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          SIRIUS LLC
          2109 Broadway
        TELEPHONE NO.                            New York, NY 10023                        FACSIMILE NO.              212-799-6671                                                                                        212-769-9169


DOCUMENT NUMBER 7
EXHIBIT D TO THE DECLARATION

BY-LAWS
OF
The Ansonia Condominium
City of New York, County of New York and State of New York
_____________________, 1990

Prepared by
Dreyer and Traub
Attorneys for Sponsor
101 Park Avenue
New York, New York 10178

THIS PAGE LEFT INTENTIONALLY BLANK

INDEX TO BY-LAWS
ARTICLE 1

GENERAL
Section 1.1 Purpose 1
Section 1.2 Definitions 1
Section 1.3 Applicability of By-Laws 1
Section 1.4 Application of By-Laws 1
Section 1.5 Principal Office of the Condominium 2
ARTICLE 2

THE CONDOMINIUM BOARD
Section 2.1 General 2
Section 2.2 Status of the Condominium Board 2
Section 2.3 Principal Office of the Condominium Board 2
Section 2.4 Powers and Duties of the Board 2
Section 2.5 Certain Limitations on the Powers of the Condominium 7
Section 2.6 Exercise and Delegation of Powers and Duties 8
Section 2.7 Number, Election and Qualification of Members 9
Section 2.8 Term of Office of Members 10
Section 2.9 Removal and Resignation of Members 10
Section 2.10 Vacancies 11
Section 2.11 Organizational Meeting of the Condominium Board 11
Section 2.12 Regular Meetings of the Condominium Board 12
Section 2.13 Special Meetings of the Condominium Board 12
Section 2.14 Waiver of Notice of Meetings 12
Section 2.15 Quorum of the Condominium Board 12
Section 2.16 Conduct of Meetings 13
Section 2.17 Decisions by the Condominium Board 13
Section 2.18 Compensation of Members 13
Section 2.19 Common or Interested Members of the Condominium Board 13
Section 2.20 Liability of the Condominium Board 14
ARTICLE 3

OFFICERS
Section 3.1 General 15
Section 3.2 President 15
Section 3.3 Vice President 15
Section 3.4 Secretary 16
Section 3.5 Treasurer 16
Section 3.6 Election, Term of Office and Qualifications of Officers 16
Section 3.7 Removal and Resignation of Officers 16
Section 3.8 Vacancies 16
Section 3.9 Compensation of Officers 16
Section 3.10 Liability of the Officers of the Condominium 16
ARTICLE 4

UNIT OWNERS
Section 4.1 Annual Meetings of the Unit Owners 17
Section 4.2 Special Meetings of the Unit Owners 17
Section 4.3 Place of Meetings 18
Section 4.4 Notice of Meetings 18
Section 4.5 Quorum of the Unit Owners 18
Section 4.6 Conduct of Meetings 18
Section 4.7 Order of Business 19
Section 4.8 Voting 19
Section 4.9 Election of Members of the Condominium Board 20
Section 4.10 Action Without a Meeting 22
Section 4.11 Title to Units 22
Section 4.12 Contractual Liability of Unit Owners 22
ARTICLE 5

OPERATION OF THE PROPERTY
Section 5.1 Maintenance and Repairs 22
Section 5.2 Alterations, Additions, Improvements or Repairs in and to Units and Limited Common Elements 27
Section 5.3 Alterations, Additions, or Improvements to the General Common Elements and Residential Limited Common Elements 30
Section 5.4 Insurance 31
Section 5.5 Casualty or Condemnation 33
Section 5.6 Use of the Property 36
Section 5.7 Use of the Units 37
Section 5.8 Use of the Common Elements 41
Section 5.9 Rights of Access 42
Section 5.10 Section 5.10 Rules and Regulations 43
Section 5.11 Real Estate Taxes, Water Charges and Sewer Rents 44
Section 5.12 Fuel 46
Section 5.13 Utilities 46
Section 5.14 Utilities Serving the Common Elements 46
Section 5.15 Vault Charges 47
Section 5.16 Records and Audits 47
Section 5.17 Superintendent’s Unit 47
ARTICLE 6

COMMON CHARGES
Section 6.1 Determination of Common Expenses and Fixing of Common Charges 48
Section 6.2 Payment of Common Charges 54
Section 6.3 Statement of Common Charges 55
Section 6.4 Default in Payment of Common Charges 55
ARTICLE 7

SELLING AND LEASING OF UNITS
Section 7.1 General 56
Section 7.2 Right of First Refusal 57
Section 7.3 Acceptance of Offer 58
Section 7.4 Failure to Accept Offer 60
Section 7.5 Termination of, and Exceptions to, the Right of First Refusal 61
Section 7.6 No Severance of Ownership 62
Section 7.7 Payment of Common Charges 62
Section 7.8 Power of Attorney 62
Section 7.9 Gifts and Devises, Etc 62
Section 7.10 Charges Imposed on Sale or Lease of Residential Units 62
ARTICLE 8

MORTGAGING OF UNITS
Section 8.1 General 63
Section 8.2 Restrictions on Mortgaging 63
Section 8.3 Notice of Unpaid Common Charges and Default 63
Section 8.4 Performance by Permitted Mortgagees 64
Section 8.5 Examination of Books 64
Section 8.6 Consent of Mortgagees; Designation of Mortgage Representatives 64
ARTICLE 9

CERTAIN REMEDIES
Section 9.1 Self Help 65
Section 9.2 Abatement and Enjoinment 66
Section 9.3 Remedies Cumulative 66
Section 9.4 Costs and Expenses 67
Section 9.5 Remedies Subordinate to Rights of Certain Tenants, Occupants and Unit Owners 67
ARTICLE 10

ARBITRATION
Section 10.1 Procedure 67
Section 10.2 Variation by Agreement 68
Section 10.3 Binding Effect 68
Section 10.4 Costs and Expenses 68
ARTICLE 11

NOTICES
Section 11.1 General 68
Section 11.2 Waiver of Service of Notice 69
Section 11.3 Notice to Non-Purchasing Tenants 69
ARTICLE 12

AMENDMENTS TO BY-LAWS
Section 12.1 General 69
Section 12.2 Special Amendments 70
Section 12.3 Amendments Concerning the Commercial Unit 70
ARTICLE 13

FURTHER ASSURANCES
Section 13.1 General 71
Section 13.2 Failure to Deliver or Act 71
ARTICLE 14

MISCELLANEOUS
Section 14.1 Inspection of Documents 72
Section 14.2 Waiver 72
Section 14.3 Conflicts 72
Section 14.4 Severability 72
Section 14.5 Successors and Assigns 72
Section 14.6 Gender 72
Section 14.7 Captions 72
ADDENDUM 73
Rules and Regulations of The Condominium 73

BY-LAWS

OF

THE CONDOMINIUM
ARTICLE 1

GENERAL
Section 1.1 Purpose. The purpose of these By-Laws is to set forth the rules and procedures concerning the conduct of the affairs of the Condominium. The Condominium covers the Property, which consists of: (i) the Land, which lies in Block ______, Lot ______ on the Tax Map of the Borough of Manhattan, City of New York, County of New York and the State of New York; (ii) the Building, which includes, without limitation, the Units, the General Common Elements, the Individual Limited Common Element, the Residential Limited Common Elements and all easements, rights and appurtenances belonging thereto; and (iii) all other property, real, personal, or mixed, intended for use in connection therewith. The Property has been submitted to the provisions of the Condominium Act by the recording of the Declaration in the Register’s Office, of which Declaration these By-Laws form a part.
Section 1.2 Definitions. All capitalized terms used in these ByLaws that are not otherwise defined in any of the Articles hereof shall have the meanings set forth in Exhibit C to the Declaration, unless the context in which the same are used shall otherwise require. All capitalized terms used in these By-Laws that are defined in any of the Articles hereof shall have the meanings ascribed to them in such Articles, unless the context in which the same are used shall otherwise require. Each of the aforedescribed capitalized terms shall be applicable to singular and to plural nouns, as well as to verbs of any tense.
Section 1.3 Applicability of By-Laws. These By-Laws are applicable to the Property and to the use and occupancy thereof.
Section 1.4 Application of By-Laws. All present and future Unit Owners, mortgagees, lessees, sublessees and occupants of Units, and employees and guests of Unit Owners, as well as all other Persons who may use the Property, are and shall be subject to the Declaration, these By-Laws and the Rules and Regulations, as each of the same may be amended from time to time. The acceptance of a deed or other instrument of conveyance, or the succeeding to title to, or the execution of a lease or sublease for, or the act of occupancy of, a Unit shall constitute an agreement that the provisions of the Declaration, these By-Laws and the Rules and Regulations, as each of the same may be amended from time to time, are accepted, ratified and will be complied with. Notwithstanding anything else contained herein or elsewhere in the Condominium Documents, (i) any provision of the Condominium Documents that contravenes, abridges or otherwise violates the rights of rent stabilized or rent controlled tenants of Unsold Residential Units under Law (including the Rent Stabilization Law of 1969 (“RSL”), the Code for Rent Stabilized Apartments in New York City (“Code”) adopted under the RSL, the Rent and Rehabilitation Law (“Rent Law”) and the Rent and Eviction Regulations (“Rent Regulations”) promulgated under the Rent Law) or the rights of tenants of the Commercial Unit under leases (“commercial leases”) in effect on recording the Declaration, shall be unenforceable as to such tenants for the duration of their rent stabilization or rent controlled status or until such commercial lease expires (as the case may be); and (ii) any violation or breach of a provision of the Condominium Documents arising from an act or omission of a tenant of an Unsold Residential Unit or Commercial unit shall not be enforceable against, and no sum, penalty or charge by reason thereof may be imposed on, the applicable owner of such Unsold Residential Unit or Commercial Unit to the extent, and for the period, such provision is not enforceable against said tenant under the preceding clause (i).
Section 1.5 Principal Office of the Condominium. The principal office of the Condominium shall be located either at the Property or at such other place in the County of New York reasonably convenient thereto as may be designated from time to time by the Condominium Board.
ARTICLE 2

THE CONDOMINIUM BOARD
Section 2.1 General. As more particularly set forth in Sections 2.4, 2.5 and 2.6 hereof, the affairs of the Condominium shall be governed by the Condominium Board as provided in Section 2.17 hereof. In exercising its powers and performing its duties under the Declaration and these By-Laws, the Condominium Board shall act as, and shall be, the agent of all the Unit Owners.
Section 2.2 Status of the Condominium Board. (A) Unless and until the Condominium Board shall incorporate in accordance with the terms of Section 2.4 hereof, the Condominium Board shall have, to the extent permitted by Law, the status conferred upon unincorporated associations under, or pursuant to, the terms of the General Association Law of the State of New York. If the Condominium Board shall incorporate in accordance with the terms of Section 2.4 hereof, the Condominium Board shall have, to the extent permitted by Law, the status conferred upon it under, or pursuant to, the terms of the applicable statutes of the State of New York. In either event, however, the Condominium Board shall also have the status conferred upon it under, or pursuant to, the terms of the Condominium Act.
Section 2.3 Principal Office of the Condominium Board. The principal office of the Condominium Board shall be located either at the Property or at such other place reasonably convenient thereto as may be designated from time to time by the Condominium Board.
Section 2.4 Powers and Duties of the Board. (A) The Condominium Board shall have all of the powers and duties necessary for, or incidental to, the administration of the affairs of the Condominium, provided, however, that the Condominium Board shall not have such powers and duties that by Law, or pursuant to the terms of the Declaration and these By-Laws, may not be delegated to the Condominium Board by the Unit Owners. Without intention to limit the generality of the foregoing in any respect, the Condominium Board shall have the following specific powers and duties:
(i) to operate, lease, license, maintain, repair, restore, add to, improve, alter and replace the Common Elements, and any Units owned by the Condominium Board including, without limitation, as the Condominium Board shall deem necessary or proper in connection therewith: (a) the purchase and leasing of supplies, equipment and material (b) the employment, compensation and dismissal of personnel (including the managing agent); and (c) leasing and granting licensees for the laundry room and other portions of the Common Elements;
(ii) to acquire, in the name of the Condominium Board or its designee, corporate or otherwise, and on behalf of all Residential Unit Owners (in the case of Units acquired in accordance with Article 7 of these By-Laws) or on behalf of the appropriate Unit Owners as provided in Article 13 of the Declaration, all rights, titles and interests in real and personal property deemed necessary or proper by the Condominium Board for use in connection with the ownership and operation of the Property as a condominium;
(iii) to maintain complete and accurate books and records with respect to the finances and the operation of the Condominium, including, without limitation: (a) detailed accounts, in chronological order, of receipts and expenditures affecting the Property; (b) detailed books of account of the Condominium Board; (c) other financial records, as well as other books of account of the Condominium, as may be required to be kept pursuant to the terms of these By-Laws; and (d) minutes and other records of all meetings held pursuant to the terms of these By-Laws;
(iv) to prepare and adopt a budget for the Condominium for each fiscal year thereof, setting forth, without limitation: (a) a detailed accounting of the anticipated Common Expenses for the ensuing fiscal year and (b) a detailed projection of all sources and amounts of income necessary to discharge the same;
(v) to determine the amount and establish the means and methods of payment of, and to collect, the Common Charges, (including any Residential Common Charges), Special Assessments and utility charges, if applicable, from the Unit Owners;
(vi) to borrow money on behalf of the Condominium when required in connection with the operation, maintenance, repair, restoration, improvement, alteration and replacement of the Common Elements and Superintendent’s Unit, provided however, that: (a) the affirmative consent of at least two-thirds, both in number and in aggregate Common Interests, of all Unit Owners shall be required for the borrowing of any sum in excess of $200,000 in any one fiscal year (regardless of the balance of any loans outstanding from previous fiscal years); (b) no lien to secure repayment of any sum borrowed may be created on any Unit or its Appurtenant Interests without the consent of the owner of such Unit; (c) the documentation executed in connection with any such borrowing shall provide that, if any sum borrowed by the Condominium Board pursuant to this subparagraph (vi) shall not be repaid by the Condominium Board, any Unit Owner on whose behalf the loan is obtained and who pays to the creditor thereunder such proportion of the then outstanding indebtedness represented or secured thereby as such Unit Owner’s Common Interest bears to the aggregate Common Interests of all Unit Owners on whose behalf the loan is obtained, shall be entitled to obtain from the creditor a release of any judgment or other lien that the said creditor shall have filed, or shall have the right to file, against such Unit Owner’s Unit; and (d) the Commercial Unit Owner shall not be liable for repayment of any portion of a loan insofar as it relates or is attributable solely to a Residential Unit acquired by the Condominium Board (other than a Residential Unit acquired for use and occupancy of the Building’s superintendent), the Residential Limited Common Elements or Individual Limited Common Elements not appurtenant to the Commercial Unit and the loan documentation shall so provide;
(vii) to open and maintain bank accounts on behalf of the Condominium and to designate the signatories required therefor;
(viii) to use the Common Charges and Special Assessments collected from Unit Owners, as well as all other funds held by the Condominium Board or received in connection with the operation of the Property, for the administration of the Condominium, including, without limitation: (a) the payment of Common Expenses, and (b) the making of restorations, additions, alterations and improvements, repairs and maintenance to the General Common Elements, Superintendent’s Unit, Residential Limited Common Elements and Individual Common Element (as the case may be); provided, however, that the Common Charges and Special Assessments collected from a Commercial Unit Owner, as well as any income earned thereon and other funds (if any) reserved by the Condominium Board in connection with the operation of the General Common Elements, shall be used only for the administration, operation, restoration, addition, alteration, improvement, repair and maintenance of the General Common Elements and the Superintendent’s Unit (except as otherwise provided in the Declaration or these By-Laws);
(ix) to obtain insurance for the Property, including the Units, pursuant to the terms of Section 5.4 hereof;
(x) to adjust and settle claims under insurance policies obtained pursuant to the terms of Section 5.4 hereof, and to execute and deliver releases upon such adjustment and settlement on behalf of: (a) all Unit Owners; (b) all holders of mortgages and other liens on Units; and (c) all holders of any other interest in the Property (however, the Commercial Unit Owner may adjust or settle any claim for a loss for the Commercial Unit provided such adjustment or settlement does not produce any claim or recovery of any other Unit Owner or the Condominium Board);
(xi) to make, or to contract with others for the making of, repairs, maintenance, additions and improvements to, and alterations, restorations and replacements of, the Property after damage or destruction by fire or other casualty, or as a result of condemnation or eminent domain proceedings, all in accordance with the terms of these By-Laws;
(xii) to obtain and keep in force fidelity bonds, in amounts deemed appropriate by the Condominium Board, but in no event less than $50,000, for. (a) all members of the Condominium Board; (b) all officers and employees of the Condominium; and (c) the Managing Agent, and the premiums on all such fidelity bonds shall constitute a part of the Common Expenses;
(xiii) to accept the surrender of any Unit pursuant to the terms of paragraph © of Section 6.2 hereof, in the name of the Condominium Board or its designee, corporate or otherwise, and on behalf of all Residential Unit Owners;
(xiv) to purchase Units at foreclosure or other judicial sales, to purchase a Unit for the use of the superintendent or to purchase, lease or otherwise acquire Residential Units offered for sale or lease by their owners, in the name of the Condominium Board or its designee, corporate or otherwise, on behalf of all Unit Owners or Residential Unit Owners (as provided in Article 13 of the Declaration) and, in connection therewith, to borrow money on behalf of those Unit Owners for whom the Condominium Board is acting provided that, except for Units purchased in connection with a foreclosure of a lien for unpaid Common Charges pursuant to Section 6.4 hereof, any other purchase and/or borrowing is first approved by a Majority of Unit Owners on whose behalf the Condominium Board is acting and provided further that the borrowing for this purpose of any sum in excess of $75,000 shall require the affirmative consent of at least two-thirds, both in number and in aggregate Common Interests, of all Unit Owners on whose behalf the Condominium Board is acting
(xv) to sell, lease, mortgage and otherwise deal with Units acquired by, and to sublease Units leased by, the Condominium Board or its designee, corporate or otherwise, on behalf of all Unit Owners, or all Residential Unit Owners, as the case may be, provided, however, that the Condominium Board or its designees shall in no event be entitled to vote the votes appurtenant to any such Unit;
(xvi) to adopt and amend the Rules and Regulations and to levy and collect fines against Unit Owners for violations of the same;
(xvii) to enforce by legal means the terms, covenants and conditions contained in the Condominium Documents and to bring or defend against any proceedings that may be instituted on behalf of, or against, the Unit Owners;
(xviii) to incorporate, to the extent and in the manner provided in the Condominium Act, provided, however, that: (a) the certificate of incorporation and by-laws of any such resulting corporation shall conform as closely as practicable to the terms of the Declaration and these By-Laws and (b) the terms of the Declaration and these By-Laws shall prevail in the event of any inconsistency or conflict between the terms thereof and the terms of such certificate of incorporation and by-laws;
(xix) to organize corporations to act as the designees of the Condominium Board in acquiring title to, or leasing of, Units and in acquiring rights, titles and interests in real and personal property for use in connection with the ownership and operation of the Property as a residential - commercial condominium;
(xx) to execute, acknowledge and deliver: (a) any declaration or other instrument affecting the Property that the Condominium Board deems necessary or appropriate to comply with any Law applicable to the maintenance, demolition, construction, alteration, repair, or restoration of the Building and (b) any consent, covenant, restriction, easement, or declaration affecting the Property that the Condominium Board deems necessary or appropriate;
(xxi) to prepare, execute, acknowledge and record on behalf of all Unit Owners, as their attorney-in-fact, coupled with an interest, a restatement of the Declaration or these By-Laws, whenever, in the Condominium Board’s estimation, it is advisable to consolidate and restate all amendments, modifications, additions and deletions theretofore made to the same;
(xxii) to act as agent for all Unit Owners (however, any Unit Owner may withdraw the Condominium Board’s authority to so act on his behalf, provided he sends written notice of such withdrawal to the Condominium Board and such notice is received before the Condominium Board has commenced the proceeding):
(a) to protest, complain or apply to the appropriate taxing authority to correct the tax assessments of the Units for any year by filing a single complaint on behalf of all such Unit Owners;
(b) to commence and prosecute a special proceeding for the review of assessments of real property as an aggrieved person under the Real Property Tax Law;
(c) to seek administrative and judicial review of the tax assessments for any year;
(d) to negotiate and settle with the taxing authority the tax assessments and any resulting proceedings and litigation;
(e) to execute and acknowledge in the name of each Unit Owner for which it is acting as agent, as such Unit Owner’s attorney-in-fact, all applications, certifications, petitions, complaints, settlement agreements and other documents in furtherance of the foregoing;
(f) to retain legal counsel on behalf of the Unit Owners for which it is acting as agent to represent such Unit Owners in connection with the foregoing; and
(xxiii) to act as agent for all Unit Owners in carrying out the duties imposed upon the Condominium Board under these By-Laws and the Declaration:
(a) to defend or to commence and prosecute actions or proceedings;
(b) to seek administrative and judicial review;
(c) to negotiate and settle any such action, proceedings or litigation;
(d) to execute and acknowledge in the name of each Unit Owner for which it is acting as agent, as such Unit Owner’s attorney-in-fact, all applications, certifications, petitions, complaints settlement agreements, releases and other documents in furtherance of the foregoing,
(e) to retain legal counsel and other professionals on behalf of the Unit Owners for which it is acting as agent to represent such Unit Owners in connection with the foregoing;
(xxiv) to negotiate for the sale, contract to sell, and transfer any unused development (air) rights and to execute and deliver any documents required in connection therewith on behalf of all Unit Owners; and
(xxv) to carry out any other duties imposed upon the Condominium Board pursuant to the Declaration and these By-Laws.
(B) The Condominium Board shall be responsible for carrying out the duties imposed upon it under the Condominium Documents regardless of whether a Unit is vacant or occupied by the owner thereof or by a permitted lessee or other permitted occupant.
Section 2.5 Certain Limitations on the Powers of the Condominium. (A) Notwithstanding anything to the contrary contained in these By-Laws, until the sooner to occur of the end of the fifty-first full calendar month following the First Closing or the closing of title to 300 Residential Units representing sixty-five (65%) percent in number of all Residential Units, the Condominium Board may not, without Sponsor’s or its designee’s prior written consent:
(i) raise Common Charges or impose Special Assessments for purposes of making any addition, alteration, or improvement to the Common Elements, or to any Unit, unless the same shall be required by Law or necessary for the health or safety (but not the general comfort and welfare) of the Unit Owners;
(ii) assess any Common Charges or Special Assessments for the creation or replacement of, or the addition to, all or any part of a reserve, contingency, or surplus fund for any year of operation in excess of the following amount: (a) a sum equal to five (5%) percent of the then projected Common Expenses for each year falling within the first full 23 calendar months following the First Closing; and (b) a sum equal to ten (10%) percent of the then projected Common Expenses for any year after such 24 month period; or
(iii) increase the number or change the type of employees from that described in Schedule B – “Budget for First Year of Condominium Operation” set forth in the Plan during the first full 24 calendar months following the First Closing;
(B) Notwithstanding anything to the contrary contained in these By-Laws, the Condominium Board may take any of the actions enumerated in clauses (i) through (iii) above:
(i) if the cost of such actions, when added to all other budgeted operating expenses, shall not result in increasing the Common Charges for any year of operation by more than five (5%) percent (for any year falling within the first full 24 calendar months following the First Closing) or ten (10%) percent (for any year thereafter) above the previous year’s Common Charges;
(ii) to comply with applicable Laws;
(iii) to remedy any notice of violations;
(iv) to remedy any proper work order of an insurer of the Building; or
(v) if all Unsold Unit Owners consent thereto.
Section 2.6 Exercise and Delegation of Powers and Duties. (A) Any act within the power of the Condominium Board to perform, and deemed necessary or desirable to be performed by the Condominium Board, shall be performed by the Condominium Board or shall be performed on its behalf and at its direction by the agents, employees, or designees of the Condominium Board.
(B) The Condominium Board may appoint an Executive Committee by duly adopted resolution, which Executive Committee shall have, and may exercise, all of the powers of the Condominium Board during the intervals between the meetings of the Condominium Board, subject to both the exceptions and limitations contained in paragraph (D) of this Section 2.6 and such additional exceptions and limitations as the Condominium Board may from time to time deem appropriate. In addition, the Condominium Board may from time to time appoint, by duly adopted resolutions, such other committees as the Condominium Board may deem appropriate to perform such duties and services as the Condominium Board shall direct, each of which committees shall have, and may exercise, all of the powers delegated to it in its enabling resolution, subject, however, to the exceptions and limitations contained in paragraph (D) of this Section 2.6. The Executive Committee and each other committee shall consist of three or more members of the Condominium Board, at least one of whom shall be a member designated by Sponsor or Sponsor’s designee for so long as Sponsor or Sponsor’s designee shall have the right to designate or elect one or more members of the Condominium Board. At no time shall the Executive Committee include only members of the Condominium Board elected by Residential Unit Owners.
(C) The Condominium Board may employ a Managing Agent to serve at a compensation to be established by the Condominium Board and to perform such duties and services as the Condominium Board shall direct. Subject to the exceptions and limitations contained in paragraph (D) of this Section 2.6, the Condominium Board may delegate to the Managing Agent any of the powers granted to the Condominium Board in these By-Laws.
(D) Notwithstanding anything to the contrary contained in this Section 2.6, the Executive Committee and the Managing Agent shall neither have nor be entitled to exercise, and the Condominium Board shall not delegate to either of them or to any other committee, the powers or duties described in subparagraphs (ii), (iv), (v), (vi), (x), (xiii), (xiv), (xv), (xvi), (xvii), (xix), (xx), (xxi), (xxii) and (xxiii) of paragraph (A) of Section 2.4 hereof. In addition, neither the Managing Agent nor any of the committees described in paragraph (B) of this Section 2.6 shall have, or be entitled to exercise, any of the powers that may be delegated to either of them by the Condominium Board to the extent such delegation is prohibited by Law.
Section 2.7 Number, Election and Qualification of Members. (A) Until the first annual meeting of the Unit Owners held pursuant to the terms of Section 4.1 hereof, the Condominium Board shall consist of three individuals to be designated from time to time by Sponsor. From and after the first annual meeting of the Unit Owners, the Condominium Board shall consist of nine (9) individuals to be elected as provided in subparagraph (B) below and pursuant to the terms of Section 4.9 hereof.
(B) The nine (9) member Condominium Board will be elected by the following Unit Owners: (i) at all elections held before the Commercial Unit is subdivided into a Garage Unit and one or more Commercial Units, eight (8) members shall be elected or designated by the Residential Unit Owners (including up to five (5) members designated by Sponsor or other Unsold Residential Unit Owners as hereafter provided) and one (1) member shall be designated or elected by the Commercial Unit Owner; and (ii) at all elections held after the Commercial Unit is subdivided into a Garage Unit and one or more Commercial Units, seven (7) members shall be elected or designated by the Residential Unit Owners (including up to five (5) members designated by Sponsor or other Unsold Residential Unit Owners as provided below), and one (1) member shall be designated or elected by each the Garage Unit Owner and Commercial Unit Owner.
(C) Except for members of the Condominium Board elected or designated to represent, and who have a relationship or affiliation with, Sponsor or other owners of Unsold Residential Units or the Commercial Unit Owner pursuant to the terms of this Section 2.7 or of Sections 2.10 or 4.9 hereof, all other members of the Condominium Board shall be either: (i) individual Unit Owners or the spouse of a Unit Owner; (ii) individual Permitted Mortgagees; (iii) officers, directors, shareholders, partners, principals, employees or beneficiaries of corporations, partnerships, fiduciaries or any other entities that are Unit Owners or Permitted Mortgagees; (iv) adult Family Members of any of the foregoing; or (v) individuals affiliated with or employed by a sovereign government, consulate or other entity. No Unit Owner may be elected to serve on the Condominium Board if the Condominium Board has perfected a lien against such Unit Owner’s Unit and the amount necessary to release such lien has not been paid at the time of such election. In addition, no Unit Owner may continue to serve on the Condominium Board after such lien is perfected and for so long as such lien remains unpaid.
(D) There are no minimum qualifications or requirements to be met to serve on the Condominium Board by members elected or designated to represent, and who have a relationship or affiliation with, Sponsor or other owners of Unsold Residential Units or the Commercial Unit Owner. These members need not be Unit Owners and need not reside in the Building. Other than such members representing Sponsor or other owners of Unsold Residential Units or the Commercial Unit Owner, no member shall continue to serve on the Condominium Board after (a) he ceases to be a Unit Owner or an “interested party” in a Unit Owner, as specified in paragraph (C) of this Section 2.7 or (b) if the member is a Unit Owner, a lien has been filed against his Unit for unpaid Common Charges pursuant to Section 6.4 hereof and Section 339-z of the Condominium Act.
(E) Unless Section 2.8 below is duly amended to decrease the term of the Board members to one (1) year each, the total number of Board members shall be either nine (9) or twelve (12) so that the terms of at least one-third of the Board members shall expire annually in accordance with the Condominium Act. In no event will the number of members of the Board to be elected or designated by the Commercial Unit Owner(s) as provided in Section 2.7 (B) and 4.9(C) be increased or decreased by any change in the number of residential members as hereinafter provided. Subject to the foregoing, the number of residential members of the Condominium Board elected or designated by the Residential Unit Owners (including Sponsor and/or other Unsold Residential Unit Owners) may, from time to time, be increased to eleven (11) residential Board members, or to ten (10) residential Board members after the Commercial Unit is subdivided into a Garage Unit and one or more Commercial Units, and subsequently decreased to not lower than seven (7) Board members by an affirmative vote of a majority of Residential Unit Owners, both in number and in Common Interests, cast at a regular or special meeting of Unit Owners at which a quorum is present. Any higher number of residential Board members elected or designated by the Residential Unit Owners shall require both (i) the approval of Sponsor and all other Unsold Residential Unit Owners and (ii) an affirmative vote of a majority of Residential Unit Owners, both in number and in Common Interests, cast at a regular or special meeting of the Unit Owners at which a quorum is present.
Any proposal to increase (or subsequently decrease) the number of Board members to be elected or designated by the Residential Unit Owners must be included in the notice of meeting. The Secretary of the Condominium shall include such proposal in the notice of meeting if approved by (i) a majority of the Board members elected or designated by the Residential Unit Owners (including Sponsor and/or other Unsold Residential Unit Owners) at a meeting of the Board at which a quorum is present or (ii) requested in a written petition signed by five (5%) percent or more of all Residential Unit Owners, both in number and in Common Interests.
Section 2.8 Term of Office of Members. The term of office of the three members of the Condominium Board designated by Sponsor prior to the first annual meeting of the Unit Owners shall expire when the nine individuals to be elected at such meeting are so elected and qualified. The term of office of each of the nine individuals comprising the Condominium Board elected and qualified at the first annual meeting of the Unit Owners shall be fixed at such meeting as follows: (i) three of such members shall serve for a term of three years; (ii) three of such members shall serve for a term of two years; and (iii) three of such members shall serve for a term of one year. With respect to the foregoing, those members receiving the highest number of votes shall serve for the longest terms of office, but any members elected or designated by Sponsor or its designee pursuant to the terms of Section 4.9 hereof shall serve for the shortest terms of office. At each annual meeting of the Unit Owners subsequent to the first such meeting, three members of the Condominium Board shall be elected by the Unit Owners pursuant to the terms of Section 4.9 hereof to serve a term of office fixed at three years. Notwithstanding anything to the contrary contained in this Section 2.8, however, each member of the Condominium Board shall serve until his successor shall be elected and qualified.
Section 2.9 Removal and Resignation of Members. (A) Any Residential member of the Condominium Board who was elected thereto either by the Unit Owners, pursuant to the terms of Section 4.9 hereof, or by the Condominium Board, pursuant to the terms of Section 2.10 hereof, may be removed from office, with or without cause, by a vote of a Majority of Residential Unit Owners owning a majority of the Common Interests of all Residential Units, except members who are affiliated with or related to Sponsor or an Unsold Residential Unit Owner or the Commercial Unit Owner may only be so removed “with cause”. Any member of the Condominium Board who is affiliated with or related to Sponsor or an Unsold Residential Unit Owner or the Commercial Unit Owner pursuant to the terms of Sections 2.7, 2.8, 2.10 or 4.9 hereof, may be removed “without cause” only by Sponsor, such Unsold Residential Unit Owner, or the Commercial Unit Owner, respectively. Any member of the Condominium Board whose proposed removal is to be acted upon at a meeting of the Unit Owners shall be given prior written notice thereof and an opportunity to be present and heard thereat.
(B) Any member of the Condominium Board may resign his membership at any time by giving written notice thereof to the Condominium Board and, with respect to members of the Condominium Board designated as such or elected by Sponsor or the Commercial Unit Owner, by giving written notice thereof to Sponsor or the Commercial Unit Owner, respectively. In addition, any member of the Condominium Board who shall cease to be qualified for membership pursuant to the terms of Section 2.7 hereof shall be deemed to have resigned his membership effective as of the date upon which such qualification shall cease.
Section 2.10 Vacancies. (A) Subject to the provisions of subparagraph (B) below, any vacancy on the Condominium Board that is caused by the removal, cessation of qualification pursuant to Section 2.7 (D), resignation, or death of a member who was elected thereto by the Residential Unit Owners shall be filled by an individual who is qualified to be a member pursuant to the terms of Section 2.7 hereof and who is elected by a vote of the majority of the members of the Condominium Board then in office. A special meeting of the Condominium Board shall be held for the purpose of filling any such vacancy promptly after the occurrence thereof, and the election held thereat shall be effective to fill such vacancy even if the number of members present at such meeting shall not constitute a quorum. Notwithstanding the foregoing, if such vacancy resulted from a removal voted upon by the Residential Unit Owners pursuant to Section 2.9, the Residential Unit Owners shall have the right to pre-empt the Condominium Board and elect the replacement at the same meeting the removal was voted upon or at a subsequent special meeting of Residential Unit Owners called for such purpose.
(B) Any vacancy on the Condominium Board that is caused by the removal, resignation, or death of a member who was designated as such or elected by Sponsor, an Unsold Residential Unit Owner or the Commercial Unit Owner, shall be filled by an individual designated by Sponsor, such Unsold Residential Unit Owner or Commercial Unit Owner, respectively.
(C) Each member of the Condominium Board who is elected thereto or designated as such to fill a vacancy pursuant to the terms of paragraph (A) or (B), respectively, of this Section 2.10 shall serve as a member of the Condominium Board for the remainder of the term of the member he replaced and until his successor shall be elected and qualified at the appropriate annual meeting of the Unit Owners pursuant to the terms of Section 4.9 hereof.
Section 2.11 Organizational Meeting of the Condominium Board. The first meeting of the Condominium Board following each annual meeting of the Unit Owners shall be held within approximately thirty (30) days of such annual meeting, at such time and place as shall be both fixed informally by a majority of the members of the Condominium Board and designated in a written notice given to all members thereof by personal delivery, mail, telecopier or telegram not later than five (5) business days prior to such date.
Section 2.12 Regular Meetings of the Condominium Board. (A) Regular meetings of the Condominium Board may be held at such time and place as shall be determined from time to time by a majority of the respective members thereof, provided that at least four (4) such meetings of the Condominium Board shall be held during each fiscal year.
(B) Written notice of all regular meetings of the Condominium Board shall be given to each member by personal delivery, mail, telecopier or telegram at least five (5) business days prior to the day named for such meeting.
Section 2.13 Special Meetings of the Condominium Board. The President may call a special meeting of the Condominium Board whenever he deems the same to be necessary or desirable. The President shall call a special meeting upon the written request of three (3) or more members of the Condominium Board.
Written notice of all special meetings shall be given to each member of the Board by personal delivery, mail, telecopier or telegram at least five business days prior to the day named for such meeting, which notice shall state the time, place and purpose of the meeting.
Section 2.14 Waiver of Notice of Meetings. Any member of the Condominium Board may, at any time, waive notice of any meeting thereof in writing, and such waiver shall be deemed equivalent to the giving of notice. Attendance by a member of the Board at any meeting thereof shall constitute a waiver by him of notice of the time and place thereof. If all of the members of the Board are present at any meeting thereof, no notice of such meeting shall be required and any business authorized pursuant to these By-Laws may be transacted at such meeting.
Section 2.15 Quorum of the Condominium Board. Except as provided in the next sentence, for purposes of all meetings of the Condominium Board, a majority of the members of the Board shall constitute a quorum for the transaction of business by the Board. However, for purposes of a meeting at which the only business to be transacted relates to the Residential Units, Residential Limited Common Elements or the Individual Limited Common Elements, a majority of the members of the Board elected by the Residential Unit Owners shall constitute a quorum. Similarly, for purposes of a meeting at which the only business to be transacted relates to the Commercial Unit, a majority of the members of the Condominium Board elected or designated by the Commercial Unit Owner shall constitute a quorum. Notwithstanding anything to the contrary herein, after the expiration of the Initial Control Period, with respect to any issue relating solely to the General Common Elements, the number of members required to constitute a quorum shall be reduced to a majority of the members entitled to vote on such issue in accordance with Section 4.9(E) below. In connection therewith, one or more members of the Condominium Board may participate in any meeting thereof by means of a conference telephone or similar communications equipment permitting all individuals participating in the meeting to hear each other at the same time, and such participation shall constitute presence at such a meeting for all purposes. If, at any meeting of the Condominium Board there shall be less than a quorum present, a majority of the Board members in attendance may adjourn the meeting from time to time. At any such adjourned meeting at which a quorum is present, any business that might have been transacted at the meeting originally called but for the lack of a quorum may be transacted without further notice.
Section 2.16 Conduct of Meetings. (A) The President shall preside at all meetings of the Condominium Board and the Secretary shall faithfully record the minutes thereof, which minutes shall include the full text of all resolutions duly adopted by the Condominium Board and a record of all transactions and proceedings occurring thereat. Notwithstanding the foregoing, meetings of the members of the Condominium Board elected by the Commercial Unit Owner may be held without any officer of the Condominium being present.
(B) The then current edition of Robert’s Rules of Order, or any other rules of procedure from time to time acceptable to a majority of the members of the Condominium Board, shall govern the conduct of the meetings of the Board unless the same shall be in conflict with the terms of the Declaration, these By-Laws, or the Condominium Act.
Section 2.17 Decisions by the Condominium Board. (A) Except as otherwise expressly provided in the Declaration or these By-Laws, the vote of a majority of the members of the Condominium Board present at a meeting thereof at which a quorum is present shall constitute the decision of the Board. Alternatively, any decision that is required or permitted to be made by the Condominium Board may be made without a meeting thereof if all of the members of the Condominium Board shall individually or collectively consent in writing to such decision, and all such written consents shall be duly filed by the Secretary of the Condominium in the minutes of the Condominium Board.
(B) Notwithstanding the foregoing:
(i) the vote of a majority of the members of the Condominium Board elected by the Residential Unit Owners present at a meeting at which a quorum is present shall constitute the decision of the Board as to matter affecting only the Residential Units, Individual Limited Common Elements, and/or Residential Limited Common Elements; and
(ii) any decision affecting only the Commercial Unit shall be made by the members elected or designated by the Commercial Unit Owner.
Section 2.18 Compensation of Members. No member of the Condominium Board or any Committee shall receive any compensation from the Condominium for acting as such.
Section 2.19 Common or Interested Members of the Condominium Board. Each member of the Condominium Board shall perform his duties, and shall exercise his powers, in good faith and with a view to the interests of the Condominium. To the extent permitted by Law, no contract or other transaction between the Condominium Board and either (i) any of its members or (ii) any corporation, partnership, fiduciary, firm, association, or other entity in which any of the members of the Condominium Board are officers, directors, employees, partners, fiduciaries, beneficiaries, or principals, or are otherwise interested, pecuniary or otherwise, shall be deemed either void or voidable because either (a) any such member of the Condominium Board was present at the meeting or meetings of said Board during which such contract or transaction was discussed, authorized, approved, or ratified, or (b) the vote of any such member was counted for such purpose, provided, however, that either:
(x) the fact thereof is disclosed to, or known by, the Board or a majority of the members thereof or noted in the minutes thereof, and the Board shall authorize, approve, or ratify such contract or transaction in good faith by a vote of a majority of the entire Board, less the number of such interested members;
(y) the fact thereof is disclosed to, or known by, a Majority of Unit Owners, and a Majority of Unit Owners shall authorize, approve, or ratify such contract or transaction; or
(z) the contract or transaction is commercially reasonable to the Condominium Board at the time that the same is authorized, approved, ratified, executed or otherwise consummated.
Any such member of the Condominium Board may be counted in determining the presence of a quorum of any meeting of the Board that authorizes, approves or ratifies any such contract or transaction, but no such member shall be entitled to vote thereat to authorize, approve, or ratify such contract or transaction.
Section 2.20 Liability of the Condominium Board. (A) The members of the Condominium Board shall have no liability to the Unit Owners for errors of judgment, negligence, or otherwise, except that each member of the Condominium Board shall be liable for his own bad faith or willful misconduct. In connection therewith, members of the Condominium Board (including those related to or affiliated with Sponsor) shall not be deemed either to have acted in bad faith or to have committed willful misconduct by reason of any self-dealing in connection with any contract made, or other transaction entered into, between the Condominium Board and such Board member or any Person related to or affiliated with such Board member (including Sponsor or its agents), provided that any compensation paid, or to be paid, to such Board member or to such related or affiliated Person (including Sponsor or its agents) in connection with any such contract or transaction is at competitive or lower rates for goods sold or services rendered in the Borough of Manhattan and (if the contract or transaction is with Sponsor or an affiliate of Sponsor) is approved by a majority of the independent resident members of the Board who have no relationship or affiliation with Sponsor.
(B) Every contract made, and other document executed, by or on behalf of the Condominium Board or the Managing Agent shall expressly state (if obtainable and in addition to the limitation of liability of the officers of the Condominium and the Unit Owners pursuant to the terms of Sections 3.10 and 4.12 hereof, respectively) that the same is made or executed by or on behalf of such Board or the Managing Agent solely as agent for the Unit Owners and that the members of the Board or the Managing Agent shall have no liability thereon, except to the extent of their liability, if any, as Unit Owners pursuant to the terms of Section 4.12 hereof.
(C) Neither the Condominium Board nor any member thereof shall be liable for either:
(i) any failure or interruption of any utility or other services to be obtained by, or on behalf of, the Condominium Board or to be paid for as a Common Expense; or
(ii) any injury, loss, or damage to any individual or property, occurring in or upon either a Unit, its appurtenant Limited Common Elements or the Common Elements and either: (a) caused by the elements, by any Unit Owner, or by any other Person; (b) resulting from electricity, water, snow, or ice that may leak or flow from a Unit, its appurtenant Individual Limited Common Element or any portion of the Common Elements; or (C) arising out of theft or otherwise.
(D) The Unit Owners on whose behalf the Condominium Board acted shall jointly and severally defend, indemnify and hold harmless each member of the Condominium Board from and against any claim or liability to others arising from his acts or omissions as, or by reason of the fact that such individual is or was, a member of the Condominium Board, except, however, to the extent that such claim or liability shall be due to, or shall arise out of, the bad faith or willful misconduct of such member. Notwithstanding the foregoing, the Commercial Unit Owner shall be required to provide such indemnity only if the claim, liability arose in connection with the Commercial Unit, the General Common Elements or the Superintendent’s Unit.
ARTICLE 3

OFFICERS
Section 3.1 General. The principal officers of the Condominium shall be the President, the Vice President, the Secretary and the Treasurer. The Condominium Board may appoint an Assistant Treasurer, an Assistant Secretary and such other officers as in its discretion may be necessary or desirable. All agreements, contracts, deeds, mortgages, leases, checks and other instruments of the Condominium shall be executed, upon the direction of the Condominium Board, by any two officers of the Condominium or by such lesser number of officers or by such other Person or Persons as may be designated from time to time by the Condominium Board.
Section 3.2 President. The President shall be the chief executive officer of the Condominium and shall preside at all meetings of the Unit Owners and the Condominium Board. The President shall have all of the general powers and duties that are incident to the office of president of a stock corporation organized under the Business Corporation Law of the State of New York (hereinafter referred to as the “BCL”), including, but not limited to, the power to appoint the members of all committees created by the Condominium Board from among the Unit Owners from time to time as he may decide, in his discretion, are appropriate to assist in the conduct of the affairs of the Condominium.
Section 3.3 Vice President. 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 both the President and the Vice President are unable to act, the Condominium Board shall appoint some other member of the Condominium Board to act in the place of the President on an interim basis. The Vice President shall also perform such other duties as shall be imposed upon him from time to time by the Condominium Board or by the President.
Section 3.4 Secretary. The Secretary shall keep the minutes of all meetings of the Unit Owners and of the Condominium Board. The Secretary shall have charge of such books and papers as the Condominium Board shall direct and, in general, shall perform all of the duties that are incident to the office of secretary of a stock corporation organized under the BCL.
Section 3.5 Treasurer. The Treasurer shall have the care and custody of the funds and securities of the Condominium and shall be responsible for keeping full and accurate financial records and books of account thereof, showing all receipts and disbursements necessary for the preparation of all required financial data. The Treasurer shall be responsible for the deposit of all funds and other securities in the name of the Condominium Board or in the name of the Managing Agent in such depositories as may from time to time be designated by the Condominium Board and, in general, shall perform all of the duties incident to the office of treasurer of a stock corporation organized under the BCL.
Section 3.6 Election, Term of Office and Qualifications of Officers. Each of the officers of the Condominium Board shall be elected annually by a majority vote of the Condominium Board taken at the organizational meeting of each new Condominium Board, and shall serve at the pleasure of the Condominium Board. The President and the Vice President shall be elected from among the members of the Condominium Board. The other officers of the Condominium, however, need not be Unit Owners or members of the Condominium Board and need not have any interest in the Condominium.
Section 3.7 Removal and Resignation of Officers. Any officer of the Condominium may be removed from office, with or without cause, by an affirmative vote of a majority of the members of the Condominium Board. In addition, any officer may resign at any time by giving written notice to the Condominium Board. Finally, if the President or the Vice President of the Condominium shall cease to be a member of the Condominium Board during his term of office, such officer shall be deemed to have resigned his office effective upon the date upon which his membership shall cease.
Section 3.8 Vacancies. Any vacancy in an office shall be filled by a majority vote of the Condominium Board at any regular meeting of the Condominium Board or at a special meeting thereof called for such purpose.
Section 3.9 Compensation of Officers. No officer of the Condominium shall receive any compensation from the Condominium for acting as such.
Section 3.10 Liability of the Officers of the Condominium. (A) The officers of the Condominium shall have no liability to the Unit Owners for errors of judgment, negligence, or otherwise, except that each officer of the Condominium shall be liable thereto for his own bad faith or willful misconduct. In addition, every contract made, and other document executed, by one or more officers or other Persons on behalf of the Condominium shall expressly state (if obtainable and in addition to the limitation of liability of the members of the Condominium Board and the Unit Owners pursuant to the terms of Sections 2.20 and 4.12 hereof, respectively) that the same is made or executed by such officers or Persons on behalf of the Condominium solely as agent for the Unit Owners and that such officers or Persons shall have no liability thereon, except to the extent of their liability, if any, as Unit Owners pursuant to the terms of Section 4.12 hereof.
(B) None of the officers of the Condominium shall be liable for either:
(i) any failure or interruption of any utility or other services to be obtained by any such officer on behalf of the Condominium or to be paid for as a Common Expense; or
(ii) any injury, loss, or damage to any individual or property, occurring in or upon either a Unit, its appurtenant Individual Limited Common Element or the General Common Elements, and either: (a) caused by the elements, by any Unit Owner, or by any other Person; (b) resulting from electricity, water, snow, or ice that may leak or flow from a Unit, its appurtenant Individual Limited Common Element or any portion of the General Common Elements; or (c) arising out of theft or otherwise.
(C) The Unit Owners on whose behalf an officer of the Condominium acted, shall jointly and severally defend, indemnify and hold harmless each officer of the Condominium from and against any claim or liability to others arising from his acts or omissions as, or by reason of the fact that such individual is or was, an officer of the Condominium, except, however, to the extent that such claim or liability shall be due to, or shall arise out of, the bad faith or willful misconduct of such officer. Notwithstanding the foregoing, the Commercial Unit Owner shall be required to provide such indemnity only if the claim or liability arose in connection with the Commercial Unit, the General Common Elements or the Superintendent’s Unit.
ARTICLE 4

UNIT OWNERS
Section 4.1 Annual Meetings of the Unit Owners. The first annual meeting of the Unit Owners shall be held approximately sixty (60) days after the First Closing, at which meeting the incumbent three (3) member Condominium Board shall resign and a successor nine (9) member Condominium Board shall be elected by the Unit Owners, as provided both in this Article 4 and in Article 2 hereof. Thereafter, annual meetings of the Unit Owners shall be held within approximately thirty (30) days of the anniversary of the previous annual meeting and at such time and place in the County of New York as shall be determined by the Condominium Board. At each such subsequent meeting, the Unit Owners shall elect successors to the three (3) members of the Condominium Board whose term of office expires on the day of such meeting and shall transact such other business as may properly come before such meeting.
Section 4.2 Special Meetings of the Unit Owners. The President shall call a special meeting of the Unit Owners whenever so directed by a duly adopted resolution of the Condominium Board or upon receipt by the Secretary of a petition calling for such a meeting signed by Unit Owners having, in the aggregate, not less than twenty-five (25%) percent of the Common Interests of all Unit Owners. Each such resolution or petition shall set forth, in reasonable detail, the purposes for calling such a meeting, and no business shall be transacted at such special meeting except business reasonably related to such stated purposes.
Section 4.3 Place of Meetings. Meetings of the Unit Owners shall be held at the principal office of the Condominium or at such other suitable and convenient place in the Borough of Manhattan as may be designated by the Condominium Board.
Section 4.4 Notice of Meetings. (A) The Secretary of the Condominium shall give notice of each annual or special meeting of the Unit Owners to all Unit Owners then of record entitled to vote at such meeting, which notice shall set forth the purpose, time and place of such meeting. Such notice may be given to any Unit Owner by personal delivery, mail, or telegram not later than ten (10) nor more than thirty (30) days prior to the day fixed for the meeting; however, the mailing of such notice to any Unit Owner, addressed to his address at the Property, at least ten (10) days prior to the day fixed for the meeting shall be conclusively deemed the giving of notice to such Unit Owner of such meeting. Any Unit Owner may designate an address for the giving of notice other than such Unit Owner’s address at the Property by giving written notice thereof to the Secretary of the Condominium not less than ten (10) days prior to the giving of notice of the applicable meeting.
(B) If the business to be conducted at any meeting of the Unit Owners shall include the consideration of a proposed amendment to the Declaration or to these By-Laws, the notice of such meeting shall be mailed to all Unit Owners at least thirty (30) days prior to the day fixed for such meeting and shall be accompanied by a copy of the text of such proposed amendment.
Section 4.5 Quorum of the Unit Owners. Except as otherwise provided in these By-Laws, the presence, in person or by proxy, of Unit Owners owning Units to which more than fifty (50%) percent of the aggregate Common Interests appertain shall constitute a quorum at all meetings of the Unit Owners. Notwithstanding the foregoing, the presence in person or by proxy of Unit Owners owning Units to which thirty-three and one-third (33 1/3%) percent or more of the aggregate Common Interests appertain shall constitute a quorum at the first meeting of Unit Owners held after the First Closing. If, at any meeting of the Unit Owners, there shall be less than a quorum present, a majority of the Unit Owners present at such meeting, either in person or by proxy, may adjourn the meeting to a time not less than 48 hours from the time fixed for the original meeting.
Section 4.6 Conduct of Meetings. The President shall preside at all meetings of the Unit Owners and the Secretary shall faithfully record the minutes thereof, which minutes shall include the full text of all resolutions duly adopted by the Unit Owners and a record of all transactions and proceedings occurring thereat. The then current edition of Robert’s Rules of Order, or any other rules of procedure acceptable to a majority of the Unit Owners present at any meeting, in person or by proxy, shall govern the conduct of the meetings of the Unit Owners unless the same shall be in conflict with the terms of the Declaration, these By-Laws, or the Condominium Act. All votes of the Unit Owners shall be tallied by the persons appointed by the presiding officer of the meeting.
Section 4.7 Order of Business. The order of business at all meetings of the Unit Owners shall be as follows:
(i) Roll call;
(ii) Proof of notice of meeting;
(iii) Reading of the minutes of the preceding meeting (unless waived);
(iv) Reports of officers of the Condominium;
(v) Reports of members of the Condominium Board;
(vi) Reports of committees;
(vii) Election of inspectors of election (when so required);
(viii) Election of members of the Condominium Board (when so required);
(ix) Unfinished business; and
(x) New business.
Section 4.8 Voting. (A) Subject to the terms of Section 4.9 hereof, each Unit Owner (including Sponsor or its designee, for so long as Sponsor or such designee shall own Unsold Units) shall be entitled to cast one vote at all meetings of the Unit Owners for each .000001% of Common Interest attributable to his Unit(s).
(B) Notwithstanding the terms contained in paragraph (A) hereof, no Unit Owner may vote at any meeting of the Unit Owners if the Condominium Board has perfected a lien against such Unit Owner’s Unit and the amount necessary to release such lien has not been paid at the time of such meeting. In addition, neither the Condominium Board nor any designee thereof shall be entitled to vote the Common Interest appurtenant to any Unit owned by the Condominium Board or such designee. The Common Interests of all Units whose owners are precluded from voting pursuant to the terms of this paragraph (B) will be excluded when computing the aggregate Common Interests of all Unit Owners for quorum and voting purposes.
(C) A fiduciary shall be the voting member with respect to a Unit owned in a fiduciary capacity. In addition, if two or more Persons own a Unit, they shall designate one Person amongst them to vote the Common Interest appurtenant to their Unit in a writing given to the Secretary of the Condominium, and the vote of such designee shall be binding upon all of such Persons. Failing such a designation, all of such Persons shall mutually vote such Common Interest under one ballot without division, and the concurrence of all such Persons shall be conclusively presumed if any one of them purports to vote such Common Interest without protest being contemporaneously made to the individual presiding over the meeting at which such vote is taken. If protest is made, the Common Interest appurtenant to such Unit shall be counted solely for the purpose of determining whether a quorum is present for such voting.
(D) The owner(s) of any Unit may designate any Person to act as a proxy on his behalf. The designation of any such proxy shall be made in a writing both signed and dated by the designer and delivered to the Secretary of the Condominium at or before the appointed time for the meeting(s) during which the same is to be effective. Any such designation shall be revocable at any time upon written notice given to the Secretary of the Condominium; however, no revocation of such a designation shall be effective with respect to any votes cast by such proxy prior to the receipt of such revocation notice by the Secretary of the Condominium or, if such revocation is made at a meeting of the Unit Owners during which the Secretary of the Condominium is not in attendance, by the individual acting as the secretary of such meeting. Except with respect to the designation of a Permitted Mortgagee to act as the proxy of its mortgagor(s), no designation to act as a proxy shall be effective for a period in excess of six (6) months after the date thereof.
(E) Except when otherwise required by law or otherwise provided in the Declaration or in these By-Laws, the affirmative vote of a majority of the Unit Owners shall be binding upon all such Unit Owners for all purposes.
Section 4.9 Election of Members of the Condominium Board. (A) Subject to the terms of Section 2.7 hereof, when voting for members of the Condominium Board, each Unit Owner (including Sponsor, for so long as Sponsor shall own Unsold Units) shall be entitled to cast one vote for each .000001% of Common Interest attributable to his Units per member to be elected. However, nothing contained herein shall be deemed either to permit any Unit Owner to cumulate the votes attributable to the ownership of any one Unit in favor of any one or more members to be elected. In addition, the terms of paragraphs (B), (C) and (D) of Section 4.8 hereof shall apply to all elections of members of the Condominium Board.
(B) Subject to the terms of Section 4.1 hereof, all elections of members of the Condominium Board shall be by written ballot, and each ballot cast shall state: (i) the name of the voting Unit Owner and, if such ballot is cast by proxy, the name of the proxy; (ii) the designation number(s) of the Unit(s) owned by the voting Unit Owner; (iii) the amount of the Common Interest(s) appurtenant to such Unit(s); and (iv) the names of the candidates for whom such ballot is cast (the number of which names shall not exceed the number of members to be elected). Any ballot that is not cast in conformity with this paragraph (B) shall be discounted. All election ballots shall be retained in the records of the Condominium, appropriately segregated by election.
(C) Subject to the terms of paragraph (D) of this Section 4.9, all elections of members of the Condominium Board shall be determined by plurality vote. The Commercial Unit Owner (who is initially likely to be Sponsor) shall elect (or designate) the following number of members of the Condominium Board to represent it on the Board at all times: (i) one (1) member at all elections held before the Commercial Unit is subdivided into a Garage Unit and one or more Commercial Units and (ii) two (2) members at all elections held after the Commercial Unit is subdivided into a Garage Unit and one or more Commercial Units. The member(s) of the Condominium Board to be elected or designated by the Commercial Unit Owner “shall be designated by the Commercial Unit Owner in writing at or before a meeting at which a quorum of all Unit Owners are” present. In the event the Commercial Unit is subdivided into a Garage Unit and a Commercial Unit, the Garage Unit Owner and Commercial Unit Owner shall each designate one member. However, in the event the Commercial Unit is subdivided into a Garage Unit and two or more Commercial Units, then the Garage Unit Owner shall designate one Board member to represent it on the Board and the Commercial Unit Owners representing a majority of the Common Interests of all Commercial Units shall elect or designate the other Board member to represent them on the Board. If no separate Garage Unit is created on the subdivision of the Commercial Unit, then the Commercial Unit Owners representing a majority of the Common Interests of all Commercial Units shall elect or designate one member to the Condominium Board to represent them.
(D) Sponsor shall have the right to vote all of the Common Interests attributable to Units owned by Sponsor, except that when voting for members (“residential members”) of the Condominium Board to represent the Residential Unit Owners, the following shall apply:
(i) During the Initial Control Period:
(a) the owner(s) of Unsold Residential Units (including Sponsor) shall in no event cast its (their) votes in favor of more than a bare majority of nominees who are related to or affiliated with Sponsor or other Unsold Residential Unit Owners (i.e., six (6) nominees in the case of ten (10) or eleven (11) residential members, five (5) nominees in the case of eight (8) residential members and four (4) nominees in case of seven (7) residential members); and
(b) the owner(s) of Unsold Residential Units (including Sponsor) and all other Residential Unit Owners shall have the right to elect the remaining residential members who shall not be related to or affiliated with Sponsor or other Unsold Residential Unit Owners (i.e., five (5) nominees in the case of eleven (11) residential members, four (4) nominees in the case of ten (10) residential members and three (3) nominees in the case of eight (8) or seven (7) residential members); and
(ii) at all elections held after the expiration of the Initial Control Period:
(a) the owner(s) of Unsold Residential Units (including Sponsor) shall in no event cast its (their) votes in favor of more two (2) nominees who are related to or affiliated with Sponsor or other Unsold Residential Unit Owners; and
(b) the Unsold Residential Unit Owners (including Sponsor) and all other Residential Unit Owners shall have the right to elect the remaining residential members who shall not be related to or affiliated with Sponsor or other Unsold Residential Unit Owners (i.e., five (5), six (6), eight (8) or nine (9) members depending on whether the residential members total seven (7), eight (8), ten (10) or eleven (11) members, respectively).
(E) After the Initial Control Period, the Unsold Residential Unit Owners (including Sponsor) shall have the right to elect or designate the following minimum number of residential members of the Condominium Board who are related to or affiliated with Sponsor or other Unsold Residential Unit Owners, unless waived in writing by all Unsold Residential Unit Owners: (a) two (2) residential members, for so long as the Common Interests attributable to the Unsold Residential Units equals, in the aggregate , thirty (30%) percent or more of the Common Interests of all Residential Units; and (b) one (1) member for so long there are at least fifty (50) Unsold Residential Units. In addition to this minimum number, the Unsold Residential Unit Owners (including Sponsor) have the right to vote for all other residential Board members who have no relationship or affiliation with Unsold Residential Unit Owners (including Sponsor).
Section 4.10 Action Without a Meeting. Any action required or permitted to be taken by the Unit Owners at a duly constituted meeting may be taken without such a meeting if Unit Owners sufficient in number (both in absolute number and in aggregate Common Interests) to approve such an action at a duly constituted meeting of such Unit Owners pursuant to the Declaration or to these By-Laws, consent in writing to the adoption of a resolution approving such action. All written consents given by such Unit Owners pursuant to this Section 4.10 shall be retained in the records of the Condominium together with a true copy of the resolutions to which they relate.
Section 4.11 Title to Units. Title to any Unit may be taken by any Person or by any two or more Persons as joint tenants, tenants in common, or tenants by the entirety, as may be appropriate, but not as owners in severalty.
Section 4.12 Contractual Liability of Unit Owners. Every contract made by the Condominium Board, by any officer of the Condominium, or by any superintendent or Managing Agent of the Building shall state (if obtainable and in addition to the limitation of liability of the members of the Condominium Board and the officers of the Condominium pursuant to the terms of Section 2.20 and 3.10 hereof, respectively) that only the Unit Owners on whose behalf such contract is made shall have liability thereunder and the liability of each such Unit Owner with respect thereto shall be limited to: (i) such proportionate share of the total liability thereunder as the Common Interest of such Unit Owner bears to the aggregate Common Interests of all Unit Owners on whose behalf the contract is made and (ii) such Unit Owner’s interest in his Unit and its Appurtenant Interest, unless otherwise provided by Law. Notwithstanding the foregoing, the Commercial Unit Owner shall only be liable if the contract affects the General Common Elements, the Commercial Unit or the Superintendent’s Unit.
ARTICLE 5

OPERATION OF THE PROPERTY
Section 5.1 Maintenance and Repairs. (A) Except as otherwise provided in the Declaration or in these By-Laws, all painting, decorating, maintenance, repairs and replacements, whether structural or non-structural, ordinary or extraordinary:
(i) in or to any Residential Unit and all portions thereof (including, but not limited to, the interior walls, ceilings and floors in the Residential Unit, kitchen and bathroom fixtures and appliances, indoor sills, all doors (entrance and terrace, if any) and their frames and saddles, exposed plumbing and gas fixtures and equipment, air conditioning units, lighting and electrical fixtures and any space forming a part of the Common Elements incorporated therein pursuant to paragraph (B) of Section 5.8 hereof, but excluding any other Common Elements contained therein), shall be performed by the owner of such Residential Unit at such Residential Unit Owner’s sole cost and expense;
(ii) in or to the General Common Elements (other than any Common Elements incorporated into one or more Units pursuant to the terms of paragraph (B) of Section 5.8 hereof), the Superintendent’s Unit or any other Unit acquired by the Condominium Board, shall be performed by the Condominium Board as a Common Expense (to be borne as provided in Article 6) or (as to any Residential Unit acquired by the Condominium Board other than the Superintendent’s Unit) as a Residential Common Expense to all Residential Unit Owners only;
(iii) in or to the Individual Limited Common Element shall be performed by (a) the Condominium Board as a Common Expense to all Unit Owners, if involving structural or extraordinary maintenance, repairs, or replacements (including, but not limited to, the repair of any leaks that are not caused by the acts or omissions of the Unit Owner having direct and exclusive access thereto) or (b) the Unit Owner having direct and exclusive access thereto at his sole cost and expense, if involving non-structural ordinary maintenance, repairs, or replacements;
(iv) in or to the Residential Limited Common Elements (other than any wall and/or space forming a part of the Common Elements incorporated into one or more Units pursuant to the terms of paragraph (B) of Section 5.8 hereof) shall be performed by the Condominium Board as a Residential Common Expense to all Residential Unit Owners;
(v) in or to the Commercial Unit and all portions thereof and any wall and/or space forming a part of the Common Elements incorporated therein pursuant to the terms of paragraph (B) of Section 5.8 hereof, but excluding any other Common Elements contained therein, shall be performed by the owner of the Commercial Unit, at the Commercial Unit Owner’s sole cost and expense; and
(vi) in or to the Commercial Unit acquired by the Condominium Board on behalf of all Unit Owners in accordance with Article 13 of the Condominium Declaration, shall be performed by the Condominium Board as a Common Expense to be borne by all Unit Owners in accordance with their respective Common Interests. Notwithstanding the foregoing, an Unsold Residential Unit Owner (including Sponsor as owner of an Unsold Residential Unit) shall not make any structural alterations or replacements to the Building’s load bearing structures without the consent of the Condominium Board, whose consent shall not be unreasonably withheld or delayed and shall be given if a duly qualified structural engineer shall certify to the Condominium Board that the proposed alteration or replacement will not impair the structural integrity of the Building.
No Residential Unit Owner (other than Sponsor or an Unsold Residential Unit Owner) shall make any structural repairs or replacements to his Residential Unit or Residential Unit’s Individual Limited Common Elements (if any) without the prior written approval of the Condominium Board in each instance. Additionally, no Residential Unit Owner (including Sponsor or an Unsold Residential Unit Owner) shall make such structural repairs or replacements without approval of the Landmarks Preservation Commission (if necessary). Such approval of the Condominium Board may not be unreasonably withheld, but if granted may be conditioned on such Residential Unit Owner complying with the same requirements and restrictions applicable to alterations, additions and improvements to the Residential Unit and Individual Limited Common Elements set forth in Section 5.2(A) and (C) below. Sponsor, an Unsold Residential Unit Owner and the Commercial Unit Owner have the right to make structural repairs or replacements to such owner’s Unit without approval of the Condominium Board, provided only that such repairs or replacements are made in compliance with the Law and such Unit Owner indemnifies the Condominium Board and all other Unit Owners from all claims and liability arising in connection therewith.
Promptly upon obtaining knowledge thereof, each Unit Owner shall report to the Condominium Board or to the Managing Agent any defect or need for repairs for which the Condominium Board is responsible pursuant to the terms hereof. All painting, decorating, maintenance, repairs and replacements performed hereunder or otherwise, whether by or at the behest of a Unit Owner or the Condominium Board, shall be performed in such a manner as shall not unreasonably disturb or interfere with any Unit Owners or the tenants and occupants of any Units.
(B) Notwithstanding anything to the contrary provided in paragraph (A) of this Section 5.1, the exterior glass surfaces of all windows of each Unit are to be washed and cleaned by the owner of such Unit at such Unit Owner’s sole cost and expense. However, the Condominium Board shall repair or replace the windows (including their panes, latches, operating mechanisms, muntins, mullions and sashes), unreasonable air penetration or any water penetration through the windows, or the Building’s outer walls and exterior and interior windowsills. All entrance doors to a Unit or to an Individual Limited Common Element are to be maintained, repaired and replaced by the respective Unit Owners at their own cost and expense. The exterior side of windows and doors facing a hallway or the outdoors shall not be painted or decorated without the prior written consent of the Condominium Board and Sponsor (for so long as Sponsor owns an Unsold Unit), in each instance. The Condominium Board and Sponsor are not obligated to give such consent. Any replacement window or door to be installed by a Residential Unit Owner must first be approved by the Condominium Board and (if necessary) the Landmarks Preservation Commission or other applicable governmental or quasi-governmental authority having jurisdiction. If the Landmarks Preservation Commission approves the replacement window, the Condominium Board shall also be deemed to have approved same. The foregoing right of the Condominium Board to approve the painting or decoration of the hallway side of entrance doors to Residential Units shall not apply to Unsold Residential Units, whose entrance doors may be painted, decorated, altered and replaced by, and at the expense of, the Unsold Residential Unit Owner (including Sponsor), without obtaining the approval of the Condominium Board, but subject to compliance with the Law (including the Landmarks Preservation Law, if applicable).
In addition, if any painting, decorating, maintenance, repairs, or replacements to the Property or any part thereof, whether structural or non-structural, ordinary or extraordinary, is necessitated by the negligence, misuse, or abuse of (i) any Unit Owner, the entire cost and expense thereof shall be borne by such Unit Owner, or (ii) the Condominium Board, the entire cost and expense thereof shall be borne by the Condominium Board as a Common Expense if involving the General Common Elements or Superintendent’s Unit or both the Residential Units or Residential Limited Common Elements and Commercial Unit, or a Residential Common Expense if involving only the Residential Units (other than the Superintendent’s Unit) or Residential Limited Common Elements, except, in all events, to the extent that such cost and expense is covered by the proceeds of any insurance maintained pursuant to the terms of these By-Laws. Similarly, each Unit Owner shall be responsible for any and all damage to any Unit or to the Common Elements resulting from such Unit Owner’s failure to maintain, repair, or replace his Unit or any portion thereof as required herein.
(C) Each Unit and all portions of the Common Elements shall be kept in first-class condition, order and repair (and free of snow, ice and accumulation of water with respect to any terrace, roof, or other part of the Property exposed to the elements) by the Unit Owner, or the Condominium Board, whichever is responsible for the maintenance thereof as set forth herein, and such Unit Owner or the Condominium Board, as the case may be, shall promptly make or perform, or cause to be made or performed, all maintenance work (including, without limitation, painting, repairs and replacements) that is necessary in connection therewith. In addition, the public areas of the Building and those areas exposed to public view shall be kept in good appearance, in conformity with the dignity and character of the Building, by (i) the Condominium Board, with respect to such parts of the Building required to be maintained by such Board, and (ii) each Unit Owner, with respect to the interior and exterior surfaces of the terrace, windows and shades, venetian or other blinds, drapes, curtains or other window decorations in or appurtenant to his Unit. The Condominium Board shall perform its obligations for maintenance, repairs, corrections and services as set forth in these By-Laws in a first class, workmanlike manner and in accordance with the standards of the New York City Housing Maintenance Code or other applicable Laws.
(D) The Condominium Board shall:
(i) operate the Building at, and shall provide to all Residential Unit Owners and the tenants and occupants of Unsold Residential Units alike (on a non-discriminatory basis) in accordance with Law (including, without limitation, the Rent Stabilization Law of 1969, the Code for Rent Stabilized Apartments in New York City adopted by the New York State Division of Housing and Community Renewal, the Rent and Rehabilitation Law, the Rent and Eviction Regulations promulgated under such latter law and General Business Law Section 352-eeee), the same level of services and facilities as those being provided at the time of First Closing under the Plan, except for those services (including maintenance and repairs to the interior of Residential Units) which are the obligation of the Residential Unit Owner to perform under these By-Laws;
(ii) defend, indemnify and hold harmless the Unsold Residential Unit Owners (including Sponsor) from all claims, actions, judgments, awards, losses, liabilities, costs and expenses (including, without limitation, reasonable attorney’s fees, disbursements and litigation expenses) (collectively “Losses”) incurred or required to be paid as a result of the failure of the Condominium Board to comply with its obligations under the preceding clause (i) or to perform any other obligation under the Declaration or these By-Laws. Notwithstanding the foregoing, the Condominium Board shall not so indemnify Sponsor for Losses during any period in which a majority of the Residential Members of the Condominium Board are persons related to or affiliated with Sponsor; and
(iii) cause its managing agent (a) to receive and relay to the appropriate Unsold Residential Unit Owner calls from “non-purchasing tenants” of Unsold Residential Units (as such quoted term is defined in the Plan) for repairs to the interior of Unsold Residential Units, including (without limitation) appliances and plumbing and lighting fixtures, without charge to the Unsold Residential Unit Owner and non-purchasing tenants and (b) if authorized by the Unsold Residential Unit Owner, to arrange for such repairs to be performed (the costs of the repairs and for any fee to the managing agent to arrange the repair work are to be paid solely by the appropriate Unsold Residential Unit Owner at the same rate charged to other Residential Unit Owners or without charge to the extent no charge is imposed on other Residential Unit Owners for similar repair work).
All such services and facilities shall be provided by the Condominium Board without charge, other than as part of the Residential Common Expenses payable by all Residential Common Expenses payable by all Residential Unit Owners; however, the applicable Unsold Residential Unit Owner shall pay the cost of repairs which are the obligation of the Residential Unit Owner or Unsold Residential Unit Owner to perform under these By-Laws.
All service calls from non-purchasing tenants shall be communicated promptly to the appropriate Unsold Residential Unit Owner, who shall perform all required repairs. However, the Condominium Board is authorized to have its managing agent perform at the expense of the appropriate Unsold Residential Unit Owner all “neglected repairs” and all “emergency repairs” in Unsold Residential Units occupied by non-purchasing tenants. “Neglected repairs” are repairs for which a violation is issued by the Department of Buildings or other governmental authority having jurisdiction and are not corrected within a reasonable period after access is given to the Residential Unit. If access is denied or delayed through no fault of the Unsold Residential Unit Owner, the time within which the Unsold Residential Unit Owner is to correct the violation shall be extended for a period equal in length to the period of denial or delay. “Emergency repairs” are repairs to correct dangerous or hazardous conditions which threaten the life, health or safety of residents or are necessary to avoid either damage to property or suspension of any essential service (such as water, heat or electricity).
Before undertaking a neglected repair, the Condominium Board or managing agent shall give the appropriate Unsold Residential Unit Owner not less than ten (10) days’ advance written notice of its intention to do so. If the Unsold Residential Unit Owner fails (a) to complete or substantially complete the neglected repair within such ten (10) day period or (b) (if the repair is of a nature that cannot reasonably be completed within ten (10) days), to promptly and in good faith commence the repair work and thereafter diligently complete the repair, then the managing agent – at the direction of the Condominium Board – may do so at the expense of such Unsold Residential Unit Owner.
Promptly after learning of the emergency and, if reasonably practical, before undertaking the emergency repair, the Condominium’s managing agent shall consult with the appropriate Unsold Residential Unit Owner by telephone (or by mailgram or telephone facsimile if unsuccessful by telephone). At the First Closing and on engaging a new managing agent, the Condominium Board will cause the managing agent to enter into a written agreement with the Sponsor and any other Unsold Residential Unit Owner to the foregoing effect.
Section 5.2 Alterations, Additions, Improvements or Repairs in and to Units and Limited Common Elements. (A) Subject to the terms of paragraph (B) of this Section 5.2, no Residential Unit Owner shall make any structural alteration, addition, improvement, or repair in or to his Residential Unit or its appurtenant Limited Common Elements without the prior written approval of the Condominium Board in each instance, which approval shall not be unreasonably withheld or delayed.
No Unit Owner shall resurface the terrace appurtenant to his Unit without the prior written approval of the Condominium Board in each instance and only in compliance with the landmark laws and regulations applicable to the Building. No Unit Owner shall paint, decorate or enclose any portion of a terrace which is visible from the ground or street surrounding the Building without the prior written approval of the Condominium Board and the Landmarks Preservation Commission. The Condominium Board and the Landmarks Preservation Commission are not obligated to give such consent.
Except as prohibited by law (including, but not limited to landmark laws applicable to the Building) in the event that the Condominium Board shall fail to answer any written, reasonably detailed request for such approval within thirty days after such request is received, such failure to respond shall constitute the Condominium Board’s consent thereto. Prior to, and as a condition of, the granting of any such approval, the Condominium Board may, at its sole option, require the Residential Unit Owner to procure and agree to maintain during the course of such work such insurance as the Condominium Board may reasonably prescribe and to execute an agreement, in form and substance satisfactory to the Condominium Board, setting forth the terms and conditions under which such alteration, addition, improvement, or repair may be made, including, without limitation, the indemnity referred to in paragraph (D) hereof and the days and hours during which any such work may be done and requiring the Unit Owner to agree to reimburse the Condominium Board for any architectural or legal fees or uses it incurs in connection with such approval.
(B) Notwithstanding anything to the contrary contained in paragraph (A) of this Section 5.2, however, Sponsor and the Commercial Unit Owner shall have the right pursuant to the terms of Article 12 of the Declaration, without the approval of the Condominium Board to (i) make any alterations, additions, improvements, or repairs in or to any Unsold Units (and their appurtenant Individual Limited Common Elements) or the Commercial Unit, respectively, whether structural or non-structural, interior or exterior, ordinary or extraordinary, and (ii) subdivide, combine and change the boundary walls of Unsold Units or the Commercial Unit. Notwithstanding the foregoing, an Unsold Residential Unit Owner (including Sponsor as owner of an Unsold Residential Unit) shall not make any structural alterations or replacements to the Building’s load bearing structures without the consent of the Condominium Board, whose consent shall not be unreasonably withheld or delayed and shall be given if a duly qualified structural engineer shall certify to the Condominium Board that the proposed alteration or replacement will not impair the structural integrity of the Building. All alterations, additions, improvements or repairs to Unsold Units, their appurtenant Limited Common Elements and to the Commercial Unit shall be performed in such a manner so as not to unreasonably interfere with the use of the Residential Units for dwelling or permitted home occupation purposes nor unreasonably interrupt the Building’s services and systems.
At the request of Sponsor, such initial purchaser of an Unsold Unit or the Commercial Unit Owner, the Condominium Board will execute any application or other documents required to be filed with any governmental authority having or asserting jurisdiction in connection with any such addition, alteration, improvement, or repair proposed to be made to an Unsold Unit or the Commercial Unit, at which time Sponsor, such purchaser or the Commercial Unit Owner (as the case may be) shall indemnify and hold harmless the Condominium Board and the other Unit Owners from any expense or liability by virtue of the execution of the application of such other documents.
(C) All alterations, additions, improvements and repairs by Unit Owners shall be made in compliance with Law (including, without limitation all laws and regulations governing the Building’s landmark status). In connection therewith, the Condominium Board shall execute applications to any departments of the City of New York, or to any other governmental agencies having jurisdiction thereof, for any and all permits required in connection with the making of alterations, additions, improvements, or repairs in or to a Unit or its appurtenant Individual Limited Common Elements provided that, with respect to all such work of a structural nature (but other than that of the nature described in paragraph (B) hereof), the same was approved by the Condominium Board if such approval is required pursuant to the terms of paragraph (A) hereof.
(D) Neither the Condominium Board nor any Unit Owner (other than the Unit Owner(s) making any alterations, improvements, additions, or repairs, or causing any of the same to be made, in or to his or their Unit(s) and appurtenant Individual Limited Common Elements (if any)) shall incur any liability, cost, or expense either (i) in connection with the preparation, execution, or submission of the applications referred to in paragraph (c) hereof; (ii) to any contractor, subcontractor, materialman, architect, or engineer on account of any alterations, improvements, additions, or repairs made or caused to be made by any Unit Owner; or (iii) to any Person asserting any claim for personal injury or property damage arising therefrom. All Unit Owners making any alterations, improvements, addition, or repairs, or causing any of the same to be made, in or to his or their Unit(s) and appurtenant Individual Limited Common Elements (if any) or the Unsold Residential Unit(s) or the Commercial Unit (as the case may be) shall agree (in a writing executed and delivered to the Condominium Board, if the Condominium Board shall so request), and shall be deemed to agree (in the absence of such writing), to indemnify and hold harmless the Condominium Board, the members of the Condominium Board, the officers of the Condominium, the Managing Agent and all other Unit Owners from and against any such liability, cost and expense, including (without limitation) fees payable to any attorneys, engineer and architect retained by the Condominium Board.
(E) In addition to the requirements set forth above in this Section 5.2, until a new or amended Certificate of Occupancy is obtained for the Building authorizing residential occupancy of all Residential Units offered for sale under the Plan, no Unit Owner shall make any alteration, addition, improvements, or repair (whether structural or non-str