33-2204. Powers of board; limitations; period of developer control; election of directors and officers; removal of directors

A. Except as provided in the timeshare instrument, subsection B or other provisions of this chapter, the board may act in all instances on behalf of the association.

B. Except as expressly authorized in the timeshare instrument, the board shall not act on behalf of the association to amend the timeshare instrument, terminate the timeshare plan, elect or remove members of the board or determine the qualifications, powers and duties or terms of office of directors. The board may fill vacancies in its membership for the unexpired portion of any term, subject to the timeshare instrument.

C. Except as otherwise provided in this section, the timeshare instrument may provide for a period of developer control of an association during which the developer, or a person designated by the developer, may appoint and remove the officers of the association and the members of the board. Notwithstanding the period provided in the timeshare instrument, the period of developer control of the association terminates no later than the earlier of:

1. One hundred twenty days after conveyance of ninety-five per cent of the timeshare interests that were created by the timeshare instrument to owners other than the developer.

2. Five years after the developer has ceased to offer timeshare interests for sale in the ordinary course of business, under either the timeshare plan itself or another timeshare plan in which the timeshare interests are included, whichever is later.

D. A developer may voluntarily surrender the right to appoint and remove officers of the association and members of the board before the end of the period provided for in subsection C by executing a written instrument declaring the surrender and providing a copy of the instrument to the owners. If the timeshare instrument is recorded, the developer s surrender instrument shall be recorded. In the developer s surrender instrument, the developer may require that, for the duration of the period of the developer s control, specified actions of the association or board as described in the timeshare instrument be approved by the developer before they become effective.

E. If the timeshare instrument provides for a developer control period of shorter duration than any period prescribed by this section, the timeshare instrument controls.

F. No later than the termination of any period of developer control, the owners shall elect a board of at least three members, which may include representatives of the developer. The board shall elect the officers of the association. The board members and officers of the association take office on election.

G. Notwithstanding any provision of a timeshare instrument or the bylaws of an association to the contrary, the owners, by a vote representing at least two-thirds of all voting rights of persons present in person or by proxy who are entitled to vote at any meeting of the owners at which a quorum is present, may remove any member of the board, with or without cause, other than a member appointed by the developer during the period of developer control under subsection C.