COUNTRY CLUB OF MOUNT DORA HOMEOWNERS ASSOCIATION INC.

Transcription

1 COUNTRY CLUB OF MOUNT DORA HOMEOWNERS ASSOCIATION INC PROPOSED AMENDED AND RESTATED BYLAWS OF COUNTRY CLUB OF MOUNT DORA HOMEOWNER S ASSOCIATION, INC. (Previously amended through December 1, 2008) The following amendments represent the Fourth Amendment to the 1991 By-Laws of the Country Club of Mount Dora Home Owner s Association, Inc., as recorded in O.R. Book 115, Pages 0477 through 0487, in the Public Records of Lake County, Florida; and the Second Amendment to the 2006 Amended and Restated By-Laws of the Country Club of Mount Dora Home Owner s Association, Inc., as recorded in O.R. Book 03298, Pages 2235 to 22641, in the Public Records of Lake County, Florida. Article I NAME AND LOCATION The name of the corporation is COUNTRY CLUB OF MOUNT DORA HOMEOWNER S ASSOCIATION, INC., hereinafter referred to as the Homeowners Association or the Association. The physical location of the principal office of the Association is at 1400 Country Club Boulevard, Mount Dora, FL The mailing address may be changed at the discretion of the Board of Directors; however, it is currently c/o Sentry Management, Inc., as Registered Agent, 1928 Salk Avenue, Tavares, Florida 32778, but meetings of Members and Directors may be held at such places within the State of Florida, County of Lake, as may be designated by the Board of Directors. Article II DEFINITIONS 2.1 Assessment shall mean (i) the Annual Assessments levied to fund Common Expenses for the general benefit of all Units/Lots, as determined in accordance with the Declaration; (ii) the Benefit Assessments charged against a Unit/Lot or a group of Units/Lots for Association expenses benefiting only that particular Unit/Lot or group of Units/Lots as provided in the Declaration, including but not limited to the Uniform Yard Maintenance for selected subdivisions and the reserves for maintenance of the paved roads at The Cottages; and (iii) any Special Assessments charged against all Owners in accordance with the Declaration Association shall mean and refer to COUNTRY CLUB OF MOUNT DORA HOME OWNER S ASSOCIATION, INC., a Florida Not-For-Profit Corporation, its successors and assigns, and is also referred to as COUNTRY CLUB OF MOUNT DORA HOMEOWNERS ASSOCIATION, INC. 2.3 Common Area or Common Area and Facilities shall mean all real property owned and/or maintained by the Association for the common use and enjoyment of the Owners. 2.4 Common Expenses shall mean the actual and estimated expenses the Association incurs, or expects to incur, for the general benefit of all Owners. Common Expenses includes any reserves the Board finds necessary or appropriate. Common Expenses shall also include the Association s share of expenses pursuant to any Agreement to share costs with the golf club or other parties. 2.5 The Cottages shall mean and refer to the Units/Lots located at The Cumberlands, The Meadowlands, and The Southerlands. 2.6 Declaration shall mean and refer to the Declaration of Restrictions on Real Estate applicable to the Properties recorded or to be recorded in the Public Records of Lake County, Florida, as amended and/or restated from time to time.

2 2.7 Governing Documents shall mean and refer to the Declaration of Restrictions, the Articles of Incorporation, the Bylaws of the COUNTRY CLUB OF MOUNT DORA HOMEOWNERS ASSOCIATION, INC., and the Architectural Standards and Rules and Regulations, as amended and/or restated from time to time. In the event of any conflict between these Bylaws and the Articles of Incorporation of the Association and the Declaration of Restrictions, the Declaration of Restrictions and the Articles of Incorporation, in that order, shall control. 2.8 Lien shall mean a legal document recorded in the Public Records of Lake County, Florida, that places an Association encumbrance against a Unit/Lot for nonpayment of any Assessment duly levied by the Association. 2.9 Unit/Lot shall mean and refer to any plot of land, including any residential unit, shown as a numbered lot upon any recorded subdivision map of the Properties with the exception of the Common Area and Facilities and dedicated streets or drainage retention facilities Member shall mean and refer to those persons entitled to membership as provided in the Articles of Incorporation Owner or Unit/Lot Owner shall mean and refer to the record owner, whether one (1) or more persons or entities, of the fee simple title to any Unit/Lot which is a part of the Properties, including contract sellers, but excluding those having such interest merely as a security for the performance of an obligation Properties shall mean and refer to that certain real property described in the COUNTRY CLUB OF MOUNT DORA Declaration, and such additions thereto as may hereafter be brought within the jurisdiction of the Association Statutory Committee shall mean and refer to the Architectural Review Board and any committee appointed by the Board of Directors which has been given the authority to recommend the spending of or to spend Association funds or to recommend expenditures from reserve accounts Statutory Reserves shall mean and refer to reserves created by the developer or by vote of the Members for deferred maintenance and capital expenditures. All other reserves are considered to be non statutory and are at the sole discretion of the Board of Directors to create or terminate Uniform Yard Maintenance shall mean and refer to the Benefit Assessment paid by a Unit/Lot or group of Units/Lots for services supplied by the Association for the maintenance of lawns and yards in selected subdivisions. Members that own Units/Lots within these selected subdivisions may not opt out of this mandatory obligation. Article III MEMBERSHIP IN THE ASSOCIATION 3.1 Qualifications. Only Unit/Lot Owners in COUNTRY CLUB OF MOUNT DORA or additions brought within the jurisdiction of the Association shall be Members of this Association. Unit/Lot Owners shall be determined by: (i) fee simple title to a Unit/Lot; (ii) Trust, where the Owner is defined as the Trustee; (iii) an Owner-delegated representative, provided written authority has been filed prior to a meeting with the Secretary of the Association; and (iv) a delegated officer of a firm, association, corporation, or other legal entities which hold fee simple title. When two (2) or more persons are the joint owners of real property in COUNTRY CLUB OF MOUNT DORA, or additions brought within the jurisdiction of the Association, all such persons shall be Members. 2

3 3.2 Classes of Membership. The Association shall have three classes of Membership, Class A, Class B, and Class C, as more fully set forth in Article III of the Articles of Incorporation and Article IV.3 of the Declaration. After August 1, 2005, the Association shall have one class of membership, Class A which shall be the Owners of Record of each Unit/Lot. 3.3 Members Rights and Interests. A member shall have no vested right, interest, or privilege of, in or to the assets, functions, affairs or franchises of the Association, or any right, interest or privilege which may be transferable or inheritable, or which shall continue after his membership ceases, or while he is not in good standing. 3.4 Manner of Admission. Every person buying a Unit/Lot in COUNTRY CLUB OF MOUNT DORA, or additions brought within the jurisdiction of the Association, shall become a Member of the Association upon the acquisition of his Unit/Lot. 3.5 Termination of Membership. Each membership shall cease when the Member sells, assigns, transfers, or otherwise disposes of his Unit/Lot in COUNTRY CLUB OF MOUNT DORA, or additions brought within the jurisdiction of the Association; however, responsibility for all Assessments shall remain with the Unit/Lot Owner. 3.6 Annual Maintenance Assessment. Every member shall be required to pay an Annual Assessment or any other Assessment as defined herein, the amount of which shall be determined by the Board of Directors and may be changed from year to year by the Board of Directors or by the Members. Annual Assessment for new Members shall be pro-rated from the date ownership is acquired to the last day of the year; however, the Association shall not be responsible for calculating pro rations of Annual Assessments or any other Assessments for re- sales of Units/Lots. Article IV MEETINGS OF MEMBERS 4.1 Annual Meeting. The annual meeting of the Members shall be held within thirteen (13) months of the previous annual meeting of the Members at a date, time, and place to be determined by the Board of Directors. (Amended November 23, 2005) 4.2 Special Meetings. Special meetings of the Members shall be held whenever called by a majority of the Board of Directors or by a written request of the Members who are entitled to vote one-fourth (¼) of all the votes of the Class A membership Notice of Meetings. Written notice of each meeting of the Members stating the time, place, date and in general terms purpose or purposes therefore, shall be sent by mail to the last known address of all Members at least fourteen (14) days prior to the meeting. Business conducted at a special meeting of the Members is limited to the purposes described in the notice of the meeting. If a quorum is not attained at a duly called and properly noticed meeting of the Members, provided the announcement is made before the adjournment of said meeting of a new date, time, or place to which the meeting will be adjourned and reconvened, no additional notice of the meeting shall be necessary. (Amended November 23, 2005) 4.4 Waiver of Notice. Waiver of notice of an Association meeting shall be the equivalent of proper notice. Any Member may waive, in writing, notice of any Association meeting, either before or after such meeting. A Member's attendance at a meeting shall be deemed a waiver by such Member of notice of the meeting unless the Member specifically objects to lack of proper notice at the time the meeting is called to order. Attendance at a special meeting also shall be deemed a waiver of notice of all business transacted at the meeting unless an objection on the basis of lack of proper notice is raised before the business is put to a vote. 3

4 4.5 Proxy. On any matter as to which a Member is entitled personally to cast the vote for his Unit/Lot, such vote may be cast in person or by proxy, subject to Florida law. Every proxy shall be in writing specifying the Unit/Lot for which it is given, signed by the Member or his duly authorized attorney-in-fact, dated, and filed with the Association's Secretary prior to the meeting for which it is to be effective. Unless otherwise specifically provided in the proxy, a proxy shall be presumed to cover all votes which the Member giving such proxy is entitled to cast, and in the event of any conflict between two or more proxies purporting to cover the same voting rights, the most recently dated proxy shall prevail, or if dated as of the same date, both shall be deemed invalid. Every proxy shall be revocable and shall automatically cease upon: (i) conveyance of any Unit/Lot for which it was given, (ii) the Secretary s receipt of written notice of revocation of the proxy or of the death or judicially declared incompetence of a Member who is an individual given to the person presiding over a meeting of the Association, or (iii) ninety (90) days from the meeting date for which the proxy was originally given, unless the proxy specifies a shorter period. 4.6 Majority. As used in these Bylaws, the term majority shall mean those votes, Owners, or other group as the context may indicate totaling more than fifty percent (50%) of the total eligible number. 4.7 Quorum. At any meeting of the Members a quorum shall consist of the presence in person or by proxy of Members who are entitled to cast at least five percent (5%) of the total voting interests of the Association for any action, except as may otherwise be provided in the Articles of Incorporation, the Declaration, or these Bylaws. Unless otherwise provided by law, the Declaration, the Articles of Incorporation or these Bylaws, decisions that require a vote of the Members must be made by the concurrence of at least a majority of the voting interests present in person or by proxy at a meeting at which a quorum has been attained. (Amended November 23, 2005) 4.8 Conduct of Meetings. The President or other board designee shall preside over all Association meetings. The Secretary shall ensure that minutes of the meetings are kept and that all resolutions adopted and all other transactions occurring at such meetings are recorded in the Association s minutes book. 4.9 Adjournment. Adjournment of any meeting of the Members to a different date, time or place must be either announced at that meeting before an adjournment is taken, or notice must be given of the new date, time or place pursuant to the notice requirements for meetings of the Members set forth herein and/or as required by the Florida Statutes. Any business that might have been transacted on the original date of the meeting may be transacted at the adjourned meeting. (Amended November 23, 2005) 4.10 Action without a Meeting. Without holding a meeting pursuant to Sections 4.1 or 4.2, herein, Members may take any action that Florida law requires or permits the Members to take at a meeting (subject to any limitations in the Declaration), if Members representing at least eighty percent (80%) of the Association's Class "A" votes sign a written consent specifically authorizing the proposed action. The Association need not give prior notice before soliciting such consent; provided, the Association must send written consent forms to all Members. Members shall sign, date, and deliver such consents to the Association within sixty (60) days after the Association's receipt of the earliest dated consent. The Association's Secretary shall file such consents with the Association's minutes and the consents shall have the same force and effect as a vote of the Members at a meeting. Within ten (10) days after receiving authorization for any action by written consent, the Secretary shall give written notice to all Members entitled to vote who did not give their written consent, fairly summarizing the material features of the authorized action. 4

5 Article V MEMBERS VOTING RIGHTS 5.1 Voting Rights. After August 1, 2005, the Association shall have one class of voting membership, Class A, as defined in Article IV of the Declaration. Class A Members have one equal vote for each Unit/Lot they own, except that there is only one vote per Unit/Lot. In any situation where there is more than one Owner of a Unit/Lot, the vote for such Unit/Lot shall be exercised as the co- Owners determine among themselves. The Unit/Lot s vote shall be suspended if more than one Person seeks to exercise it. 5.2 Multiple Units/Lots. Owners of multiple Units/Lots shall have the right to vote their interest in the multiple Units/Lots, as long as their voting rights have not been suspended or otherwise curtailed by the Declaration. 5.3 Suspension of Voting Rights. In accordance with Florida law, the Association may exercise the right to suspend the voting rights of any Unit/Lot Owner that is delinquent at least ninety (90) days in paying any monetary obligation to the Association. No suspension of voting rights shall be imposed by the Association unless the suspension is imposed by a majority of a quorum of the Board of Directors at a properly noticed meeting and pursuant to the Association s Suspension of Voting Rights Policy ( the Policy ). The Board may amend the Policy from time to time if such amendment is necessary to (i) bring any provision of the Policy into compliance with any applicable government statute, rule, or regulation, or judicial determination, or (ii) to redefine and restate the provisions of the Policy to bring the provisions into compliance with the then-current management and administrative practices of the Association. Any amendment to the existing Policy shall be made by a vote of a majority of a quorum of the Board of Directors at a regular or special meeting called for that purpose and at which the vote is recorded in the minutes of the meeting. In any conflict between an existing Suspension of Voting Rights Policy and Florida law, Florida law, including Florida Statute , as amended from time to time shall prevail. The Board of Directors shall publish in the Association s newsletter or on the Association s website (or both) the Policy and any amendments thereto. A voting interest or consent right allocated to a Member which has been suspended by the Association shall not be counted towards the total number of voting interests for any purpose, including, but not limited to, the number of voting interests required to constitute a quorum, the number of voting interests required to conduct an election, or the number of voting interests required to approve an action pursuant to Florida Statutes, Chapter 720, or pursuant to the Governing Documents. Article VI ELECTION OF BOARD OF DIRECTORS 6.1 Nominating Committee. Nomination for election to the Board of Directors shall be made by a Nominating Committee, which shall be a permanent committee of the Association, as provided herein in Article The Nominating Committee shall not be disbanded as a whole; however, individual members may be discharged by the Board of Directors and replaced by another Member, with or without cause. The Nominating Committee shall be appointed by the Board of Directors no less than thirty (30) days 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 consist of five (5) Members who are not related to each other in any way, and the Board of Directors shall use reasonable efforts to appoint Members representing diversity among the various subdivisions within the community. The Board of Directors shall appoint a Chairman of the Nominating Committee, who shall be a member of the Board of Directors. (Amended December 1, 2008) 5

6 6.1.1 The open period for applying to be a candidate for the vacancies on the next year s Board of Directors shall be from July 15 to no later than September 15 of each year (the Open Period ) During the Open Period, any Member may apply to the Nominating Committee. Members submitting applications after September 15 shall not be considered candidates of the Nominating Committee unless the Nominating Committee has been unable to fill all the vacancies, in which case the Board of Directors, at its sole discretion, may extend the Open Period to no later than September 30. After the Open Period, the Nominating Committee shall, in its good judgment, assess the pool of candidates and make as many nominations for election to the Board of Directors as it shall in its sole discretion determine, but not less than the number of vacancies that are to be filled. In making its nominations, the Nominating Committee shall use reasonable efforts to nominate candidates representing the diversity which exists within the pool of potential candidates. Members of the Nominating Committee may volunteer as candidates. The Nominating Committee shall present its slate of candidates to the Board of Directors no later than the October Board of Directors meeting prior to the election. (Amended December 1, 2008) For the December 2006 Election of directors only, the Nominating Committee nominated candidates for specific terms of office, as follows: Seat One, for 2 years; Seat Two, for 2 years; Seat Three, for 2 years; Seat Four, for 1 year; and Seat Five, for 1 year. The Nominating Committee decided which candidate filled which seat on the Board of Directors. Thereafter, all vacancies on the Board of Directors were and shall be for two (2) years, as specified in Article 7.3, herein, creating a staggered term of office for directors after the December 2006 Election Election. Election to the Board of Directors shall be made at the annual meeting of the Members, in person or by proxy, as required by Florida Statutes, the Declaration, and these Bylaws. At the Board of Directors meeting immediately preceding the election, the Board shall appoint a committee (the Election Committee ) comprised of at least three (3) Members of the Association to oversee the election. The Board shall make a reasonable effort to ensure the impartiality of the committee by not appointing any Member who is related in any fashion to another member of the committee, or to a candidate, or who serves on the Board of Directors, or who serves on a committee any candidate served on within one (1) year of the election. (Amended December 1, 2008) Election to the Board of Directors shall be by secret written ballot. Nominations may also be made from the floor at the annual meeting, and a Member may nominate himself. Nominations must be seconded, and the person nominating a candidate shall make advance confirmation that the Member nominated will serve if elected. At such election, the Members or their proxies may cast, in respect to each vacancy, as many votes as they are entitled to exercise under the provisions of the Declaration, which is one vote per Unit/Lot. The persons receiving the largest number of votes shall be elected. Cumulative voting is not permitted. The Election Committee shall individually certify the official tally of votes, both verbally at the meeting and in writing to be filed with the records of the Association. If the combined number of nominations made by the Nominating Committee and from the floor does not exceed the number of vacancies to be filled, the Members may elect, by motion duly made and seconded, to accept and elect the entire slate of candidates nominated by the Committee and from the floor Director s Certification. Within thirty (30) days after being elected to the Board of Directors, a new director shall certify in writing to the Secretary of the Association that he or she has read the Association s Declaration of Restrictions, Articles of Incorporation, Bylaws, and current written policies and that he or she will work to uphold each to the best of his or her ability and will faithfully discharge his or her fiduciary responsibility to the Association s Members. The Secretary shall cause the Association to retain a director s certification for inspection by the membership of the Association for a period of five (5) years after a director s election. (Amended December 1, 2008) 6

7 Article VII BOARD OF DIRECTORS 7.1 Governing Body Composition. The Board of Directors shall govern the Association's affairs. Each director shall have one vote. Directors shall be Members and residents of the COUNTRY CLUB OF MOUNT DORA. A director must be at least 18 years old. In the case of a Member who is not an individual, any officer, director, partner, or trust officer of such Member shall be eligible to serve as a director unless otherwise specified by written notice to the Association signed by such Member; provided, no more than one such representative of any Member, nor more than one occupant of any Unit/Lot, shall serve on the Board at a time. Directors shall not be related to each other in any way. 7.2 Number of Directors. The Board shall consist of five (5) Members of the Association. 7.3 Election and Terms of Members of the Board. Election of directors shall be held each year at the Annual Members Meeting, as more fully provided in Article IV, herein. The term for each member of the Board of Directors shall be two (2) years, on a staggered basis, as provided in Article VI, Section 6.1.2, herein. This staggered-term concept operates so that no more than half the number of vacancies, plus or minus one, shall be up for election at each Annual Members Meeting. Directors may not serve more than two consecutive two-year terms. 7.4 Organizational Meeting. An organizational meeting of the newly elected Board of Directors shall be held immediately following the Annual Members Meeting, and notice of this meeting shall be provided in accordance with Florida Statutes. At this organizational meeting, the Board of Directors shall elect the corporate officers of the Association for the coming year and may use secret ballots. At this meeting the Board shall also appoint each Director as a liaison (Board Liaison) to one or more committees. No other Association business shall be conducted at this meeting unless proper notice shall have been given to the Members as to the nature of the other business. 7.5 Regular Meetings. The Board may hold regular meetings at such time and place as the Board shall determine, but the Board shall hold at least four (4) such meetings during the fiscal year with at least one (1) meeting per quarter. 7.6 Special Meetings. Special Meetings of the Board of Directors may be called by the President or by three (3) members of the Board for any time and place, provided reasonable notice of such meeting shall be given to each member of the Board before the time appointed for such meetings. 7.7 Waiver of Notice. Any director may waive notice of a meeting before or after the meeting and that waiver shall be deemed equivalent to having been given notice. 7.8 Quorum. A meeting of the Board of Directors occurs whenever a quorum, or three (3) members, of the Board gathers to conduct Association business. Any such meeting shall meet the Notice of Meetings provision contained herein. The directors shall act only as a Board, and the individual directors shall have no power as such. The act of a majority of directors present at a meeting at which there is a quorum shall be the act of the Board of Directors, except as may be otherwise provided herein. A meeting at which a quorum is initially present may continue, notwithstanding the withdrawal of directors, if at least a majority of the required quorum for that meeting approves any action taken. If the Board cannot hold a meeting because a quorum is not present, a majority of the directors present at such meeting may adjourn the meeting to a time not less than five (5) nor more than thirty (30) days from the date of the original meeting. At the reconvened meeting, if a quorum is present, any business which might have been transacted at the meeting originally called may be transacted without further notice. 7

8 7.9 Telephonic Participation in Meetings. Members of the Board or any committee designated by the Board may participate in a Board or committee meeting by means of telephone or other electronic means, through which all persons participating in the meeting can hear each other (e.g., speaker phone). Participation in this manner shall constitute presence at the meeting for all purposes Minutes. Minutes of the actions of the Board of Directors at any regular or special meeting shall be maintained in written form or in another form that can be converted into written form within a reasonable time. A vote or abstention from voting on each matter voted upon for each director present at a Board meeting must be recorded in the minutes. The names of the directors who voted, abstained, or dissented shall be listed in the minutes. The minutes of all meetings of the Board and of the Members shall be retained for at least seven (7) years Action Taken Without a Meeting. The directors shall have the right to take any action in the absence of a meeting which they could take at a meeting by obtaining the written, unanimous approval of the directors. Any action so approved shall have the same effect as though taken at a meeting of the directors. The written unanimous approval shall be ratified at the next regular meeting of the directors, and the action so taken shall be recorded in the minutes of the meeting at which the action was ratified. Directors shall not take unanimous action outside a regular or special meeting that requires statutory notification to the Members regarding the levy of any assessment or the adoption, amendment, or revocation of any provision of the Governing Documents Notice of Meetings. At all regular and special meetings of the Board of Directors, notice shall be posted in a conspicuous place in the community at least forty-eight (48) hours in advance of the meeting, except in the case of an emergency, at which time all requirements for advance notice of a Board meeting shall be suspended. Detailed agendas shall be posted with the notice of the meeting, as elsewhere provided herein Closed Meetings. The Board of Directors, or a committee, may conduct closed meetings with the Association s attorneys with respect to proposed or pending litigation where the contents of the discussion would otherwise be governed by the attorney-client privilege. Minutes of the closed meeting shall be maintained and sealed in accordance with protecting attorney-clientprivileged information. The Board of Directors, or a committee, may also conduct closed meetings with respect to discussing any personnel related matters including, but not limited to, the filling of open positions. (Amended December 1, 2008) Open Meetings. Except for meetings held under the provisions of , above, all meetings of the Board of Directors shall be open to the Members, as follows: (a) At any meeting of the Board of Directors at which the Board will adopt an annual budget or consider and levy an Annual Assessment, Special Assessment, or Benefit Assessment against the Members, no such meeting shall take place without advance written notice to all Members of the Association at least fourteen (14) days prior to the meeting. The notice shall be mailed to each Owner of record, as provided herein, and shall state the nature of the assessments. (b) At any meeting of the Board of Directors at which the Board will consider adopting, amending, or revoking any provision of the Declaration of Restrictions, the Articles of Incorporation, or the Bylaws, no such meeting shall take place without advance written notice to all Members of the Association at least fourteen (14) days prior to the Board meeting. The notice shall be mailed to each Owner of record, as provided herein, with a specific agenda detailing the exact wording of any such adoption, amendment, or revocation of the Governing Documents of the Association. (c) At any meeting of the Architectural Review Board at which the A.R.B. will consider adopting, amending, or revoking any provision of the Association s architectural standards and rules 8

9 and regulations or any provision that will affect rules regarding parcel use, advance written notice must be sent to all Members of the Association at least fourteen (14) days prior to the A.R.B. meeting. The notice shall be mailed to each Owner of record, as provided herein, and shall provide the proposed wording of any such adoption, amendment, or revocation Meeting Agenda. Agendas of regular or special Board meetings shall be specific to the meeting and shall be published with the notice of the meeting. No action by the Board of Directors shall be valid unless the action pertains to an item which has appeared, along with a description of the subject, on a published meeting agenda. The President of the Association shall cause the agenda to be created, and items may be placed on that agenda for consideration by any of the following methods: (a) At the request of any director made to the President; (b) At the request of the chairman of any committee appointed by the Board, with the request made to the President; or (c) At the petition of twenty percent (20%) of the total voting interests of the Association, as provided herein and in the Florida Statutes, with such petition given to the President Members Rights at Board Meetings. Subject to the provisions of Section herein, all Board meetings shall be open to all Members. Members shall have the right to speak to any item listed on the agenda. However, the Board may adopt rules governing the frequency, duration, and other manner of Member statements. Members may video or audio record the proceedings of Board meetings Petition by Members. If petitioned in writing by twenty percent (20%) of the total voting interests of the Association to address an item of business, the Board shall at its next regular meeting, or at a special meeting of the Board, but not later than sixty (60) days after the receipt of the petition, take the petitioned item up on an agenda. Notice of the Board meeting at which the petitioned item will be addressed shall be given to all Members no less than fourteen (14) days prior to the Board meeting Chairman of Board Meetings. At all meetings of the Board of Directors, the President, or in his absence, the First Vice President, or in the absence of both, the Second Vice President, shall preside Vacancies in Board. Any director who has three (3) consecutive unexcused absences from Board meetings or who is more than ninety (90) days delinquent (or occupies a Unit/Lot for which assessments are so delinquent) in the payment of any monetary obligation due the Association or who has had a fine levied against him or his voting rights suspended, or who is a convicted felon, who has not had his rights restored for at least 5 years, shall not be eligible to serve as a director. Whenever a vacancy in the membership of the Board shall occur, the remaining members of the Board shall, by a majority vote, select a Member of the Association to serve the unexpired term of the vacancy Recall of Directors. Any member of the Board of Directors may be recalled and removed from office, with or without cause, by a majority of the total voting interests of the Association, as more fully contained in the Florida Statutes. Pursuant to Florida law, a director may not serve if he is at least ninety (90) days delinquent in the payment of any Association monetary obligations, or if he is a convicted felon who has not had his rights restored for at least 5 years Compensation. No director shall receive compensation for any service he may render to the Association. However, any director may be reimbursed for his actual expenses incurred in the performance of his duties. 9

10 7.20 Powers and Duties of the Board of Directors Powers. The Board of Directors shall have all the power necessary for administering the Association s affairs and performing all of the Association s responsibilities and exercising all of the Association s rights as set forth in the Governing Documents, and as provided by law. The Board may do or cause to be done on the Association s behalf all acts and things except those which the Governing Documents or Florida law require to be done and exercised exclusively by the Membership generally. Without limitation, the Board shall have the power to: (a) Adopt and publish rules and regulations governing the use of the Common Area and Facilities, and the personal conduct of the Members and their guests thereon, and to establish penalties for the infraction thereof. (b) Suspend the voting rights of a Member during any period in which such member shall be in default in the payment of any assessment levied by the Association, as contained herein. Such rights may also be suspended after notice and hearing, for a period of not to exceed sixty (60) days for infraction of published rules and regulations. (c) Exercise for the Association all powers, duties, and authority vested in or delegated to this Association and not reserved to the Membership by other provisions of the Governing Documents. (d) Declare the office of a member of the Board of Directors to be vacant in the event such member shall be absent from three (3) consecutive regular meetings of the Board of Directors. (e) Employ a manager, an independent contractor, or such other employees as they deem necessary, and to prescribe their duties. (f) Propose fines against Unit/Lot Owners when the occupant or any tenant, guest or invitee of a Unit/Lot Owner fails to comply with any provision of the Governing Documents, or any rules or regulations of the Association Duties. It shall be the duty of the Board of Directors to: (a) Cause to be kept a complete record of all its acts and corporate affairs and to present a statement thereof to the Members at the Annual Meeting of the Members, or at any special meeting when such statement is requested in writing by one-fourth (¼) of the Class A Members who are entitled to vote. (b) Supervise all officers, agents, and employees of the Association, and to see that their duties are properly performed. (c) As more fully provided in the Declaration and in these Bylaws, to: (i) Fix the amount of Annual Assessment against each Unit/Lot at least thirty (30) days in advance of each annual assessment period. (ii) Fix the amount of Benefit Assessment against each Unit/Lot or group of Units/Lots at least thirty (30) days in advance of the assessment period. (iii) Send written notice of each assessment and adjustment thereto to every Owner subject thereto at least (30) days in advance of each annual assessment period and the effective date of each adjustment, provided that failure to timely send said notification shall not invalidate any such annual assessment or adjustments thereto. (iv) Commence action in anticipation of foreclosing the lien against any property for which assessments are not paid within thirty (30) days after due date or to bring an action at law against the Owner personally obligated to pay the same. 10

11 (d) Issue, or to cause an appropriate officer to issue, upon demand by any person, a certificate setting forth whether or not any dues have been paid. A reasonable charge may be made by the Board for the issuance of these certificates. If a certificate states dues have been paid, such certificate shall be conclusive evidence of such payment. (e) Procure and maintain adequate liability and hazard insurance on property owned by the Association. (f) Cause all officers or employees having fiscal responsibilities to be bonded, as it may deem appropriate. (g) Cause the Common Areas and Facilities to be properly maintained by making or contracting for the making of repairs, additions, and improvements to or alterations of the Common Area and Facilities in accordance with the Declaration and these Bylaws. (h) Enforce, by using all remedies available to it, the covenants, conditions, and restrictions, of the Governing Documents, and any rules and regulations of the Association Management. The Board may employ a professional management agent or agents, at such compensation as the Board may establish, to perform such duties and services as the Board shall authorize and are otherwise within the scope of the Board's authority. The Board may delegate such powers as are necessary to perform the manager's assigned duties, but shall not delegate policy-making authority or those duties with respect to adoption of the budget. The Board may delegate a director to have the authority to act on the Board s behalf on all matters relating to the duties of the managing agent or manager which might arise between Board meetings Accounts and Reports. The following management standards of performance shall be followed unless the Board by resolution specifically determines otherwise: (a) (b) Accounting and controls should conform to generally accepted accounting principles; The Association's cash accounts shall not be commingled with any other accounts; (c) The managing agent shall accept no remuneration from vendors, independent contractors, or others providing goods or services to the Association, whether in the form of commissions, finder's fees, service fees, prizes, gifts, or otherwise; the Association shall benefit from anything of value received; (d) The managing agent shall disclose promptly to the Board any financial or other interest which it may have in any firm providing goods or services to the Association; (e) The Board shall prepare financial reports for the Association at least quarterly containing: (i) an income statement reflecting all income and expense activity for the preceding period on an accrual basis; period; (ii) a statement reflecting all cash receipts and disbursements for the preceding (iii) a variance report reflecting the status of all accounts in an "actual" versus "approved" budget format; 11

12 (iv) a balance sheet as of the last day of the preceding period; and (v) a delinquency report listing all Owners who are delinquent in paying any assessments at the time of the report (any assessment or installment thereof shall be considered to be delinquent on the thirtieth (30th) day following the due date unless otherwise specified by Board resolution); and (f) An annual report consisting of at least the following shall be prepared within 120 days after the close of the fiscal year: (i) a balance sheet showing actual receipts and expenditures; (ii) an operating (income) statement; and (iii) a statement of changes in financial position for the fiscal year. Such annual report shall be prepared on an audited basis by a certified public accountant. (g) The foregoing provisions of this paragraph (7.22) also apply to the financial reporting for mandatory maintenance fees and expenses. Within ten (10) business days following its receipt of a written request sent by certified mail, return receipt requested, the Board shall provide an Owner or its authorized agent a copy of the annual financial report. In addition, if Florida law requires, the Association shall send a copy of the annual report to each Member by mail or personal delivery within ninety (90) days following the close of the fiscal year Right to Contract. The Association shall have the right to contract with any person for the performance of various duties and functions. For any contract that exceeds ten (10) percent of the total annual budget of the Association, including reserves, the Board of Directors shall obtain competitive bids for the materials, equipment, or services; however, the Association shall not be required to accept the lowest bid. Contracts with employees of the Association, and contracts for attorney, accountant, architect, community association manager, engineering, and landscape architect shall be exempt from the provisions of this section. The Association may enter into a solesource contract if the contract is the only source of supply in Lake County, Florida Board Training Seminar. The Board may provide or provide for seminars and continuing educational opportunities designed to educate and inform directors of their responsibilities as directors. Such programs shall include instruction on applicable Florida corporate and fiduciary law principles, other issues relating to administering the Association s affairs, and upholding and enforcing the Governing Documents. The Board may retain industry professionals, which may include property managers, attorneys, and accountants, as appropriate or necessary for such purpose. The Board may require that each newly elected, and each re-elected director complete a training seminar within the first six months of assuming the director position Board Standards. In performing their duties, directors and officers shall act as fiduciaries and are subject to insulation from liability as provided for directors of corporations by Florida law and as otherwise provided by the Governing Documents. Directors shall exercise the ordinary and reasonable care of directors of a corporation, subject to the business judgment rule. A director shall act in accordance with the business judgment rule so long as the director: (a) acts within the expressed or implied scope of the Governing Documents and his actions are not beyond the scope of his power and authority; (b) affirmatively undertakes to make decisions which are necessary for the Association's continued and successful operation and, when decisions are made, they are made on an informed basis; (c) acts on a disinterested basis, promptly discloses any real or potential conflict of interests (pecuniary or other), and avoids participation in such decisions and actions; and 12

13 affairs. (d) acts in a non-fraudulent manner and without reckless indifference to the Association's A director acting in accordance with the business judgment rule shall be protected from personal liability. Unless the Governing Documents require that specific action be taken, the failure to take such specific action shall not, without further showing that the Board acted in violation of the business judgment rule, be deemed a violation of a Board duty Board determinations of the meaning, scope, and application of Governing Document provisions shall be upheld and enforced so long as such determinations are reasonable. The Board shall exercise its power in a fair, nondiscriminatory manner and shall adhere to the procedures established in the Governing Documents. Article VIII OFFICERS 8.1 Corporate Officers. The officers of the Association shall be a President, a First Vice President, a Second Vice President, a Secretary, and a Treasurer. All officers shall be Directors. The Association officers shall be elected annually by the Board of Directors immediately following the Annual Meeting of Members and shall take office immediately following their election. At this meeting the Board shall also appoint each Director as a liaison (Board Liaison) to one or more committees. The office of the President and Secretary shall not be held by the same person. No duly elected corporate officer shall sign an instrument or perform an act in the capacity of more than one office The President. Subject to the direction of the Board of Directors, the President shall sign all contracts obligating Association funds. The President shall perform such other duties as from time to time may be assigned to him by the Board. The President shall be a Member of the Association and a duly elected director. The President shall preside at meetings of the Members and the Board of Directors The Vice President. The Board shall elect two Vice Presidents as officers. They will be designated First Vice President and Second Vice President. The Vice President(s) shall have such powers and perform such duties as may be assigned to him by the Board of Directors or the President. They shall be Members of the Association and directors. In case of the absence or disability of the President, the duties of that officer shall be performed by the First Vice President. In the absence of both the President and the First Vice President, the Second Vice President shall perform these duties The Secretary. The Secretary shall be a Member of the Association and shall be a director. The Secretary shall ensure that the Association remains in good standing with the State of Florida by ensuring that the Annual Corporate Report for a Not for Profit Corporation is filed with the Florida Secretary of State. The Secretary shall ensure that all required statutory notices are duly prepared, served, and filed in a timely manner. The Secretary shall maintain a copy of the Association s Governing Documents and other official records in a notebook for use by the Board of Directors and committee members, and the notebook shall be updated on an annual basis. The Secretary shall keep a roster of the Owners of all Units/Lots, as provided herein. The Secretary shall prepare or supervise the preparation of minutes of the Annual Meeting and all meetings of the Board; he shall keep the minutes of all proceedings of the Board of Directors and of all committees and the minutes of the Members meetings in books provided for that purpose; he shall have custody of the corporate seal and such books and papers as the Board may direct; he shall annually and timely inform the appropriate budget and finance officials of the Board of anticipated expenses related to the duties of the office of Secretary; and he shall in general perform all the duties incident to the office of Secretary, subject to the control of the Board of Directors and the President; and he shall also perform such other duties as may be assigned to him by the President or by the Board. 13

14 The Secretary shall serve as the Board s liaison with the Communications Committee regarding Governing Documents and other official records contained on the Association s website and shall have the authority to determine which Governing Documents and other official Association records are to be maintained on the website. The Secretary shall ensure that all such documents are updated, as necessary. The Board shall have the authority to appoint Assistant Secretaries, as it deems necessary, to carry out the administration of the Association The Treasurer. The Treasurer shall be a Member of the Association and shall be a director. The Treasurer shall supervise the preparation of the Association s budget, but may delegate all or part of the preparation and notification duties to a finance committee, management agent, or both. The Treasurer shall have the custody of all the receipts, disbursements, funds and the securities of the corporation and shall perform all duties incident to the office of the Treasurer, subject to the control of the Board of Directors and the President. He shall perform such other duties as may from time to time be assigned to him by the Board or the President. If required by the Board, he shall give a bond for the faithful discharge of his duties in such sum as the Board may require. He shall cause an annual audit of the books of the Association to be made by a certified public accountant at the completion of each fiscal year. 8.2 Subordinate Officers. The President, with the approval of the Board of Directors, may appoint such other officers and agents as the Board may deem necessary, who shall have such authority and perform such duties as from time to time may be prescribed by the President or by the Board. 8.3 Term. The officers of this Association shall be elected annually by the Board of Directors immediately following each Annual Meeting and each shall hold office for one (1) year unless they shall sooner resign, or shall be removed, or otherwise disqualified to serve by sale of property, death, non-payment of dues or other cause. 8.4 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. 8.5 Resignation and Removal. Any officer may be removed from office with or without cause by 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 any later time specified therein, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. 8.6 Vacancies. A vacancy in any office shall be filled by appointment by the Board. The officer appointed to such vacancy shall serve for the remainder of the term of the officer he replaces. 8.7 Agreements, Contracts, Deeds, Leases, Checks, Etc. All agreements, contracts, deeds, leases, checks, and other Association instruments shall be executed by an officer, unless the Board provides otherwise, or by such other person or persons as the Board may designate by resolution. An officer may not execute an Association instrument in more than one capacity. 8.8 Compensation. No Officer shall receive compensation for any service he may render to the Association. However, an Officer may be reimbursed for his actual expenses incurred in the performance of his duties. 14