Coach 2013 Annual Report Download - page 292

Section 2.10 Special Meetings. Special meetings of the Board of Managers may be called by any member of the Board of Managers on at
least five (5) business days’ notice to each member of the Board of Managers, given by personal delivery, mail, facsimile or e-mail transmission, which notice
shall state the date, time, place and purpose of the meeting.
Section 2.11 Waiver of Notice. Any member of the Board of Managers may at any time waive notice of any meeting of the Board of
Managers in writing, and such waiver shall be deemed equivalent to the giving of such notice. Attendance by a member of the Board of Managers at any
meeting of the Board shall constitute a waiver of notice by such member of the time and place thereof. Any one or more members of the Board of Managers or
any committee thereof may participate in a meeting of the Board or committee by means of a conference telephone or similar communications equipment
allowing all persons participating in the meeting to hear each other at the same time. Participation by such means shall constitute presence in person at a
meeting. If all the members of the Board of Managers are present at any meeting of the Board, no notice shall be required and any business may be transacted
at such meeting.
Section 2.12 Quorum of Board of Managers. At all meetings of the Board of Managers, members of the Board of Managers designated by
Designators having aggregate Common Interest of greater than 50% and that are then Board Members in Good Standing shall constitute a quorum for the
transaction of business. Except with respect to Major Decisions (with respect to which the provisions of Section 2.2.2 hereof shall apply) decisions of the
Board of Managers shall be made by a Majority Board Vote. If at any meeting of the Board of Managers there shall be less than a quorum present, any
member of the Board of Managers may adjourn the meeting from time to time on notice to the members of the Board of Managers. At any such adjourned
meeting at which a quorum is present, any business which might have been transacted at the meeting originally called may be transacted without further
notice. Any action required or permitted to be taken by the Board of Managers or any committee thereof may be taken without a meeting if all members of the
Board or the committee consent in writing to the adoption of a resolution authorizing such action, and the writing or writings are filed with the minutes of the
proceedings of the Board or the committee. Any member of the Board of Managers shall have the right on notice to the Secretary to adjourn any meeting once
for up to ten (10) days unless the subject of the meeting is an Emergency.
Section 2.13 Fidelity Bonds; Crime Insurance; D&O. The Board of Managers shall obtain and maintain a fidelity bond and/or crime
insurance covering the Board of Managers and all officers and employees of the Condominium and of the Managing Agent in amounts to be reasonably
determined by the Board of Managers from time to time. The Board of Managers may obtain such other fidelity bonds or crime insurance as it deems proper.
The Board of Managers shall also obtain and maintain directors’ and officers’ insurance (i) to indemnify the Unit Owners and the Board of Managers for any
obligation which any of them incurs as a result of the indemnification of members and officers of the Board of Managers under the provisions of these By-
Laws or as required by Law or by a court order, (ii) to indemnify members and officers of the Board of Managers in instances in which they may be
indemnified by the Unit Owners or the Board of Managers under the provisions of these By-Laws, and (iii) to indemnify members and officers of the Board
of Managers in instances in which they may not otherwise be indemnified, to the extent provided by such insurance, with limits to be reasonably determined
by the Board of Managers from time to time. The premiums on such bonds and insurance shall constitute a Common Expense.
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