ZONE 3 DUNAS DOURADAS OWNERS ASSOCIATION (“Z3OA”).
INTERNAL RULES AND REGULATIONS
Membership of the Boards and Notices of General Meetings
1. Directors are appointed at the Annual General Meeting and their term of office on a Board commences from the conclusion of the General Meeting at which they are elected and ends at the conclusion of the General Meeting at which they retire.
2. Nominations for elections to a Board must be signed by a member of the Z3OA as proposer and by the nominee, who must be an Owner or Representative Member, to signify his/her willingness to take up office if elected.
3. Prior written notice of a General Meeting must be given to Members by the Board at least 4 weeks prior to the intended date of the General Meeting and nomination forms for the election or re-election of directors must be sent with the Notice of the Annual General Meeting.
4. Completed nominations forms shall returned by the date reasonably determined for their return by the Board which shall be no earlier than one week following the issue of the Notice of the Annual General Meeting and no later than three weeks prior to the intended date of the Meeting.
5. The Agenda for a General Meeting, giving notice of the Resolutions to be proposed at the Meeting and the Proxy Form must be sent to members at least three weeks prior to the intended date of the Meeting.
Officers of the Board and Powers of the Boards
6. Save where a President of a Board is elected into such office at a General Meeting, it is for the directors of a Board to elect their own officers, which shall include a President and, in the case of the Management Board, a Finance Director.
7. Each director shall perform such duties and carry out such role as may be delegated to him/her by the Board. They shall not be remunerated for carrying out their duties but may be reimbursed expenses necessarily incurred.
8. The Management and Fiscal Boards shall endeavour to meet at least twice in each year of office but must meet at least once.
9. The Z3OA is represented by the Management Board which shall implement the decisions of the General Assembly and to manage the affairs of the Z3OA and legally to represent the Z3OA.
10. In routine acts of management the Z3OA is bound by the signature of any member of the Management Board. Otherwise, it is bound by the joint signatures of any two members of the Management Board or by any one such member and the President of the Fiscal Board or any one such member and a power of attorney duly appointed by the Management Board.
11. The Fiscal Board shall be responsible for oversight of the finances of the Z3OA.
12. The General Assembly Board shall be responsible for the running of General Meeting, which shall ordinarily be presided over by the President of the General Assembly Board (or a Vice-President in his absence), who shall be responsible for how the General Meeting is conducted.
Voting Procedures
13. The President of a Board shall not have a casting vote.
14. Notice must be given in writing on all matters to be voted on at a General Meeting.
15. Each Representative Member shall have one vote at a General Meeting.
16. Proxy Forms shall be sent out with the Agenda for a General Meeting at least three weeks prior to the Meeting and the Proxy Form should allow the Member to indicate, if desired, how their proxy should vote on each proposed resolution. If no indication of how the proxy should vote is noted on the form, the proxy shall have discretion.
17. The President of the General Meeting Board shall be responsible for validating Proxy Forms and counting votes.
18. Amendments to the Internal Rules and Regulations require the approval of at least 50% of Members voting in person or by proxy at a General Meeting.
Communal Management of Services and Administration
19. The principal purpose of the Z3OA is to promote the interests of Owners and to ensure that Common Areas and individual Residential Properties within Zone 3 are maintained to an acceptable standard in keeping with the quality of the Resort but without infringing the individual property and condominium rights, and for this purpose certain maintenance services to individual Residential Properties (“Communal Services”) shall be arranged and managed by the Z3OA on a communal basis as agent for the Owners and the costs so incurred charged out to Owners, who will benefit directly from the expenditure incurred, through the Community Charge on a fair and reasonable basis according to area or the number of properties, or otherwise as the Board shall reasonably determine.
20. Communal Services shall include but will not be limited to (i) maintenance and improvement expenditure of the gardens and the irrigation system (ii) exterior painting of the Residential Properties, which shall be undertaken at least every four years unless otherwise determined at a General Meeting (iii) the obtaining of Public Liability Insurance and Buildings Insurance (under the Collective Group Scheme) (iv) cleaning and maintenance of stairwells and meter cupboards (v) annual preventative cleaning of the drains (vi) administration services via an Administrator appointed by the Board.
21. Communal Services may also include expenditure of a capital nature.
22. The cost of external repainting shall be collected by way of contributions to the Sinking Fund but the Management Board may also levy Sinking Fund contributions for other planned purposes approved by a General Meeting.
23. The budget for planned expenditure for the following year shall be presented for discussion at the Annual General Meeting as will the proposed Community Charge and Sinking Fund levy, which requires to be approved by the Annual General Meeting.
24. Planned expenditure will normally be funded through the annual Community Charge collected in advance. However, where unplanned expenditure is undertaken, particularly in respect of some but not all Residential Properties, the Board may charge a supplementary Community Charge to the Owners whose Residential Properties benefit from the expenditure. In which case the Board will inform the owners in advance of their intentions, giving the Owners a reasonable period in which to raise any objection in respect of their own property, following which the Board is authorised to undertake the works and recover the cost as aforesaid.
25. The Community Charge shall ordinarily represent the pre-estimate of the annual cost of Communal Services and the costs of Administration of the Z3OA itself and shall be collected by two semi-annual instalments in advance in order to put the Z3OA in funds to meet its responsibilities and commitments incurred as agent for the Owners. By paying the Community Charge, Owners authorise the Z3OA to enter into expenditure commitments on their behalf as agent for them.
26. Funds received from Owners by the Z3OA shall be held by it on trust for the Owners of Residential Properties at the time the expenditure is incurred. Save in the circumstance of the Z3OA being terminated by decision of a General Meeting, in which case any funds held by the Z3OA will be distributed back to Owners equally, Community Charge and Sinking Fund contributions paid shall not be refundable but shall be retained by the Z3OA, including where there is a change in ownership of a Residential Property. It is for a selling Owner to recover from a buyer under apportionment provisions.
27. Subject to clause 18 above, the charging of unplanned improvement expenditure of a capital nature or other unplanned expenditure affecting all Residential Properties to the Sinking Fund rather than by way of Community Charge shall be at the discretion of the Management Board.
28. The maintenance of the structures, including roofs and chimneys, of Residential Properties shall remain at all times the responsibility of individual Owners or their Blocks.
29. The Management Board may appoint an Administrator to deal with the day to day tasks of management of the Communal Services but the choice of appointee shall be approved by a General Meeting.
Duration of Z3OA and Membership Rights and Duties
30. THE Z3OA, which otherwise shall last indefinitely, can only be terminated by a vote of at least 75% of all Members voting in person or by proxy at a General Meeting or by imposition of law.
31. Membership Rights are automatic upon acquisition of the ownership of a Residential Property and are lost automatically upon the transfer however arising of the Residential property by the Owner and include the right to participate in General Meetings and vote or appoint a proxy (who must be a another Member or co-owner) thereat and to be elected to a Board or make nominations for election.
32. Members must forthwith notify the Z3OA of any necessary alternations to the record of member so as to maintain the Register of owners and Members fully up to date. In the case of joint Owners, one of them shall be nominated to exercise voting rights on behalf of all co-owners.
33. Members comprising not less than 25% of voting rights may request the convening of a General Meeting.
34. An Owner and or their Representative Member has a duty to (a) comply with the Statutes and Internal Rules and Regulations (b) make timely payment of their Membership Fee and Community Charge and Sinking Fund dues (c) without prejudice to their legal rights, to comply with resolutions or decisions of the General Assembly or the Boards.
Good Neighbour requirements
35. Owners and their approved residents and guests are obliged to behave as good neighbours to other Owners and residents.
36. The Board is empowered to apply policies and practices designed to ensure the obligations set out in clause 23 above are adhered to and the Board shall act fairly, reasonably and impartially in exercising its powers.
37. The initial Good Neighbour policies are set out below but the Board may develop further such policies which shall become effective when tabled to and approved at a General Meeting and shall thenceforth be incorporated into the Internal Rules and Regulations. Without the prior approval of the Board
a) No alterations shall be made to the exterior look of a Residential Property which would adversely affect the uniform look of the properties within Zone 3.
b) No structure shall be added to the external walls or roofs of the blocks e.g. satellite dishes, awnings.
c) Essential structures such as air-conditioning units may be installed at the Owner’s expense provided that they are covered up in in the same manner and design as existing Residential Properties.
d) No advertisements, signboards, posters or such like may be displayed within public view on any exterior wall or window or anywhere in the Common Areas.
e) Owners are required to inform the Management Board or the Administrator of their intention to carry out building works to or within their properties, which are likely to cause nuisance to their immediate neighbours, and the estimated period for the works. Owners must ensure that their contractors operate so as to minimise the nuisance caused by working within established working hours and have appropriate public liability insurance.
f) Owners must not engage in any activity that poses a risk or causes a nuisance to other Owners or their approved residents or guests, including making excessive noise particularly after 22.00 hours, and must respect other Owners’ rights to peaceful enjoyment of their properties, including respecting that the garden areas are not communal but personal to each Block.
g) Owners who rent their properties must comply with the requirements for permits etc. and are accountable for the behaviour of their rental clients. Where a complaint is notified to an Owner about the behaviour of a rental client, it is the Owner’s responsibility to address the matter and cause the rental client to desist.
Miscellaneous
38. If any provision of these Internal Rules and Regulations shall be held illegal or unenforceable, the legality and enforceability of the remainder
shall not be affected.
39. These Internal Rules and Regulations are intended to supplement and amplify the Statutes and to define further the responsibilities of the Z3OA, the powers of its officers and the rights and obligations of the Members.
40. Communications between the Z3OA and its Members may be by email as well as in writing.
41. Without prejudice to the applicable legal provisions for the Z3OA any matter which the Statutes and or the Internal Rules and Regulations fail to address and which is required to enable the Boards to act in pursuit of the Z3OA’s principal purpose and which is not covered or expressly omitted shall be decided by the General Assembly.
42. The Definitions and headers are for guidance only but form part of these Internal Rules and Regulations.
Definitions
In these Internal Rules and Regulations the masculine includes the feminine and the neuter and the plural the singular and vice versa and the following words have the following meaning as the context so permits: -
(a) “Association” means the ZONE 3 DUNAS DOURADAS OWNERS ASSOCIATION (hereinafter called the Z3OA).
(b) “Resort” means the Resort known as "DUNAS DOURADAS" which is duly licensed by the Municipality of Loule (hereinafter called “Dunas Douradas”), within which is located Zone 3.
(c) “Owner” means any lawful Proprietor of a Residential Property and PROVIDED ALWAYS that for purposes of voting in any General Meeting, (whether Annual or Extraordinary) and notwithstanding that the Owner or their representative Member may be one or more persons or a legal entity, and the right to vote at such Meeting shall be of one vote per Residential Property.
(d) “Beneficial Owner” means a real person or persons whose ownership of property in Dunas Douradas is held on his/their behalf through a corporate body and is interpreted and set out in the English language in the context of Anglo Saxon law of the “Law of Trusts”.
(e) “Member” means a real person who is an Owner or has been nominated by an Owner as the Representative Member for the purposes of exercising voting rights at any General Assembly and who shall exercise the voting right in respect of a Residential Property and such Member shall be a resident from time to time of the Residential Property and will also be eligible to serve as a director of the Z3OA.
(f) “Residential Property” means an apartment within ZONE 3 at Dunas Douradas but does not include specifically any commercial property or property of any other nature.
(g) “Zone 3” means the area designated as Zone 3 within the plans of the Resort within which are the several separate condominiums comprised in the apartments numbered from 301A to 315B inclusive.
(h) “Common Areas” means those areas and equipment and services within Zone 3, not individually owned by Owners, that are intended to be used and or are provided in common to the Owners within Zone 3 at Dunas Douradas (e.g calcadas, sewers), and which are defined and referred to in the various planning permission and licences for the Resort imposing strict and specific Rules and Regulations and strict general local and national planning laws and which are owned by Infralobo or other public authority or may be acquired in time by the Z3OA or the Dunas Douradas Owners Association.
(i) “Law of Horizontal Property” means the relevant Portuguese legislation enshrined in the Portuguese Civil Code together with any other legislation for the time being in force which governs the relationship as between owners of properties which have been created under the legal property regime of Horizontal Property such as the Apartments within Zone 3 and which includes but is not limited to the rules which govern the use of the common areas and payment for services as well as the rights and duties and obligations of the owners of Property under the regime of Horizontal Property.
(j) “Director” or Member of a Board” means a person elected to serve as a director on a Board
(k) “Community Charge(s)” means the charges, whether charged annually or otherwise, for the communal provision of maintenance services in respect of Owners’ Residential Property provided to the Owners within Zone 3 in accordance with the terms and conditions of these Z3OA Internal Rules and Regulations.
(l) “Sinking Fund” means the funds held by Z3OA from contributions levied on Owners for the purpose of building and maintaining a contingency or reserve fund to cover planned and or unexpected capital or revenue expenditure.
(m) “Internal Rules and Regulations” means the Internal Rules and Regulations of Z3OA as may be varied and are approved by Owners from time to time.
(n) “Membership Fee” means any fee payable by a Member to the Z3OA for the Membership Rights as may be determined by the General Assembly, provided always that the fees shall not exceed Euro 5 a year.
(o) “General Assembly” means the body of Members convened in General Meeting.
(p) “General Meeting” means any Meeting of the General Assembly of Z3OA whether it is an Annual General Meeting or an Extraordinary General Meeting which has been duly convened.
(q) “Membership Rights” means the rights exclusive to Members of the Z3OA under the Statutes and these internal Rules and Regulations but Provided Always that any Membership Rights shall not be capable of being exercised and, at the entire discretion of the Management Board, may be suspended in the event that an Member is in an unjustified breach of his duties and or obligations to the Z3OA or an Owner is in breach of his obligations to pay the Membership Fee, Community Charges or Sinking Fund.
(r) “Registered Office” means the registered office of the Z3OA which is at DUNAS DOURADAS, Garrao, Parish of Almancil, Loulé, Portugal, but may be changed to another location or a neighbouring municipality at a General Meeting by majority vote of Members.
(s) “Representative Member” means the person, who shall be a resident of the Owner’s Residential Property, notified in writing to the Z3OA, to exercise the Membership Rights on behalf of the Owner.
(t) “Minutes Books” means all of the Minutes of the General Meeting and Board Meetings of the Z3OA as well as all relevant Statutes, the register of Members and other documentation which is to be kept at the Registered of Office of the Z3OA.