MARINA VISTA CONDOMINIUM
Bylaws
Issued:
March 2008
Re-issued:
Feb. 5, 2024
Table of
Contents
FORM OF ADMINISTRATION ...................................................................................................... 1
BORROWING MONEY; ACQUIRING AND CONVEYING PROPERTY ........................................... 11
BYLAWS OF MARINA VISTA
CONDOMINIUM
THESE BYLAWS govern the administration of MARINA VISTA CONDOMINIUM (the “Condominium”), which is located at 303 Pennsylvania Avenue, in the City of Sheboygan, County of Sheboygan, State of Wisconsin, as required under Section 703.10 of the Wisconsin Condominium Ownership Act (the “Act”). Every owner of a Unit in the Condominium (each a “Unit Owner”) shall comply strictly with these Bylaws and with the rules adopted under these Bylaws (the “Rules”), as these Bylaws and the Rules are amended from time to time, and with the covenants, conditions and restrictions set forth in the Declaration of Condominium (the “Declaration”) and in the Plat of the Condominium, both recorded in the Office of the Sheboygan County Register of Deeds, as they may be amended from time to time, and in the deed to the Unit Owner’s Unit, if any. When there are unsold Units in the Condominium, the Declarant of the Condominium (“Declarant”) also enjoys the same rights and assumes the same duties as they relate to each individual unsold Unit. Capitalized terms not otherwise defined in these Bylaws have the definitions provided in the Declaration.
1.1 Incorporation. The affairs of the Condominium
shall be administered by an Association of the Unit Owners (the “Association”).
The Association shall be incorporated as a non-stock corporation under Chapter
181 of the Wisconsin Statutes (“Chapter 181”). The membership of the
Association shall at all times consist exclusively of
all the Unit Owners.
1.2 Delegation of Duties. The duties of the Association are
delegated to a Board of Directors (the “Board of Directors” or “Board”) to the
extent described in Article 4. The powers and manner of selection and removal
of the members of the Board of Directors are set forth in Article 4.
2. Mailing Address. The
Association’s mailing address shall be 303 Pennsylvania Avenue, Unit 407,
Sheboygan, WI, 53081, providing that prior to completion of construction of the
Condominium improvements, the Association’s mailing address shall be 626 East
Wisconsin Avenue, 17th Floor, Milwaukee, WI 53202.
3.1 Calling Meetings, Location.
a) The Association shall hold annual meetings for the purpose of
electing Directors and transacting such other business as may be authorized by
the Unit Owners. The Board of Directors shall call the annual meeting for the
2nd, 3rd, or 4th Saturday in March with a 30-day notice given by the Board to
all Unit Owners designating which Saturday will be selected. (Adopted 6/30/13)
b) The Board of Directors may call
special meetings of the Association and shall do so if Unit Owners holding at
least 10% of the votes in the Association sign, date and deliver to any
Association Officer one or more written demands for the meeting describing one
or more purposes for which it is to be held.
c) Each meeting shall be held at such place
as the Board of Directors may determine, but within ten (10) miles of the
Condominium.
3.2 Quorum. Unit Owners holding at least 50% of
the votes in the Association must be in attendance to constitute a quorum at
any meeting of the Association. Attendance may be in person or by proxy as
provided below.
3.3 Roster
of Unit Owners: Meetings. The Association shall maintain a current roster of names and addresses of
every Unit Owner to which notice of meetings that the Association shall be
sent. Every Unit Owner shall furnish the Association with his or her name and
current mailing address. No Unit Owner may vote at meetings of the Association
until this information is furnished. No regular or special meeting
of the Association may be held except on at least 10 days’ written notice
delivered or mailed to every Unit Owner at the address shown on the roster or
unless written waivers of notice are duly executed by all Unit Owners.
3.4 Presiding
Officer. The
President of the Association shall preside at all meetings of the Association
he or she attends. If the President is absent, the Vice President shall
preside. If both the President and Vice President are absent, the Directors
present shall select one of their number to preside. If no Directors are
present, the Unit Owners present shall select a person to preside.
3.5 Recording
Officer. The
Secretary of the Association shall keep the minute book for recording the
resolutions of the Association and count votes at meetings of the Association.
In the Secretary’s absence, the person presiding over the meeting shall appoint
a person to fulfill those duties for the meeting.
3.6 Voting. At meetings of the Association
every Unit Owner is entitled to cast the number of vote(s) appurtenant to his
or her Unit as established in the Declaration. Unit Owners may vote by proxy,
but the proxy is effective only for a maximum period of 180 days following its
issuance, unless granted to a mortgagee or lessee of the Unit. If only one of
the multiple owners of a Unit is present at a meeting of the Association, the
owner is entitled to cast the vote(s) allocated to that Unit. If more than one
of the multiple owners is present, the vote(s) allocated to that Unity may be
cast only by unanimous agreement of the owners, but unanimous agreement is
conclusively presumed if any one of them purports to cast the vote(s) allocated
to that Unit without protest being made promptly by any of the others to the
person presiding over the meeting.
3.7 Majority Requirement. Unless otherwise provided in the
Act, and subject to provisions in these Bylaws requiring a different majority,
decisions of the Association shall be made on a majority of votes of the Unit
Owners present, entitled to vote, and voting.
3.8 Prohibiting
Voting by Certain Unit Owners. If the Association has recorded a statement of condominium
lien on a Unit and the amount necessary to release the lien has not been paid
at the time of a meeting of the Association, the Unit Owner may not vote at the
meeting.
3.9 Action
by Written Consent.
Action required or permitted to be taken or approved by the Unit Owners may be
approved without a meeting of Unit Owners if the action is approved by Unit
Owners holding at least 51% of the votes in the Association entitled to vote to
take or approve the action. Action required or permitted to be taken or
approved by Declarant may be approved without a meeting of Unit Owners. In
either such case, the action must be evidenced by one or more written consents
describing the action taken, signed by the required number of Unit Owners or
Declarant, as the case may be, and delivered to the
Association for inclusion in the minutes or filing with the Association
records. All signatures on the written consent shall be dated and, in
determining whether the required number of Unit Owners have signed the consent,
only those signatures dated after the date of the most recent meeting of the
Association may be counted.
3.10 Action
by Written Ballot.
Any action that may be taken at an annual or special meeting of the Association
may be taken without a meeting if the Association delivers a written ballot to
every Unit Owner entitled to vote on the matter. A written ballot shall set
forth each proposed action and provide an opportunity to vote for or against
each proposed action. Approval by written ballot under this Section shall be
valid only when the number of votes cast by ballot equals or exceeds the quorum
required to be present at a meeting authorizing the action, and the number of
approvals equals or exceeds the number of votes that would be required to
approve the matter at a meeting at which the total number of votes cast was the
same as the number of votes cast by ballot. A solicitation for votes by written
ballot shall include all of the following information:
(a) the number of responses needed to meet the quorum requirements; (b) the
percentage of approvals necessary to approve each matter other than election of
Directors; and (c) the time by which a ballot must be received by the
Association in order to be counted. A written ballot may not be revoked.
4.1 Number. The Board of Directors shall
initially consist of three (3) persons (each a “Director”). The number of
Directors shall be increased as set forth below.
4.2 Appointment
and Election.
Declarant shall appoint the initial members of the Board of Directors and,
subject to the provisions below for election of Directors by the Unit Owners,
their successors. The Unit Owners shall elect members of the Board as provided
below. None of the Directors elected by the Unit Owners may be a non-Unit
Owner. Owners, officers and directors of entity Unit
Owners shall be considered Unit Owners for purposes of the preceding sentence.
a.
Prior
to conveyance of 25% of the Percentage Interests (including the Percentage
Interests appurtenant to the Units that are or may be added to the Condominium
pursuant to Article 17 of the Declaration) to purchasers, the Association shall
hold a meeting at which the Unit Owners other than Declarant shall elect two
(2) Directors. Upon election of such additional Directors, the Board of
Directors shall consist of five (5) Directors, three (3) of which shall be
appointed by the Declarant and two (2) of which shall be elected by the Unit
Owners.
b.
Not
later than 45 days after the expiration period of Declarant control described
in the
Declaration,
the Association shall hold a meeting at which the remaining three
Directors appointed by Declarant
shall resign and the Unit Owner(s) shall elect three
(3)
Directors.
c.
At each
annual meeting of the Association, Declarant shall appoint a Director to
succeed each Director previously appointed by a Declarant who has not resigned
pursuant to the preceding paragraphs, and the Unit Owners shall elect a
Director to succeed each Director previously elected by the Unit Owners
pursuant to the preceding paragraphs.
4.3
Terms. Each Director’s term shall expire at the first annual
meeting of the Association following his or her appointment or election. The
term of a Director filling a vacancy in the office of
a Director elected by the Unit Owner(s) expires at the next election of
Directors by the Unit Owners and the term of a Director filling any other
vacancy expires at the end of the unexpired term that the Director is filling.
4.4
Powers and Duties. Except for matters reserved to the Unit Owners by
the Act, the Declaration, or these Bylaws, all policy
and operational decisions of the Association, including interpretation of the
Condominium Instruments, Bylaws, Rules, and other documents relating to the
Condominium or the Association, shall be made by the Board of Directors.
4.5
Compensation. Directors shall receive no compensation for their services
as Directors.
4.6
Removal.
a.
Directors elected by the Unit Owners may be removed with or
without cause by majority vote of the Unit Owners. A Director elected by the
Unit Owners may be removed by the Unit Owners only at a meeting called for the purpose
of removing the Director and the meeting notice must state that the purpose, or
one of the purposes of the meeting is removal of the Director.
b.
Directors elected by the Board of Directors may be removed with
or without cause by the vote of a majority of the
Directors then in office. However, a Director elected
by the Board to fill the vacancy of a Director is elected by the Unit Owners
may be removed with or without cause by the Unit Owners, but not the Board.
c.
Directors appointed by Declarant may be removed with or without
cause by Declarant.
4.7 Vacancies.
a.
Unless otherwise provided in the Association’s Article of
Incorporation, any vacancy occurring on the Board of Directors, including a
vacancy created by an increase in the number of Directors, may be filled until
the next succeeding annual meeting of the Association by the affirmative vote
of a majority of the Directors then in office,
although less than a quorum. In the event that the
Board ceases to exist, the Unit Owners have the power to elect a new Board.
b.
Unless the Articles of Incorporation provide otherwise, if a
vacant office was held by a Director appointed by
Declarant, only Declarant may fill the vacancy.
4.8 Meetings.
a.
The
Board of Directors shall hold at least one regular meeting annually,
immediately after and at the location of the annual meeting of the Association,
for the purpose of conducting such business as may come before the Board. The
Board may by resolution establish times and places for other regular meetings.
Regular meetings of the Board may be held without notice.
b.
The
President or 25% of the Directors then in office may call and give notice of a
special meeting of the Board. Special meetings of the Board must be preceded by
at least two days’ notice to each Director of the date, time
and place, but not the purpose, of the meeting.
c.
The
Board may permit any or all Directors to participate in a regular or special
meeting or in a committee meeting of the Board by, or to conduct the meeting through the use of any means of communication that satisfies
the requirements of Section 181.0820(3) of Chapter 181.
4.9
Quorum and Voting. Except as otherwise provided in Chapter 181 or the
Articles of
Incorporation,
a quorum of the Board of Directors consists of a majority of
the Directors in office immediately before a meeting begins. If a quorum is
present when a vote is taken, the affirmative vote of a majority of Directors
present is the act of the Board unless Chapter 181, the Articles of
Incorporation or another provision of the Bylaws requires the vote of a greater
number of directors.
4.10
Action Without Meeting. An action required or permitted to
be taken at a Board of Directors meeting may be taken without a meeting if a
consent in writing setting forth the action is signed by all of the Directors then in office.
4.11
Committees. The Board of Directors may adopt resolutions designating one
or more committees. Each committee shall consist of three (3) or more Directors
elected by the Board. To the extent provided by the resolution, the committee
may exercise the powers of the Board with respect to the management of the
affairs of the Association, when the Board is not meeting, except for electing
officers or the filling of vacancies on the Board or on committees created
under this Section. The Board may elect one or more of its members as alternate
members of a committee created under this Section, who may take the place of
absent members at any meeting of the committee. The designation of a committee
and the delegation of authority to it do not relieve the Board or any Director
of any responsibility imposed upon the Board of Director by law.
4.12
Professional Management. The Board of Directors may engage
the services of a professional manager or managing agent for the Condominium.
The term of any contract for professional management services shall not exceed
one year and shall be terminable by the Board with or without cause without the
payment of any penalty or an advance notice of more than 90 days. If Declarant enters into a professional management contract before
control of the Condominium is passed to the Unit Owners as described in
Declaration, the contract must give the Association the right to terminate it
without cause at any time after the transfer of control to the Unit Owners.
5.1 Appointment and Terms. The Board of Directors shall
appoint a President, a Secretary, a Vice- President
and a Treasurer, each of whom shall be members of the Board. In addition, the
Board may appoint such other officers, assistants to officers, acting officers,
and agents as the Board may deem necessary. The same person may simultaneously
hold more than one office. Each officer shall hold office until his or her
successor shall have been duly appointed or until the officer’s prior death, resignation or removal, at which time the Board shall
appoint a successor.
5.2 Duties
and Authority. Each officer
has the authority and shall perform the duties set forth in these Bylaws or, to
the extent consistent with these Bylaws, the duties and authority prescribed in
a resolution of the Board of Directors or by direction of an officer authorized
by the Board to prescribe the duties and authority of other officers. The
President shall be the Association’s chief executive officer and shall preside
at all meetings of the Association and the Board of Directors at which he or
she is present.
a.
The
President shall have and exercise general supervision over the conduct of the
Association’s affairs and over its other officers, employees, agents, and
consultants subject, however, to the Board’s control. The President shall have
authority to sign, execute, and deliver in the Association’s name all
instruments either when specifically authorized by the Board or when required
or deemed necessary or advisable by the President in the ordinary conduct of
the Association’s normal business, except in cases where the signing and
executive of the instruments shall be expressly delegated by the Board to some
other officer(s) or agent(s) of the Association or shall be required by law or
otherwise to be signed or executed by some other officer or agent.
5.3
Compensation. The Board of Directors shall fix the compensation of each
officer.
5.4
Removal. The Board of Directors may remove any officer, but the
removal shall be without prejudice to the contract rights, if any, of the
person so removed. Appointment shall not of itself create contract rights.
6. Except to the extent limited by the
Articles of Incorporation, the Association shall indemnify Directors and
officers as required under Section 181.0872 of Chapter 181. Unless otherwise
provided by the Articles of Incorporation or by written agreement between the
Director or officer and the Association, the Director or officer seeking
indemnification under Subsection 181.0872(2) of Chapter 181 shall select one of
the means described in Section 181.0873 of Chapter 181 for determining his or
her right to indemnification.
7.1 Budgets. The Board of Directors shall
annually adopt and distribute to all Unit Owners an annual budget setting forth
all anticipated common expenses and any amounts to be allocated to reserve
accounts and to any other funds for future expenditures; the amount and purpose
of any other anticipated Association expenditure; the amount in any reserve
account or any other funds held for future expenditures; any common surpluses;
the amount and source of any income, other than Unit Owner assessments; and the
aggregate amount of any assessment to be levied against Unit Owners and the
purpose of the assessment.
7.2 Assessments.
a. Assessments for Common Expenses
The
Board of Directors shall levy and collect assessments for common expenses from the Unit Owners.
Common expenses shall be assessed to the Unit Owners in proportion to their
respective Percentage Interests set forth in the Declaration. Unless the Board
determines otherwise, Unit Owners shall pay their annual budgeted assessments
in equal quarterly installments due on the first day of each quarter during
that year, January 1, April 1, July 1, and October 1.
In the event that payments for assessments for common expenses are not
received by the Association by 5 PM Central time on the 7th day of
each quarter, they shall be considered delinquent. Any delinquent assessments for common
expenses shall incur a late fee of Twenty Five dollars
($25.00) per day from the original due date to the date of payment. Any
delinquent assessments for common expenses and/or delinquent late fees shall be
a lien on the Unit until paid in full. The Association
may also commence legal action to collect delinquent assessments for common
expenses and/or delinquent late fees, and the Unit Owner shall be liable for
any costs related to collection of delinquent assessments of common expenses
and/or delinquent late fees including, but not limited to, attorneys fees
incurred by the Association.
b. Special Assessments
The
Board may also approve off-budget expenses paid for by special assessments due
as and when determined by the Board.
In
the event the payment of special assessments is not received by the Association
by 5 PM Central time on the 7th day after the due date set by the
Board, it shall be considered delinquent and bear interest from the original
due date until paid at an interest rate of ten percent (10.00%) per annum on
the unpaid balance until the special assessment is paid in full. Any delinquent
special assessments and/or delinquent late fees shall be a lien on the Unit
until paid in full. The Association may also commence legal action to collect
delinquent special assessments and/or delinquent late fees, and the Unit Owner
shall be liable for any costs related to collection of delinquent special
assessments and/or delinquent late fees including, but not limited to,
attorneys fees incurred by the Association.
7.3 Working Capital Fund.
a.
The
Association shall establish and maintain a working capital fund to meet
unforeseen expenditures or to purchase any additional equipment or services.
The initial working capital fund shall be established in an amount that is at
least equal to two (2) months of estimated common expenses for each Unit. Each
Unit’s share of the working capital fund shall be collected either at the time
the sale of the Unit by Declarant is closed or when control of the Condominium
is transferred to the Unit Owners, whichever is earlier. Amounts paid into
these funds shall not be considered as advance payments of regular assessments.
Declarant shall transfer the working capital fund to theAssociation for deposit to a segregated fund when
control of the Association is to the Unit Owners as described in the
Declaration.
b.
Declarant
may not use the working capital funds to defray any of its expenses, reserve
contributions, or construction costs or to make up any budget deficits while it
is in control of the Association. When unsold Units are sold, however,
Declarant may reimburse itself for funds it paid the Association for an unsold
Unit’s share of the working capital funds by using funds collected at closing
when the Unit is sold.
7.4
Reserves for Replacement. The Association shall establish and
maintain an adequate reserve fund for the repair and replacement of the Common
Elements, including the Limited Common Elements. The fund
shall be maintained out of regular assessments for common expenses. If
Declarant has elected under Section 703.163(3)(c) of the Act not to establish a
statutory reserve account or to terminate an account, establishment of a
statutory reserve account shall be addressed at the first annual meeting of the
Association held after, or at a special meeting of the Association held within
one (1) year after, the expiration of any period of Declarant control described
in the Declaration in accordance with Section 703.163(4) of the Act.
7.5
Availability of Condominium Documents. The Association shall have current
copies of the Declaration, Articles of Incorporation, Bylaws and Rules as well
as its own books, records and financial statements
available for inspection by Unit Owners or by holders, insurers, and guarantors
of first mortgages that are secured by Units in the Condominium. These
documents shall be available at the Association’s principal office during normal
business hours.
7.6
Audited Financial Statements. The Association shall make an
audited financial statement for the Association’s preceding fiscal year (if the
Condominium has been established for a full fiscal year) available to the
holder, insurer, or guarantor of any first mortgage that is secured by a Unit
in the Condominium on submission of a written request for it. The statement
shall be made available within 120 days of the Association’s fiscal year-end.
7.7
Rules. The Board of Directors may adopt, amend
and repeal Rules for the operation of the Condominium and the Association and
use and maintenance of the Condominium property, provided that no such Rule may
contradict the Act, the Declaration, the Articles of Incorporation, or these
Bylaws. Any Rule adoption, amendment, or termination while Declarant owns any
Unit shall require Declarant’s consent.
7.8
Remedies.
a.
If any
Unit Owner fails to comply with the Act, the Declaration, these Bylaws, the
Rules, or any decisions made by the Association (each a “violation”), the Unit
Owner may be sued for damages caused by the failure or for injunctive relief,
or both, by the Association or by any other Unit Owner. Unit Owners shall also
have similar rights of action against the Association. A Unit Owner who commits
a violation is also liable for any charges, fines, or assessments imposed by
the Association pursuant to these Bylaws or the Rules as a
result of the violation.
b.
If a
tenant of a Unit commits a violation that results in a charge, fine or
assessment imposed by the Association pursuant to these Bylaws or the Rules,
the tenant is liable for the charge, fine or assessment. If the Association
complies with the notice requirement below, the Unit Owner of the Unit occupied
by the tenant when the violation occurred is liable for any charges, fines, or
assessments imposed by the Association for which the tenant is liable that are
not paid by the tenant within thirty (30) days after receiving the notice
below. This paragraph does not affect the liability of the tenant to the Unit Owner for any
charges, fines, or assessments paid by the Unit Owner under this paragraph.
c.
If the
Association imposes a charge, fine, or assessment as a result
of a violation by a tenant of a Unit, the Association shall give notice
to the tenant by any method under Section 704.21(1)(a) to (e) of the Wisconsin
Statutes and to the Unit Owner of the Unit occupied by the tenant by any method
under Section 704.21(2)(a) to (d) of the Wisconsin Statutes. The notice shall
include the amount of charges, fines or assessments for which the tenant is
liable and notice that if the tenant fails to pay the Association the amount
for which the tenant is liable within thirty (30) days after the tenant
receives the notice, the Unit Owner is liable to the Association for the amount
unpaid by the tenant although the tenant may be liable to the Unit Owner for
any amounts the Unit Owner pays.
d.
This
Section does not otherwise affect the liability of a Unit Owner or tenant who
commits a violation.
7.9 Smoking Prohibited. With
the exception of condominium deck areas, no smoking shall be permitted
on the premises of the Marina Vista Condominium facility. Such prohibition
includes the Common Elements, condominium units, and grounds. Any current Unit
resident/owner who desires to be exempt from this provision shall notify the
Condominium Association in writing within thirty (30) days of adoption of this
Amendment to the Bylaws. At such time when the exempted Unit
resident(s)/owner(s) no longer resides at Marina Vista, such Unit shall be
subject to the no smoking prohibition. (Adopted 7/21/12).
ARTICLE VIII BORROWING MONEY; ACQUIRING AND CONVEYING
PROPERTY
8.1 Regular
Course. The Association may, on the terms and conditions and for the
consideration determined by the
Board of Directors, do any of the following:
a.
Sell,
lease, exchange or otherwise dispose of all, or substantially all its property
in the usual and regular course of its activities.
b.
Sell,
lease, exchange or otherwise dispose of less than substantially all its
property whether or not in the usual and regular
course of activities.
c.
Mortgage,
pledge, dedicate to the repayment of indebtedness, whether with or without
recourse, or otherwise encumber any or all its property whether
or not in the usual and regular course of its activities.
While
Declarant owns any Unit, any transaction described in this Section shall
require Declarant’s consent. However, unless required by the Declaration or the
Articles of Incorporation, approval of the other Unit Owners of a transaction
described in this Section is not required.
8.2 Other
Than Regular Course.
The Association may sell, lease, exchange or otherwise dispose of all, or
substantially all, of its property other than in the usual and regular course
of its activities on the terms and conditions and for the consideration
determined by the Board if the proposed transaction is approved by all of the following:
a.
Unless
the Declaration or the Articles of Incorporation provides otherwise, the Board.
b.
The
Unit Owners, by two-thirds of the votes cast or a majority of
the voting power, whichever is less.
c.
While
Declarant owns any Unit, Declarant.
8.3
Notice Requirements. If the Board seeks to have a transaction approved by
the Unit Owners at an Association meeting, the Association shall give notice to
the Unit Owners of the proposed meeting. The notice must also state the
purpose, or one of the purposes, of the meeting is to consider the sale, lease,
exchange, or other disposition of all, or substantially all, of the property or
assets of the Association and contain or be accompanied by a copy or summary of
a description of the transaction.
8.4
Written Consents or Ballots. If the Board seeks to have a
transaction approved by the Unit Owners by written consent or written ballot,
the material soliciting the approval shall contain or be accompanied by a copy
or summary of a description of the transaction.
8.5
Abandonment of Transaction. After a sale, lease, exchange, or
other disposition of property is authorized, the transaction may be abandoned,
subject to any contractual rights, without further action by the Unit Owners or
any other person who approved the transaction in accordance with the procedure
set forth in the resolution proposing the transaction or, if none is set forth,
in the manner determined by the Board.
9.1 These
Bylaws may be amended by the affirmative vote of 67% of the Unit Owners. Any
amendment made while Declarant owns any Unit shall require Declarant’s consent.
Each particular set forth in Articles I – VIII, shall be expressed in the
Bylaws as amended.
ARTICLE X
10.1 Liberal Construction. The provisions of these Bylaws shall be liberally construed
to facilitate the operation of the Condominium and the Association.
10.2 Severability. All provisions of these Bylaws are severable
and the invalidity of one provision does not affect the validity of any other
provision.
10.3 Conflicts. If there is any conflict between
any provisions of the Act or any of the Condominium Instruments and any
provisions of these Bylaws or the Rules, the provisions of the Act or the
Condominium Instruments shall control. If there is any conflict between any
provisions of these Bylaws and any provisions of the Rules, the provisions of
these Bylaws shall control.