Governance and Administration Bylaws

The condominium community shall be known as El Santuario, a vegan community in nature.

The condominium shall be established and administered under the applicable laws of Costa Rica, including the Ley Reguladora de la Propiedad en Condominio, its implementing regulations, and other applicable legislation.

These Bylaws are a preliminary governance draft. The final Reglamento de Condominio y Administración, condominium plans, registered property descriptions, and related legal instruments must be prepared or approved by a qualified Costa Rican lawyer and notary.

The purpose of El Santuario is to provide a peaceful, environmentally responsible residential community committed to ethical veganism, respect for animals, conservation, and cooperative stewardship of shared property.

The condominium shall be governed by its registered legal instruments, applicable Costa Rican law, these governance provisions as legally adopted, the Ethical Vegan Covenant, and the Community Rules and Regulations.

If any provision conflicts with mandatory Costa Rican law or the registered condominium instruments, the applicable law and legally controlling instruments shall prevail. The remaining provisions shall continue to apply to the extent legally possible.

The development shall consist of individually registered condominium units, together with common property designated in the approved condominium plans.

Each unit shall have the ownership rights, boundaries, permitted uses, and corresponding share of common property established in the registered condominium documents.

Common property may include internal roads, paths, parking areas, clubhouse, swimming pool, recreation facilities, gardens, greenhouse, orchard, utility infrastructure, water storage, landscaping, and other areas designated as common property.

No owner may claim exclusive ownership of common property except where a legally established exclusive-use right applies.

Common property shall be maintained for the benefit of the condominium community and used in accordance with applicable law and community rules.

Any allocation of common expenses, voting rights, insurance costs, or ownership percentages shall follow the legally registered condominium structure. These allocations must not be assumed to be equal unless the approved legal documents expressly provide for equality.

Each registered unit owner shall comply with applicable law, the registered condominium regulations, the Ethical Vegan Covenant, and the Community Rules and Regulations.

Units may be used as primary residences, secondary residences, or rental residences, subject to the condominium's legally established use restrictions.

A unit may not be used for an unlawful purpose or in a manner that creates unreasonable danger, nuisance, damage, or interference with other residents.

Owners are responsible, to the extent permitted by law, for ensuring that their tenants, guests, contractors, and other invitees comply with applicable community requirements.

Owners must maintain their units and any private infrastructure in safe condition and prevent avoidable damage to common property or neighboring units.

Owners shall not make structural alterations or changes affecting the exterior, utilities, drainage, environmental features, or common property without the approvals required by law and the applicable architectural and environmental guidelines.

El Santuario is founded on a strict ethical vegan commitment that applies to residents' conduct in their private homes and in common areas, as well as to activities conducted within the community.

Owners, residents, tenants, and guests shall comply with the El Santuario Ethical Vegan Covenant, which establishes the community's standards concerning animal exploitation, fully plant-based food, clothing, personal-care products, entertainment, animal commerce, and companion-animal guardianship.

The Covenant is intended to be a substantive community obligation, not merely a statement of values.

The final registered condominium regulations and related agreements must expressly incorporate the Covenant to the fullest extent permitted by Costa Rican law. The legal documents must establish how compliance obligations apply to owners, occupants, tenants, successors, and visitors.

A breach of the Covenant may be referred to the Board for review and enforcement under these Bylaws and the legally adopted Community Rules and Regulations.

No provision shall authorize unlawful discrimination, unlawful entry into a private residence, or enforcement measures prohibited by Costa Rican law.

The condominium shall be administered through the owners' assembly and other governing bodies required or permitted under Costa Rican condominium law.

The General Assembly shall consist of the unit owners or their legally authorized representatives.

The General Assembly shall exercise the powers assigned to it by law and the registered condominium regulations, including, as applicable:

• Approving annual budgets and common-expense assessments.
• Electing, appointing, or removing Board members and administrators.
• Reviewing financial reports and reserve balances.
• Approving major repairs, improvements, and special assessments.
• Approving amendments to the registered condominium regulations.
• Reviewing matters reserved to the owners under applicable law.

Meetings shall be convened with the notice, agenda, documentation, quorum, representation, and voting procedures required by law and the registered regulations.

Meetings may be held in person or through legally permitted remote means.

Voting rights and the required majority for each decision shall be established in the registered condominium documents in accordance with applicable law. The documents must specify the rules for ordinary decisions, major expenditures, amendments, and other matters requiring special approval.

Meeting minutes and formal resolutions shall be recorded and made available to owners in accordance with applicable law and the adopted administrative procedures.

The condominium shall have a Board or equivalent governing body where permitted or required by the final legal structure.

The Board shall be elected or appointed in accordance with the registered regulations. The final documents shall establish the number of members, term lengths, eligibility requirements, election process, vacancies, and removal procedures.

The Board shall act in the interests of the condominium as a whole, exercise its authority in good faith, manage conflicts of interest, and comply with applicable law.

Subject to powers reserved to the General Assembly, the Board shall:

• Oversee the administration and maintenance of common property.
• Implement approved budgets and collect assessments.
• Supervise the administrator and service providers.
• Maintain financial records, contracts, insurance records, and meeting minutes.
• Receive and review complaints about alleged rule violations.
• Apply the Covenant and Community Rules and Regulations through lawful procedures.
• Arrange repairs, inspections, and emergency responses.
• Monitor environmental stewardship and common-area operations.
• Provide owners with reports and information as required by law.

Board members shall disclose material conflicts of interest and shall not participate in decisions where applicable law or adopted governance procedures require their recusal.

The Board may delegate operational duties to a qualified administrator but shall retain the responsibilities that cannot legally be delegated.

The Board shall not exercise powers reserved by law to the General Assembly, courts, public authorities, or other competent bodies.

The condominium may appoint an administrator to manage day-to-day operations under the authority established by law, the registered regulations, and the Board's lawful instructions.

The administrator's responsibilities may include collecting assessments, paying approved expenses, coordinating maintenance, keeping records, communicating notices, managing service contracts, and reporting financial and operational matters.

The administrator shall act within the approved budget and delegated authority. Significant unbudgeted expenditures shall require the approval specified in the registered regulations, except where urgent action is legally authorized to address an emergency.

The Board shall review the administrator's performance and may recommend appointment, replacement, or termination in accordance with the governing documents.

Each owner shall pay their share of common expenses as determined under the registered condominium regulations and applicable law.

Common expenses may include:

• Property taxes and other common property charges, as legally allocated.
• Association or condominium insurance.
• Landscaping and grounds maintenance.
• Cleaning and upkeep of common facilities.
• Utilities and maintenance of shared infrastructure.
• Water storage, filtration, and common water systems.
• Roads, paths, lighting, and parking.
• Pool, clubhouse, recreation, and garden maintenance.
• Administration, accounting, legal services, and required compliance costs.
• Repairs, capital improvements, and reserve contributions.

Property taxes and insurance intended to be paid through the condominium administration shall be included in the approved budget and allocated according to the registered legal structure. The final documents must distinguish taxes and insurance attributable to individual units from those properly treated as common expenses.

The Board or administrator shall prepare an annual operating budget for approval through the process established in the registered regulations.

The budget should include appropriate reserves for foreseeable repairs, replacement of shared equipment, infrastructure renewal, and other long-term obligations.

The Board shall not promise a fixed monthly fee unless supported by an approved budget and the applicable legal documents. Fees may change as actual costs, insurance premiums, utilities, maintenance requirements, and the number of completed units change.

Where approved expenses exceed available funds, the owners may be required to pay a special assessment in accordance with the registered regulations and applicable voting requirements.

Financial statements, budgets, assessment records, and supporting documentation shall be maintained and made available to owners in accordance with applicable law and reasonable administrative procedures.

Assessments and other validly imposed charges shall be paid by the due dates established in the approved budget, registered regulations, or lawful resolutions.

Overdue balances may be subject to lawful interest, collection costs, and other charges only to the extent authorized by applicable law and the governing documents.

The Board or administrator shall issue appropriate notices and may pursue lawful collection proceedings when necessary.

Any statutory liens, judicial collection proceedings, or foreclosure remedies shall be pursued only where legally available and through the procedures required by Costa Rican law.

No owner shall be deprived of property or occupancy rights through an informal or automatic forfeiture process. Any enforcement affecting ownership, possession, or sale of a unit must follow the applicable legal process.

The condominium shall maintain insurance for common property and shared risks as required by law and as approved through the budget.

The final regulations shall specify how insurance for individual units, structural elements, shared infrastructure, liability, and other risks is arranged and paid.

Each owner shall maintain their unit and private systems as required by the registered regulations and applicable law.

An owner may be responsible for damage to common property or another unit caused by the owner's negligence, misconduct, unauthorized alterations, or those of the owner's tenants, guests, contractors, or invitees, to the extent legally established.

Responsibility for damage shall be determined through a fair process that considers the evidence, applicable insurance, causation, and any relevant legal requirements.

The Board may arrange urgent repairs necessary to protect people, property, utilities, or the environment, subject to its lawful authority and the applicable financial approval procedures.

Renting a unit is permitted subject to applicable law and the registered condominium restrictions.

The minimum rental period shall be 30 consecutive days. Shorter-term tourist or vacation rentals shall not be permitted to the extent this restriction is validly established and enforceable under Costa Rican law.

Owners shall provide tenants with the applicable Covenant and Community Rules and shall take reasonable steps to ensure compliance.

Owners remain responsible for their own obligations to the condominium. Responsibility for a tenant's or guest's breach shall be imposed on the owner only to the extent permitted by law and the registered documents.

Transfers of units, inheritance, and resale shall be governed by Costa Rican law and the registered condominium instruments.

The final legal documents shall establish how new purchasers receive notice of and become bound by the condominium regulations and applicable community obligations.

Any requirement that a purchaser sign an acknowledgment, any right of first refusal, any eligibility condition, and any restriction on transfers must be reviewed by a Costa Rican lawyer and notary before adoption. No additional transfer restriction should be assumed enforceable merely because it appears in these draft Bylaws.

Owners and residents shall comply with the architectural, landscape, environmental, water, wastewater, and waste-management requirements adopted for the community.

Construction and landscaping shall comply with applicable permits, environmental restrictions, protected-area requirements, watercourse setbacks, and other legal obligations.

Each villa shall have its own individual septic system, subject to engineering design, required approvals, and applicable permits.

Owners shall maintain their individual wastewater systems and prevent leaks, contamination, or other harmful impacts.

The community shall promote composting, waste reduction, responsible water use, habitat protection, and minimal disturbance to forest and wildlife areas.

The condominium is not required to provide community garbage collection unless later approved and legally arranged. Residents shall arrange lawful disposal of non-compostable waste in accordance with community rules and public-health requirements.

Shared utilities and infrastructure shall be maintained according to the approved budget and applicable technical standards. Responsibilities for private connections and shared systems shall be clearly allocated in the final regulations.

Common facilities shall be available to owners and authorized occupants subject to the Community Rules and Regulations, capacity limits, safety requirements, and lawful operating policies.

The Board may establish reasonable procedures for reservations, maintenance closures, safety, parking, shared vehicles, EV charging, pool use, recreation areas, and other amenities.

No person may use common facilities in a manner that creates unreasonable danger, damages property, or substantially interferes with others' lawful use.

The Board may temporarily close facilities when reasonably necessary for maintenance, emergencies, safety, or legal compliance.

The Board shall not permanently remove or materially alter common facilities where owner approval is required by law or the registered regulations.

The Board shall be responsible for receiving and reviewing complaints about alleged violations of the Covenant, Community Rules and Regulations, and other applicable condominium requirements.

Complaints shall be documented and handled consistently, confidentially where appropriate, and without retaliation against persons who make good-faith reports.

Before imposing a sanction, the Board shall ordinarily provide notice of the alleged violation, a reasonable opportunity to respond, and a written decision explaining the basis for its determination. Emergency measures may be taken where reasonably necessary and legally authorized, with subsequent review as appropriate.

Sanctions may include warnings, required corrective action, recovery of proven damage costs, and fines or restrictions only where authorized by law and validly adopted governing documents.

Serious or repeated violations may be referred to the competent authorities, courts, or other legally authorized bodies.

The Board shall apply the strongest lawful remedies available for substantiated violations while respecting due process, proportionality, privacy, and mandatory legal protections.

No provision in these Bylaws independently authorizes the Board to enter a private residence without lawful authority, seize property, evict an occupant, compel a sale, or terminate ownership.

Any attempt to terminate occupancy, compel a transfer, or otherwise affect an owner's property rights must have a valid legal basis and follow the procedures required by Costa Rican law.

The Board shall establish a procedure for requesting reconsideration or review of a decision, without limiting any statutory rights to pursue legal remedies.

The condominium shall maintain accurate records of owners, authorized representatives, budgets, financial transactions, insurance, contracts, assessments, resolutions, and complaints as required by law.

Owners shall have access to records they are legally entitled to inspect, subject to lawful privacy, confidentiality, and data-protection requirements.

The Board shall communicate material decisions, budget changes, special assessments, major repairs, and significant risks to owners within the time and manner required by law or the registered regulations.

Records containing sensitive personal information shall be handled responsibly and disclosed only where legally authorized or required.

Amendments to the registered condominium regulations shall be proposed, approved, formalized, and registered according to Costa Rican law and the requirements applicable to the condominium.

The Board may adopt or revise operational policies only within the authority granted by law, the registered regulations, and valid General Assembly resolutions.

Operational rules may not override registered ownership rights, mandatory law, or decisions reserved to the General Assembly.

Amendments to the Ethical Vegan Covenant or Community Rules and Regulations shall follow the adoption procedure established in the final legal documents. Any amendment affecting legally protected rights or registered obligations must receive the approvals and formalities required by law.

The Board shall seek to resolve community disputes fairly and promptly where appropriate.

Owners and residents are encouraged to attempt reasonable informal resolution when doing so is safe and appropriate.

Mediation may be used by mutual agreement or where legally appropriate, without preventing access to competent authorities or courts.

Costa Rican law shall govern the condominium and these Bylaws.

If the community is developed in phases, the developer's rights, obligations, voting powers, financial responsibilities, and transfer of control to the owners shall be expressly defined in the registered legal documents.

The developer shall remain responsible for expenses, construction obligations, and common-property responsibilities allocated to it by law and the registered instruments.

During development, construction activities shall be managed to minimize unreasonable disruption, protect common infrastructure, and comply with permits and environmental requirements.

The transition from developer administration to owner governance shall occur according to the applicable law and registered documents. No provision shall extend developer control beyond what the law permits.

These provisions are intended to serve as the basis for the formal Reglamento de Condominio y Administración and related governance instruments for El Santuario.

Before adoption, Costa Rican legal counsel shall verify the required content, terminology, legal structure, voting thresholds, registration procedures, fee allocation, enforcement powers, insurance obligations, transfer provisions, and treatment of the Ethical Vegan Covenant.

These draft Bylaws shall not be represented as a registered or legally enforceable instrument until the required legal formalities have been completed.