INDEX TO BY-LAWS
OF
EAST LAKES IN PEMBROKE PINES HOMEOWNERS’ ASSOCIATION, INC.
ARTICLE I
IDENTITY
ARTICLE II
MEMBERSHIP AND VOTING PROVISIONS
- Membership Limited
- Voting
- Quorum
- Proxies
- Designation of Voting Member
ARTICLE III
MEETING OF THE MEMBERSHIP
- Place
- Notices
- Annual Meeting
- Special Meeting
- Waiver and Consent
- Adjourned Meeting
- Approval or Disapproval
ARTICLE IV
DIRECTORS
- Number, Term and Qualifications
- First Board of Directors
- Removal of Directors
- Vacancies on Directorate
- Disqualification and Resignation of Directors
- Regular Meetings
- Special Meetings
- Directors’ Waiver of Notice
- Quorum
- Compensation
- Powers and Duties
ARTICLE V
OFFICERS
- Elective Officers
- Election
- Appointive Officers
- Term
- The President
- The Vice-President
- The Secretary
- The Treasurer
ARTICLE VI
FINANCES AND ASSESSMENTS
- Depositories
- Fidelity Bonds
- Fiscal or Calendar Year
- Determination of Assets
- Application of Payments and Co-Mingling of Funds
- Application of Assessment Installments Upon Default
- An Audit of the Accounts
- Financial Responsibility
ARTICLE VII
COMPLIANCE AND DEFAULT
- Violations
- Negligence or Carelessness of Lot Owner
- Costs and Attorneys’ Fees
- No Waiver of Rights
- Election of Remedies
ARTICLE VIII
ACQUISITION OF UNITS OR LOTS
- Acquisition on Foreclosure
ARTICLE IX
AMENDMENTS TO THE BY-LAWS
ARTICLE X
NOTICES
ARTICLE XI
IDEMNIFICATION
ARTICLE XII
LIABILITY SURVIVES TERMINATION OF MEMBERSHIP
ARTICLE XIII
LIMITATION OF LIABILITY
ARTICLE XIV
PARLIAMENTARY RULES
ARTICLE XV
PARAMOUNT RIGHT OF DEVELOPER
ARTICLE XVI
LIENS
- Protection of property
- Notice of Lien
- Notice of Suit
- Failure to Comply
- First Mortgage Register
ARTICLE XVII
RULES AND REGULATIONS
- Adoption and Changes to Administrative Rules
- Changes to Rules and Regulation to Lots and Units
- Conflicts
BY-LAWS
OF
EAST LAKES IN PEMBROKE PINES HOMEOWNERS’ ASSOCIATION, INC.
ARTICLE I
IDENTITY
The following By-Laws shall govern the operation of EAST LAKES IN PEMBROKE PINES HOMEOWNERS’ ASSOCIATION, INC.
The Association is a Florida corporation not for profit, organized and existing under the laws of the State of Florida for the purpose of administering (but not exclusively) the residential community to be known as EAST LAKES IN PEMBROKE PINES, which will be located on land described in Exhibit A to the Declaration of Covenants and Restrictions.
Section 1. The office of the Association shall be at such place as may be subsequently designated by the Board of Directors of the Association.
Section 2. The Seal of the corporation shall bear the name of the corporation, the word “Florida”, the words “Corp¬oration not for profit”, and the year of incorporation.
Section 3. As used herein, the word “Corporation” shall be the equivalent of “Association”, as defined in the Declaration of Covenants and Restrictions for EAST LAKES IN PEMBROKE PINES. All references to “Declaration of Covenants and Restrictions” or “Declaration” as used herein, shall mean the aforedescribed Declaration of Covenants and Restrictions. All other words and phrases, as used herein, shall have the same definitions as attributed to them in the aforesaid Declaration of Covenants and Restrictions. As used herein and in the Declaration of Covenants and Restrictions and the other Exhibits, if any, to said Declaration of Covenants and Restrictions, the terms “Board of Directors” and Board of Administration” are synonymous.
ARTICLE II
MEMBERSHIP AND VOTING PROVISIONS
Section 1. Membership in the Association shall be limited to owners of the Lots and Units as defined in the Declaration of Covenants and Restrictions above described. Transfer of Lot or Unit ownership, either voluntary or by operation of law, shall terminate membership in the Association, and said member¬ship is to become vested in the transferee. If Lot or Unit owner¬ship is vested in more than one person, then all of the persons so owning said Lot or Unit shall be members eligible to hold office, attend meetings, etc., but, as hereinafter indicated, the vote of a Lot or Unit shall be cast by the “voting member”, if Lot or Unit ownership is vested in a corporation, said corporation may designate an individual officer or employee of the corporation as its “voting member”.
Section 2.
(a) Voting shall be in accordance with Article VI of the Articles of Incorporation
(b) Subject to the terms and provisions of the Declaration of Covenants and Restrictions, a majority of the members1 total votes shall decide any question, unless the Declaration, By-Laws or Articles of Incorporation of the Association provide otherwise, in which event the voting percentage required in the said Declaration, By-Laws or Articles of Incorporation shall control.
Section 3. Quorum. Unless otherwise provided in these By-Laws, the presence in person or by proxy of twenty-five (25%) percent of the members’ total votes shall constitute a quorum.
Section 4. Proxies. Votes may be cast in person or by proxy. All proxies shall be in writing and signed by the person entitled to vote (as set forth below in Section 5), and shall be filed with the Secretary not less than three (3) days prior to the meeting in which they are to be used and shall be valid only for the particular meeting designated therein. No person entitled to vote (as set forth below in Section 5) may be designated to hold more than (5) proxies. Where a Unit is owned jointly by a husband and wife, and if they have not designated one of them as the voting member, a proxy must be signed by both husband or wife where a third person is designated.
Section 5. Designation of Voting Member. If a Lot or Units is owned by one Person, his right to vote shall be established by the recorded title to the Lot or Unit. If a Lot or Unit is owned by more than one (1) person, the person entitled to cast the vote for the Lot or Unit shall be designated in a Certificate, signed by all of the recorded owners of the Lot or Unit and filed with the Secretary of the Association. If a Lot or Unit is owned by a corporation, the officer or employee thereof entitled to cast the vote of the Lot or Unit for the corporation shall be designated in a Certificate for this purpose, signed by the President or Vice-President, attested to by the Secretary of the corporation, and filed with the Secretary of the Association. The person designated in such Certificate who is entitled to cast the vote for a Lot or Unit shall be known as the “voting member”. If such a Certificate is not on file with the Secretary of the Association for a Lot or Unit owned by more than one person or by a corporation, the vote of the Lot or Unit concerned shall not be considered in determining the requirement for a quorum, or for any purpose requiring the approval of a person entitled to cast the vote for the Lot or Unit, except if said Lot or Unit is owned by a husband and wife. Such Certificates shall be valid until revoked or until superseded by a subsequent Certificate, or until a change in the ownership of the Unit concerned takes place. If a Lot or Unit is owned jointly by a husband and wife, the following three (3) provisions are applicable thereto:
(a) They may, but they shall not be required to, designate a voting member.
(b) If they do not designate a voting member, and if both are present at a meeting and are unable to concur in their decision upon any subject requiring a vote, they shall lose their right to vote on that subject at that meeting. As previously provided, the vote of a Unit is not divisible).
(c) Where they do not designate a voting member, and only one is present at a meeting, the person present may cast the Lot or Unit vote, just as though he or she owned the Lot or Unit individually and without establishing the concurrence of the absent person.
ARTICLE III
MEETING OF THE MEMBERSHIP
Section 1. Place. All meetings of the Associ¬ation and membership shall be held in Broward County, Florida, at such place and at such time as shall be designated by the Board of Directors of the Association and stated in the Notice of the meeting.
Section 2. Notices. It shall be the duly of the Secretary to mail or deliver a notice of each annual or special meeting, stating the time and place thereof to each Lot and Unit Owner of record at least fourteen (14) but not more than thirty (30) days prior to such meeting. Notice of any annual or special meeting shall state the purpose thereof and said meeting shall be confined to the matters stated in said notice. All notices shall be mailed to or served at the address of the Lot or Unit Owner as it appears on the books of the Association and posted as hereinbefore set forth.
Section 3. Annual Meeting. The annual meeting for the purpose of electing Directors and transacting any other business authorized to be transacted by the members shall be held once in each calendar year at such time and on such date in each calendar year as the Board of Directors shall determine. At the annual meeting the members shall elect by plurality vote (cumulative voting prohibited), a Board of Directors and shall transact such other business as may properly be brought before the meeting.
Section 4. Special Meeting. Special meetings of the members for any purpose or purposes, unless otherwise prescribed by Statute, may be called by the President and shall be called by the President or Secretary at the request, in writing, of a majority of the Board of Directors or at the request, in writing, of voting members representing twenty-five (25%) percent of the members’ total votes, which request shall state the purpose or purposes of the proposed meeting. Business transacted at all special meetings shall be confined to the objects stated in the Notice thereof.
Section 5. Waiver and Consent. Whenever the vote of members at a meeting is required or permitted by any ; provision of these By-Laws to be taken in connection with members may be dispensed with if not less than sixty (60%) percent of the members who would have been entitled to vote upon the action if such meeting were held, shall consent in writing to such action being taken; however, notice of such faction shall be given to all members unless all members approve such action.
Section 6. Adjourned Meeting. If any meeting of members cannot be organized because a quorum of voting members’ is not present, either in person or by proxy, the meeting may be adjourned from time to time until a quorum is present.
Section 7. Approval or Disapproval of a Lot or Unit Owner upon any matter, whether or not the subject of an Association meeting, shall be by the voting members, provi¬ded, however, that where a Lot or Unit is owned jointly by a husband and wife and they have not designated one of them as a voting member, their joint approval or disapproval shall be required where they are both present, or in the event only one is present, the person present may cast the vote without establishing the concurrence of the absent person.
ARTICLE IV
DIRECTORS
Section 1. Number, Term and Qualifications.
Subject to the terms and provisions of the Declaration of Covenants and Restrictions, the affairs of the Association shall be governed by a Board of Directors composed of not less than three (3) nor more than five (5) persons, as is determined from time to time by the members. All officers of a Corporate Unit Owner shall be deemed to be members of the Association so as to qualify as a Director herein. The term of each Director’s service shall extend until the next annual meeting of the members, and thereafter, until his successor is duly elected and qualified, or until he is removed in the manner provided in Section 3 below. All Directors shall be members of the Association provided, however, that all Director(s) that the Developer is entitled to elect or designate need not be members. Notwithstanding the provisions of these By-Laws, until such time as the Developer conveys eighty-five (8b%) percent of all the Lots on the real property described in Exhibit A Annexed to the Declaration of Covenants or eighty-five (85%) percent of all the Units to be constructed on the real property described in Exhibit A annexed to the Declaration of Covenants, exclusive of conveyances to entities related to the Developer or other developers, or sooner elects to transfer control to the members of the Association, or the 31st day of December, 1985, whichever shall first occur, the Developer shall have the sole and exclusive control over all the affairs and other matters of the Association and the Developer shall have the sole and exclusive right to elect all officers and directors of the Association during the period of such control. During the period of such control, as aforesaid, all members of the Association, other than the Developer, shall have a non-voting membership in the Association unless expressly waived by the Directors. Upon the Developer turning over control of the Association to the members as provided herein the Developer shall have the right to appoint members to the Board of Directors for as long as the Developer or an entity related to the Developer holds for sale in the ordinary course of business Lots or Units located or to be located on The real property described in Exhibit A to the Declaration of Covenants. Upon the Developer turning over control of the Association as provided above, the members and the Developer shall fix the number and elect the Board members as provided in Article III.2 of the Declaration of Covenants.
Section 2. First Board of Directors.
(a) The first Board of Directors of the Association who shall hold office and serve until the first annual meeting of members, and until their successors have been elected and qualified, shall consist of the following:
Carl Palmisciano
Gary Pollard
Adrian R. Kaufman
(b) The organizational meeting of a newly elected Board of Directors of the Association shall be held within ten (10) days of their election at such place and time as shall be fixed by the Directors at the meeting at which they were elected, and no further notice of the organizational meeting shall be necessary, provided a quorum shall be present.
Section 3. Removal of Directors.
Subject to Section 1 above, at any time after the first annual meeting of the membership, at any duly convened regular or special meeting, any one or more of the Directors may be removed, without or without cause, by the affirmative vote of the voting members, casting not less than two-thirds (2/3) of the total votes present at said meeting, and a successor may then and there be elected to fill the vacancy thus created. Should the membership fail to elect said successor, the Board of Directors may fill the vacancy in the manner provided in Section 4 below.
Section 4. Vacancies on Directorate.
If the office of any Director or Directors becomes vacant by reason of death, resignation, retirement, disqualification, removal from office or otherwise, a majority of the remaining Directors, though less than a quorum, shall choose a successor or successors who shall hold office for the balance of the unexpired term in respect to which such vacancy occurred. The election held for the purpose of filling said vacancy may be held at any regular or special meeting of the Board of Directors.
Section 5. Disqualification and Resignation of Directors.
Any Director may resign at any time by sending a written notice of such resignation to the office of the Corporation, delivered to the Secretary. Unless otherwise specified therein, such resignation shall take effect upon receipt thereof by the Secretary. Commencing with the organizational meeting of a newly elected Board of Directors following the first annual meeting of the members of the Association, more than three (3) consecutive absences from regular meetings of the Board of Directors, unless excused by resolution of the Board of Directors, shall automatically constitute a resignation effective when such resignation is accepted by the Board of Directors. Commencing with the Directors elected at such first annual meeting of the membership, the transfer of title of his Lot or Unit by a Director shall automatically constitute a resignation, effective when such resignation is accepted by the Board of Directors. No member shall continue to serve on the Board should he be more than thirty (30) days delinquent in the payment of an assessment, and said delinquency shall auto¬matically constitute a resignation, effective when such resignation is accepted by the Board of Directors. Notwith¬standing the foregoing, Directors appointed or elected by the Developer need not be Lot or Unit Owners or a member of the Association.
Section 6. Regular Meetings.
The Board of Directors may establish a schedule of regular meetings to be held at such time and place as the Board of Directors may designate. Notice of such regular meetings shall, nevertheless, be given to each Director personally or by mail, telephone or telegraph at least five (5) days prior to the day named for such meeting.
Section 7. Special Meetings.
Special meetings of the Board of Directors may be called by the President, and in his absence, by the Vice-President, or by a majority of the members of the Board of Directors, by giving five (5) days’ notice, in to all of the members of the Board of Directors of the time and place of said meeting. All notices of special meetings shall state the purpose(s) of the meeting.
Section 8. Directors’ Waiver of Notice.
Before or at any meeting of the Board of Directors, any Director may waive notice of such meeting and such waiver shall be deemed equivalent to the giving of notice. Attendance by a Director at any meeting of the Board shall be a waiver of notice by him of the time and place thereof. If all the Directors are present at any meeting of the Board, no notice shall be required and any business may be transacted at such meeting.
Section 9. Quorum.
At all meetings of the Board of Directors, a majority of the Directors shall constitute a quorum for the transaction of business, and the acts of the majority of the Directors present at such meetings at which a quorum is present shall be the acts of the Board of Directors. If, at any meeting of the Board of Directors, there be less than a quorum present, the majority of those present may adjourn the meeting from time to time. At each such adjourned meeting, any business which might have been transacted at the meeting, as originally called, may be transacted without further notice. The joinder of a Director in the action of a meeting by signing and concurring in the Minutes thereof shall constitute the presence of such Director for the purpose of determining a quorum.
Section 10. Compensation.
The Directors’ fee, if any, shall be determined by the voting members.
Section 11. Powers and Duties. The Board of Directors of the Association shall have the powers and duties necessary for the administration of the affairs of the Association and may do all such acts and things as are not by law or by the Declaration of Covenants and Restrictions, this Association’s Articles of Incorporation, or these by-laws, directed to be exercised and one by Lot Owners. These powers shall specifically include, but shall not be limited to the following:
(a) To exercise all powers specifically set forth in the Declaration of Covenants and Restrictions, this Association’s Articles of Incorporation, in these By-Laws, and all powers incidental thereto.
(b) To make assessments for the purposes set forth in the Declaration of Covenants and Restrictions (including but not limited to The hiring of personnel, taxes, maintenance, repair, upkeep, replacement and insurance for Common Properties and Water Management Tracts, where applicable), collect said assessments, and use and expend the assessments to carry out the purposes and powers of the Association which include but are not limited to maintaining, repairing, replacing, the Common Properties and Water Management Tracts; the power to assess; file liens; foreclose liens; hire personnel; and o all things permitted by the Declaration of Covenants and Restrictions.
(c) To employ, dismiss and control the personnel necessary for the maintenance and operation of the Common Properties and Water Management Tracts, including the right and power to employ attorneys, security guards, security service, accountants, lawyers, contractors, and other professionals, as the need arises.
(d) To make and amend rules and regulations as set forth in the Declaration of Covenants and Restrictions.
(e) To contract for the management of the Common Properties and to delegate to such contractor all of the powers and duties of the Association, except those which may be required by the Declaration to have approval of the Board of Directors or membership of the Association.
(f) The further improvement of the Common Prop-ties, both real and personal, subject to the provisions of the applicable Declaration of Covenants and Restrictions, this Association’s Articles of Incorporation, and these By-Laws.
(g) Designate one or more committees which, to the extent provided in the resolution designating said committee, shall have the powers of the Board of Directors in the management and affairs and business of the Association. Such committee shall consist of at least three (3) members of the Association. The committee or committees shall have such name or names as may be determined from time to time by the Board of Directors and said committee(s) shall keep regular Minutes of their proceedings and report the same to the Board of Directors, as required. The foregoing powers shall be exercised by the Board of Directors or its contractor or employees, subject only to approval by the membership when such is specifically required.
ARTICLE V
OFFICERS
Section 1. Elective Officers. The principal officers of the Association shall be a President, a Vice-President, a Secretary and a Treasurer, all of whom shall be elected by the Board of Directors. One person may not hold more than one of the aforementioned offices, except one person may be both Secretary and Treasurer. The President shall be a member of the Board of Directors.
Section 2. Election. The Officers of the Association designated in Section 1 above shall be elected annually by the Board of Directors at the organizational meeting of each new Board following the meeting of the members.
Section 3. Appointive Officers. The Board may appoint Assistant Secretaries and Assistant Treasurers and such other officers as the Board of Directors deems necessary.
Section 4. Term. The Officers of the Association shall hold office until their successors are chosen and qualify in their stead. Any officer elected or appointed by the Board of Directors may be removed at any time, with or without cause, by the Board of Directors, provided however, that no officer shall be removed except by the affirmative vote for removal by a majority of the whole Board of Directors (e.g., if the Board of Directors is composed of five persons, then three of said Directors must vote for removal). If the office of any officer becomes vacant for any reason, the vacancy shall be filled by the Board of Directors.
Section 5. The President . Pie shall be the chief executive officer of the Association; he shall preside at all meetings of the membership and of the Board of Directors. He shall have executive powers and general supervision over the affairs of the Association and other officers. He shall sign all written contracts to perform all of the duties incident to this office and which may be delegated to him from time to time by the Board of Directors.
Section 6. The Vice-President. He shall perform all of the duties of the President in his absence, and such other duties as may be required of him from time to time by the Board of Directors of the Association.
Section 7. The Secretary. He shall issue notices of all Board of Directors’ meetings and all meetings of the membership; he shall attend and keep the Minutes of same; he shall have charge of all of the Association’s books, records and papers, except those kept by the Treasurer. The Assistant Secretary shall perform the duties of the Secretary when the Secretary is absent.
Section 8. The Treasurer.
(a) He shall have custody of the Association’s funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Association, and shall deposit all monies and other valuable effects in the name of and to the credit of the Association in such depositories as may be designated from time to time by the Board of Directors. The books shall reflect an account for each Lot or Unit.
(b) He shall disburse the funds of the Association as may be ordered by the Board of Directors in accordance with these By-Laws, making proper vouchers for such disbursements, and shall render to the President and Board of Directors at the regular meetings of the Board of Directors, or whenever they may require it, an account of all of his transactions as the Treasurer and of the financial condition of the Association.
(c) He shall collect the assessments and promptly report the status of collections and of all delinquencies to the Board of Directors.
(d) He shall give status reports to potential transferees on which reports the transferees may rely.
(e) The Assistant Treasurer shall perform the duties of the Treasurer when the Treasurer is absent.
ARTICLE VI
FINANCES AND ASSESSMENTS
Section 1. Depositories. The funds of the Association shall be deposited in such banks and depositories as may be determined by the Board of Directors from time to time upon resolutions approved by the Board of Directors, and shall be withdrawn only upon checks and demands for money signed by such officer or officers of the Association as may be designated by the Board of Directors. Obligations of the Association shall be signed by at least two (2) officers of the Association.
Section 2. Fidelity Bonds. The Treasurer and all officers who are authorized to sign checks, and all officers and employees of the Association, and any contractor handling or responsible for Association funds, shall be bonded in such amount as may be determined by the Board of Directors. The premiums on such bonds shall be paid by the Association. The bond shall be in an amount sufficient to equal the monies an individual handles or has control of via a signatory or a bank account or other depository account.
Section 3. Fiscal or Calendar Year. The Association shall be on a calendar year basis beginning on the first day of the month following the date the Declaration of Covenants and Restrictions is recorded in the Public Records of Broward County, Florida. Notwithstanding the foregoing, the Board of Directors is authorized to change to a fiscal year in accordance with the provisions and regulations from time to time prescribed by the Internal Revenue Code of the United States of America at such time as the Board of Directors deems it advisable. Notwithstanding the foregoing, the Board of Directors may not change the calendar year for the Association, as hereinbefore provided, without the approval of all of the members of the Board of Directors that are elected or designated by the Developer; and when the Developer is no longer entitled to elect a member of the Board of Directors, said Board of Directors may not change from the calendar year for the Association, as hereinbefore provided, without the approval of the Developer as long as the Developer is offering Lots or Units for sale which are a part of the real property described in Exhibit A to the Declaration of Covenants and Restrictions for EAST LAKES AT PEMBROKE PINES. The setting of a fiscal year, as provided herein, shall not affect the applicable provisions of Article II, Section 3, of these By-Laws as to the requirement of one annual meeting in each calendar year, as set forth therein.
Section 4. Determination of Assets.
(a) The Board of Directors of the Association shall fix and determine from time to time the sum or sums necessary and adequate to pay for the expenses of the Association. Association expenses shall include those expenses as set forth in Article IV of the Declaration of Covenants and Restrictions, including the costs of carrying out the powers and duties of the Association, and such other expenses as are determined by the Board of Directors. The Board of Directors is specifically empowered, on behalf of the Association, to make and collect assessments and to maintain and repair areas as provided in the Declaration of Covenants and Restrictions subject to the provisions of Article VI of the Declaration. Funds for the payment of Association expenses shall be assessed against the Lot and Unit Owners on an equal basis as provided in the Declaration. Said assessments shall be payable in advance on a monthly, bimonthly or quarterly basis, as determined by the Board of Directors, and shall be due on the first day of the applicable month in advance, unless otherwise ordered by the Board of Directors. Special assessments, should such be required by the Board of Directors, shall be levied in the same manner as hereinbefore provided for regular assessments and shall be payable in the manner determined by the Board of Directors.
(b) When the Board of Directors has determined the amount of any assessment, the Treasurer of the Association shall mail or present to each Lot and Unit Owner a statement of said Lot or Unit Owner’s assessment. All assessments shall be payable to the Treasurer of the Association and, upon request, said Treasurer shall give a receipt
for each payment made to him.
(c) The Board of Directors shall adopt an operating budget for each calendar year pursuant to Section 3 of Article VI of the Declaration.
Section 5. Application of Payments and Co-Mingling of Funds. All sums collected by the Association from assessments may be co-mingled in a single fund or divided into more than one fund as determined by the Board of Directors of the Association. All assessment payments by a Lot or Unit Owner shall be applied as to interest, delinquencies, costs and attorneys’ fees, other charges, expenses and advances, as provided herein and in the Declaration of Covenants and Restrictions, and general or special assessments, in such manner and amounts as the Board of Directors determines in its sole discretion.
Section 6. Application of Assessment Installments Upon Default. If a Lot or Unit Owner shall be in default in the payment of an installment upon any assessment, the Board of Directors may accelerate the remaining monthly installments for the calendar year upon notice thereof to the Lot or Unit Owner and, thereupon, the unpaid balance of the assessment shall become due upon the date stated in the notice, but not less than fifteen (15) days after delivery of or -the mailing of such notice to the Lot or Unit Owner.
Section 7. An audit of the accounts of the Association shall be made annually commencing with the calendar year after the year in which the first annual meeting takes place, as provided for in Article III, Section 3, of these By-Laws. Said audit shall be prepared by such accountant as the Board of Directors determines and a copy of said report shall be available to the members of the Association in the office of said Association and with the Treasurer of the Association. Such report shall be available not later than four (4) months after the end of the year for which the report is made. Until such time as the Developer conveys eighty-five (85%) percent of all the Lots on the real property described in Exhibit A annexed to the Declaration of Covenants or eighty-five (8 5%)percent of all the Units to be constructed on the real property described in Exhibit A annexed to the Declaration of Covenants, exclusive of conveyances to entities related to the Developer or other developers, or sooner elects to transfer control to the Association, or the 31st day of December, 1985, whichever shall first occur, the Board of Directors is only required to render a statement for each calendar year, and said**statement shall be made available to the members of the Association and during this time, the Board of Directors shall cause a continual internal audit of accounts of the Association to be performed; however, no independent or external audit by an accountant or other parties is required during said time. However, the Board of Directors, in its sole discretion, may cause an audit of the accounts of the Association to be made by an accountant during the period wherein same is not required, as herein provided.
Section 8. Financial Responsibility
(a) PETTY CASH will be limited to a maximum of $50. This fund is to be available for minor, incidental expenses for which issuing checks would be unconventional or inconvenient. When the petty cash fund decreases to half or less of the maximum S50, a check may be issued and cashed to bring the fund back up to another $50.
(b) NO CASH PAYMENTS ACCEPTED BY THE OFFICE. When money is owed to the association office, such as the $1.00 fee for a rest room key, the $20.00 refundable deposit for a tennis court key, or any other such costs, the office secretary will enter this data in the computer and the homeowner shall add this amount to the next due maintenance fee, paid by check. All maintenance fees to be paid by check or money order.
(c) ALL DUE BILLS TO BE PAID BY CHECK, payable to the trade name of the supplier. The association has credit cards and accounts for all necessary outlay, and all receipts must be signed/authorized by the responsible person.
(d) NO CHECKS SHALL BE MADE OUT TO CASH for the purpose of paying a bill or reimbursing a paid receipt or providing funds to any “reserve” account. Except for petty cash, defined above, checks may only be made out to a specific payee for a specific, accountable amount.
ARTICLE VII
COMPLIANCE AND DEFAULT
Section 1. Violations. In the event of a violation (other than the non-payment of an assessment) by a Lot or Unit Owner of any of the provisions of the Declaration of Covenants and Restrictions or these By-Laws, the Association, by direction of its Board of Directors, may notify the Lot or Unit Owner by written notice of said breach, transmitted by mail, and if such violation shall continue for a period of thirty (30) days from the date of the notice, the Association, through its Board of Directors, shall have the right to treat such violation as an intentional and inexcusable and material breach of the Declaration or of the by-Laws, and the Association may then, at its option, have the following elections:
(a) An action at law to recover for its damage on behalf of the Association or on behalf of the other Lot or Unit Owners;
(b) An action in equity to enforce performance on the part of the Lot or Unit Owner; or
(c) An action in equity for such equitable relief as may be necessary under the circumstances, including injunctive relief.
Upon finding by the Court that the violation complained of is willful and deliberate, the Lot or Unit Owner so violating shall reimburse the Association for reasonable attorneys’ fees incurred by it in bringing such action. Failure on the part of the Association to maintain such action at law or in equity within thirty (30) days from date of a written request, signed by a Lot or Unit Owner, sent to the Board of Directors, shall authorize any Lot or Unit Owner to bring an action in equity or suit at law on account of the violation. Any violations which are deemed by the Board of Directors to be a hazard to public health may be corrected immediately as an emergency matter by the Association, and the cost thereof shall be charged to the Lot or Unit Owner as a specific item which shall be a lien against said lot or Unit with the same force and effect as if the charge were a part of the Association Expenses.
Section 2. Negligence or Carelessness of Lot Owner or Unit Owner, etc. All Lot and Unit Owners shall be liable for the expense of any maintenance, repair or replacement rendered necessary by his act, neglect or carelessness, or by that of any member of his family, or his or their guests, employees, agents or lessees, but only to the extent that such expense is not met by the proceeds of insurance carried by the Association. Such liability shall include any increase in insurance rates occasioned by use, misuse, occupancy or abandonment of any Lot or Unit or its appurtenances. Nothing herein contained, however, shall be constructed so as to modify any waiver by insurance company of rights of subrogation. The expense for any maintenance, repair or replacement required, as provided in this Section, shall be charged to said Lot or Unit Owner as a specific item, which shall be a lien against said Lot or Unit with the same force and effect as if the charge were a part of the Association Expenses.
Section 3. Costs and Attorneys’ Fees. In any proceeding arising because of an alleged default by a Lot or Unit Owner, the prevailing party shall be entitled to recover the costs of the proceeding and such reasonable attorneys’ fees, including costs and reasonable attorneys’ fees on appear, as may be determined by the Court.
Section 4. No Waiver of Rights The failure of the Association or of a Lot or Unit Owner to enforce any right, provision, covenant or condition which may be granted by the Declaration of Covenants and Restrictions or these By-Laws shall not constitute a waiver of the right of the Association or Lot or Unit Owner to enforce such right, provision, covenant or condition of the future.
Section 5. Election of Remedies. All rights, remedies and privileges granted to the Association or Lot or Unit Owner, pursuant to any terms, provisions, covenants or conditions of the Declaration of Covenants and Restrictions documents, shall be deemed to be cumulative and the exercise of any one or more shall not be deemed to constitute an election of remedies, nor shall it preclude the party thus exercising the same from exercising such other and additional rights, remedies or privileges as may be granted to such other party by the Declaration of Covenants and Restrictions or these By-Laws, or at law or in equity.
ARTICLE VIII
ACQUISITION OF UNITS OR LOTS
Section 1. Acquisition on Foreclosure. At any foreclosure sale of a Lot or Unit. The Board of Directors may, with the authorization and approval by the affirmative vote of voting members casting not less than sixty (60%) percent of the total votes of the members present at any regular or special meeting of the members wherein said matter, is voted upon, acquire, in the name of the Association, or its designee, a Lot and/or Unit being foreclosed. The term “foreclosure”, as used in this Section, shall mean and include any foreclosure of any lien, excluding the Association’s lien for assessments. The power of the Board of Directors to acquire a Lot or Unit at any foreclosure sale shall never be interpreted as any requirement or obligation on the part of the said Board of Directors or of the Association to do so at any foreclosure sale, the provisions hereof being permissive in nature and for the purpose of setting forth the power in the Board of Directors to do so should the requisite approval of the voting members be obtained. The Board of Directors shall not be required to obtain the approval of Lot or Unit Owners at the foreclosure sale of a Lot or Unit, due to the foreclosure of the Association’s lien for assessments under the provisions of Section 6 of Article VI of the Declaration of Covenants and Restrictions, notwithstanding the sum the Board of Directors determines to bid at such foreclosure sale.
ARTICLE IX
AMENDMENTS TO THE BY-LAWS
The By-Laws may be altered, amended or added to at any duly called meeting of the membership, provided:
(a) Notice of the meeting shall contain a statement of the proposed Amendment; and
(b) The Amendment shall be approved by the affirmative vote of 35% of the voting members of the Association, provided such affirmative votes constitute a majority of the total votes cast by the voting members of the Association voting on such Amendment; and
(c) Said Amendment shall be recorded and certified, as required by the Declaration of Covenants and Restrictions. Notwithstanding anything above to the contrary, these By-Laws may not be amended without a prior written resolution requesting the said Amendment from the Board of Directors; and
(d) Notwithstanding the foregoing, all the terms and provisions of this Article IX shall be subject to Section 2 of Article III of the Declaration of Covenants and Restrictions, which shall be deemed paramount to the provisions of this Article of the By-Laws. No amendment of these By-Laws shall change the rights and privileges of the Developer without the Developer’s written approval.
ARTICLE X
NOTICES.
Whatever notices are required to be sent hereunder shall be delivered or sent in accordance with the applicable provisions for notices, as set forth in the Declaration of Covenants and Restrictions.
The Association shall indemnify every Director and every Officer, his heirs, executors and administrators, against all loss, cost and expense reasonably incurred by him in connection with any action, suit or proceeding to which he may be made a party by reason of his being or having been a Director or Officer of the Association, including reasonable counsel fees and costs and reasonable counsel fees on appear, to be approved by the Association, except as to matters wherein he shall be finally adjudged in such action, suit or proceeding, to be liable for or guilty of gross negligence or willful misconduct. The foregoing rights shall be in addition to and not exclusive of all other rights to which such Director or Officer may be entitled.
ARTICLE XII
LIABILITY SURVIVES TERMINATION OF MEMBERSHIP
The termination of membership in the Association shall not relieve or release any such former owner or member from any liability or obligations incurred under or in any way connected with the Association during the period of such ownership of a Lot or Unit, and membership in the Association or impair any rights or remedies which the Association may have against such former owner and member arising out of or in any way connected with such ownership and membership, and the covenants and obligations incident thereto.
ARTICLE XIII
LIMITATION OF LIABILITY
Notwithstanding the duty of the Association to maintain and repair areas as provided in the Declaration of Covenants and Restrictions, the Association shall not be liable for injury or damage caused by a latent condition in the property, nor for injury or damage caused by the elements or by other owners or person.
ARTICLE XIV
PARLIAMENTARY RULES
Roberts’ Rules of Order (latest edition) shall govern the conduct of the Association’s meeting when not in conflict with the Declaration of Covenants and Restrictions, or these By-Laws.
ARTICLE XV
PARAMOUNT RIGHTS OF DEVELOPER
All of the applicable terms and provisions of all of the Articles and the Sections thereunder of these By-Laws shall be subject to Section 18 of Article 11-A, Section 2 of Article III, Article Vii, and Sections 1 and 4 of Article Viii of the Declaration of Covenants and Restrictions as to the rights and powers of the Developer, which rights and powers shall be deemed paramount to the applicable provisions of the Articles and Sections thereunder of these By-Laws.
ARTICLE XVI
LIENS
Section 1. Protection of Property. All liens against a Lot or Unit, other than for permitted mortgages, taxes or special assessments, shall be satisfied or otherwise removed within thirty (30) days of the date the lien attaches. All taxes and special assessments upon a Lot or Unit shall be paid before becoming delinquent, as provided in the Declaration of Covenants and Restrictions and By-Laws or by law, whichever is sooner.
Section 2. Notice of Lien. A Lot or Unit Owner shall give notice to the Association of every lien upon his Lot or Unit, other than for permitted mortgages, taxes and special assessments, within five (5) days after the attaching of the lien.
Section 3. Notice of Suit. Lot and Unit Owners shall give notice to the Association of every suit or other proceeding which will or may affect title to his Lot or any part of the property or Unit; such notice to be given within five (5) days after the Lot or Unit Owner receives notice thereof.
Section 4. Failure to comply with this Article concerning liens will not affect the validity of any judicial sale.
Section 5. First Mortgage Register. The Association may maintain a register of all first mortgages, and at the request of a first mortgagee, the Association shall forward copies of all notices for unpaid assessments or violations served upon a Lot or Unit Owner to said first mortgagee. If a register is maintained, the Board of Directors of the Association may make such charge as it, deems appropriate against the applicable Lot or Unit for supplying the information provided herein.
ARTICLE XVII
RULES AND REGULATIONS
Section 1. The Board of Directors may from time to time adopt or amend previously adopted administrative Rules and Regulations as set forth in the Declaration of Covenants and Restrictions. A copy of the Rules and Regulations , adopted from time to time, as herein provided, shall fro©, time to time be posted in a conspicuous place and/or copies of same shall be furnished each Lot and Unit Owner.
Section 2. As to Lots and Units. The Board of Directors may from time to time adopt or amend previously adopted Rules and Regulations governing and restricting the use and maintenance of the Lots and Units, provided, however, that copies of such Rules and Regulations, prior to the time same become effective, shall be furnished to each Lot and Unit Owner.
Section 3. Conflict. In the event of any conflict between the Rules and Regulations adopted, or from time to time amended, and the Declaration of Covenants and Restrictions, the latter shall prevail. If any unreconciled conflict should exist or hereafter arise with respect to the interpretation of these By-Laws as between these By-Laws and the Declaration of Covenants and Restrictions, the provisions of said Declaration shall prevail.