Coach 2013 Annual Report Download - page 282

Article 2
Board of Managers
Section 2.1 Number and Qualification. The affairs of the Condominium shall be governed by a board of managers (the “ Board of
Managers”) consisting of one (1) member designated by the Unit Owner of each Unit (each Unit Owner so designating a member of the Board of Managers
being the “Designator” of such member). Therefore, the Board of Managers will initially consist of nine (9) members, one designated by the Unit Owners of
each of the Parking Unit, Retail Unit, Office Unit 1, Office Unit 2A, Office Unit 2B, Office Unit 3, Ancillary Unit, Loading Dock Unit and Destination
Retail Access Unit. If a Unit is subdivided in accordance with the provisions of the Condominium Documents, the number of members of the Board of
Managers may, at the election of the subdividing Unit Owner, be increased so that each subdivided Unit has the right to designate a member of the Board of
Managers (but each member of the Board of Managers so designated shall have a vote proportionate to the Common Interest of the subdivided Unit). If Units
are combined in accordance with the provisions of the Condominium Documents, the number of members of the Board of Managers shall be decreased so that
such combined Unit has the right to designate a single member of the Board of Managers (but such member of the Board of Managers so designated shall have
a vote proportionate to the aggregate Common Interests of the combined Units). In respect of any action taken by the Board of Managers, each member of the
Board of Managers shall have a vote proportionate to the Common Interest of its Designator. (For example, a member of the Board of Managers designated by a
Designator whose Unit has a Common Interest of 30% would have a vote equal to 30% of the total votes of the Board of Managers) provided that if any Unit is
owned by Declarant but subject to a Declarant Net Lease (as defined in Section 14.5(a) hereof), the Declarant Net Lessee (as defined in Section 14.5(a) hereof),
and not the Declarant or a Declarant Net Lessor, shall have the right to vote the Common Interest of such Unit. Following notice by Declarant or the Declarant
Net Lessor to the Board of Managers that an Event of Default (as therein defined) has occurred under a Declarant Net Lease, (a) the Declarant Net Lessee
under such Declarant Net Lease may not thereafter exercise any voting rights as a member of the Board of Managers until further written notice is provided
from Declarant or the Declarant Net Lessor to the Board of Managers that such voting rights have been reinstated, and (b) Declarant may replace the member
of the Board of Managers designated by the applicable Declarant Net Lessee, subject to the right of such Declarant Net Lessee to redesignate a member to the
Board of Managers after a further notice to such effect from Declarant.
2.1.1 Declarant Net Lessees. The right of Declarant or its successor as a Unit Owner to designate a member of the Board of Managers
may be assigned to its Declarant Net Lessee (as defined in Section 14.5(a) hereof), and such assignment shall be binding upon and recognized by the Board of
Managers and the Unit Owners, provided that a copy of such assignment is delivered to the Board of Managers.
2.1.2 Board Members in Good Standing.
(a) Only Board Members in Good Standing (as herein defined) shall have the right to vote at meetings of the Board of
Managers.
(b) As used herein:
(i) “Board Member in Good Standing” means, at any given time, a member of the Board of Managers that has
been designated by a Designator that, at such time, is a Unit Owner in Good Standing (as such term is defined in Section 3.8 hereof).
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