for alteration or
further improvement of the Common Elements.
Section 14.3
Budget. Copies of the proposed budget and Assessments adopted by the
Board of Directors shall be transmitted to each Unit Owner with the notice of the annual
Members' meeting held prior to the year for which the budget is made. If the proposed budget
adopted by the Board for current expenses, as described in Section 14.2(a), is more than ten
CHARLESTON\197031v4
21
percent (10%) greater than the budget for current
~xpenses
for the previous fiscal year, the
proposed budget must also be approved by the Members collectively owning at least sixty-seven
percent (67%) of the Common Elements of the Condominium. Furthermore, the amount of each
reserve category or account in the annual budget adopted by the Board shall be subject to the
limitations described in subsections (a), (b), (c) and (d) below. The Association shall adopt a
budget for each fiscal year which shall include the estimated funds required to defray the
Common Expenses and to provide and maintain funds for current expenses. In the event any
required Member approval of a proposed budget cannot be obtained, the previous year's budget
shall control until such time as approval can be obtained from the Members.
The budget adopted for each fiscal year shall include funds for expenses of that year and
reserves according to good accounting practices as follows:
(a)
Current expenses as described in Section 14.2(a);
(b)
Reserve for deferred maintenance, if any, the amount for which shall not exceed
110% of the budget for this account for the prior year, after the first year such reserve is
established;
(c)
Reserve for replacement, if any, the amount for which shall not exceed 110% of
the budget for this account for the prior year, after the first year such a reserve is established; and
(d)
Reserve for additional improvements, if any; provided, however, that no item for
this account shall be budgeted without the approval of the Members in the manner elsewhere
provided for alteration or further improvement of the Common Elements.
The Board shall not be required to include a provision funding each of the above
described reserve categories or accounts in its budget. Notwithstanding the foregoing, the
amount budgeted for current expenses, reserve for deferred maintenance and reserve for
replacement may be increased over the foregoing limitations when approved by Members
collectively owning at least sixty-seven (67%) of the Common Elements of the Condominium.
Section 14.4
(a)
Assessment Procedure.
Annual installments. Assessments against the Members for their shares of the
items of the budget shall be made for the fiscal year annually in advance no less than thirty (30)
days prior to first ( 1st) day of the fiscal year for which the Assessments are made.
Such
Assessments shall be due in twelve (12) equal monthly installments on the first day of each
month for the year for which the Assessments are being made. The Board shall have the
CHARLESTON\197031v4
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authority to adjust the payment dates of the Assessments as it shall deem appropriate and may
elect, upon no less than ten (10) days prior written notice to the Members, to change from
monthly to quarterly payments. If an annual Assessment is not made as required, an Assessment
shall be presumed to have been made in the amount of the last prior Assessment and payments
thereon shall be due upon each installment payment date until changed by an amended
Assessment or properly approved Assessment. In the event the annual Assessment proves to be
insufficient, the budget and Assessments may be amended at any time by the Board of Directors
of the Association provided that the accounts of the amended budget do not exceed the
limitations thereon for that year. Any account which does exceed such limitation shall be subject
to approval of the Members heretofore required.
(b)
Acceleration of Assessment installments upon default. If a Member shall be in
default in the payment of any Assessment installment, the Directors may elect to accelerate the
remaining installments of the Assessment upon notice thereof to the Member, and thereupon the
unpaid balance of the Assessment shall come due upon the date stated in the notice, which date
shall not be less than ten (10) days after delivery thereof to the Member, or not less than twenty
(20) days after the mailing of such notice to the Member by either registered or certified mail or
via courier service for next business day delivery, whichever shall first occur.
(c)
Assessments for emergencies. Assessments for emergency Common Expenses
which cannot be paid from the annual Assessments for Common Expenses shall be made only
after notice of the need therefor to the Members. After such notice and upon approval in writing
by a Majority of the Members owning the Units concerned, the Assessment shall become
effective, and it shall be due after thirty (30) days' notice thereof in such manner as the Board of
Directors of the Association shall require.
(d)
Initial Assessments. The Declarant, as the agent of the Board of Directors, will
collect from each initial Member at the time of the closing of the initial sale of a Unit by the
Declarant the following portion of the first annual Assessment: one (1) month's Assessment
installment or if the closing is held on a day other than the first day of a month, the pro rata
portion of the monthly Assessment installment from the closing date thereof until the end of the
month in which the closing occurs. The Declarant will deliver the funds so collected to the Board
of Directors for deposit into the operating account of the Association. Such funds may be used
CHARLESTON\197031 v4
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for certain prepaid items, supplies, organizational costs and other start-up costs, and for such
other purposes as the Board of Directors may determine.
Section 14.5
(a)
Working Capital Contributions; Transfer Fee.
An initial working capital fund (the "Working Capital Fund") for the Association
shall be established in an amount that is at least equal to two (2) months of the annual Common
Expense Assessment for each Unit in the Condominium. At the closing of the initial sale of each
Unit by the Declarant, the Declarant shall pay the foregoing Working Capital Fund to the
Association. The funds collected for the Working Capital Fund shall be deposited into the
operating account of the Association. The funds contributed by the Declarant to the Working
Capital Fund shall not be credited against current or future Assessments; provided, however, the
Declarant may reimburse itself for any Association expenses that it pre-paid in excess of the
Assessments due from the Declarant as a Unit Owner provided that it sends no less than ten (10)
days prior written notice ofthe proposed reimbursement to each Member and no Member objects
to such reimbursement by sending written notice to the Declarant prior to expiration of the ten
(10) day period.
(b)
Upon the transfer of title to a Unit in the Condominium a capital contribution or
transfer fee equal to the greater of either one- quarter of one percent (.25%) or $200.00, which
shall be due from the purchaser of the Unit to the Association to help defray Association
administrative expenses associated with the transfer of the membership in the Association;
provided, however, such transfer fee shall not be due in connection with the initial transfer of
title to a Unit from the Declarant. Said capital contribution or transfer fee shall be collected at
closing of a sale of a Unit and be due and payable within fifteen (15) days after the date of the
deed transferring title to the Unit. The Board of Directors may elect to use such funds to defray
current expenses or deposit the same in one or more of its reserve funds described in Section
14.3.
Section 14.6
Liability for Assessments. A Member shall be personally liable for all
Assessments coming due while it is the owner of a Unit. The Association shall provide for the
issuance, and shall issue to every prospective purchaser of Unit, or Mortgagee, upon its written
request, a statement of the status of the Assessment account of the seller or mortgagor.
CHARLESTON\197031 v4
24
Section 14.7
(a)
Collection of Assessments.
Late Fee/Interest; Application of payments. Any Assessment or an installment
thereof that is not paid on or before ten (10) days after the date when due shall be considered as
late or delinquent. In such event a late fee (the "Late Fee") shall be due and payable by the
Member to the Association in an amount equal to the greater of either: (i) interest on the
delinquent Assessment at the rate of eighteen percent (18%) per annum until the Assessment and
all accrued interest are paid in full; or (ii) the highest amount permitted by law; provided,
however, such Late Fee shall not be less than Fifty and no/l00ths ($50.00) Dollars per
occurrence.
If any Assessment or an installment thereof remains unpaid for a period of more than
thirty (30) days after the date when due, such delinquent sum shall bear interest from the date
when due until paid in full at an interest rate equal to the lesser of either: (i) eighteen percent
(18%) per annum; or (ii) the highest rate permitted by law.
All payments upon account shall be first applied to the Late Fee, then to interest and then
to the Assessment payment first due. The purpose of the foregoing Late Fee and interest charge
is to offset the anticipated additional expenses that may be incurred by the Association as a result
of non-payment of an Assessment and shall not constitute a penalty.
(b)
Lien. All Assessments against any Member or its Unit (including, but not limited
to, any fines or penalties levied against a Member or its Unit) shall constitute a lien against the
Member's Unit in favor of the Association, as provided by the Act, which lien shall become
effective when a notice claiming such lien has been duly recorded by the Association in the
appropriate office where liens against real property are recorded. Such claim of lien shall state
the description of the Unit, the name of the record owner, the amount due and the date when due.
Such claim of lien shall be signed and verified by an officer or agent of the Association or its
Managing Agent prior to its being recorded; and no such claim of lien shall be made by the
Association unless the Assessment, charge or expense, giving rise to the lien, remains unpaid for
more than ten (10) days after same becomes due. Any such lien may be foreclosed by the
Association in the manner provided by law for the foreclosure of real estate mortgages. The lien
shall secure the payment of all Assessments as described in said claim of lien and, in addition
thereto, shall secure the payment of subsequent Assessments which come due after the filing of
the claim of lien and prior to the satisfaction of such lien by foreclosure or otherwise, including
CHARLESTON\197031v4
25
but not limited to, all late fees, interest thereon at the rate set forth in Section 14.7(a), together
with all· costs and reasonable attorneys' fees incurred by the Association incident to the collection
of such Assessments or the enforcement of such lien.
CHARLESTON\197031 v4
26
(c)
Subordination of Lien; Subsequent Unit Owner. Any lien of the Association
against a Unit will be subordinate to a mortgage on that Unit, provided the mortgage was
recorded before the delinquent Assessment was due the Association; provided, however, said
mortgage shall only be superior to the lien of the Association to the extent that the funds for the
debt secured thereby were advanced as of the date the delinquent Assessment was due the
Association, as provided by applicable law. A lien for any unpaid Assessment and related
charges due the Association will not be affected by the sale or transfer of a Unit, except in the
case of a foreclosure of a mortgage on said Unit, in which case (subject to applicable law), said
foreclosure of a mortgage on a Unit will extinguish the Association's lien for any Assessments
that were due and payable prior to the date of the foreclosure sale; provided, however, the
purchaser of said Unit and any subsequent owner thereof shall not be relieved from paying any
Assessments arising on or after the date of said mortgage foreclosure sale. The right of the
Association to foreclose a lien as aforesaid shall be in addition to any other right or remedy, at
law or in equity, which may be available to it for the collection of any unpaid Assessment or
other charges and expenses, including the right to proceed personally against any delinquent
Member for the recovery of a judgment "in personam". Any personal judgment against any such
delinquent Member may include all unpaid subsequent Assessments which come due after the
institution of such suit and prior to such Order of Judgment, including interest thereon at the
highest rate permitted by law, together with all costs and reasonable attorney's fees incurred by
the Association incident to the collection of such Assessments or other charges due from a
Member.
(d)
Rental pending foreclosure. In any foreclosure of a lien for Assessments, the
Association shall, pending foreclosure, be entitled to the appointment of a receiver who shall
collect a reasonable rental for the use of the Unit subject to the lien, which rental shall be applied
to the obligations of the Member to the Association.
ARTICLE XV
MORTGAGES
15.1
Notice to Association.
A Member who mortgages its Unit shall notify the
Association of the name and address of its Mortgagee unless the Board of Directors elects to
waive such requirement.
CHARLESTON\197031 v4
27
15.2 Notice of Default, Casualty or Condemnation. The Board of Directors when
giving notice to any Member of a default in paying an Assessment or any other default pursuant
to the Condominium Documents, shall simultaneously send a copy of such notice to the
Mortgagee of such Unit, if so requested in writing by the Mortgagee pursuant to Article XVII of
the Master Deed. Each such Mortgagee who makes a written request to the Association pursuant
to Article XVII of the Master Deed shall also be promptly notified of any casualty or
condemnation loss that affects either a material portion of the Condominium or a Unit securing
its mortgage, or, a lapse, cancellation, or material modification of any insurance policy
maintained by the Association.
15.3 Mortgagees' Approvals.
(a)
Two-Thirds Vote. Unless at least sixty-seven percent (67%) of the Mortgagees
and at least sixty-seven percent (67%) of the Members have given their prior written approval,
the Association shall not:
(1)
(except following substantial destruction or condemnation) change any
Unit's Common Element interest except as provided in the Master Deed
and/or the Act;
(2)
(except following substantial destruction or condemnation) partition,
subdivide, abandon, encumber, sell or transfer the Common Elements of
the Condominium (except as provided in the Master Deed and/or the Act);
(3)
(except following substantial destruction or condemnation) by act or
omission withdraw the submission of the Property to the Act, except as
provided by the Master Deed;
(4)
modify the method of allocating distributions of casualty Insurance
proceeds or condemnation awards; or
(5)
use hazard insurance proceeds for losses to the Condominium for any
purpose other than repair replacement or restoration except as otherwise
provided in these By-Laws, the Master Deed and/or the Act.
(b)
Majority Vote. Unless at least fifty-one percent (51 %) of the Mortgagees and at
least sixty-seven percent (67%) of the Members have given their prior written approval, the
Association shall not:
CHARLESTON\197031 v4
28
(1)
following substantial destruction or condemnation, change any Unit's
Common Element interest except as provided in the Master Deed and/or
the Act;
(2)
following substantial destruction or condemnation, by act or omission,
withdraw the submission of the Property to the Act, except as provided by
the Master Deed and/or the Act; and
(3)
add any material provisions of the Condominium Documents which
establish, provide for, govern or regulate any of the following: (i)
subordination of Assessment liens to any mortgage lien against a Unit; or
(ii) any provisions which are for the express benefit of Mortgagees.
(c)
Non-Material Amendments; Presumptive Approval. Any addition or amendment
to the Condominium Documents shall not be considered material if it is for the purpose of
correcting technical errors, or for clarification only. A Mortgagee who is notified of additions or
amendments and who does not deliver or post to the requesting party a negative response within
thirty (30) days after receipt of such notice via certified or registered mail, return receipt
requested, shall be deemed to have approved such request.
15.4 Other Rights of Mortgagees. All Mortgagees or their representatives shall have
the right to attend and to speak at meetings of the Association, but shall have no voting rights
unless expressly provided otherwise in these By-Laws, the Master Deed or the Act. As provided
elsewhere in the Condominium Documents, all such Mortgagees shall have the right to examine
the Condominium Documents, Rules and Regulations and books and records of the
Condominium, to receive any annual reports filed by Declarant or any of the Association's
annual financial reports or other budgetary information.
ARTICLE XVI
NOTICES
Except as specifically provided otherwise in the Condominium Documents, all notices,
demands, bills, statements or other communications made or given pursuant to the Condominium
Documents including, but not limited to, notification of a default or a lien against a Unit, shall be
in writing and shall be deemed to have been duly given, delivered or served in accordance with
the provisions of these By-Laws and the other Condominium Documents: (a) when personally
CHARLESTON\197031 v4
29
delivered to the intended party, or (b) if sent by a nationally recognized courier or delivery
service including, without limitation, Federal Express, United Parcel Service, and Airborne
Express, on the earlier of either the day when received by the intended party or the business day
after the date on when delivered to the courier or delivery service, pre-paid and sent for next day
delivery, or (c) if sent by certified United States mail, return receipt requested, postage prepaid,
on the earlier of either the day when received by the intended party or the third business day after
the date sent, and addressed as follows:
(a) if to a Member, at the address which such Member shall designate in writing and file
with the Secretary or, if no such address is designated, at the address last indicated in the
Association's records; provided, however, if a Unit is owned by more than one Member, each
Member who requests such notice and designates an address in writing to the Secretary shall be
entitled to receive all notices hereunder; or
(b) if to the Association, to the Board of Directors or the Managing Agent, at the
principal offices of the Association or at such other address as shall be designated by notice in
writing to the Members pursuant to this section.
ARTICLE XVII
AMENDMENTS
These By-Laws may be amended in the following manner:
(a)
Notice of the subject matter of a proposed amendment shall be included in the
notice of any meeting at which a proposed amendment is considered.
(b)
A resolution for the adoption of the proposed amendment shall be presented to a
meeting of the Members of the Association. The amendment must be approved by the Members
collectively owning at least Sixty-Seven (67%) of the Common Elements of the Condominium.
(c)
Proviso. Provided, however, that no amendlllent shall discriminate against any
Member nor against any Unit or class or group of Units unless the Members so affected shall
consent in writing. No amendment shall be made which is in conflict with the Act, the Articles
Of Incorporation, the Master Deed or the provisions of these By-Laws.
(d)
Execution and recording.
A copy of each amendment shall be attached to a
certificate certifying that the amendment was duly adopted, which certificate shall be executed
by the officers of the Association with formalities of a deed. The amendment shall be effective
CHARLESTON\197031 v4
30
when such certificate and a copy of the amendment are recorded in the ROD office of Berkeley
County, South Carolina.
ARTICLE XVIII
MISCELLANEOUS
Section 18.1
Severability. The provisions of these By-Laws are severable so that if
any provision, condition, covenant or restriction thereof shall be invalid or void under any
applicable federal, state or local law, the remainder shall be unaffected thereby. In the event that
any provision, condition, covenant or restriction thereof is, at the time of the adoption of these
By-Laws void, voidable or unenforceable as being contrary to any applicable federal, state or
local law, the Declarant, its successors and assigns, and all persons claiming by, through, or
under the Declarant, covenants and agrees that any future amendments or supplements to the said
laws having the effect of removing said invalidity, voidability or unenforceability, shall be
deemed to apply retroactively to these By-Laws thereby operating to validate the provisions of
these By-Laws which otherwise might be invalid; and it is further covenanted and agreed that
any such amendments and supplements to the said laws shall have the effect herein declared as
fully as if they had been in effect at the time ofthe adoption ofthese By-Laws.
Section 18.2
Captions. Captions or titles in these By-Laws are inserted as a matter of
convenience and for reference only, and in no way define, limit, extend or describe the scope of
these By-Laws or the intent of any provision hereof
Section 18.3 Singular or Plural and Gender. Whenever the context so requires, the
use of the singular shall include the plural, the plural shall include the singular and the use of any
gender shall be deemed to include all genders. The provisions of these By-Laws shall be
liberally construed to effectuate its purposes.
Section 18.4 Time. TIME IS OF THE ESSENCE as to all periods of time and
deadlines in these By-Laws.
Section 18.5
Interpretation Presumption. In the event of a dispute concerning the
interpretation of these By-Laws, or any portion thereof, the Association and each Member
hereby waives the doctrine that an ambiguity should be interpreted against the party who drafted
the document or applicable provision therein.
CHARLESTON\197031 v4
31
CERTIFICATION
The undersigned does hereby certify:
(a)
I am the duly elected acting Vice-President and a Director of Otranto Station
Condominium Owners Association, Inc.; and
(b) The foregoing Bylaws of said
Board of Directors thereof, held on the
IN WITNESS
the Association
~EREOF,
thi~
day of
A~ciation
;2(;,
wire duly adopted at a meeting of the
day of J)
Ua..~br-
,2005.
I have hereunto subscribed my name and affixed the seal of
,2005.
IJ&~V""
OTRANTO STATION CONDOMINIDM
ASSOCIATION, INC.
BY:~¢
James J. Kerr
ITS: Acting Vice-President and Director
STATE OF SOUTH CAROLINA
)
)
COUNTY OF CHARLESTON
On
thisc2/~{i day
ACKNOWLEDGEMENT
)
of
~c:.t--t!!-~&""
2005, before me personally appeared
OTRANTO STATION CONDOMINIDM ASSOCIATION, INC, by James J. Kerr, its Acting
Vice-President and Director, sign, seal, and as its act and deed, deliver the within-written ByLaws for the uses and purposes therein mentioned, to me known to be the individual described
herein who executed t e foregoing By-Laws and acknowledged that he executed the same.
HCAROLINA
My Commission expires:
CHARLESTON\197031 v4
1-1? -UJot
32