§ 11A-109. Managing entity; association

   (a) Managing entity -- Developer to provide. -- If the number of time-shares in a time-share project is more than 12, the developer, before the first transfer of a time-share, shall provide a managing entity. The managing entity may be the developer during the developer control period or the association. If the time-share project is part of a larger project containing time-share units and other units, the managing entity may be the entity that manages the larger project. If the larger project is a condominium regime, the managing entity may be the condominium council with the consent of all condominium owners. If the number of time-shares in the time-share project is 12 or fewer and there is no managing entity, 3 or more time-share owners may form an association.

(b) Managing entity -- Court can appoint. -- In the absence of a managing entity required by this section, a court upon application of a party in interest, may appoint and prescribe the powers of a managing entity.

(c) Managing entity -- Powers. -- Except as otherwise provided in the time-share instrument, the managing entity has the power to:

   (1) Institute, defend, or intervene in litigation or other legal proceedings in its own name on behalf of itself or 2 or more time-share owners on matters affecting time-shares, time-share units, or the time-share project;

   (2) Adopt and amend reasonable rules and regulations;

   (3) Indemnify its directors and officers and maintain directors' and officers' liability insurance with respect to the time-share project;

   (4) Impose charges for late payments of assessments and, after notice and an opportunity to be heard, levy reasonable fines for violation of the time-share instrument, bylaws, and rules and regulations of the time-share project; and

   (5) Exercise any other powers necessary and proper for the governance and operation of the time-share project.

(d) Managing entity -- Responsibilities. -- Except to the extent otherwise provided in the time-share instrument, and to the extent of funds available to it for such purposes, the managing entity is responsible for the maintenance and repair of and replacements to the time-share units and any personal property available for use by time-share owners, other than personal property separately owned by a time-share owner. Each time-share owner shall afford access through his time-share unit reasonably necessary for these purposes, but if damage is inflicted on such time-share unit through which access is afforded, then in such event the managing entity shall promptly repair such damage.

(e) Association subject to other law. -- Subject to the limitations of this section, the association shall be subject to Title 5, Subtitle 2 of the Corporations and Associations Article.

(f) Removal of director of association. -- A director of an association may be removed from office in accordance with the articles of incorporation of the association. If the articles of incorporation do not provide for removal, a director may be removed at a meeting called for that purpose, with or without cause, by such vote as would suffice for his election. The costs for reproduction and mailing of the proxies used to remove any director shall be reimbursed to the member incurring such costs if the member requests such reimbursement and the director is in fact removed.

(g) List of association members. --

   (1) The association shall maintain and make available on written request to a member in good standing of the association at reasonable cost, a list of the names and addresses of all members.

   (2) A list provided to a member under paragraph (1) of this subsection:

      (i) Shall be used only for purposes of conducting association business; and

      (ii) May not be:

         1. Used for commercial gain or other pecuniary benefit for the member, the member's agent, or any other person or entity; or

         2. Copied, sold, or otherwise delivered or disseminated.

(h) Special meetings of association. --

   (1) (i) If an association has not held a meeting for 3 years, a special meeting shall be called by the directors. Notice of the meeting and sample proxy forms shall be sent to all members at least 30 days prior to the meeting.

      (ii) Unless a smaller number is provided for in the articles of incorporation or bylaws, the presence of 25 percent of the members, in person or by proxy, shall constitute a quorum.

   (2) (i) If the number of members present at the special meeting is insufficient to constitute a quorum, not more than 6 months thereafter a second special meeting shall be called.

      (ii) Notice of the meeting and sample proxy forms shall be sent to all members at least 30 days before the meeting.

      (iii) Notice of a second special meeting shall contain a statement that any business may be considered at the meeting, including amendment of the association's articles of incorporation or bylaws.

      (iv) At this special meeting, the presence of 5 percent of the members, in person or by proxy shall constitute a quorum.

   (3) At any special meeting held under this subsection, any action may be taken by simple majority vote, including amendment of the association's articles of incorporation or bylaws.

HISTORY: 1984, ch. 579; 1990, ch. 85.