SECOND AMENDED AND RESTATED BYLAWS OF DOLPHIN TOWERS CONDOMINIUM ASSOCIATION, INC.

Transcription

1 q. ; ~: i'j ; l i~ 'I ; I t,! I l! J ; i ; ; ~ l ~ i ~ ~ -~~ronnen HI ;.u nrrrf'it/\l Drf'loRno 1\ U ll~ UIT lljltl 1\[lJ UQ Pr(ufRUMENT # PGS 2002 APR 12 01:36 PM KAREN E. RUSHING CLERK OF CIRCUIT COURT SARASOTA COUNTY,FLORIDA MTAYLOR ReceiPt# SECOND AMENDED AND RESTATED BYLAWS OF DOLPHIN TOWERS CONDOMINIUM ASSOCIATION, INC. WHEREAS, the original Bylaws of Dolphin Towers Condominium Association, Inc. were recorded in the Public Records of Sarasota County, Florida at OR. Book 1055, Page 328, et seq., as amended; and WHEREAS, the Bylaws were recently deleted in their entirety and these the Second Amended and Restated Bylaws were adopted by a vote of not less than seventy-five (75%) percent of the entire membership of the Board of Directors at a Board meeting held on the 2~ day of January, 2002, and by not less than fifty-one (51%) percent of the members present at a membership meeting held on the 2flh day of February, NOW THEREFORE, the following constitute the Second Amended and Restated Bylaws of Dolphin Towers Condominium Association, Inc. 1. IDENTITY. These are the Second Amended and Restated By-Laws (hereinafter "By-Laws") of Dolphin Towers Condominium Association Inc., a Florida not-for-profit Corporation formed for the purpose of administering the Dolphin Tower, a Condominium. The Condominium was dedicated according to the Declaration thereof, as it was originally recorded in Official Records Book 1055, Page 269, et seq., of the Public Records of Sarasota County, Florida and as it has or may be amended from time to time (hereinafter "the Condominium") which is located in Sarasota, Sarasota County, Florida, upon the lands described in the Declaration of Condominium. (The corporation may hereafter be referred to as the "Association.") 1.1 Office. The office of the Association shall be at Sarasota, Florida, or such other location within Sarasota County, as may from time to time be determined by the Board of Directors. Fiscal Year. The fiscal year of Ll}e ~~ssociation shall be t.a;_e caler:~ year. 1.3 Seal. The corporate seal of the Association shall be adopted and may be changed by the Board of Directors and shall bear the name or abbreviated name of the l

2 OFFICIAL RECORDS ~q1rument # pgs Association, the word "Florida," 1972, the year of establishment, and shall identify the Association as a not-for-profit corporation. A common seal may be used in lieu of a raised corporate seal and in no event shall a seal be required to validate corporate actions unless specifically required by law. 1.4 Dermitions. All terms used in these By-I.a.ws shall have the same meaning, to the extent applicable, as set forth in the Articles of Incorporation for the Association, the Declaration of Condominium for the Condominium and the Florida Condominium Act (Chapter 718, Florida Statutes, 1999), all as amended from time to time Condominium Documents. The term Condominium Documents shall mean the Declaration of Condominium, Surveys, Plot Plans, Site Plans, Articles of Incorporation of the Association, these By-Laws, and the Rules and Regulations of the Association and any other document referenced in the Declaration of Condominium as constituting part of the Condominium Documents, all as amended from time to time. 2. Members' Meetings. 2.1 Members. The members of the Association shall consist of all of the record title owners of apartment units and shop units. 2.2 Annual Meeting. The annual members' meeting shall be held on the second (2nd) Thursday of December of each year, at a place and at a time determined by the Board of Directors. The purpose of the meeting shall be to elect Directors and to transact any other business authorized to be transacted by the members, or as stated in the notice of the meeting sent to Unit Owners in advance thereof. 2.3 Special Meetings. Special members' meetings shall be held at such places as provided herein for annual meetings, and may be called by the President or by a majority of the Board of Directors of the Association, and must be called by the President or Secretary upon receipt of a written request from a majority of the members of the Association. The business conducted at a special meeting shall be limited to that stated in the notice of the meeting. 2.4 Notice of Meeting: Waiver of Notice. Notice of a meeting of members stating the time and place and the purpose(s) for which the meeting is called, shall be given by the President or Secretary. The notice shall include an agenda for all known substantive matters to be discussed, or have an agenda attached to it. A copy of the notice, and agenda, shall be posted at the designated location on the Condominium Property at least fourteen (14) consecutive days prior to the date of the meeting. The ~otice of any meeting shall be sent by mail to each Unit Owner unless the Unit Owner waives in writing the right to receive notice of the meeting by mail. The delivery or mailing shall be to the address of the member as it appears on the roster of members. The posting and mailing of the notice shall be effected not less than fourteen (14) days 2

3 OFFICIAL RECORDS H 1 ~RUMENT # pgs nor more tha1'l sixty (60) days prior to the date of the meeting. Proof of notice shall be given by Affidavit. Notice of specific meetings may be waived before or after the meeting and the attendance of any member shall constitute such member's waiver of notice of such meeting, except when attendance is for the express purpose of objecting at the beginning of the meeting to the transaction of business because the meeting is not lawfully called. 2.5 Quorum. A quorum at members' meetings shall be obtained by the presence, either in person or by proxy, of persons entitled to cast a majority of the votes of the members. 2.6 Voting. (a) Number. In any meeting of members, the owners of condominium units shall be entitled to cast one vote for each condominium unit owned. (b) Ownership. If a condominium unit is owned by one person, his right to vote shall be established by the record title to his unit. If any condominium unit is owned by more than one person, or is under lease, the person entitled to cast the vote for the condominium unit shall be designated by a certificate signed by all of the record title owners of the condominium unit and filed with the Secretary of the Association. If a condominium unit is owned by a corporation, the person entitled to cast the vote for the condominium unit shall be designated by a certificate signed by the President or Vice-President and attested by the Secretary or Assistant Secretary of the corporation and filed with the Secretary of the Association. Such certificates shall be valid until revoked or until superseded by a subsequent certificate or until a change in the ownership of the condominium unit concerned. A certificate designating the person entitled to cast the vote of a condominium unit may be revoked by any owner of a condominium unit. If such certificate is not on file, the owner in attendance at the meeting shall cast the vote or, if more than one owner is in attendance, the owner designated by those in attendance shall cast the vote. (c) Majority Vote. The acts approved by a majority of the votes present in person or by proxy at a meeting at which a quorum shall have been attained shall be binding upon all Unit Owners for all purposes, except where otherwise provided by law, the Declaration, the Articles or these By-Laws. As used in these By-Laws, the Articles or the Declaration, the terms "majority of the Unit Owners" and "majority of the members" shall mean a majority of the votes of members and not a majority of the members themselves and shall further mean more than 50% of the then total authorized votes present in person or by proxy and voting at any meeting of the Unit Owners at which a quorum shall have been attained. Similarly, if some greater percentage of members is required herein or in the De(flaration or Articles, it shall mean such greater percentage of the votes of members and not of the members themselves. 3

4 OFFICIAL RECORDS I~TRUMENT # pgs 2. 7 Proxies. Votes may be cast in person or by proxy. A proxy may be made by any person entitled to vote, but shall only be valid for the specific meeting for which originally given and any lawful adjourned meetings thereof. In no event shall any proxy be valid for a period longer than 90 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 person executing it. A proxy must be filed in writing, signed by the person authorized to cast the vote for the Unit (as above described) and filed with the Secretary before the appointed time of the meeting, or before the time to which the meeting is adjourned. Holders of proxies must be members, or spouses of members. Except as specifically otherwise provided in this paragraph, Unit Owners may not vote by general proxy, but may vote by use of a limited proxy substantially conforming to a limited proxy form adopted by the Division of Florida Land Sales, Condominiums and Mobile Homes. Both limited proxies and general proxies may be used to establish a quorum. Limited proxies shall be used for votes taken to waive or reduce reserves; for votes taken to waive financial reporting requirements; for vot~ taken to amend the Declaration, the Articles of Incorporation, or By-Laws; and for any other matter which the Florida Condominium Act requires or permits a vote of the Unit Owners. General proxies may be used for other matters for which limited proxies are not required, and may also be used in voting for non-substantive changes to items for which a limited proxy is required and given. An executed telegram or cablegram appearing to have been transmitted by the proxy giver, or a photographic, photostatic, facsimile or equivalent reproduction of a proxy is a sufficient proxy. Owners may retroactively cure any alleged defect in a proxy by signing a statement ratifying the owner's intent to cast a proxy vote and ratifying the vote cast by his or her proxy. 2.8 Adjourned Meetings. If any proposed meeting cannot be organized because a quorum has not been attained, the members who are present, either in person or by proxy, may adjourn the meeting from time to time until a quorum is present, provided notice of the newly scheduled meeting is given in the manner required for the giving of notice of a meeting. Except as required in Section 3.6 above, proxies given for the adjourned meeting shall be valid for the newly scheduled meeting unless revoked for reasons other than the new date of the meeting. 2.9 Order of Business. If a quorum has been attained, the order of business at annual members' meetings, and, if applicable, at other members' meetings, shall be: (a) Call to order by President; (b) At the discretion of the President, appointment by the President of a chairperson of the meeting (who need not be a member or a director); (c) Calling of the roll, certifying of proxies, and determination of a quorum, or in lieu thereof, certification and acceptance of the preregistration and registration procedures establishing the owners represented in person, by proxy; 4

5 OFFICIAL RECORDS I}iRUMENT # pgs,./ balloting; (d) (e) (f) (g) (h) (i) (j) (k) Appointment of Inspectors of Election; Call for final balloting on election of directors and closing of Election of directors; Proof of notice of the meeting or waiver of notice; Reading and disposal of any unapproved minutes; Reports of officers; Reports of committees; Unfinished business; (1) New business; (m) Adjournment. or the chairperson. Such order may be waived in whole or in part by direction of the President 2.10 Minutes of Meeting. The minutes of all meetings of Unit Owners shall be kept in a book available for inspection by Unit Owners or their authorized representatives and Board members at any reasonable time. The Association shall retain these minutes for a period of not less than seven years Action Without a Meeting. Anything to the contrary herein notwithstanding, to the extent lawful, any action required to be taken at any annual or special meeting of members, or any action which may be taken at any annual or special meeting of such members, may be taken without a meeting, without prior notice and without a vote if a consent in writing, setting forth the action so taken, shall be signed by the members (or persons authorized to cast the vote of any such members as elsewhere herein set forth) having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting of members at which a quorum of members (or authorized persons) entitled to vote thereon were present and voted. Within ten (10) days after obtaining such.authorization by written consent, notice must be given to members who have not consented in writing. The notice shall fairly summarize the material features of the authorized action. To the extent permitted by Chapter 718, Florida Statutes, members may also consent in writing to actions taken at a meeting by providing a written statement to that effect and their vote shall be fully counted as though they had attended the meeting. 5

6 OFFICIAL RECORDS P~RUMENT # pgs 3. BOARD OF DIRECTORS. 3.1 Number, Term, and Qualifications. The affairs of the Association shall be governed by a Board composed of five (5) members. All Directors shall be Unit Owners or the spouse of a Unit Owner. However, only one representative of any unit shall serve on the Board at the same time. All officers of a corporation, trustees and/ or beneficiaries of a trust, partners of a partnership, or other such Unit Owner shall be deemed to be members so as to be eligible for Board membership. Persons who are convicted felons, who have not had their civil rights restored, are not eligible to serve on the Board. All Directors will be elected for a two (2) year term. It is the intention of these By-Laws that a staggered Directorate be maintained. To implement and maintain a staggered Directorate, the Board may hold seats in future elections open for one or two year terms, when necessary or appropriate. In such cases, those receiving the higher number of votes shall be elected to the longer terms and when no election is held, the decision shall be made by agreement of the affected parties, or by lot. The term of each Director's service shall extend until their elected term is completed and thereafter until their successor is duly elected and qualified or until the Director is recalled in the manner provided in the Condominium Act, or resigns. Resignations of Directors are effective when received by the Association in writing, unless a later date is stated. 3.2 Election of DirectQrs. The election of directors shall occur on the date of the annual meeting and pursuant to the following procedures in lieu of the statutory election procedures under the Florida Condominium Act. (a) The ballot prepart!d for the annual meeting shall list all Director candidates in alphabetical order. Ballots shall be mailed to all voting interests with notice of the annual meeting and may be returned to the Association prior to the meeting, or cast at the meeting. (b) The Board of Directors may appoint a search committee which shall generally recruit and encourage eligible persons to run as candidates for election to the Board. Any eligible person desiring to be a candidate may submit a self nomination, in writing, not less than forty (40) days prior to the scheduled election and shall automatically be entitled to be listed on the ballot. election. (c) (d) (e) There shall be no nominations from the floor on the date of the Directors shall be elected by a plurality of the votes cast. Tie votes shall be broken by the means provided by law. 6

7 OFFICIAL RECORDS I~STRUMENT # pgs (f) No election shall be necessary if the number of candidates is less than or equal to the number of vacancies. The candidates shall automatically be elected and their names announced at the annual meeting. (g) Vacancy. Except as to vacancies created by removal of directors by members, vacancies in the Board of Directors occurring between annual meetings of members shall be :filled by the re~g directors. (h) Removal. Any director may be removed by concurrence of a majority (63 votes) of the votes of the entire membership at a special meeting of the members called for the purpose, or by the Recall by Agreement procedure as outlined in Chapter 718, Florida Statutes. The vacancy on the Board of Directors so created shall be :filled by the members of the Association at the same meeting, or pursuant to the vote obtained in the Recall by Agreement. 3.3 Organizational Meeting. The organizational meeting of each newlyelected Board of Directors to elect officers shall be held at such place and time as shall be fixed by the Directors, provided a quorum shall be present. Unless otherwise noticed, the organizational meeting shall be held immediately following the annual meeting of the members. 3.4 Regular Board of Directors Meetings. (a) Regular Meetings. Regular meetings of the Board of Directors may be held at such time and place as shall be determined, from time to time, by a majority of the Directors. Meetings of the Board of Directors shall be open to all Unit Owners who may participate in accordance with the written policy established from time to time by the Board of Directors. Notice of such meetings shall be posted at a designated location on the Condominium Property at least forty-eight ( 48) continuous hours in advance for the attention of the members of the Association, except in the event of an emergency in which case the Notice shall be posted as soon as practicable after the need for emergency meeting is known to the Association. All notices shall include an agenda for all known substantive matters to be discussed, or have an agenda attached to it. Meetings at which a regular monthly or quarterly assessment is to be considered shall contain a statement that assessments will be considered and the nature of such assessments. Written notice of any meeting at which non-emergency special assessments, or at which amendment to rules regarding unit use will be considered, shall be mailed or delivered to the Unit Owners and posted at a designated location on the condominium property at least fourteen (1.4) continuous days prior to the date of the Board meeting. (b) Voting. Directors may not vote by proxy or by secret ballot at Board meetings, except that officers may be elected by secret ballot. A vote or abstention for each member present shall be recorded in the minutes. 7

8 --- OFFICIAL RECORDS ~STRUMENT # pgs (c) Emergency Agenda Items. The Board of Directors can only take action on items that have been included in the posted agenda for that meeting, except for emergency situations. An item not included on the notice may be taken up on an emergency basis by at least a majority plus one of the Board members. Such emergency action shall be noticed and ratified at the next regular Board meeting. (d) Owner Participation in Board Meetings. Meetings of the Board of Directors at which a majority of the members of the Board are present, shall be open to all Unit Owners. The right to attend such meetings includes the right to speak with reference to all designated agenda items; provided, however, the Board may adopt reasonable rules governing the frequency, duration, and manner of Unit Owner statements. Unless otherwise provided by the Board, each Unit Owner is entitled to speak for three minutes with reference to designated agenda items. Board meetings subject to the attorney-client privilege shall not be subject to Unit Owner open meeting requirements 3.5 Special Meetings. Special meetings of the Directors may be called by the President, and must be called by the President or Secretary at the written request of one-third (1/3) of the Directors. Special mtfetings of the Board of Directors shall be noticed and conducted in the same manner as provided herein for regular meetings. 3.6 Notice to Board Members/Waiver of Notice. Notice of Board meetings shall be given to Board members personally or by mail, telephone or telegraph, which notice shall state the time, place and purpose of the meeting, and shall be transmitted not less than forty-eight (48) hours prior to the meeting. Any Director may waive notice of a meeting before or after the meeting and that waiver shall be deemed equivalent to the due receipt by said Director of notice. Attendance by any Director at a meeting shall constitute a waiver of notice of such meeting, except when his attendance is for the express purpose of objecting at the beginning of the meeting to the transaction of business because the meeting is not lawfully called. 3.7 Board Meetings, Quorum, and Voting. The designation of the agenda for Board meetings shall be at the discretion of the President. However, the President shall be obligated to include any item on the agenda for a Board meeting, if requested, in writing, by two Board members. A quorum at Directors' Meetings shall consist of a majority of the Directors. The acts approved by a majority of the entire Board of Directors present at a meeting shaii constitute the acts of the Board. Directors may not vote by proxy or by secret ballot at Board meetings (except that Directors may vote by secret ballot when electing Officers) and a vote or abstention for each member present shall be recorded in the minutes. Directors may not abstain from voting except in the case of an asserted conflict of interest. If at any meeting of the Board there be less than a quorum present, the Director(s) present may adjourn the meeting from time to time until a quorum is present. At any adjourned meeting, any business which might have been transacted at the meeting as originally called may be transacted. Absent Directors may later sign written joinders in Board actions, but such joinders may not be used for purposes of creating a quorum. 8

9 OFFICIAL RECORDS INSTRUMENT # pgs 3.8 Presiding Officer. The presiding officer at Directors' meetings shall be the President, and in his absence, the Vice President. In the absence of the presiding officer, the Directors present shall designate one of their number to preside. 3.9 Order of Business. If a quorum has been attained, the order of business at Directors' meetings shall be: (a) (b) (c) (d) (e) (f) (g) Proof of due notice of meeting; Reading and disposal of any unapproved minutes; Report of officers and committees; Election of officers; Unfinished business; New business; Adjournment. Such order may be waived in whole or in part by direction of the President, or the presiding officer Minutes of Meetings. The minutes of all meetings of the Board of Directors shall be kept in a book available for inspection by Unit Owners, or their authorized representatives, and Board members at any reasonable time. The Association shall retain these minutes for a period of not less than seven years Director Compensation. Directors shall serve without pay but shall be entitled to reimbursement for expenses reasonably incurred. 4. POWERS AND DUTIES OF THE BOARD OF DIRECTORS. All of the powers and duties of the Association existing under the laws of Florida generally, the Florida Not For Profit Corporation Statute, the Condominium Act, and the Condominium Documents, all as amended from time to time, shall be exercised exclusively by the Board of Directors, or its duly authorized agents, contractors, or employees, subj~t only to the approval by Unit Owners when such is specifically required. Such powers and duties of the Directors shall include, but shall not be limited to, the following: 4.1 To Assess. The Directors shall adopt budgets and make and collect special and periodic assessments against owners to defray the costs of the Association. 9

10 OFFICIAL RECORDS ~~STRUMENT # pgs 4.2 To Expend Association Funds. The Directors shall use the proceeds of assessments in the exercise of their powers and duties. 4.3 To Maintain The Condominium Property. The Directors shall maintain, repair, replace, and operate the property within the Condominium. 4.4 To Reconstruct After Casualty. The Directqrs may reconstruct the units, common elements, limited common elements, and association property improvements after casualty and further improve the property, as specified in the Declaration of Condominium. 4.5 To Approve Transfers. The Directors may approve or disapprove proposed transactions or transfers in the manner provided by the Declaration of Condominium, and to charge a preset fee, not to exceed the maximum permissible by law, in connection with such right of approval. In connection with the lease of units, the Board may require the posting of a security deposit to protect against damages to the common elements or Association property, in the manner provided by law. 4.6 To Enforce. The Directors may enforce by legal means the provisions of applicable laws and the Condominium Documents, and to interpret said Condominium Documents To Contract. The Directors may contract for management, maintenance and operation of the Condominium. The Directors may delegate such powers to its managing agent(s) to the extent lawful. 4.8 To Insure. The Directors shall carry insurance for the protection of the Unit Owners and the Association, pursuant to requirements contained in the Declaration of Condominium and Chapter 718, Florida Statutes, both as amended from time to time. 4.9 To Pay Utility Bills. The Directors shall pay the cost of all utility services rendered to the Condominium and not billed to owners of individual units To Hire and Discharge. The Directors may employ personnel and designate other officers to be paid a reasonable compensation and grant them such duties as seem appropriate for proper administration of the purposes of the Association To Sue and Be Sued. The Directors may bring and defend suits, make and execute contracts, deeds, mortgages, notes, and other evidence of indebtedness, leases, and other instruments by its officers and to purchase, own, lease, convey, and encumber real and personal property. The Directors may grant easements and licenses over the condominium property necessary or desirable for proper operation of the Condominium. 10

11 OFFICIAL RECORDS TNSTRUMtNT # pgs 4.12 To Enter Into Contracts for Products and Services. All contracts for the purchase, lease, or renting of materials or equipment, or which are not to be fully performed within one year, and all contracts for services shall be in writing. As to any such contract which requires payment exceeding 5% of the gross budget (including reserves) except for contracts with employees of the Association, attorneys, accountants, architects, engineers and landscape architects, and community association managers, the Association shall obtain competitive bids unless the products and services are needed as the result of an emergency or unless the desired supplier is the only source of supply within the County serving the Association. The Association need not accept the lowest bid. A contract executed before January 1, 1992 and any renewal thereof is not subject to competitive bid requirements of this Section. If a contract was awarded under the competitive bid procedures of this Section, any renewal of that contract is not subject to such competitive bid requirements if the contract contained a provision that allowed the Board to cancel a contract on thirty days' notice. Materials, equipment, or services provided to a condominium under a local government franchise agreement by a franchise holder are not subject to the competitive bid requirements of this Section. The Association may opt out of competitive bidding requirements, by a Unit Owner vote, in the manner provided by law To Levy Fines. The Directors may, pursuant to Section 718, Florida Statutes, impose fines against a unit not to exceed the maximum permissible by law, for failure to comply with the provisions of the Board policies and resolutions, the Condominium Documents, including the Rules and Regulations, and applicable laws by owners, occupants, licensees, tenants, and invitees A fine may be imposed for each day of continuing violation at the highest rate allowed by law per violation with a single notice and opportunity for hearing, provided that no fine shall in the aggregate exceed the maximum amount permissible by law The party against whom the fine is sought to be levied shall be afforded an opportunity for hearing and be given notice of the Board's intent not less than fourteen (14) days before the fine is levied. Notice shall be deemed effective when deposited in the United States Mail, certified, return receipt requested, to the address of the Unit Owner listed in the official records of the Association, and as to tenants, to the mailing address for the unit. Said notice shall include: (a) A statement advising of the opportunity for a hearing; (b) A statement of the provisions of the Declaration, Articles of Incorporation, By-Laws, Rules and Regulations, Board policies and resolutions or laws which have allegedly been violated; and Association. (c) A short and plain statement of the matters asserted by the 11

12 OFFICIAL RECORDS 1NSTRUMENT # pgs The party against whom the fine may be levied shall have an opportunity to respond, to present evidence, and to provide written and oral argument on all issues involved and shall have an opportunity at the hearing to review, challenge, and respond to any material considered by the Association. The hearing, if requested, shall be held before a Committee of other Unit Owners. If the Committee does not agree with the fine, the fine may not be levied. Should the Association be required to initiate legal proceedings to collect a duly levied fine, the prevailing patty in an action to collect said fine shall be entitled to an award of costs, and a reasonable attorney's fee incurred before trial (including in connection with the preparation for and conduct of fining hearings), at trial, and on appeal To Appoint Committees. The Directors may appoint committees. All committees and committee members shall serve at the pleasure of the Board. Meetings of a Committee to take final action on behalf of the Board or make recommendations to the Board regarding the Association budget shall conduct their affairs in the same manner as provided in these By-Laws for Board of Director meetings. All other committees may meet and conduct their affairs in private without prior notice or owner participation, unless otherwise directed by the Board of Directors To Ensure Frre Safety Compliance. The Directors may accept a Certificate of Compliance from a licensed electrical contractor or electrician as evidence of compliance of the condominium units with the applicable Fire and life Safety Code To Approve the Installation of Hurricane Shutters. The Directors shall adopt hurricane shutter specifications for the Condominium which shall include color, style, and other factors deemed relevant by the Board. All specifications adopted by the Board shall comply with the applicable building code, or shall be structured to ensure that installed shutters are in compliance with the applicable building code. The Board shall not refuse to approve the installation or replacement of hurricane shutters conforming to the specifications adopted by the Board, provided that the Board may condition approval upon the Unit Owner's agreement to execute appropriate documentation regarding same To Exercise Emergency Powers. In the event of any "emergency" as defined in Section below, the Board of Directors may exercise the emergency powers described in this Section, and any other emergency powers authorized by Chapter 617, Florida Statutes, as amended from time to time The Board may name as assistant officers persons who are not Directors, which assistant officers shall have the same autltority as the executive officers to whom they are assistant during the period of the emergency, to accommodate the incapacity of any officer of the Association The Board may relocate the principal office or designate alternative principal offices or authorize the officers to do so. 12

13 OFFICIAL RECORDS-~1NSiRUMENT # n1B 22 pgs During any emergency the Board may hold meetings with notice given only to those Directors with whom it is practicable to communicate, and the notice may be given in any practicable manner, including publication or radio. The Director or Directors in attendance at such a meeting shall constitute a quorum Corporate action taken in good faith during an emergency under this Section to further the ordinary affairs of the Association shall bind the Association; and shall have the rebuttable presumption of being reasonable and necessary. permitted by law The Board may use reserve funds to meet Association needs, as Any officer, director, or employee of the Association acting with a reasonable belief that his actions are lawful in accordance with these emergency Bylaws shall incur no liability for doing so, except in the case of willful misconduct These emergency Bylaws shall supersede any inconsistent or contrary provisions of the Bylaws during the period of the emergency ForpurposesofthisSectiononly, an "emergency" exists only during a period of time that the condominium, or the immediate geographic area in which the condominium is located, is subjected to: authorities; (a) a state of emergency declared by local civil or law enforcement (b) a hurricane warning; (c) a partial or complete evacuation order; (d) federal or state "disaster area" status; or (e) a catastrophic occurrence, whether natural or manmade, which seriously damages or threatens to seriously damage the physical existence of the condominium, such as an earthquake, tidal wave, fire, hurricane, tornado, war, civil unrest, or act of terrorism. 5. OFFICERS. 5.1 Executive Officers. The executive officers of the Association shall be the President, a Vice President, a Treasurer, and such assistaq.t officers as may be desired, all of whom shall be elected annually by and from the Board of Directors, and who may be peremptorily removed by a majority vote of the Directors at any meeting. Any person may hold two or more 13

14 OFFICIAL RECORDSriNSTRUMENT # pgs offices except that the President shall not also be the Secretary or the Treasurer. Assistant officers need not be Directors. 5.2 President. The President shall be the chief executive officer of the Association. He shall have all of the powers and duties usually vested in the office of president of an association, including, but not limited to, the power to appoint committees from among the members from time to time, as he, in his discretion, may determine appropriate to assist in the conduct of the affairs of the Association. 5.3 Vice-President. The Vice-President in the absence or disability of the President shall exercise the powers and perform the duties of the President. He also shall assist the President generally and exercise such other powers and perform such other duties as shall be prescribed by the Directors. 5.4 Secretary. The Secretary shall keep the minutes of all proceedings of the directors and the members. He shall attend to the giving and serving of all notice to the members and directors, and other notices required by law. He shall have custody of the seal of the Association and affix it to instruments requiring a seal when duly signed. He shall keep the records of the Association, except those of the Treasurer, and shall perform all other duties incident to the office of Secretary of an association and as may be required by the directors or the President. The Assistant Secretary, if any, shall perform the duties of the Secretary when the Secretary is absent, and shall otherwise assist the Secretary. 5.5 Treasurer. The Treasurer shall have custody of all property of the Association, including funds, securities and evidences of indebtedness. He shall keep books of account for the Association in accordance with good accounting practices, which, together with substantiating papers, shall be made available to the Board of Directors for examination at reasonable times. He shall submit a Treasurer's report to the Board of Directors at reasonable intervals and shall perform all other duties incident to the office of Treasurer and as may be required by the Directors or the President. All monies and other valuable effects shall be kept for the benefit of the Association in such depositories as may be designated by a majority of the Board of Directors. 5.6 Delegation. The Board of Directors may delegate any ot all of the functions of the Secretary or Treasurer to a management agent or employee, provided that the Secretary or Treasurer shall in such instance generally supervise the performance of the agent or employee in the performance of such functions Compensation. Neither Directors nor officers shall receive compensation for their services as such, but this provision shall not preclude the Board of Directors from employing a Director or officer as an employee of the Association, nor preclude contracting with a Director or officer for the management of the Condominium or for any other service to be supplied by such Director or officer. 14

15 / OFFICIAL RECORDS~ INSTRUMENT # L pgs Directors and officers shall be compensated for all actual and proper out of pocket expenses relating to the proper discharge of their respective duties. 5.8 Resignations. Any Director or officer may resign his post at any time by written resignation, delivered to the President or Secretary, which shall take effect upon its receipt unless a later date is specified in the resignation, in which event the resignation shall be effective from such date unless withdrawn. The acceptance of a resignation shall not be required to make it effective. The conveyance of all Units owned by any Director or officer shall constitute a written resignation of such Director or officer without need for a written resignation. 5.9 Minutes and Inspection of Records. Minutes of all meetings of Unit Owners and of the Board of Directors shall be kept in a business-like manner and shall be reduced to written form within fourteen (14) days and these, plus records of all receipts and expenditures and all other official records, as defined in Chapter 718, Florida Statutes, as amended from time to time, shall be available for inspection by Unit Owners and Board members at all reasonable times. Provided, however, that the Directors may adopt reasonable rules regarding the frequency, time, location, notice, and manner of record inspections and any copying. 6. FISCAL MANAGEMENT. The provisions for fiscal management of the Association set forth in the Declaration and Articles shall be supplemented by the following provisions: 6.1 Budget. (a) Adoption by Board: The Board of Directors shall from time to time, and at least annually, prepare a budget for the Condominium (which shall detail all accounts and items of expense and contain at least all items set forth in Chapter 718, Florida Statutes, if applicable), determine the amount of Assessments payable by the Unit Owners to meet the expenses of such Condominium and allocate and assess such expenses among the Unit Owners in accordance with the provisions of the Declaration. In addition to annual operating expenses, the budget shall include reserve accounts for capital expenditures and deferred maintenance (to the extent required by law). These accounts shall include, but not be limited to, roof replacement, building painting and pavement resurfacing. The amount of reserves shall be computed by means of a formula which is based upon the estimated life and the estimated replacement cost of each reserve item. Reserves shall not be required if the members of the Association have, by a vote of the majority of the members present (in person or by proxy) at a du1y called meeting of members, determined for a specific fiscal year to provide no reserves or reserves less adequate than required hereby in which case, such waiver shall be retroactive to the beginning of the fiscal year upon which the vote was taken. Reserve funds, and any accrued interest on the funds, shall remain in the reserve account for authorized reserve expenditures, unless their use for other purposes is approved in advance by a vote of the majority of the voting interests present (in person or by proxy) at a duly called meeting of the Association. All funds shall be maintained separately in the Association's name. 15

16 OFFICIAL RECORDS~ INSTRUMENT# pgs The adoption of a budget for the Condominium shall comply with the requirements hereinafter set forth: (i) Notice of Meeting. A copy of the proposed budget of Common Expenses shall be mailed to each Unit Owner not less than fourteen (14) days prior to the meeting of the Board of Directors at which the budget will be considered, together with a notice of that meeting indicating the time and place of such meeting. (ii) Special Membership Meeting. If a budget is adopted by the Board of Directors which requires Assessments against such Unit Owners in any year exceeding one hundred fifteen percent (115%) of such AsseSsments for the preceding year, as hereinafter defined, upon written application of ten percent (10%) of the Unit Owners, a special meeting of the Unit Owners shall be held within thirty (30) days of delivery of such application to the Board of Directors. Each Unit Owner shall be given at least fourteen (14) days' notice of said meeting. At the special meeting, Unit Owners may consider and adopt a budget. The adoption of said budget shall require a vote of Owners of not less than a majority of all the voting interests. (iii) Determination of Budget Amount. In determining whether a budget requires Assessments against Unit Owners in any year exceeding one hundred fifteen percent (115%) of Assessments for the preceding year, there shall be excluded in the computations any authorized provisions for reasonable reserves made by the Board of Directors in respect of repair or replacement of the Condominium Property or in respect of anticipated expenses of the Association which are not anticipated to be incurred on a regular or annual basis, and there shall be excluded further from such computation Assessments for improvernen.ts to the Condominium Property. (b) Adoption by Membership. In the event that the Board of Directors shall be unable to adopt a budget for a fiscal year in accordance with the requirements of Subsection 9.1(a) above, the Board of Directors may call a special meeting of Unit Owners for the purpose of considering and adopting such budget, which meeting shall be called and held in the manner provided for such special meetings in said subsection, or propose a budget in writing to the members, and if such budget is adopted by the members, upon ratification by a majority of the Board of Directors, it shall become the budget for such year. 6.2 Assessments. Assessment against Unit Owners for their share of the items of the budget shall be made for the applicable fiscal year annually at least twenty (20) days preceding the year for which the Assessments are made. Such Assessments shall be due in equal installments, payable in advance on the first day of each month (or each quarter at the election of the Board) of the year for which the Assessments are made. If annual Assessments are not made as required, Assessments shall be presumed to have been made in the amount of the last prior Assessments, and monthly (or quarterly) installments on such Assessments shall be due upon each installment payment date until changed by amended Assessments. In the event the annual Assessments prove to be insufficient, the budget and Assessments may be amended at any time 16

17 OFFICIAL RECORDS, JNSiRUMENT # t pgs by the Board of Directors, subject to the provisions of Section 9.1 hereof, if applicable. Unpaid Assessments for the remaining portion of the fiscal year for which amended Assessments are made shall be payable in as many equal installments as there are full months (or quarters) of the fiscal year left as of the date of such amended Assessments, each such monthly (or quarterly) installment to be paid on the first day of the month (or quarter), commencing the first day of the next ensuing month (or quarter). If only a partial month (or quarter) remains, the amended Assessments shall be paid with the next regular installment in the following year, unless otherwise directed by the Board in its resolution. 6.3 Assessments for Charges. Charges by the Association against members for other than Common Expen~ shall be payable in advance. Charges for other than Common Expenses may be made only after approval of a member or when expressly provided for in the Declaration or the exhibits attached thereto, as the same may be amended from time to time, which charges may include, without limitation, charges for the use of portions of the Condominium Property, maintenance services furnished at the expense of an Owner, other services furnished for the benefit of an Owner and fines, damages and other sums due from such Owner. 6.4 Special Assessments. In addition to other assessments, the Association through its Board of Directors, may levy special assessments for the purpose of defraying in whole or in part, deficits in operating revenues, capital expenditures or deferred maintenance items, or other charges and expenses that are non-recurring and not provided for in the budget of the Association. Special assessments shall be due and payable as provided by the Board of Directors in a written notice thereof to all Unit Owners. 6.5 Assessment Roll. The assessments for common expenses and charges shall be set forth upon a roll of the units which shall be available for inspection at all reasonable times by Unit Owners. Such roll shall indicate a current account and a monthly, bi-monthly or quarterly statement for each unit designating the name of the Unit Owner, the due date and the amount of each assessment, the amount paid upon the account and the balance due. This information must appear on the Unit Owner's ledger sheet as kept by the Association and must be updated as assessments are levied and paid. A certificate made by a duly authorized representative of the Association or by the Board of Directors as to the status of a unit's account may be relied upon for all purposes by any person for whom made. 6.6 Depository. The depository of the Association shall be such bank or banks or other federally insured depository, in the State, as shall be designated from time to time by the directors and in which the monies of the Association shall be deposited not to exceed the amount of federal insurance available provided for any account. Withdrawal of monies from those accounts shall be made only by checks signed by such person or persons as are authorized by the directors. All funds shall be mairttained separately in the Association's name. 17

18 OFFICIAL RECORU~~J~SiRUMENT # pgs 6. 7 Acceleration of Installments Upon Default. If a Unit Owner shall be in default in the payment of an installment upon his Assessments, the Board of Directors or its agent may accelerate the remaining installments of the Assessments upon notice to the Unit Owner, and the then unpaid balance of the Assessments for the balance of the year shall be due upon the date stated in the notice, but not less than five (5) days after delivery of the notice to the Unit Owner, or not less than ten (10) days after the mailing of such notice to him by certified mail, whichever sba.u first occur. 6.8 Fidelity Bonds. Fidelity bonds shall be required for the President, Secretary, Treasurer and all persons authorized to sign association checks in such amounts as shall be determined by a majority of the Board, but in no event less than that required by law. The premiums on such bonds shall be paid by the Association as a Common Expense. 6.9 Accounting Records and Reports. The Association shall maintain and distribute accounting records and reports as required by law Roster of Unit Owners. Each Unit Owner shall file with the Association a copy of the deed or other document showing his ownership. The Association shall maintain such information. The Association may rely upon the accuracy of such information for all purposes until notified in writing of changes therein as provided above. Only Unit Owners of record on ~e date notice of any meeting requiring their vote is given shall be entitled to notice of and to vote at such meeting, unless prior to such meeting other Owners shall produce adequate evidence, as provided above, of their interest and shall waive in writing notice of such meeting. 7. PARLIAMENTARY RULES. Roberts' Rules of Order (latest edition) shall govern the conduct of the Association meetings when not in conflict with the Condominium or Corporate Acts, case law, the Declaration, the Articles, these Bylaws, or rules and regulations adopted from time to time by the Board of Directors to regulate the participation of Unit Owners at Board, membership and committee meetings, and to otherwise provide for orderly corporate operations. 8. AMENDMENTS. These By-Laws may be amended in the following manner: 8.1 Notice. Notice of the subject matter of a proposed amendment shall be included in the notice of a meeting at which a proposed amendment is to be considered. 8.2 A resolution for the adoption of a proposed amendment of these Bylaws may be proposed by either the Board of Directors of the Association or by the members of the Association. Members may propose such an amendment by instrument in writing directed to the President or Secretary of the Board signed by not less than ten (10%) percent of the membership. Amendments may be proposed by the Board of Directors by action of a majority of the Board at any regularly constituted meeting thereof. Upon an amendment being proposed as herein provided for, the President or, in the event of his refusal or failure to act, the Board of Directors, shall call 18

19 OFFICIAL RECOR~~INSTRUMENT # pgs a meeting of the membership to be held within sixty (60) days thereafter for the purpose of considering said amendment. Except as elsewhere provided, such approvals must be either by: (a) Not less than seventy-five (75%) percent of the entire membership of the Board of Directors and not less than fifty-one (51 %) percent of the votes of the membership present, in person or by proxy, at a membership meeting of the Association; or (b) Not less than seventy-five (75%) percent of the votes of the membership present, in person or by proxy, at a membership meeting of the Association. 8.3 Execution and Recording. A copy of each amendment shall be attached to a certificate certifying that the amendment was duly adopted as an amendment to the Declaration and By-Laws, which certificate shall be executed by the President or Vice-President and attested to by the Secretary or Assistant Secretary of the Association with the formalities of a deed. The amendment shall be effective when the certificate and a copy of the amendment is recorded in the Public Records of the County. 8.4 Automatic Amendment. These By-Laws shall be deemed amended, if necessary, so as to make the same consistent with the provisions of the Declaration of Condominium or the Articles of Incorporation. Whenever Chapter 718, Florida Statutes, Chapter 617, Florida Statutes, or other applicable statutes or administrative regulations are amended to impose procedural requirements less stringent than set forth in these By-Laws, the Board may operate th~ Association pursuant to the less stringent requirements. The Board of Directors, without a vote of the owners, may adopt by majority vote, amendments to these By-Laws as the Board deems necessary to comply with such operational changes as may be enacted by future amendments to Chapters 607, 617, and 718 of the Florida Statutes, or such other statutes or administrative regulations as required for the operation of the Association. 8.5 Proposed Amendment Format. Proposals to amend existing By-Laws shall contain the full text of the By-Laws to be amended. New words shall be underlined and words to be deleted shall be lined through with hyphens. If the proposed change is so extensive that this procedure would hinder rather than assist understanding, a notation must be inserted immediately preceding the proposed amendment saying, "SUBSTANTIAL REWORDING OF BY-LAW. SEE BY-LAW NUMBER 8 FOR PRESENT TEXT." 9. RULES AND REGULATIONS. The Board ofdirectors may, from time to time, adopt, amend or add to rules and regulations governing the use of units, common elements, limited common elements, Association property and the operation of the Association. Copies of adopted, amended or additional rules and regulations shall be furnished by the Board of Directors to each Unit Owner not less than thirty (30) days prior to the effective date thereof, and shall be valid and enforceable notwithstanding whether recorded in the public records. 19

20 OFFICIAL RECORDS INSTRUMENT # pgs 10. DISPUTE RESOLUTION Mandatory Arbitration. If unresolved, disputes between the Board and Unit Owners as defined in Chapter 718, Florida Statutes, as amended from time to time, must be arbitrated in mandatory non-binding arbitration proceedings as provided in the Condominium Act prior to commencing litigation, so long as the Condominium Act requires such arbitration Unit Owner Inquiries. When a Unit Owner files a written inquiry by certified mail with the Board, the Board shall respond in writing to the Unit Owner within 30 days of receipt of said inquiry. The Board's response shall either give a substantive response to the inquirer, or notify the inquirer that legal advice has been requested, or notify the inquirer that advice has been requested from the Division. If the Board requests advice from the Division, the Board shall, within ten days of its receipt of the advice, provide in writing a substantive response to the inquirer. If a legal opinion is requested, the Board shall, within 60 days after the receipt of the inquiry, provide in writing a substantive response to the inquirer. The failure to provide a substantive response to the inquirer as provided herein precludes the Association from recovering attorney's fees and costs in any subsequent litigation, administrative proceeding, or arbitration arising out of the inquiry. Absent a different rule adopted by the Board of Directors, the Board shall only be obligated to respond to one inquiry per month pertinent to any particular unit. In the event of a grievance of a Unit Owner against the Association, the Board of Directors, or a member thereof, written notice in detail of the grievance shall be given the Directors prior to the institution of litigation, (including but not limited to arbitration) and they shall be allowed a period of 30 days in which to resolve the grievance Other Remedies. Nothing herein shall preclude the Association from pursuing any remedy for the violation of the Condominium Documents or disputes with a Unit Owner or other party as may be available to the Association under the laws of the State of Florida or the Condominium Documents. 11. CONSTRUCTION. Where the context so permits, the singular shall include the plural, the plural shall include the singular, and the use of any gender shall be deemed to include all genders. 12. CAPTIONS. The captions herein are inserted only as a matter of convenience and for reference, and in no way define or limit the scope of these By-Laws or the intent of any provision hereof. 13. MISCELLANEOUS. The following miscellaneous provisions shall apply to these By-Laws and the Condominium Documents. ' Conflicts. The term "Condominium Documents," as used in these By Laws and elsewhere shall include the Declaration of Condominium, Articles of Incorporation, these By-Laws, the Rules and Regulations of the Association, the Plats, Surveys, Plot Plans, and 20