BY-LAWS

THE HOTEL ON THE CAY TIME-SHARING ASSOCIATION, INC.

(A Corporation Not for Profit)

• 1. IDENTITY. These are the By-Laws of THE HOTEL ON THE CAY TIME-SHARING ASSOCIATION, INC., a corporation not for profit of the United States Virgin Islands, the Declaration of Partial Leasehold Ownership Plan, (the “Declaration”) for which was filed in the office of the Recorder of Deeds for St. Croix on the ______ day of February, 1980. The principal office and the mailing address of the Association shall be at The Protestant Cay, Christiansted, St.Croix, United States Virgin Islands 00822.
• 2. PURPOSES. THE HOTEL ON THE CAY TIME-SHARING ASSOCIATION, INC., hereinafter called “Association”, has been organized for the purpose of administering the operation and management of a time-share project established in accordance with the Condominium Act of the U.S. Virgin Islands by Oliver Plunkett, called “DECLARANT”, upon land described in said Declaration.
• 3. PROVISIONS.
  • A. The provisions of these By-Laws are applicable to said time-sharing vacation ownership plan and the terms and provisions hereof are expressly subject to the effect of the terms, provisions, conditions and authorizations contained in said Declaration. The terms and provisions of said declaration are to be controlling whenever the same may be in conflict herewith.
  • B. All present or future owners, tenants, or any other person that might use said time-share premises or any of the facilities thereof in any manner are subject to the regulations set forth in these By-Laws and in said Declaration.
  • C. The mere acquisition of a time-share estate in the Time-Sharing Vacation Ownership plan or the mere act of occupancy of any of the apartment units will signify that these By-Laws and the provisions of the Declaration are accepted, ratified and will be complied with.
  • D. The fiscal year of the Association shall be determined by the Board of Directors.
• 4. MEMBERSHIP, VOTING, QUORUM, PROXIES AND NOTICE.
  • A. The qualification of members, the manner of their admission to membership and termination of such membership, and voting of members shall be as set forth in Paragraph 5 of the Declaration.
  • B. A quorum at member’s meetings shall consist of persons entitled to cast a majority of the votes of the entire membership. Joinder of a member in the action of a meeting by signing or otherwise concurring in the minutes thereof shall constitute the presence of such person for the purpose of determining a quorum.
  • C. The vote of the owners of a time-share estate owned by more than one person, or by a corporation , or other entity shall be cast by the person named in the written notice, signed by all of the owners of the time-share estate, filed with the Secretary of the Association. Such written notice shall be valid until revoked by subsequent written notice. If such written notice is not on file or not produced at the meeting, the vote of such owners shall not be considered in determining the requirement for a quorum, nor for any other purpose.
  • D. Any unit-week owned by the Association shall not be entitled to vote as a member, or be considered in determining the requirement for a quorum.
  • E. Votes may be cast in person or by proxy. Proxies shall be valid only for the particular meeting designed thereon, and must be filed with the Secretary before the appointed time of the meeting. Votes of unit owners may be split.
  • F. Approval or disapproval of a unit owner upon any matters, whether or not the subject of an Association meeting, shall be by the same person who would cast the vote of such owner if in an Association meeting.
  • G. Except where otherwise required under the provisions of these By-Laws, the Declaration,or where the same may otherwise be required by law, the affirmative vote of the owners of a majority of the unit-weeks represented at any duly called members’ meeting at which a quorum is present will be binding upon the members.
• 5. ANNUAL AND SPECIAL MEETING OF MEMBERSHIP.
  • A. The first annual members’ meeting shall be held within one year from the date of recording the Declaration and beginning with the year 2002 the annual meeting will be held on the first Friday in June (Approved at Special Meeting, October 20, 2000). The purpose of each annual meeting shall be for the election of the members of the Board of Directors of the Association and the transaction of such other business as may come before the meeting.
  • B. Special members’ meetings shall be held whenever called by the President, Vice-President, or by a majority of the Board of Directors and must be called by the officers upon receipt of a written request from members owning a majority of unit-weeks. No business shall be transacted at a special meeting except as stated in the notice, unless by consent of four-fifths (4/5ths) of the votes present, either in person or by proxy.
  • C. Notice of all members’ meetings, regular or special, shall be given by the President, Vice-President, Secretary or Treasurer of the Association to each member, unless waived in writing. Such notice shall be in writing and shall state the time, place and purpose for which the meeting is called. Such notice shall be given to each member not less than fourteen (14) days nor more than sixty (60) days prior to the date set for such meeting. Such notice shall be mailed or presented personally to each member within said time, and shall be posted in a conspicuous place on the time share property. If presented personally, receipt of such notice shall be signed by the member or officer giving such notice, indicating the date on which notice was received by such member. If mailed, such notice shall be deemed to be properly given when deposited in the United States mail,addressed to the member at his post office address as it appears on the records of the Association, the postage thereon prepaid, which notice need not be sent by certified mail. Proof of such mailing shall be given by the affidavit of the person giving such notice. Any member may, by written waiver of notice signed by such member, waive such notice. Such waiver when filed in the records of the Association, whether before or after the holding of the meeting, shall be deemed equivalent to the giving of such notice to such member. If any members’ meeting cannot be organized because a quorum of attendance may be required as set forth in these By-Laws, or the Declaration, the members who are present, either in person or by proxy, may adjourn the meeting from time to time until a quorum or the required percentage of attendance, if greater than a quorum, is present.
  • D. At meetings of membership, the President, or in his absence, the Vice-President, shall preside, or in the absence of both, the membership shall elect a Chairman.
  • E. The order of business at annual members’ meetings shall be:
    • (1) Calling the roll and certifying of proxies.
    • (2) Proof of notice of meeting or waiver of notice.
    • (3) Reading of Minutes.
    • (4) Reports of Officers.
    • (5) Reports of Committees.
    • (6) Appointment of Chairman of Inspectors of Elections.
    • (7) Election of the Members of the Board of Directors.
    • (8) Unfinished Business.
    • (9) New Business.
    • (10) Adjournment.
  • F. Meetings of the Association shall be held at the principal office of the Association, or such other suitable place convenient to the owners as may be designated by the Board of Directors.
• 6. BOARD OF DIRECTORS.
  • A. When owners of unit-weeks, other than the Declarant, own fifteen (15) percent or more of the unit-weeks that will be operated ultimately by the Association, the unit owners, other than the Declarant, shall be entitled to elect not less than one-third (1/3) of the members of the Board of directors, hereinafter called “BOARD MEMBERS”. Unit owners, other than Declarant, shall be entitled to elect not less than a majority of the members of the Board of Directors of the Association three years after sales by the Declarant have been closed on fifty (50) percent of the units that will be operated ultimately by the Association, or three months after sales have been closed by the Declarant on ninety (90) percent of the units that will be operated ultimately by the Association, or when some of the units have been conveyed to purchasers and none of the others are being offered for sale by the Declarant in the ordinary course of business, whichever shall first occur. The Declarant shall be entitled to elect at least one member of the Board of Directors of the Association so long as the Declarant holds for sale in the ordinary course of business at least two (2) percent of the time-share units in the time-sharing vacation ownership plan.
  • B. Within sixty (60) days after unit owners, other than the Declarant, are entitled to elect a member of the Board of Directors of the Association, the Association shall call and give not less than thirty (30) days nor more than forty (40) days notice of a meting of the unit owners for this purpose. Such meeting may be called, and the notice given by any unit owner if the Association fails to do so.
  • C. The Board of Directors shall consist of seven members, each elected for a three-year term except in 2001 there will be two directors elected for a one-year term, two directors elected for two-year terms, and three directors elected for three-year terms. Thereafter replacement directors will each be elected for a three-year term starting in the year 2002 with two directors elected for three year terms; in 2003 two directors elected for three-year terms and in 2004 three directors elected for three-year terms. After that the three-year term sequence will continue. (Approved at Special Meeting, October 20, 2000)
  • D. Board members may be removed with or without cause by an affirmative vote of the members owning in excess of fifty (50) percent of the units in the ownership plan at a special meeting called for such purpose.
  • E. Election of Board Members shall be conducted in the following manner:
    • (1) Each member of the Board shall be elected by a majority of the votes cast at the Annual Meeting of the members of the Association.
    • (2) Unexpired term vacancies will be filled by a majority vote of the remaining directors until the next Annual Meeting at which time the membership will vote to fill the unexpired terms. (Special Meeting, October 20, 2000)
  • F. The organization meeting of a newly elected Board shall be held within ten (10) days of their election, at such time and at such place as shall be fixed by the Board Members at the meeting at which they were elected; and no further notice of the organization meeting shall be necessary provided a quorum shall be present.
  • G. The officers of the Association shall be elected annually by the Board, at the organization meeting of each new Board, and shall hold office at the pleasure of the Board.
  • H. Upon an affirmative vote of a majority of the members of the Board, any officer may be removed, either with or without cause, and his successor elected at any regular meeting of the Board, or any special meeting of the Board called for such purpose.
  • I. Regular meetings of the Board may be held at such time and place as shall be determined from time to time by a majority of the Board Members, but at least four (4) quarterly meetings shall be held during each calendar year. Notice of regular meetings shall be given to each Board member, personally, or by mail, telephone, or telegram, at least ten (10) days prior to the day named for such meeting, unless notice is waived.
  • J. Special meetings of the Board Members may be called by the President, and must be called by the Secretary at the written request of two (2) Board Members. Not less than three (3)days notice of a meeting shall be given to each Board Member, personally, or by mail, telephone, or telegram, which notice shall state the time, place and purpose of the meeting.
  • K. Meetings of the Board shall be open to all unit owners, and notices of meetings shall be posted conspicuously forty-eight (48) hours in advance for the attention of unit owners, except in an emergency.
  • L. Any Board Member may waive notice of a meeting before or after the meeting. Such waiver shall be deemed equivalent to the giving of notice. Attendance by a Board Member at any meeting of the Board shall be waiver of notice by him of the time and place thereof. If all the Board members are present at any meeting of the Board, no notice shall be required and any business may be transacted at such meeting.
  • M. A quorum at a Board Meeting shall consist of the Board Members entitled to cast a majority of the votes of the entire Board. The acts of the Board approved by a majority of the votes present at the meeting at which a quorum is present shall constitute the acts of the Board, except as specifically otherwise provided in the By-Laws or Declaration. If any Board Meeting cannot be organized because a quorum has not attended, or because the greater number of Board Members required to constitute a quorum for particular purposes have not attended, Board Members who are present may adjourn the meeting from time to time until a quorum, or required percentage of attendance if greater than a quorum, is present. At any adjourned meeting, any business which might have been transacted at the meeting, any business which might have been transacted at the meeting as originally called, may be transacted without further notice. The joinder of a Board Member is the action of the meeting by signing or otherwise concurring in the minutes thereof shall constitute the presence of such Board Members for the purpose of determining a quorum.
  • N. The presiding officer at Board meetings shall be the President. In the absence of the president, the Vice-President shall preside.
  • O. Board Members’ fees, if any, shall be determined a duly constituted meeting of the members of the Association.
  • P. All the powers, duties and authority of the Association shall be exercised by the Board, including those powers existing under the common law and statutes, these By-Laws and the Declaration and shall include without limiting the generality of the foregoing, the following:
    • (1) To make, levy and collect assessments against members and members’ units to defray the costs of the leasehold property, and to use the proceeds of said assessments in the exercise of the powers and duties granted unto the Association.
    • (2) To maintain, repair, replace, operate, and manage the leasehold property wherever the same is required to be done and accomplished by the Association for the benefit of its members.
    • (3) To reconstruct improvements after casualty, and to make further improvements to the property, real and personal.
    • (4) To make and amend regulations governing the use of the property real and personal, in the leasehold property, so long as such regulations or amendments thereto do not conflict with the restrictions and limitations which may be placed upon the use of such property under the terms of the Declaration.
    • (5) To approve or disapprove proposed purchasers and lessees of units in the manner specified in the Declaration.
    • (6) To acquire, operate, lease, mortgage, manage and otherwise trade and deal with property, real and personal, including units in the leasehold property as may be necessary or convenient in operating and managing the leasehold property, and in accomplishing the purpose set forth in the Declaration.
    • (7) To make contracts and incur liabilities in connection with the operation of the leasehold property and to contract for the management of the leasehold property, and to delegate to such contractor all of the powers and duties of the Association, except those which may be required by the Declaration to have approval by the Board or membership of the Association.
    • (8) To enforce by legal means the provisions of the By-Laws, the Declaration, and any regulations hereafter promulgated governing the use of the property in the time-share premises.
    • (9) To pay all taxes and assessments which are liens against any part of the leasehold property, other than units and the appurtenances thereto, and to assess the same against the members and their respective units subject to such liens.
    • (10) To carry insurance for the protection of the members and the Association against casualty and liability.
    • (11) To pay all costs of power, water, sewer and other utility services rendered to the leasehold property and not billed to the owners of the separate unit.
    • (12) To initiate actions to collect unpaid assessments against owners personally obligated to pay same and to enforce and file liens against delinquent units or unit owners. (Approved June 7, 2002)
  • Q. The undertaking and contracts authorized by the said first Board shall be binding upon the Association in the same manner as though such undertakings and contracts had been authorized by the first Board duly elected by the membership.
• 7. OFFICERS.
  • A. The principal officers of the Association shall be a President, Vice-President, Secretary and a Treasurer. The President shall be elected from among the membership of the Board but no other officer needs to be a Board Member. The Board Members may appoint an Assistant secretary, an Assistant Treasurer and such other officers as in their judgment may be necessary.
  • B. The President shall be the chief executive officer of the Association. He shall preside at all meetings of the Association and of the Board. He shall have all of the general powers and duties which are usually vested in the office of the President of an association, including, but not limited to, the power to appoint committees from among the owners, from time to time as he may in his discretion decide is appropriate, to assist in the conduct of the affairs of the Association.
  • C. The Vice-President shall take the place of the President and perform his duties whenever the President shall be absent or unable to act. If neither the President nor the Vice-President is unable to act, the Board shall appoint some other member of the Board to do so on an interim basis.The Vice-President shall also perform such other duties as shall from time to time be imposed upon him by the Board.
  • D. The Secretary shall have custody of, and maintain, all of the corporate records, except the financial records, shall record the minutes of all meetings of the Board and minutes of all meetings of unit owners, and said minutes shall be kept in a business-like manner and be available for inspection by unit owners and Board Members at all reasonable times. The Secretary shall maintain a current roster of names and addresses of all unit owners. The Secretary shall also send out notices of meetings and perform such other duties as may be directed by the Board and the President. He shall have custody of the seal of the Association and shall affix the same to instruments requiring a seal when duly signed.
  • E. The Treasurer shall have custody of all property of the Association, including funds,securities and evidences of indebtedness. He shall keep the books of the Association in accordance with good accounting practice.
  • F. Officer’s Fees, if any, shall be determined at a duly constituted meeting of the members of the Association.
• 8. FISCAL MANAGEMENT. The management of the leasehold property in fiscal matters may be governed by the terms and provisions of any agreements made by the Association for the management and operation of the leasehold property. However, in the event such agreements aren’t made, or if they do not contain provisions for fiscal management, or at the termination of any such agreements, fiscal management will be as set forth in the Declaration, supplemented by the following:
  • A. Accounts. The receipt and expenditures of the Association may be credited and charged to accounts under the following classifications, as shall be appropriate, all of which expenditures will be common expenses:
    • (1) Current Expense, which will include all receipts and expenditures within the year for which the budget is made, including a reasonable allowance for contingencies and working funds, but excepting expenditures chargeable to reserves or to additional improvements. The balance in this fund at the end of each year will be applied to reduce the assessments for current expenses for the succeeding year.
    • (2) Reserve for Deferred Maintenance, which will include funds for maintenance items that occur less frequently than annually.
    • (3) Reserve for Replacement, which will include funds for repair or replacement because of damage, depreciation or obsolescence.
    • (4) Betterments, which will include the funds to be used for capital expenditures for additional improvements or additional personal property that will be part of the common elements.
  • B. Budget. The Board will adopt a combined budget annually, which shall be for each calendar year, unless the Board elects a different fiscal year basis. The budget will include the estimated funds required to defray the common expenses and to provide and maintain funds for the foregoing accounts, and reserves according to good accounting practices, as follows:
    • (1) Current Expense.
    • (2) Reserve for Deferred Maintenance, the amount for which will not exceed one hundred fifteen (115%) percent of the budget for this account for the prior year.
    • (3) Reserve for Replacement, the amount for which will not exceed one hundred fifteen (115%) percent of the budget for the account for the prior year.
    • (4) Betterments.
    • (5) If a budget is adopted by the Board which requires endorsements against unit owners in any fiscal or calendar year exceeding one hundred fifteen (115%) percent of such assessments for the preceding year, upon written application of ten (10%) percent of the owners of unit-weeks, a special meeting of the unit owners shall be held upon not less than ten (10) days written notice to each unit owner, but within thirty (30) days of the delivery of such application to the Board or any member thereof, at which special meeting unit owners may consider and enact a revision of the budget, or recall any and all Board Members and elect their successors. In either case, the revision of the budget or the recall of any or all Board Members shall require a vote of not less than a majority of the whole number of votes of all unit owners. The Board may, in any event,propose a budget to the unit owners at a meeting of members, or by writing, and if such budget or proposed budget be approved by the unit owners at the meeting, or by a majority of their whole number by a writing, such budget shall not thereafter be re-examined by the unit owners in the manner herein above set forth, nor shall the Board be recalled under the terms of this section. In determining whether assessments exceed one hundred fifteen (115%) percent of similar assessments in prior years, there shall be excluded in the computation any provision for reasonable reserves made by the Board in respect of repair or replacement of the leasehold property, or in respect of anticipated expenses by the time-share association which are not anticipated to be incurred on a regular or annual basis; and there shall be excluded from such computation, assessments for betterments to the leasehold property. Provided, however, that so long as Declarant is in control of the Board, the Board shall not impose an assessment for a year greater than one hundred fifteen (115%) percent of the prior fiscal or calendar year’s assessment without approval of a majority of the unit owners. Further provided, however, that until the Declarant has completed all of the contemplated improvements and closed the sales of all of the units of the leasehold property established by it upon said land, or until it terminates its control of the Association, or until December 31., 1981, whichever shall first occur, the Board may omit from the budget all allowances for contingencies and reserves.
    • (6) A copy of the proposed annual budget of common expenses and proposed assessments shall be mailed to the unit owners not less than thirty (30) days prior to the meeting at which the budget will be considered, together with a written notice of the time and place of such meeting.
  • C. Special Assessments.
    • (1) Related to Maintenance and Up-Keep. When in the judgment of the Board, the leasehold property shall require additions, alterations or improvements in excess of the usual items of maintenance, but which are related to the maintenance and up-keep of the time-share project,such as new carpeting and painting of the building, and the making of such additions, alterations, or improvements shall have been approved by a majority of the unit owners, the Board shall proceed with such additions, alterations or improvements, and shall specially assess all unit owners for the cost thereof as a common expense. Provided, however, no aggregate of said special assessment shall be levied for improvements which exceed 15 (15%) percent of the current, regular annual assessment during the annual assessment year, unless prior written consent is received from not less than seventy-five (75%) percent of the voting members.
    • (2) Not Related to Maintenance and Up-Keep. Special Assessments may be made by the Board from time to time to meet other needs or requirements of the Association in the operation and management of the leasehold property and to provide for emergencies, repairs or replacement sand infrequently recurring items of maintenance. However, a special assessment which is not connected with an actual operation, managerial or maintenance expense of the leasehold property shall not be levied without the prior approval of the owners owing not less than seventy-five (75%) percent of the units in the leasehold property.
    • (3) For Emergencies. Assessments for common expenses of emergencies that cannot be paid from the annual assessments will be made only after notice of the need for such is given to the members. After such notice, and upon approval by not less than seventy-five (75%) percent of the membership of the Association, the assessment will become effective and it will be due after thirty (30) days notice in such manner as the Board may require in the notice of assessment.
    • (4) If the Declarant holds units for sale in the ordinary course of business, none of the following actions may be taken without approval in writing by the Declarant:
      • a. Assessment of the Declarant as a unit owner for capital improvements.
      • b. Any action by the Association that would be detrimental to the sales of units by the Declarant. Provided, however, that an increase in assessments for common expenses without discrimination against the Declarant shall not be deemed to be detrimental to the sales of units.
  • D. Assessments against the unit owners for their shares of the items of the budget will be made for the fiscal year annually in advance for which the assessments were made. Such assessments will be due on the first day of October of the year for which the assessments are made.If an annual assessment is not made as required, an assessment will be presumed to have been made in the amount of the last prior assessment, and will be due upon the payment date until changed by an amended assessment. In the event the annual assessment proves to be insufficient, the budget and assessments may be amended from time to time by the Board if the accounts of the amended budget do not exceed such limitation as would be subject to the approval of the membership of the Association as previously required by these By-Laws, and in accordance with the procedures for the adoption of said amended budget. The unpaid assessment for the remaining portion of the calendar year for which the amended assessment is made will be due within sixty (60) days after notice.
  • E. Association’s Depository. The depository of the Association will be such bank(s) as shall be designated from time to time by the Board Members and in which the monies of the Association will be deposited. Withdrawal of monies from such accounts will be only by checks signed by such persons as are authorized by the Board Members.
  • F. Audit. An audit of the accounts of the Association will be made annually, and a copy of the audit report may be furnished to each member not later than four (4) months after the fiscal year end.
  • G. Fidelity Bonds. Fidelity Bonds may be required for all officers or Board Members who control or disburse funds of the Association. Bonding may be required for any contractor handling or responsible for Association funds. The amount of such bonds shall be determined by the Board members, but shall be at least the amount of the total annual assessments against members for common expenses. The premiums on such bonds shall be paid by the Association.
• 9. PARLIAMENTARY RULES. Robert’s Rules of Order (latest edition) shall govern the conduct of Association procedures when not in conflict with these By-Laws, the Declaration or with the laws of the U.S. Virgin Islands.
• 10. AMENDMENTS TO BY-LAWS. Amendments to these By-Laws shall be proposed and adopted in the following manner:
  • A. Amendments to these By-Laws may be proposed by the Board of Directors of the association acting upon the vote of the majority of the Board Members, or by a majority of the members of the Association whether meeting as members or by instrument of writing signed by them.
  • B. Proposed amendments shall be transmitted to the President of the Association who shall thereupon call a special meeting of the members for a date not sooner than fourteen (14) days nor later than sixty (60) days from receipt by such officer of the proposed amendment. It shall be the duty of the Secretary of the Association to give each member written notice of such meeting pursuant to paragraph 5.C. hereof.
  • C. In order for such amendment to become effective, the same must be approved by an affirmative vote of the members owning not less than two-thirds (2/3rds) of the unit-weeks in the time-share estate. Thereupon, such amendment to these By-Laws shall be transcribed, certified by the President and Secretary of the Association, and a copy thereof shall be recorded in the Recorder of Deeds for St. Croix, within ten (10) days from the date on which any amendment has been affirmatively approved by the members.
  • D. At any meeting held to consider such amendment to the By-Laws, the written vote of any member of the Association shall be recognized if such member is not in attendance at such meeting or repress thereat by proxy provided such written note is delivered to the Secretary of the association at or prior to such meeting.
• 11. CONFLICTS. These By-Laws are set forth to comply with the requirements of the Condominium Act. In case there is any conflict between the provisions of these By-Laws, the Act or the Declaration, the following shall apply: The provisions of the Act control over the provisions of the By-Laws or the Declaration. The provisions of the Declaration control over the provisions of the By-Laws.

The undersigned, being the Secretary of The Hotel on the Cay Condominium Association,Inc., a corporation not for profit under the law of the U.S. Virgin Islands, does hereby certify that the foregoing By-Laws were adopted as the By-Laws of the said Association at a meeting held for such purpose on the _____ day of _________, 1979.