Coach 2013 Annual Report Download - page 291

Section 2.4 Affiliate Transactions.
(a) The Board of Managers shall not enter into any contractual relationship with any Person which is affiliated with any
member of the Board of Managers, any Unit Owner, any Affiliate of a Unit Owner or any other Occupant of the Building or any portion thereof, unless such
contract is on commercially reasonable terms which are comparable to an arms-length transaction. Any contract entered into by the Board of Managers or the
Managing Agent in violation of this Section 2.4 shall be voidable at the option of the Board of Managers.
(b) Notwithstanding the foregoing, the Board of Managers shall, and is authorized to, enter into and from time to time
renew a management agreement with Related Management Company, L.P. or an affiliate of Related Management Company L.P. (or one or more of its principals
or partners) and/or one or more of the Unit Owners, or another such affiliate, to serve as the Managing Agent, provided any such management agreement and
any such renewal is on commercially reasonable terms which are comparable to an arms-length transaction. The Managing Agent shall perform such duties
and services as the Board of Managers shall authorize.
Section 2.5 Election and Term of Office. Each of the members of the Board of Managers shall hold office for a term of one year or until
their respective successors shall have been selected by the respective Unit Owners.
Section 2.6 Removal and Resignation of Members of the Board of Managers. Each member of the Board of Managers may be removed at
any time at the pleasure of the Unit Owner that designated such member. Any member of the Board of Managers may resign at any time by written notice
delivered or sent by certified mail, return receipt requested, to the Board of Managers. Such resignation will take effect at the time specified therein and, unless
specifically requested, acceptance of such resignation will not be necessary to make it effective.
Section 2.7 Vacancies. Vacancies of members of the Board of Managers shall be filled in each case by the Unit Owner(s) entitled to
designate such member (or the owner of any Unit subdivided, to the extent permitted under the Condominium Documents, from the Unit which was originally
entitled to fill such vacancy) upon written notice to the Board of Managers.
Section 2.8 Organization Meeting. The first meeting of the members of the Board of Managers following the annual meeting of the Unit
Owners shall be held within ten (10) days thereafter, at such time and place as shall be fixed by a Majority Board Vote and no notice shall be necessary to the
newly elected members of the Board of Managers in order legally to constitute such meeting, providing a quorum of the Board of Managers selected by the
Unit Owners shall be present thereat.
Section 2.9 Regular Meetings. Regular meetings of the Board of Managers may be held at such time and place as shall be determined from
time to time by a Majority Board Vote, but at least four (4) such meetings shall be held during each fiscal year. Notice of regular meetings of the Board of
Managers shall be given by the Secretary to each member of the Board of Managers, by personal delivery, mail, facsimile or e-mail transmission, at least five
(5) business days’ prior to the day named for such meeting, which notice shall state the date, time and place of the meeting.
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