BYLAWS OF
PLANTATION LANDINGS HOMEOWNERS ASSOCIATION, INC.
A Not-For-Profit Florida Corporation
ARTICLE I.
NAME, REGISTERED OFFICE AND REGISTERED AGENT
Section 1. NAME.
The name of this corporation (hereinafter referred to as the “Association”) is:
PLANTATION LANDINGS HOMEOWNERS ASSOCIATION, INC.
Section 2. REGISTERED OFFICE AND REGISTERED AGENT. The address of the registered office of this Association and agent at said address
is:
Lee Jay Colling, Esquire
1920 Robinson Street
Orlando, Florida 32803
ARTICLE II.
SEAL
The seal of this Association shall have inscribed on it the name of the Association,
the date of its organization and the words “Corporate Seal, State of Florida” or the words “corporate seal”
or their equivalent.
ARTICLE III.
POWERS
The Directors of the Association and the operation of the Association itself shall be
governed by the Bylaws.
ARTICLE IV.
MEMBERSHIP
Section 1. MEMBERS. All persons owning mobile homes and leasing lots located in Plantation Landings Mobile
Home Park, Haines City, Florida (the Park) shall be eligible for membership in this Association and upon becoming a member
in good standing, shall be entitled to all membership rights and privileges, except that any person related to the park owner
including but not limited to employees, agents, shareholders, officers, directors, partners or relatives by blood or marriage,
of their respective spouses or cohabitants, shall not be eligible to serve on the Board of Directors.
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Section 2. ASSOCIATE MEMBERS. All persons renting a mobile home in the Park shall be eligible for associate memberships. Associate members shall pay the same dues as members and shall be entitled to all
benefits except that associate members shall have no voting rights.
Section 3. MEMBERSHIP-CERTIFICATES. No membership certificates shall be issued by the association.
Section 4. MEMBERSHIP
DUES AND ASSESSMENTS. Members shall pay all dues and assessments as levied
by the Association. Failure to make payment of Associate dues or assessments
shall result in loss of all membership rights and privileges. Dues are payable
by December 31st for the following year. Residents who become members
prior to July 1st shall pay full dues. Residents who become members
after July 1st shall be assessed fifty (50) percent of annual dues. Residents
who are former members of the Homeowners Association shall pay full dues when they rejoin regardless of what time of the year
they renew.
Section 5. MEMBERS
IN GOOD STANDING. “Members in good standing” or “associate
members in good standing” are defined as members who are current in payment of all Association dues or assessments and
who are in compliance with the Articles of Incorporation, Bylaws and regulations of the Association.
ARTICLE V.
MEETINGS OF MEMBERS
Section 1. PLACE
OF MEETINGS. Meetings of the members shall be held at the office of the Association,
the park clubhouse, or recreation hall or at any other place within the State of Florida that the Board of Directors or members
may from time to time elect.
Section 2. ANNUAL
MEETINGS. The annual meetings of the members shall be held on the second
Monday of January, at the time to be designated by the Board of Directors. If
the day for the annual meeting of the members is a legal holiday, the meeting will be held at the noticed hour on the first
day following which is not a legal holiday. At the annual meeting the members
shall elect a Board of Directors in accordance with these Bylaws and shall transact other business. If an annual meeting has not been called and held within six months after the time designated for the annual
meeting, any member or members may call the meeting.
Section 3. MONTHLY
MEETING. Other membership meetings shall be held the second (2nd)
Monday of February, March, April, October, November and December.
Section 4. SPECIAL MEETINGS. A special meeting of the members may be called at any time by the President or by the majority of the Board
of Directors.
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A
special meeting shall be held if ten (10%) percent of the members sign, date, and deliver one or more written demands for
the meeting to the corporation’s secretary. Said demands must describe
the purpose or purposes for which the meeting is to be held.
Section
5. ACTION BY WRITTEN AGREEMENT. The members can act by written agreement of the members without meetings on the condition
that the written agreement is agreed to and signed by at least fifty-one (51%) per cent of the members and the written agreement
is posted in a conspicuous place upon the park property within fourteen (14) days after the date of the written agreement. The written agreement shall be filed with the minutes of proceedings of the members.
Section
6. NOTICE OF MEETINGS. Written notice of all special or regular meetings of the members, stating the place, day and hour of the
meeting, and in the case of a special meeting, the purpose or purposes of the meeting, shall be given by the Secretary of
the Association, or by the person authorized to call the meeting, to each member of record entitled to vote at the meeting. This notice shall be sent or delivered to each member at least fourteen (14) but not
more than (60) days before the date named for the meeting. Notice of annual meeting
shall be as set forth above except that all notices of annual meetings shall be sent by mail to the member’s address
appearing on the books of the Association. In addition, the notice of all regular,
special and annual meetings shall be posted in a conspicuous place on the park property at lest fourteen (14) days prior to
the meeting. Unless a member waives in writing the right to receive notice of
the annual meeting by mail, the notice of the annual meeting shall be sent by mail to each member, and the mailing thereof
shall constitute notice. Members may elect to receive notice by hand delivery,
if such election is made in writing by the member. Waivers of receipt of the
notice of the annual meeting by mail must be filed in the corporate records and maintained therein for the duration of the
waiver.
Section
7. AFFIRMATION OF NOTICE. An officer of the Association shall provide an affidavit affirming that the notices were mailed or hand
delivered and posted in a conspicuous place on the park property, in accordance with Section 6 herein and said statement shall
be filed in the Association’s records.
Section
8. WAIVER OF NOTICE. Members may waive notices of a special meeting or annual meeting in writing either before or after the
meeting and the waiver shall be deemed the equivalent of giving notice.
Section
9. VOTING RIGHTS AND REGULATIONS. In any regular or special membership meeting, the owners of a mobile home located
on a lot in the park (Unit(s)) shall be entitled to cast one (1) vote for each Unit.
When a Unit is owned by one (1) person his or her right to vote shall be established by the record title of his Unit. If a Unit is owned by more than one (1) person or is under
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lease,
the person entitled to cast the vote for the Unit shall be designated by a Certificate signed by all of the Record Owners
of the Unit and filed with the Secretary of the Association. In the event a Unit
is owned by a corporation the person entitled to cast the vote shall be designated by Certificate with the Secretary of the
Association. Such Certificate shall be valid until it is revoked or superseded
by a subsequent Certificate or until the ownership of the Unit is changed or recorded.
For the purposes of this paragraph a purchaser under a Contract for Sale shall not be regarded as an owner. The proper filing of a Certificate designating the person entitled to cast the vote of a Unit is a condition
precedent to that person’s vote. In the
event such a Certificate is not on file the vote of such owner shall not be considered in determining whether a quorum
is present nor for any other purpose, except if the home is owned jointly by a husband and wife, they may, without being required
to do so, designate a voting member in the manner provided above. In the event
a husband and wife do not designate a voting member, the following provisions shall apply:
A.
If both spouses are present at a meeting and are unable to concur in
their decision
upon any subject requiring their vote, they shall lose the
right to vote
on that subject at that meeting, provided that their vote
shall be considered
in determining whether a quorum is present on that
subject at
the meeting.
B.
If only one (1) spouse is present at a meeting, the person present shall
be counted
for the purposes of a quorum and may cast the vote for the
Unit, just
as though he or she owned the Unit individually, and without
establishing
the concurrence of the absent person.
C.
If both spouses are present at a meeting and concur, either one may
cast the vote for the Unit.
Section
10. PROXIES. A member entitled to vote may vote in person or by proxy executed in writing by the member or his or her
attorney in fact. All proxies shall be in writing and filed with the Secretary
of the Association before the appointed time of the meeting in order to be effective.
Any proxy given shall be effective only for the specific meeting for which originally given and any lawfully adjourned
meetings thereof. In no event shall any proxy be valid for a period longer than
one hundred twenty (120) days after the date of the first meeting for which it was given.
Every proxy shall be revocable at any time at the pleasure of the member executing it.
Section 11. QUORUM.
The presence in person or by proxy of 30% of the members entitled to vote shall constitute a quorum at member meetings
requiring a vote on any business of the corporation except that related to the exercise of the rights provided in Chapter
723.071, Florida Statutes, Sale of Mobile Home Parks. The exercise of the right
to purchase the park as set forth in Chapter 723.071, Florida Statutes, requires a quorum to be a majority (50% +1) of the
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members. Therefore for all meetings of the members relating to the exercise of the rights provided in Chapter 723.071,
Florida Statutes, the presence in person or by proxy of a majority (50% +1) of the members entitled to vote shall constitute
a quorum. All decisions or actions taken shall be made by a majority (50% +1)
of the quorum in attendance and the affirmative vote of those members present shall be the act of the Association.
In those instances where there is a quorum present at the
beginning of any duly organized meeting, the members present can continue to do business until adjournment even though members
have withdrawn from the meeting leaving less than a quorum present.
Meetings of members for informal, reporting and discussion
purposes may be held without the presence of a quorum. No action or other business requiring the members may be taken without
the presence of a quorum.
Section
12. CONDUCT. All meetings of the Association and its committees shall be conducted in accordance with Robert’s
Rules of Order and the Bylaws of the Association. In the event there are questions
as to procedure, the presiding officer shall refer the question to the Parliamentarian for a ruling thereon. If no Parliamentarian has been appointed, the presiding officer shall make the ruling. Unless authorized by the President, only members in good standing, as defined in Article IV, Section 5
herein, may address the officers and Board of Directors at a Board of Directors meeting or the President, the Chair or the
membership at a meeting of members.
Section
13. ORDER OF BUSINESS. The order
of business at all annual of special meetings of the members shall be as follows:
A.
Call to order and verify a quorum present;
B.
Roll call;
C.
Proof of notice of meeting or waiver
of notice;
D.
Reading of minutes of previous meeting;
E.
Election of directors (if election is to be held);
F.
Report of officers;
G.
Report of committees;
H.
Correspondence;
I.
Unfinished Business;
J.
New Business;
K. Adjournment
Section 14. MINUTES.
Minutes of all meetings of members shall be kept in a businesslike manner and shall be available for inspection by
members, or their authorized representatives, and board members at reasonable times.
The Association shall retain these minutes for a period of not less than seven (7) years.
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Section 15. ADJOURNMENTS. Any meeting of members may be adjourned. Notice of the adjourned
meeting or of the business to be transacted there other than by announcement at the meeting at which the adjournment is taken
shall not be necessary. If, however, after the adjournment the board fixes a
new record date for the adjourned meeting, a notice of the adjourned meeting shall be given in compliance with Section 5 hereof
to each member of record on the new record date entitled to vote at such meeting. At
an adjourned meeting at which a quorum is present, any business may be transacted which could have been transacted at the
meeting originally called.
Section
16. FIXING OF RECORD DATE. For the purpose of determining members entitled to notice of, or to vote at, any meeting of members, or
any adjournment thereof, or in order to make a determination of members for any other purpose, the Board of Directors may
fix in advance a date as the record date for any such determination of members, such date in any case to be not more than
sixty (60) days and, in case of a meeting of members not less than ten (10) days prior to the date on which the particular
action requiring such determination of members is to be taken. If no record date
is fixed for the determination of members entitled to notice or to vote at a meeting of members, the date on which notice
of the meeting is mailed, shall be the record date for such determination of members.
When a determination of members entitled to vote at any meeting of members has been made, as provided herein, such
determination shall apply to any adjournment thereof, unless the Board of Directors fixes a new record date for the adjourned
meeting.
Section
17. VOTING LISTS. The officer or agent having charge of the membership books of the Association shall make, at least ten
(10) days before each meeting of members a complete list of the members entitled to vote at such meeting or any adjournment
thereof. Such list shall be kept on file at the registered office of the Association
for a period of ten (10) days prior to such meeting, and shall be subject to inspection by any member at any time during usual
business hours. Such list shall also be produced and kept open at the time and
place of the meeting and shall be subject to the inspection of any member at any time during the meeting.
ARTICLE VI
BOARD OF DIRECTORS: SELECTION-TERM
OF OFFICE
Section
1. NUMBER. The business and affairs of the Association shall be managed and governed by a Board of Directors composed
of nine (9) directors, none of whom need to be a resident of the State of Florida, but all of whom must be members in good
standing.
Section
2. TERM OF OFFICE. Those persons named in the Articles of Incorporation as directors shall hold office and comprise the Board
of Directors until the first meeting of the members, at which meeting an election of directors
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shall be held and
the successors to the original directors chosen by the members. There shall be no restriction on the number of terms which
a director of this Association may be elected. A director shall hold office for
a term of three years and shall be so elected that one third are elected each year.
The directors shall hold office until their successors have been elected and qualified.
Section 3. REMOVAL-VACANCY. Any director may be removed from the board with or without cause, by a majority of
the members of the Association. A special meeting of the members to recall a
member or members of the Board of Directors may be called by ten (10%) per cent of the members giving notice of the meeting
as required for a meeting of members, and the notice shall state the purpose of the meeting.
In the event of death, resignation, removal of a director or any vacancy created by reason of an increase in the number
of directors, the vacancy may be filled by the affirmative vote of a majority of the remaining members of the Board of Directors.
A director elected to fill a vacancy shall hold office until the next election of directors.
Section 4. COMPENSATION.
No director shall receive compensation for any service he or she may render to the Association. However, any director may be reimbursed for actual expenses incurred in the performance of his or her duties.
A director may serve the Association in a capacity other than director and receive compensation for the services rendered
in that other capacity.
Section 5. FIDUCIARY
DUTY. The directors of the association have a fiduciary
duty to the members when acting on behalf of the Association.
ARTICLE VII.
NOMINATION AND ELECTION OF DIRECTORS
Section 1. NOMINATION. Nomination for election to the Board of Directors shall be made by a Nominating Committee. Nominations may also be made from the floor at the annual meeting. The Nominating Committee shall consist of a chairman, who shall be a member of the Board of Directors,
and two or more members of the Association. The Nominating Committee shall be
appointed by the Board of Directors prior to each annual meeting of the members, to serve from the close of such annual meeting
until the close of the next annual meeting and such appointment shall be announced at each annual meeting. The Nominating Committee shall make as many nominations for election to the Board of Directors as it shall
in its discretion determine, but not less than the number of vacancies that are to be filled.
Section 2. ELECTION. Election to the Board of Directors shall be by secret written ballot unless this method
is waived by a majority of the members in attendance at the meeting. At such
election the members entitled to vote or their proxies shall cast one (1)
vote per each vacancy. The persons receiving a plurality
of the votes cast shall be elected. Cumulative voting is not permitted.
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ARTICLE VIII.
MEETINGS OF DIRECTORS
Section
1. REGULAR MEETINGS. Regular meetings of the Board of Directors shall be held at least six (6) times each year, at such place,
date and hour as may be fixed from time to time by resolution of the Board. Should
such regular meeting dates fall upon a legal holiday, then the meeting shall be held at the same time on the next day which
is not a legal holiday. Notice of the date, time and place of all regular meetings
of the Board of Directors shall be posted in a conspicuous place upon the park property at least forty-eight (48) hours in
advance, except in an emergency.
Section
2. SPECIAL MEETINGS. Special meetings of the Board of Directors shall be held when called by the President of the Association,
or by any two directors, after not less than three (3) days notice to each director of the date, time, and place of the meeting. Notice of special meetings shall be posted in a conspicuous place upon the park property
at least forty-eight (48) hours in advance, except in an emergency. The notice
of special meetings shall contain the purpose or purposes of the meeting. Notice
of any meeting, regular or special, in which assessments against members are to be considered for any reason, shall specifically
contain a statement that assessments will be considered and the nature of such assessments.
Section
3. EMERGENCY MEETINGS. Emergency meetings of the Board of Directors shall be held when called by the President of the Association,
or by any two directors. Emergency meetings of the Board of Directors may
be held by telephone conference. Emergency decisions, as determined by the President
or a majority of the Board of Directors, may be made by means of a designated officer or member of the Board polling the members
of the Board by telephone and any such emergency issue or question shall be determined by affirmative vote of a majority of
the Board which shall then be considered to be the action of the Board. Minutes
of any emergency meeting of the Board, whether by telephone conference, telephone polling or otherwise, shall be filed by
the Secretary or other designated officer, and the correctness of the minutes shall be certified by said officer and posted
in a conspicuous place upon the park property within fourteen (14) days after the date of the emergency meeting. It is contemplated that emergency meetings include but not be limited to such subjects as redesignation
of the Homeowners Committee, filling vacancies on the Board of Directors of officers of the Association and the conduct of
necessary or important business while a majority of the Board of Directors is not present in the State of Florida.
Section
4. ACTION BY WRITTEN AGREEMENT. The Board of Directors may act or render decisions by written agreement without meetings
on the condition that the written agreement is agreed to and signed by all of the Board of
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Directors
and the written agreement is posted in a conspicuous place upon the park property within fourteen (14) days after the date
of the written agreement.
Section 5. OPEN
MEETINGS. All regular and special meetings of the Board of Directors shall
be open to all members of the Association.
Section 6. QUORUM. A majority of the number of directors shall constitute a quorum for the transaction
of business. Every act or decision done or made by a majority of the directors
present at a duly held meeting at which a quorum is present shall be regarded as the act of the Board. Directors may not vote by proxy or by secret ballots at Board meetings, except that officers may be elected
by Secret Ballot. A director may join in the action of a meeting of the Board
by signing the minutes thereof and such signing shall constitute the presence of such director for the purpose of determining
a quorum. If at any meeting of the Board there shall be less than a quorum present,
the majority of those present may adjourn the meeting from time to time until a quorum is present. At any meeting that takes place on account of a previously adjourned meeting, any business which might
have been transacted at the meeting originally called may be transacted. In the
case of the adjournment of a meeting, no further notice of the adjourned meeting need be given unless otherwise determined
by the Board. Members of the Board of Directors shall be deemed present at any
meeting held by conference telephone or similar communications equipment where all persons participating in the meeting can
hear each other.
Section 7. NOTICE
OF DIRECTORS MEETING. Notice of Directors meetings shall be posted in a conspicuous
place upon the park property at least forty-eight (48) hours in advance, except for emergency meetings. Notice of any Directors
meeting in which assessments against members are to be considered for any reason shall specifically contain a statement that
assessments will be considered and the nature of such assessments.
Section 8. WAIVER
OF NOTICE. A director may waive in writing notice of a regular or special
meeting of the Board of Directors either before or after the meeting, and his waiver shall be deemed the equivalent of getting
notice. Attendance of a director at any meeting shall constitute waiver of notice
of that meeting unless the director attends with the express purpose of objecting to the transaction of business because the
meeting has not been lawfully called or convened.
Section 9. MINUTES. Minutes of all meetings of the Board of Directors shall be kept in a businesslike
manner and shall be available for inspection by members, or their authorized representatives, and Board members at reasonable
times. The Association shall retain these minutes for a period of not less than
seven (7) years.
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Section 10. BUDGET. The annual budget of the Association may be adopted by the members or by the Board
of Directors as determined by resolution of the Board of Directors. The Board
of Directors shall mail a meeting notice and copies of the proposed annual budget of expenses to the members not less than
thirty (30) days prior to the meeting at which the budget will be considered. If the budget is to be adopted by the Board
of Directors, the members shall be given written notice of the time and place, as aforesaid, of the meeting of the Board of
Directors in which the budget will be considered. This meeting shall be open
to all members. If the budget is to be adopted by the members per resolution
of the Board of Directors, the Board shall propose a budget to the members at a meeting of the members or in writing, and
if the budget or proposed budget is approved by the members at the meeting or by a majority of their whole number in writing,
that budget shall be adopted.
Section
11. PARLIAMENTARIAN. The Board may appoint a parliamentarian whose duties shall be prescribed by the Board.
ARTICLE IX.
OFFICERS
Section
1. ENUMERATION OF OFFICERS. The officers of the Board of Directors and the Association shall be one and the same
and shall be a president, vice president, a secretary and treasurer, and such other officers as the Board may create by resolution
from time to time. All officers shall at all times, be members of the Board of
Directors and no officers may be elected or appointed who are not members of the Board of Directors.
Section
2. ELECTION OF OFFICERS. The election of officers shall take place at the first meeting of the Board of Directors which shall immediately
follow the adjournment of each annual meeting of the members.
Section
3. TERM. The officers shall be elected annually by the Board of Directors and each shall hold office for one year
unless he or she shall sooner resign, or shall be removed or otherwise disqualified to serve.
Section
4. SPECIAL APPOINTMENTS. The Board may elect such other officers as the affairs of the Association may require, each of whom shall
hold office for such period, have such authority, and perform such duties as the Board may, from time to time, determine. Such additionally elected officers shall be chosen from the Board of Directors and
shall at all times be members of the Board of Directors.
Section
5. COMMITTEES. The Board of Directors may designate one or more committees and appoint all chairmen and members. Each committee chairman shall continue to serve until the beginning of the next calendar
year, or until a successor is appointed, unless the committee is terminated or such member
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removed. With the exception of the Homeowners Committee and the Park Purchase Committee, vacancies
may be filled by the committee chairman.
A.
The Homeowners Committee shall consist of at least three (3) but not more than
five (5) members appointed by the Board of Directors. Initially one or two members
shall serve a three (3) year term, one or two members shall serve a two (2) year term and one shall serve a one (1) year term. After this initial term members shall serve three (3) year terms. The duties of this committee are to represent the interest of the Association to the Park owners relating
to rents, rules and regulations, and changes in service, in meetings and mediation
with the Park Owner, pursuant to Chapter 723, Florida Statutes, and Rule 61B-32, Florida Administrative Code. In
addition, the Board shall designate two (2) alternates to the Homeowners Statutory Committee. Alternates will serve
a one (1) year term. Alternates may attend statutory meetings and mediations but cannot participate. In the event
of the absence of a member or members of the Committee, the Chairperson shall have the authority to appoint alternates to
act as members of the Committee. It is the intent of the Association that such alternates can help gather information,
gain experience and communicate with the residents, thus assisting the Committee in its purposes.
B. The Park Purchase Committee shall
consist of at least three (3) but not more than five (5) members appointed by the Board of Directors. Initially one or two members shall serve a three (3) year term, one or two members shall serve a two (2)
year term and one shall serve a one (1) year term. After this initial term members
shall serve three (3) year terms. The duties of this committee are to prepare
and keep current park purchase financial information. It is to negotiate for
and acquire the Park on behalf of the members of the Association as stated in Article V, Section D in the Articles of Incorporation.
C.
The Welcoming Committee shall consist of the Vice President as chairman and as
many more members as may be deemed necessary. Its duties shall be to welcome
newcomers, including renters to the Park, inform them of activities in the clubhouse and invite the owners to become members
of the Association.
D. The Ways and Means Committee shall make and maintain
an inventory of Association property and investigate all proposed capital expenditures and present findings to the Board. It shall cooperate and coordinate with other committees in evaluating all capital
expenditures and assist in planning events whose sole purpose is to raise money.
E.
The Social Committee shall take charge of social events, shall present a yearly
calendar of proposed functions that require the spending of social funds to the Board of Directors, and shall appoint a co-chairman
for the regular events.
F.
The Health and Welfare Committee shall be informed of the illness or death or
hospital stay of any park resident. Upon the death of a
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member of the Association, a donation of $25.00 shall be made to the charity designated by the family. Members or their neighbors should promptly inform the Committee when such events occur.
G.
The Bingo Committee shall consist of a chairperson appointed by the Board of Directors
and as many members as may be deemed necessary. All monies (bingo and coffee
donations) must be returned to the bingo players, except for necessary supplies. No
bingo monies shall be used for the Homeowners Association treasury per Florida Statute 849 governing the “Gambling Laws”.
H. The Travel and Outside Entertainment Committee
shall be responsible for the organization of travel and outside entertainment of all park residents, including renters and
guests. All activities shall be posted on the bulletin board in the clubhouse. Any coordinator shall have a State of Florida permit.
I.
The Safety Committee shall consist of one or more members. Its duty is to inform all members of safe havens for inclement weather conditions and provide booklets
on safety procedures. This committee shall review park security and make recommendations
to be forwarded to the Park Owners.
Section
6. RESIGNATION AND REMOVAL. Any officer may be removed from office with or without cause by a majority vote of
the Board. Any officer may resign at any time by giving written notice to the
Board, the president or the secretary. Such resignation shall take effect on
the date of receipt of such notice or at such later time specified herein, and unless otherwise specified therein, the acceptance
of such resignation shall not be necessary to make it effective.
Section
7. VACANCIES. A vacancy in any office may be filled by appointment by a majority vote of the Board. The officer appointed to such vacancy shall serve for the remainder of the term of the officer he or she
replaces.
Section
8. MULTIPLE OFFICES. The offices of president and secretary may not be held by the same person.
Section
9. DUTIES. Duties
of the officers are as follows:
A. President: the president shall preside at all meetings of the Board of Directors; see that orders and resolutions
of the Board are carried out; sign all leases, mortgages, deeds and other written instruments, if determined by resolution
of the Board; shall co-sign all checks and promissory note, and shall have all the powers and duties which are usually vested
in the office of the president of a corporation.
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B. Vice President:
The vice president shall act in the place and stead of the president in the event of his or her absence, inability,
or refusal to act, and shall exercise and discharge such other duties as may be required
of him or her by the Board of Directors.
C.
Secretary: The secretary shall record
the votes and keep the minutes of all meetings and proceedings of the Board of Directors and of the members; keep the corporate
seal of the Association and affix it on all papers requiring said seal; serve notice of meetings of the Board of Directors
and of the members; keep appropriate current records showing the members of the Association together with their addresses;
and shall perform such other duties as may be required by the Board of Directors.
D.
Treasurer: The treasurer shall receive
and deposit in appropriate bank accounts all monies of the Association and shall disburse such funds as directed by resolution
of the Board of Directors; shall sign all checks and promissory notes of the Association; shall keep proper books of account;
if determined by resolution of the Board, shall cause an annual audit of the Association books to be made by a public accountant
at the completion of each fiscal year; and shall prepare a statement of income and expenditures to be presented to the membership
at its regular annual meeting, and deliver a copy of each to the members.
E.
Customary Duties: The officers, in
addition to the duties specifically set forth herein, shall perform the duties of those offices customarily performed by officers
of corporations.
F.
Ex-officio Members: The immediate
past president of the Association shall become an “ex-officio” member of the Board of Directors. As an “ex-officio” member, the immediate past president shall have no voting rights and shall
act in an advisory position only.
Section
10. COMPENSATION. The officers shall serve without compensation.
ARTICLE X
ACCOUNTING RECORDS; FISCAL MANAGEMENT; ASSESSMENTS
Section
1. BOOKS AND RECORDS. The Association shall keep correct and complete books and records of account including all receipts and
expenditures. The books and records of the Association shall be open to inspection
by members or their authorized representatives at reasonable times. Such authorization
as a representative of a member must be in writing and signed by the person giving authorization and dated within thirty (30)
days of the date of the inspection. Written summaries of the accounting records
shall be made
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available
to the members. Such records if made available shall include a record of all receipts and expenditures.
Section
2. FISCAL YEAR. In administering the finances of the Association, the following procedures shall govern:
A. The fiscal year shall be the calendar year
unless otherwise determined by the Board.
B. The Board of Directors shall have the discretion
to allocate the annual dues between expenses and reserves or capital expenditures.
C. The Board is authorized to incur legally
related expenses including but not limited to:
1. Attorneys fees and costs;
2. Litigation
related expenses;
3. Expenses associated with statutory
requirements, or actions
Involving disputes with the management of the park.
Section 3.
ASSESSMENTS. Assessments for
operating expenses and such other assessments as the Board of Directors may determine by resolution shall be payable as determined
by the Board of Directors. Each member is obligated to pay the Association annual
and special assessments as determined by the Board of Directors. Assessments
shall be made against members in amounts no less than are required to provide funds in advance for all the anticipated current
operating expenses and for all of the unpaid operating expense previously incurred.
Notwithstanding the foregoing, the assessments for operating expense or other expenses and any periodic installments
thereof shall be of sufficient magnitude to insure an adequacy and availability of cash to meet all expenses in any calendar
year. In the event that the Board of Directors should anticipate that the Association
may end its fiscal year with excess assessments (in cash or taxable income), or should that event in fact occur, then the
Board of Directors may vote to apply said excess towards the operating expenditures of the subsequent year.
Section 4. ANTICIPATED
REVENUE – DEFICIT. The Board shall not be required to anticipate revenue
from assessments or expend funds to pay for operating expenses not budgeted which shall exceed budgeted items, and the Board
is not required to engage in deficit spending. If there exists any deficiency
which results from there being greater operating expenses than income or money from assessments, then such deficit shall be
carried into the next succeeding year’s budget as a deficiency and shall be the subject of an applicable assessment.
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Section 5. DEPOSITORY. The depository of the Legal Fund, Association Fund, and the Social Committee shall
be in the bank(s) designated by the Board of Directors. Withdrawal of funds from
such accounts shall be by check only. A minimum of three authorized signatures of elected officials shall be on file with
any bank which has custody of the Legal, Association, and Social Committee funds. A
minimum of two of the three authorized signatures shall be required on all checks. The
signatures shall be of the President, or Treasurer, and one other board director.
ARTICLE XI.
FIDUCIARY RELATIONSHIP
The officers and directors of the Association shall have a fiduciary
relationship to the members.
ARTICLE XII.
INDEMNIFICATION AND INSURANCE
Section
1. INDEMNITY. The Association shall have the power to indemnify any officer or director, any former officer or director,
a committee member, employee or agent of the Association against liability incurred as such officer, director or agent, in
the manner provided in and pursuant to Florida Statutes, Chapter 607.0850.
(Note: Florida Statutes, Chapter 617 Corporations-Not-For-
Profit, doesn’t address indemnity, therefore Chapter 607 has
Been referenced.)
Section
2. INSURANCE. The Association through its Board of Directors, shall have the power to purchase and maintain insurance
on behalf of any person who is or was a director, officer, committee member, employee or agent of the Association, against
any liability asserted against him/her and incurred by him/her in any such capacity, arising out of his/her status as such,
whether or not the Association would have the power to indemnify him/her against such liabilities under the provisions of
Florida Statutes, Chapter 607.0850.
ARTICLE XIII.
AMENDMENT OF BYLAWS
These Bylaws may be amended by majority vote of the Board of Directors
of this Association at any duly noticed regular or special meeting. The notice
of any meeting at which amendments of the Bylaws are to be considered shall contain a statement that amendments to the Bylaws
shall be considered.
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ARTICLE XIV.
AMENDMENT OF ARTICLES OF INCORPORATION
The Articles of Incorporation of this Association may be amended by majority (50% + 1)
vote of the members. The notice of any meeting at which amendments of the Articles
of Incorporation are to be considered shall contain a statement that amendments to the Articles of Incorporation shall be
considered.
ARTICLE XV.
LOANS
No loans shall be
contracted on behalf of the Association, and no evidences of indebtedness shall be issued in its name, unless authorized by
a resolution of the Board of Directors. Such authority may be general or confined
to specific instances.
ARTICLE XVI.
DEADLOCK
Section
l. SUBMISSION TO ARBITRATION: Should deadlock, dispute or controversy arise among the members or directors of the
Association in regard to matters of management and company policy or matters arising under the provisions of the charter and
should the members, by using their legal power and influence as members, be unable to resolve such deadlock, dispute or controversy,
the matter shall be submitted by the members to arbitration.
Section
2. DETERMINATION BY ARBITRATION. Should the members or directors be unable to agree as to the scope of this provision
or the application of this provision to the deadlock, dispute or controversy at issue, the scope and applicability of this
provision shall be determined by the arbitrator.
Section
3. NOTICE. Notice shall be given by such objecting or dissenting member(s) that such deadlock exists within fifteen
(15) days of such deadlock, by certified mail, postage prepaid, addressed to the remaining member(s) at the addresses listed
on the corporate books.
Section
4. SELECTION OF ARBITRATOR. The members shall then select an arbitrator within sixty (60) days of the receipt
of such notice of deadlock, upon a unanimous vote of the members entitled to vote. The
members shall reserve the right to replace the arbitrator by unanimous vote of the members entitled to vote.
Section
5. INABILITY TO SELECT. Should the members be unable to select an arbitrator or a successor arbitrator, the deadlock, dispute or
controversy shall be resolved in accordance with the Florida Arbitration Code, Chapter 682 of the Florida Statutes.
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Section
6. FINAL DECISION. The decision of the arbitrator shall be final and binding upon all members.
The members shall vote as the arbitrator shall direct.
Section
7. ENFORCEMENT. To enforce these provisions, the arbitrator may obtain an injunction from a court having jurisdiction
to direct the members to vote as the arbitrator has determined.
ARTICLE XVII.
INTERESTED DIRECTORS
Section 1. CONFLICT
OF INTEREST. No contract or other transaction between the Association and
one or more of its directors, or between the Association and any other corporation, firm, association or other entity in which
one or more of its directors are directors or officers, or are financially interested, shall either be void or voidable for
this reason alone or by reason alone that such director or directors are present at the meeting of the Board of Directors,
or of a committee thereof, which approves such contract or transaction, or that his/her vote or their votes are counted for
such purposes if:
A. the fact of such
common directorship, officership or financial interest is disclosed or known to the Board or committee, and the Board or committee
approves such contract or transaction by vote sufficient for such purpose without counting the vote or votes of such interested
director or directors; or
B. such common directorship,
officership or financial interest is disclosed or known to the members entitled to vote thereon, and such contract or transaction
is approved by vote of the members; or
C. the contract or
transaction is fair and reasonable as to the Association at the
time it is approved by the Board, a committee or the members.
Section 2. QUORUM. Common or interested directors may be counted in determining the presence of a quorum
at a meeting of the Board or of a committee which approves such contract or transaction.
DATED: Sept. 7, 2000
I hereby certify that the foregoing
is a true and correct copy of the Bylaws of the Homeowners Association adopted by the Board of Directors at their meeting
held on the sixth day of April, 2000.
By: / s /
Raymond L. Pratt
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