Board is owner-elected by percentage-weighted vote with majority-vote removal and open meetings after the developer Control Period expired, but four commercial units hold perpetual deed-level monopolies over front desk, registration, telecom, signage, food and beverage and pool-deck changes, Article XIV rental rules and any commercial-unit right need their unanimous consent under both the deed and the By-Laws, the Board can grant easements, borrow and sign amenity-sharing deals without an owner vote, and the 2023 amendment stretched director terms from two to five years.
StructureOne association
Commercial unitYes, with its own deed rights
On-site operatorNot named in this set. The Master Deed gives the owner of Commercial Unit CU-1 ('Administrative' on the assessment schedule) the front desk, registration, telecom and rental-management rights; the 'Dunes Village Resort' marks belong to Pan American Vacations Management, LLC. The original By-Laws state that the Association itself 'shall not become involved in the business or practice of rental management of RESIDENTIAL UNITS' (Exhibit E Art. I Sec. 4), so the on-site rental program is the CU-1 owner's private business, not an Association program. Association manager is Resort Association Management (RAM).
BoardOriginal 2007 By-Laws (Master Deed Exhibit E): three to five directors, initially three appointed by the developer; at the first annual meeting after Class II control ends, five directors are elected on staggered 3/3/2/2/1-year terms and thereafter for TWO-year terms, nominated by a nominating committee with nominations from the floor, elected by plurality, serving unlimited consecutive terms. The Oct 2023 bylaw amendment (passed 85.83% in favor) replaced that Section 6 and lengthened every subsequent term to FIVE years. Owners may remove any director with or without cause by a majority vote of the membership, and the Board may remove a director with three consecutive unexcused absences or more than 30 days delinquent (Exhibit E Art. III Sec. 7). Board meetings are open to owners (who may speak only when a director asks on their behalf) with at least two meetings a year; executive sessions are allowed (Sec. 10, 16). The original Section 6 also let the Commercial Unit owners, by majority vote, seat a non-voting ex officio director with notice, attendance and inspection rights; whether that paragraph survived the 2023 replacement of Section 6 is unstated. Common management or amenity-sharing agreements with other associations need two-thirds of all directors (Sec. 22). The Board may grant, modify or move easements and licences over the common elements without owner approval, with the costs treated as common expenses (Master Deed Art. VI(L), p. 17), may seek rezoning of the regime to a Planned Unit Development (Art. XIII, p. 22), and may borrow for repairs or budget shortfalls without a member vote (Exhibit E Art. III Sec. 21). Management contracts are capped at two years and the developer or its affiliate may be the managing agent (Sec. 19).
Developer rightsGrantor Dunes Village Properties, LLC had the right to appoint the board for 10 years from the Oct 2007 recording (Class II control, Art. XXXII, p. 48); during Class II membership the Grantor's votes carried four times their percentage weight and the Class II member held a veto over every Board and committee action (Exhibit E Art. II Sec. 2, Art. III Sec. 3). That Control Period expired by its terms in Oct 2017 unless ended earlier; the By-Laws required the Class II member to call a meeting or mail notice within 120 days after termination (Exhibit E Art. III Sec. 2), but no such notice is in the set. The 2023 bylaw amendment is drafted for the post-Class II elected board but does not itself state that Class II control has ended, and no document in the set records the turnover. Its option to add Phase II (up to 3 more commercial units on the garage parcel, statutory value 350 to 9,000 which would dilute every unit's percentage interest) and to build extra garage-parcel amenities expired Feb 28, 2018 unless exercised (unstated). Grantor retains perpetual consent rights over any amendment touching its reserved rights or Article XXXII, may make corrective amendments unilaterally, and reserved the exclusive right to put units into a fractional ownership plan (Dunes Village Owners' Club). No other owner or third party may submit a unit to interval ownership, timesharing or any similar rotating-use scheme (Art. V, pp. 10-11). Association rules that would affect the Grantor's units, common elements or fractional-unit rights also do not bind the Grantor without its written consent (Art. XV, p. 25). The Board's easement power may not be used in any way the Grantor reasonably considers detrimental to its sales or marketing (Art. VI(L), p. 17).
Commercial-unit rightsDeed-level and perpetual, amendable only with the CU owners' written consent (Master Deed Art. XXIX(A)(6); By-Laws Art. VI Sec. 6): CU-1 (Administrative) holds the exclusive front-desk/registration agency, exclusive telephone/cable/pay-per-view/internet easement, ownership of the phone switchboard, PA system and card-key system, rooftop cell-tower easement (CU-1 may lease rooftop sites to carriers itself while the Association keeps repairing the roof - Art. VI(D), p. 13), exclusive advertising/signage easement over corridors, elevators and building exteriors, control of marquee signage, live/recorded music on pool decks 9 a.m. to midnight, exclusive use of janitorial closets, trash and laundry chutes, 7 storage bays and up to 11 reserved garage spaces, and a veto over any change to the pool deck, pools or water amenities. CU-2 (Restaurant) holds the Pool Deck Limited Common Element (Art. IV(H), p. 9) and, together with CU-1, a perpetual exclusive food, beverage and retail sales easement over the pool decks, sun decks and other common elements (Art. VI(G), p. 15); CU-2 alone may place tables and chairs on the decks and close deck areas for private events (10/yr, 6 hrs, 24 hours' posted notice). CU-1 is also the exclusive agent for scheduling any garage-parcel amenities (tennis courts etc.) and is expressly not liable for how it performs its registration and scheduling duties (Art. XV(C), p. 26). CU owners may alter their units and limited common elements without Board consent (Art. XIX, p. 29) and may use them for any legal commercial purpose regardless of the plan labels (Exhibit B, p. 66). If the restaurant's Poolside Cabana Bar is destroyed and cannot be rebuilt in place, the Association must relocate and rebuild it on the pool deck at Association expense (Art. XXIV, p. 36). The Board plus a majority of CU owners may sign amenity-sharing deals with hotels and other regimes without any residential vote. Residential owners and the Association are barred from any commercial activity (rental desk, key pick-up, concierge, laundry, etc.) in units or common elements, and CU owners may specifically enforce that bar and may seek emergency court relief for it outside the arbitration clause (Art. XXX(F); Art. XXXIX(A)(2)(v)). Under the original By-Laws the CU owners could also appoint a non-voting ex officio director.
VotesOriginal By-Laws Art. II Sec. 2 (Exhibit E, p. 86): Class I members cast one vote per unit, weighted by the unit's percentage interest in the common elements (Exhibit C), with co-owners designating one Voting Member; Class II (developer) votes carried four times their weight for up to ten years; Class III fractional owners get 1/8 vote per fractional interest. Master Deed Art. XIII (p. 22) ties membership to unit ownership and caps any fractional unit at one vote. Quorum is a simple majority of the total vote in person or by proxy (Sec. 12; recited as 51% in the 2023 amendment); proxies must reach the Secretary 48 hours before the meeting (Sec. 10); 10% of the total voting weight can petition for a special meeting (Sec. 5); action without a meeting needs unanimous written consent (Sec. 14). The 2023 amendment recites turnout as 2 members in person = 2.37% and 237 by proxy = 86.56% (89% total), consistent with this weighted-vote rule. Master Deed amendments need owners of 67% of the undivided interest (Art. XXIX(B), p. 45). Percentage-interest weighting means the four commercial units together hold about 2.06% of the vote.
Changing the deedMaster Deed: proposed by the CU-1 owner, the Board, or 25% of ownership interest; approved by 67% of undivided interest at a special meeting called on 20-60 days' notice; unanimous owner and first-mortgagee consent to change percentage interests or assessment basis; Article XIV changes need all CU owners; changes to Grantor or CU rights need that party's consent; termination needs unanimous owners and lienholders. By-Laws: 67% of total votes (in person, by proxy or written consent), never less than the percentage required to act under the clause being amended, no change to a Grantor or CU-owner right without consent, effective only on recording (Exhibit E Art. VI Sec. 6, p. 99). Conflicts resolve in the order SC law, Master Deed, Articles, By-Laws (Art. VI Sec. 3).
Disputes or lawsuitsManagement declined to answer the litigation question and pointed to the public court index. Master Deed imposes mandatory notice-negotiation-mediation-binding arbitration on nearly all claims (Exempt Claims, Art. XXXIX(A)(2), p. 56: Association suits to collect assessments; Association or commercial-unit-owner suits for a temporary restraining order or equivalent emergency relief; owner-vs-owner suits that do not involve the Grantor or Association and assert a cause of action independent of the Master Deed; and suits in which an indispensable party is not a Bound Party), a jury-trial waiver, and prevailing-party attorney's fees. A claimant who misses the 30-day mediation or 15-day arbitration filing windows is deemed to have waived the claim (Art. XXXIX(B)(3)-(4), p. 57). The By-Laws add an internal notice-hearing-appeal process for fines (Exhibit E Art. III Sec. 23) and indemnify directors and officers to the fullest extent of the law (Art. VII).