5.02 Determination of Board to be Binding. Notwithstanding anything contained herein to the contrary, matters of dispute or disagreement between Unit Owners with respect to interpretation or application of the provisions of this Declaration or the By-laws shall be determined by the Board, which determination shall be final and binding on the Association and on all Unit Owners.

5.03 Voting Rights. There shall be one person with respect to each Unit Ownership who shall be entitled to vote at any meeting of the Unit Owners. When a Unit is owned by more than one person, they shall designate the Owner who shall be a voting member. A Unit Owner may also designate any person to act as proxy on his or their behalf and who need not be an Owner. Such designation shall be made in writing to the Board and shall be revocable at any time by actual notice to the Board of the death or judicially declared incompetence of any designator, or by written notice to the Board by the Owner or Owners. Any or all of such Owners may be present at any meeting of the Unit Owners and (those constituting a group acting unanimously) may vote or take any other action as a voting member, either in person or by proxy. The total number of votes of all voting members shall be one hundred (100), and each Owner or group of Owners shall be entitled to the number of votes equal to the total of the percentage of ownership in Common Elements applicable to his or their Unit Ownership as set forth in Exhibit B. The Trustee (or its beneficiary, nominee or designee) may exercise the voting rights with respect to any Unit owned by the Trustee.

5.04 Meetings.

(a) Quorum; Procedure: The presence at any meeting of the Unit Owners having a majority of the total votes shall constitute a quorum. Unless otherwise expressly provided herein, any action may be taken at any meeting of the Unit Owners at which a quorum is present upon the affirmative vote of the Unit Owners having a majority of the total votes present at such meeting. A Unit Owner may waive in writing notice of a meeting, or consent to the holding of a meeting without notice, or consent to any action of the Association or Board without a meeting.
(b) Annual Meeting: The first Annual Meeting of Unit Owners shall be held at such time as the Trustee shall designate, upon not less than ten (10) days prior written notice. In any event, said meeting shall be held on the 30th day after the sales of all Units in the Building shall have been closed, but in no event later than June 1, 1979. Thereafter, there shall be an Annual Meeting of Unit Owners on the First Tuesday of February of each succeeding year, at 7:30 o'clock p.m. Each meeting of Unit Owners shall be held on the Property, or at such other reasonable place as may be designated by written notice of the Board delivered to the Unit Owners not less than ten (10) days prior to the date fixed for said meeting.

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(c) Special Meetings: Special Meetings of the Unit Owners may be called at any time subsequent to the First Annual Meeting of the Unit Owners for the purpose of considering matters which, by the terms of this Declaration, require the approval of all or some of the Unit Owners, or for any other reasonable purpose. Said meetings shall be called by written notice, authorized by a majority of the Board, or by the Unit Owners having not less than one-third (1/3) of the total votes, and given to each Unit Owner not less than ten (10) days prior to the date fixed for said meeting. The notices shall specify the date, time and place of the meeting and the matters to be considered.

5.06 Conduct of Meetings.

(a) At each Annual Meeting, the Unit Owners shall, by a majority of the total votes present at such meeting, elect members of the Board of Managers for the forthcoming year to fill vacancies caused by the expiration of terms, and vacancies resulting from the death or resignation of Board members which have not been filled, as provided in Section 5.01. A majority of the members of the Board shall constitute a quorum. Members of the Board shall serve, without compensation. Except as otherwise provided in this Declaration, the Property shall be managed by the Board, and the Board shall act by majority vote of those present at its meetings when a quorum exists. Meetings of the Board may be called, held and conducted in accordance with such regulations as the Board may adopt, and shall be held on the Property or at such other reasonable place as all Board members may agree.
(b) The Board shall elect from among its members a President who shall preside over both its meetings and those of the Unit Owners, a Secretary who shall keep the minutes of all meetings of the Board and of the Unit Owners and who shall, in general, perform all the duties incident to the office of Secretary, and a Treasurer to keep the financial records and books of account. The Board may by resolution create additional offices and elect appointees thereto, and may create committees and make appointments thereto.
(c) Any Board member may be removed from office by affirmative vote of the Unit Owners having at least two-thirds (2/3) of the total votes present at any Special Meeting called for the purpose. A successor to fill the unexpired term of a Board member removed may be elected by majority vote of the Unit Owners at the same meeting or any subsequent meeting called for that purpose if the remaining members of the Board fail to fill the vacancy.
(d) An Annual Meeting of the Board shall be held immediately following the Annual Meeting of the Unit Owners and at the same place. Special Meetings of the Board shall be held upon call by the President or by a majority of the Board on not less than forty-eight (48) hours' notice in writing to each director, delivered personally or by mail or telegram. Any director may in writing waive notice of a meeting, or consent to the holdings of a meeting without notice, or consent to any action of the Board without a meeting.

(a) To elect the officers of the Association as hereinabove provided;
(b) To administer the affairs of the Association and the Property;
(c) To engage the services of manager or managing agent who shall manage and operate the Property and the Common Elements thereof for all of the Unit Owners, upon such terms and for such compensation and with such authority as the Board may approve (subject to Section 5.10 below);
(d) To formulate policies for the administration, management and operation of the Property and the Common Elements thereof, and to provide for the implementation thereof;
(e) To adopt administrative rules and regulations governing the administration, management, operation and use of the Property and the Common Elements and to amend such rules and regulations from time to time;
(f) To provide for the maintenance, repair and replacement of the Common Elements and payments therefor, and to approve payment vouchers or to delegate such approval to the officers or the manager of managing agent;
(g) To provide for the designation, hiring and removal of employees and other personnel, including accountants, and to engage or contract for the services of others, and to make purchases, for the maintenance, repair, replacement, administration, management and operation of the Property and the Common Elements, and to delegate any such powers to the manager or managing agent (and any such employees or other personnel may be the employees of the managing agent);
(h) To estimate the amount of the annual budget, and to provide the manner of assessing and collecting from the Unit Owners their respective shares of such estimated expenses, as hereinafter provided and to collect from the Unit Owners and pay over to the Association of Homeowners all assessments made against the Building and the Unit Owners by the Association of Homeowners;
(i) To comply with the instruction of 66-2/3% of the Unit Owners (unless a different plurality is required with respect to any issue or matter as elsewhere herein specified), as expressed in a resolution duly adopted at any annual or special meeting of the Unit Owners;
(j) To lease, sell, assign or deal with Units, storage areas and parking spaces controlled by the Association or the Board, and to designate areas of the Common Elements to be utilized for specific purposes;
(k) To seek relief from or in connection with the assessment or levy of real estate taxes, special assessments and other levies or assessments on behalf of and at the expense of all of the Unit Owners;
(1) To exercise all other powers and duties of the Board of Managers or Unit Owners as a group referred to in the Act, and all powers and duties of a Board referred to in the Declaration or these By-laws, and to perform all acts necessary to implement the foregoing; and
(m) To adopt further rules of procedure for the administration of the Board and the Association, provided that the powers of the Board shall at all times by subject to the provisions of this Declaration, as now existing or as hereafter amended pursuant to the provisions of Section 13.08.

(a) Utility Service for Common Elements: Water, waste removal, electricity and telephone, heat, power and other necessary utility service for the Common Elements (and, if not separately metered or charged, for the Units);
(b) Casualty Insurance: Insurance for the Property against loss or damage by fire and such other hazards as the Board may deem desirable, for the full insurable replacement cost of the Common Elements and the Units. Premiums for such insurance shall be Common Expenses. Such insurance coverage shall be written in the name of, losses under such policies shall be adjusted by, and the proceeds of such insurance shall be payable to, the members of the Board as trustees for each of the Unit Owners in their respective percentages of ownership interest in the Common Elements as established in Exhibit B. The Board may engage the services of any bank or trust company authorized to do trust business in Illinois to act as trustee, agent or depositary on behalf of the Board for the purpose of receiving and disbursing the insurance proceeds resulting from any loss, upon such terms as the Board shall determine consistent with the provisions of the Act and this Declaration. The fees of such corporate trustee shall be a Common Expense. In the event of any loss in excess of $20,000 in the aggregate, the Board shall engage a corporate trustee as aforesaid, or in the event of any loss resulting in the destruction of the major portion of one or more Units, the Board shall engage a corporate trustee as aforesaid upon the written demand of the mortgagee or Owner of any Unit so destroyed;
      The proceeds of such insurance shall be applied by the Board or by the corporate trustee on behalf of the Board for the reconstruction of the Building or a Unit or Units, or shall be otherwise disposed of, in accordance with the provisions of the Act; and the rights of the mortgagee of any Unit under any standard mortgage clause endorsement to such policies shall, notwithstanding anything to the contrary therein contained, at all times be subject to the provisions in the Act with respect to the application of insurance proceeds to reconstruction of the Building or Unit. Payment by an insurance company to the Board or to such corporate trustee of the proceeds of any policy, and the receipt of release from the Board of the company's liability under such policy shall constitute a full discharge of such insurance company, and such company shall be under no obligation to inquire into the terms of any trust under which such proceeds may be held pursuant hereto, or to take notice of any standard mortgage clause endorsement inconsistent with the provisions hereof, or see to the application of any payments of the proceeds of any policy by the Board or the corporate trustee;
(c) Liability Insurance: Comprehensive public liability insurance, including liability for injuries to and death of persons, and property damage, in such limits as it shall deem desirable, but not less than One Million Dollars ($1,000,000) in the aggregate per occurrence on account of liability, death or injury to persons and damage to property, and other liability insurance as it may deem desirable, insuring each Unit Owner, the Association, its officers, members of the Board, the Trustee, the manager and managing agent of the Buildings, if any, and their respective employees and agents, from liability in connection with the ownership and/or use of or maintenance of the Common Elements, and insuring the officers of the Association and members of the Board from liability for good faith actions in connection with the performance of their duties. Such insurance coverage shall include cross liability claims of one or more insured parties against other insured parties. The premiums for such insurance shall be Common Expenses;
(d) The Association shall, if available, purchase and maintain insurance (including Officers and Directors Indemnification Insurance) on behalf of any person who is a director, officer, employee or agent of the Association, or is or was serving at request of the Association as a director, officer, employee or agent of another association, corporation, partnership, joint venture, trust or other enterprise against any liability which can be or is asserted against him and incurred by him, in any such capacity, or arising out of his status as such, whether or not the Association agrees to indemnify him against such liability under the provisions of Section 5.11. If available, said insurance shall name as insureds all persons who shall from time to time act in any of the aforesaid capacities, and shall specifically include persons who have so acted (i) prior to the policy term, and (ii) prior to the initial meeting of Unit Owners. Notwithstanding anything to the contrary contained in this instrument, the obligation to furnish Officers and Directors Indemnification Insurance may not be abrogated without the prior written consent of all persons who are to be parties insured;
(e) Workmen's Compensation: Workmen's compensation insurance to the extent necessary to comply with any applicable laws;
(f) Wages and Fees for Services: The services of any person or firm employed by the Board, including, without limitation, the services of any person or firm to act as manager or as managing agent for the Property, the services of any person or persons required for maintenance or operation of the Property, and legal, accounting and other professional services necessary or proper in the operation of the Property or the enforcement of this Declaration and for the organization, operation and enforcement of the rights of the Association;
(g) Care of Common Elements: Landscaping, gardening, snow removal, painting, cleaning, tuckpointing, maintenance, decorating, repair and replacement of the Common Elements and streets and alleys adjacent thereto (but not including the interior surfaces of the Units, which the Owner shall paint, clean, decorate, maintain and repair and subject to the provisions of subsection (i) of this Section 5.08, and not including any portion of the Common Elements which are the responsibility of any Owner) and such furnishings and equipment for the Common Elements as the Board shall determine are necessary or proper, and the Board shall have the exclusive right and duty to acquire the same for the Common Elements;
(h) Additional Exnenses: Any other materials, supplies, furniture, labor, services, maintenance, repairs, structural alterations, insurance or assessments which the Board is required to secure or pay for pursuant to the terms of these resolutions or by law or which, in its opinion, shall be necessary or proper for the maintenance and operation of the Property as a first-class building or for the enforcement of this Declaration;
(i) Discharge of Mechanic's Liens: Any amount necessary to discharge any mechanic's lien or other encumbrance levied against the entire Property or any part thereof which may in the opinion of the Board constitute a valid and enforceable lien against the Property or against the Common Elements, rather than merely against the interest therein of particular Owners; it being understood, however, that the foregoing authority shall not be in limitation of any statutory provisions relating to the same subject matter. Where one or more Owners are responsible for the existence of such lien, they shall be jointly and severally liable for the cost of discharging it and any costs incurred by the Board by reason of said lien or liens shall be specially assessed to said Owner;
(j) Certain Maintenance of Units: Maintenance and repair of any Unit as provided in the Declaration and maintenance and repair of any Unit if such maintenance or repair is necessary, in the discretion of the Board, to protect the Common Elements, or any portion of a Building, and the Owner or Owners of said Unit have failed or refused to perform said maintenance or repair within a reasonable time after written notice of the necessity of said maintenance or repair delivered by the Board to said Owner or Owners, provided that the Board shall levy a special assessment against such Unit Owner for the cost of said maintenance or repair. The Board or its agents or contractors may enter any Unit when necessary in connection with any such maintenance and any other maintenance or construction for which the Association is responsible, or for general exterminating services for the Building ordered by the Board. It may likewise enter any balcony or patio for maintenance, repair, construction or painting. Such entry shall be made with as little inconvenience to the Owners as practicable, and any damages caused thereby shall be repaired by the Board, at the expense of the maintenance fund. The Board reserves the right to retain a passkey to each Unit, and no locks or other devices shall be placed on the doors to the Units to obstruct entry through the use of such passkey. In the event of any emergency originating in or threatening any Unit, or in the event of the Owner's absence from the Unit at a time when required alterations or repairs are scheduled, the management agent or his representative or any other person designated by the Board may enter the Unit immediately, whether the Owner is present or not.
(k) Capital Additions and Improvements: The Board's powers hereinabove enumerated shall be limited in that the Board shall have no authority to acquire and pay for out of the maintenance fund any capital additions and improvements (other than for purposes of replacing or restoring portions of the Common Elements, subject to all the provisions of this Declaration) having a total cost per improvement in excess of Ten Thousand Dollars ($10,000), nor shall the Association authorize any structural alterations, capital additions to, or capital improvements of the Common Elements requiring an expenditure in excess of Ten Thousand Dollars ($10,000) per improvement without, in each case, the prior approval of the Voting Members holding three-fourths (3/4) of the total votes.
(l) Certain Utility Services to Units: The Board may pay from the maintenance fund for water taxes, waste removal and/or any utilities which are not separately metered or otherwise directly charged to individual Owners. However, the Board may discontinue such payments at any time, in which case each Owner shall be responsible for direct payment of his share of such expenses as determined by the Board. The Board reserves the right to levy additional assessments against any Owner to reimburse it for excessive use by such Owner of any utility service, the expense of which is charged to the maintenance fund.

5.10 Rules and Regulations; Management.

(a) Rules: Written notice of all rules and regulations and amendments thereto, shall be given to all Owners and the entire Property shall at all times be maintained subject to such rules and regulations.
(b) No Business Activity: Nothing hereinabove contained shall be construed to give the Board authority to conduct an active business for profit on behalf of all of the Unit Owners or any of them, except that net income from concessions in the Building and from the net rental of Units, parking spaces and storage areas controlled by the Board shall be used to pay expenses of the Association.
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(a) The Association shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or contemplated action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of the Association) by reason of the fact that he is or was a director, officer, employee or agent of the Association, against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit or proceeding if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Association, and, with respect to any criminal action or proceeding, had no reasonable cause to believe his conduct was unlawful. The termination of any action, suit or proceeding by judgment or settlement, conviction or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonably believed to be in or not opposed to the best interests of the Association, and with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.
(b) The Association shall have power to indemnify any person who was or is a party or is threatened to be made a party to any threatened, pending or contemplated action or suit by or in the right of the Association to procure a judgment in its favor by reason of the fact that he is or was a director, officer, employee or agent of the Association, or is or was serving at the request of the Association as a director, officer, employee or agent of another association, corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys' fees) actually and reasonably incurred by him in connection with the defense or settlement of such action or suit if he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the Association; and except that no indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his duty to the Association unless and only to the extent that the court in which such action or suit was brought, shall determine upon application that despite the adjudication of liability but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which the court shall deem proper.
(c) To the extent that a director, officer, employee or agent of the Association has been successful on the merits or otherwise in defense of any action, suit or proceeding referred to in subparagraphs (a) and (b) hereof, or in defense of any claim, issue or matter therein, he shall be indemnified against expenses (including attorneys' fees) actually and reasonably incurred by him in connection therewith.
(d) Any indemnification under subparagraphs (a) and (b) hereof (unless ordered by a court) shall be made by the Association only as authorized in the specific case upon a determination that indemnification of the director, officer, employee or agent is proper in the circumstances because he has met the applicable standard of conduct set forth in subparagraphs (a) and (b) hereof. Such determination shall be made (i) by the Board by a majority vote of a quorum consisting of directors who were not parties to such action, suit or proceeding, or (ii) if such a quorum is not obtainable (or, even if obtainable, upon the direction of a quorum of disinterested directors) by independent legal counsel in a written opinion or (iii) by a majority of votes of the Unit Owners.
(e) The indemnification provided in Section 5.11 shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any contract, agreement, vote of Unit Owners or disinterested directors or otherwise, both as to action in his official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such person.