GFN 20190415813
OR BK 31020 PG 323
RECORDED 11/12/2019 14:31:59
Palm Beach County, Florida
AMT
Sha ron R BOCh
CLERK & COMPTROLLER Pgs 0323 0346; {24 9+)
This instrument was prepared by: Mark D. Friedman, Esq.
Becker & Poliakoff, P.A.
625 North Flagler Drive —7^ Floor West Palm Beach, FL 33401
CERTIFICATE OF AMENDMENT TO THE AMENDED AND RESTATED BY-LAWS FOR
CANTERBURY C CONDOMINIUM ASSOCIATION, INC.
 |
WHEREAS, the Declaration of Condominium for Canterbury C Condominium has Deen duly recorded in the Public Records of Palm Beach County, Florida, in Official Record Book 2120 at Page 1581; and
WHEREAS, the Amended and Restated By-Laws for Canterbury C Condominium Association, Inc. were duly recorded in the Public Records of Palm Beach County, Florida, in Official Record Book 27886 at Page 598; and
WHEREAS, at a duly called and noticed meeting of the membership of Canterbury C Condominium Association, Inc., a Florida not-for rofit corporation, held September 18, 2019, the aforementioned Amended and Restated By-Laws were amended pursuant to the provisions of said Amended and Restated By-Laws.
NOW, THEREFORE, the undersigned hereby certify that the following amendments to the Amended and Restated By-Laws are a true and correct copy of the amendments as amended by the membership.
SEE ATTACHED
ACTS\/E: 12862178 I
BOOK 3J 020 PAGE 324
2 OF 24
WITNESS my signature hereto this ”day of.II'ñ@ “- ,2019, at West Palm Beach, Palm Beach County, Florida.
CANTERBURY C CONDOMINIUM ASSOCIATION, INC.
 |
 |
||
Attest
(PPJNT NAME)
 |
STATE OF FLORIDA COUNTY OF PALM BEACH :
ACTIVE: 12862124 1
›/ñ/ * - z (Print Name) Notary Public, State of Florida at Large
Page 2 of 2
 |
BOOK 31 020 PAGE 325
3 OF 24
AMENDMENTS TO THE AMENDED AND RESTATED BY-LAWS
OF
CANTERBURY C CONDOMINIUM ASSOCIATION, INC.
(Additions shown by “underlining”, deletions shown by “ ')
ARTICLE 1 GENERAL
1.1 The Name. The name of the Corporation shall be CANTERBURY C CONDOMINIUM ASSOCIATION, INC., hereinafter referred to as the ’Association."
1.2 Principal Office. The principal office of the Corporation shall be at the Condominium Property, or at such other place as may be subsequently designated by the Board of Directors from time to time.
1.3 Identity. In addition to these By-Laws being the By-Laws of the Association, these By-laws are established pursuant to the Florida Condominium Act, Chapter 718, Florida Statutes (‘Act ), as amended from time to time, for the purpose of administering, operating and managing Canterbury C Condominium (the "Condominium").
1.4 Definition. As used herein, the term “Corporation” shall be the equivalent of “Association,” and all other words as used herein, unless otherwise defined in these By- Law's, shall have the same definitions as attributed to them in the Declaration of Condominium of Canterbury C Condominium (‘Declaration"). Any term s not defined in the Declaration shall have those definitions established by the Condominium Act
ARTICLE 2
MEMBERSHIP AND VOTING PROVISIONS
2.1 Membership. UnTess otherwise provided in the Declaration and accept for trusts established for estate planning purposes, ownership of Units and membership is limited to natural persons. Entities, including, but not limited to, corporations, limited liability companies and partnerships may not own Units at the Condominium. The foregOi* 9 limitation on corporate ownership shall not apply to Units owned by the Association or to mortgagees acquiring title to Units through foreclosure or deed in lieu of foreclosure. Membership in this Association shall be limited to record owners of Units in the Condomin!um. Transfer of Unit ownership, either voluntarily or by operation of law, shall automatically terminate membersh ép, and the transferee sha!I automatically become a Member of this Association. If Unit ownership is vested in more than one person, all of
B1
ACTIVE: 11 994037
2
 |
 |
the persons owning a Unit shall be authorized to attend meetings. If Unit ownership is vested in a trust or, to the extent permitted by the Declaration, any other entity, the entity may designate a representative or an individual officer or employee to exercise its rights as a Member.
2.2 Voting. On all matters upon which the membership shall be entitled to vote, the vote for each Unit shall be as specified in the Declaration and the Articles of Incorporation. Said votes shall be exercised or cast in the manner provided by the Declaration and these By-laws. Any person or permitted entity owning more than one (1) Unit shail be entitled to the cumulative total of votes allocated to Units owned. The vote of a Unit shall not be divisible. Unless otherwise set forth in the Declaration of Condominium, the Articles of Incorporation, hérein, the Long-Term Lease, or in the Act, in which event the voting percentaqe required in said Declaration of Condominium, Articles of Incorporation the Bv-Laws the Act, or the Long-Term Lease, shall control matters shall be voted on by the membership of the Association and shall be determined by a vote of a majority of the voting interests ("Voting Interests”) present and voting, in person or by proxy, at any meeting at which a quorum is established, or by written consent !n lieu of a meeting. If there is more tnan one (1) Unit Owner and the Owners cannot come to a consensus on how a vote should be cast, the Unit shall be counted for purposes of establishing a quorum, but the vote for that Unit shall not be counted *or any other purpose.
2.3 Quorum. Unless otherwise provided in these By-laws, the presence in person or by proxy of a majority of the Voting Interests of the Association snall constitute a quorum. A quorum is not required for elections pursuant to Section 4.2 hereof.
2.4 Voting Procedure. Votes may bo cast in person, by written agreement or by proxy. All proxies shall be in writing, signed by the person entitled to vote, shall be filed with the Secretary of the Association prior to or at the meeting at which they are to be used, or prior to or at any lawful adjournment thereof, and shall be effective only for the specific meeting for which originally piven and any lawful adjournment thereof. In no event shall any proxy be valid for a period lonper than ninety (90) days after the date of the first meeting for which it was piven. Every proxy shall be revocable at any time at the pleasure of the Unit Owner executing it
2.5 Designation of Voting Member. If a Unit is owned by one person, or a married couple, their right to vote shall be established by lhe record title to the Unit and any one of them may cast the vote for the Unit. If a Unit is owned by more than one person (except for husband and wife), the person entitled to cast the vote for the Unit shall be designated in a Gertificate, signed by all of the record owners o* the Unit to be filed with the Secretary of the Association. If a Unit is owned by a trust or, to the extent permitted by the Declaration, another entity. it shall designate the representative, officer, employee or agent entitled to cast the Unit s vote by executing a certificate to be filed with the Secretary of the Association, signed by its authorized reDresentative. The person designated in any such certificate shall be known as the Voting Member. If such celificate is not on file with the Secretary of the Association. the vote of the Unit shall not be counted in determining the presence of a quorum, or for any purpose requiring the approval of the person entitled
B2
ACTIVE 11 994 037 2
 |
 |
to cast the vote for the Unit. Such certificate shall be valid until revoked or superseded by a subsequent certificate, or until a change occurs in the ownership of the Unit. If husband and wife are unable to concur in their decision upon any subject requiring a vote, their votes shall not be counted at the meeting. If only the husband or wife is present at the meeting, he or she shall be able to cast the vote for the Unit without the concurrence of the absent spouse.
ARTICLE 3 MEMBERSHIP MEETINGS
3.1 Place and Time. All meetings of Members shall be held at the principal office of the Association or at such other place within Palm Beach County, Florida, and at such time as shall be designated by the Board and stated in the notice of meeting.
3.2 Notices It shall be the duty of the Secretary to send by regular mail, hand delivery or electronic transmission a notice of each annual or special meeting to each Unit Owner and to post a copy of said notice in a conspicuous place on the property at least fourteen (14) continuous days but not m ore than sixty (60) days prior to such meeting. The Board may adopt a rule to provide that, in lieu of posting notice of a members' meeting on the Condominium Property, the notice and agenda may be conspicuously posted and repeatedly broadcast on a closed-circuit cable television system serving the Association in the manner required by the Act. Notice of any meeting shall list the time, place and purpose thereof and shall incorporate an &entification of agenda item s. All notices shall be mailed, hand delivered or sent by electronic transmission to the address last furnished to the Association by the Unit Owner as it appears on the books of the Association to each Unit Owner. Proof of posting, delivery or mailing of the notice (if required) shall be given by the affidavit of the person serving the notice, or a United States Postal Service Gertificate of mailing, shall be included in the official records of the Association affirming that the notice was mailed or hand delivered in accordance with Florida law. Notice of specific meetings may be waived in writing before or after the meeting. E!ectronic transrn ission may only be used to send notices to those Owners who specifically consent, in writing, to receiving notice \n that manner.
3.3 Annual Meetinq. The annual meeting for the purpose of electing directors and transacting any other authorized business shall be held during the month of January or February at such date and time as shall be selected by the Board of Directors. At the annual meeting, the Members shall elect a Board by plurality vote (cumulative voting prohibited), and shall transact such other business as may be properly brought before the meeting.
3.4 Special Meetinq. Special meetings of the Members for any purpose, unless otherwise prescribed by statute, may be called by the President, or shall be called by the Pre5ident or Secretary at the request. in writing, of a m ajority of the Board of Directors or at the request, in writing, of Members representing one-fourth (1/4) of the total voting interests in the Association. Such requests shall state the purpose of the proposed
B3
ACIVE: 1499d037 2
meeting. Business transacted at all special meetings shall be confined to the subjects stated in the notice of meeting.
3.5 Action by Members Without a Meeting. Notwithstanding anything herein to the contrary, any action required or permitted to be taken at any annual or special meeting of Members may be taken by written agreement without a meeting, signed by the Members (or persons authorized to cast the vote of any such Members as elsewhere herein sgt forth), so long as at least a quorum of the members participates and so long as at least a quorum of the members participates and so long as the number of votes required to authorize or approve such action is obtained. Voting by written agreement shall be done in accordance with the provisions of the applicable Statute, as same may be amended from time to time.
3.6 Adi urned Meeting. If any meeting of Members cannot be organized because a quorum is not present, either in person or by proxy the meeting shall be adjourned from time to time until a quorum is present. !f any agenda item at a meeting of the members cannot be approved because approval of more than a quorum of the members is required but such required percentage is not present or is not achieved, the meeting may be adjourned from time to time until the requisite vote is achieved.
3.7 Order of Business. The order of business at annual Members’ meetings and as far as practical at other Members m eetings, shall be:
A Calling to order by President or C airman;
B Appointment of chairman of the meeting by the President or, in his absence, by a majority of the Board of Directors. The chairman may be the attorney for the Association or a representative of the Association s management company who will conduct the meeting without vote;
C Appointment of inspectors of election;
D Election of directors;
E Calling of the roll and certifying of proxies;
Proof
of notice of the meeting
or waiver of notice;
G Reading and disposal of any unaoproved minutes;
H. Reports of oPicers;
Reports
of committees;
J. Unfinished business;
B^
ACTIVE ' 99403 7
2
 |
K. New business;
L. Adjournment.
3.8 The Lessor under the Lonq Term Lease shall be entitled to Notice of all Association meetincls, and shall be entitled to attend the Association's meetinqs and it may designate such person as it desires to attend such meetings on its behalf.
ARTICLE 4
DIRECTORS
4.1 Membership. The affairs of the Association shall be managed by a Board consisting of five (5) Board members. All directors shall be Members of the Association.
4.2 Election of Directors. Election of directors shall be conducted in the following manner:
A. Election of directors shall be held at the annual Members meeting.
B. The Board of Directors shal! be elected by written ballot or voting machine. Proxies shall not be used in the election of the Board of Directors, either in general elections or elections to fill vacancies, except far vacancies caused by the recall of a majority of the Board. No Unit Owner shall permit any other person to vote his or her ballot and any such ballots improperly cast shall be deemed invalid. Elections shall be decided by a plurality of those ballots cast. Cumulative voting is prohibited. There shall be no quorum requirement; provided, however, at least twenty percent (20%) of the eligible votes must cast a ballot in order to have a valid election.
C. Written notice o\ the scheduled election shal! be mailed, hand delivered or electronically transmitted to each Member at his last Known address as it appears on the books of the Association. The first notice of the date of the election shall be mailed, hand delivered or electronically transm/tted to each Member not less than sixty.
(60) days before the scheduled election. The first notice must contain the name and correct m ailing address of the Association.
D. Any Unit Owner or other eligible person desiring to be a candidate for the Board shall give written notice to the Association not less than forty (40) days before the scheduled election. Written notice shall be effective when received by the Association.
E. Upon the timely request of the candidate as set forth in this subparagraph, the Association shall include, with the second notice of election described in Paragraph F below, a copy of an information sheet which may describe the candidate's background, education and qualifications as well as any other factors deemed relevant by the candidate. The information sheet shall not exceed one side of a sheet which shall be
 |
ACTIVE: 1199403 7_2
no larger than eight and one-half (8-1/2) by eleven (11) inches. Any candidate desiring the Association to mail or personally deliver copies of an information sheet to the eligible voters must furnish the information sheet to the Association not less than thirty-five (35) days before the election. The Association is not liable for the contents of the information sheets prepared by the candidates. The Association shall not edit, alter or otherwise modify the content of the information sheet. The origina! copy provided by the candidate shall become part of the official records of the Association.
F. Not less than fourteen (1d) days before the scheduled election. the Association shall m ail, deliver or electronically transmit to the eligible voters at the adaresses listed in the official records of the Association a second notice of the election, together with a ballot and any information sheets timely submitted by the candidates. Each Unit shall receive one (1) ballot. The second notice and accompanying documents shall not contain any communication by the Board which endorses. disapproves or otherwise comments on any candidate. Accompanying the ballot shall be an outer envelope addressed to the person or entity authorized to receive the ballots and a smaller inner envelope in which the ballot shall be placed. The exterior of the outer envelope shall indicate the name of the voter and the Unit or Unit numbers being voted and shall contain a signature space for the voter. Once the ballot is completed, the voter shall place the completed ballot in the inner smaller envelope and seal that envelope. The inner envelope shall then be placed within the larger outer envelope and the outer envelope shall then be sealed. Each inner envelope shall contain only one ballot, but if a person owns more than one Unit and is, therefore, entitled to cast more than one ballot, the separate inner envelopes required may be enclosed ithin a single outer envelope. The voter shall sign the exterior of the outer envelope in the space provided for his or her signature. The outer envelope shall either be mailed or hand delivered to the Association. Upon receipt by the Association, no ballot may be rescinded or changed.
G. The written ballot shall indicate in alphabetical order by surname, each and every Unit Owner or other eligible person who desires to be a candidate for the Board and who gave written notice to the Association not less than forty (40) days before a scheduled election, unless such person has, prior to the mailing of the ballot, withdrawn his candidacy in writing. No ballot shall indicate which candidates are incumbents on the Board. No write-in candidates shall be permitted. No ballot shall contain a section providing for the signature of a voter. Envelopes containing ballots received by the Association shall be retained and collected by the Association and shall not be opened except in the manner hereinafter provided and in accordance with the Florida Condominium Act.
H. Any envelopes containing ballots not prevalidated as provided in subsection 4.2(I) below shall be collected by the Association and shall be transported to the location of the election. An impartial committee of persons appointed by the Board shall validate and process the ballots. The Association shall have available additional blank ballots at the meeting for distribution to the eligible voters who have not cast their votes. Each ballot distributed at the meeting shall be placed in an inner and outer envelope as provided in subsection 4.2(F) hereof At the meeting, as the first order of
B6
A CTI VE 99403 7 2
9 OF 24
business, ballots not yet cast shall be collected. Next, the signatures and Residential Unit identifications on the outer envelopes shall be checked against the list of qualified voters, unless previously verified as set forth in subsection 4.2(I) below. Any exterior envelope not signed by the eligible voter shall be marked “disregarded” and any ballots contained therein shall not be counted. The voters shall be checked off on the list as having voted. Then, in the presence of any Unit Owners in attendance and regardless of whether a quorum is present, ali inner envelopes shall be first removed from the outer envelopes and shall be ,placed in a receptacle. Upon the commencement of the opening of the outer envelopes, the polls shall be closed, and no more ballots shall be accepted. Inner envelopes shall then be opened and the ballots shall be removed and counted in the presence of any Unit Owners. Any inner envelopes containing more than one ballot shall be marked “dis egarded” and any ballots contained therein shall not be counted. API envelopes and ballots, whether disregarded or not shall be retained as pad of the official records of the Association for such time period as may be required by the Act. Board members whose terms expire and who are not reelected shall relinquish their Board positions, and those positions shall be assumed by the duly elected Board members.
I. The Association may verify outer envelope information in advance of the meeting by following the procedure set forth in Section 718.112(2)(d)(3). Florida Statutes, and Section 61B-23.0021 (10) Florida Administrative Code, as either may be amended from time to time.
J. The Board shall not create or appoint any committee for the purpose of nominating a candidate or candidates for election to the Board. However, the Board may create or appoint a search committee which shall not have the authority to nominate any candidate, but may encourage eligible and qualified persons to become candidates for the Board.
K The provisions of Paragraphs (B) through tJ) of this Section 4.2, are in accordance with Section 718.112(2)(d)(3), Florida Statutes, and Section 61B-23.0021, Florida Administrative Code. In the event such Statute or Code is repealed. the Board shall determine the procedure for elections of directors. In the event said Statute or Code is amended, these By-laws shall be deemed automatically amended to comply with any such changes.
L. Notwithstanding anything contained herein to the contrary, an eiect!on is not necessary unless there are more eligible candidates than vacancies. In such case, not later than the date of the scheduled election, the Association shall call and hold a meeting of the membership to announce the names of the new Board members, or shall notify the Unit Owners that one or more Board member positions remain unfilled, as appropriate under the circumstances. In the alternative the announcement may be made at the annual meeting.
M. If the office o* any director becomes vacant by reason of death, resignation, retirement. disqualification or otherwise, a majority of the remaining directors, though less than a quorum, shall choose a successor who shall hold office *or the balance
B7
ACT IVE 1199403 7 2
10 OF 24
of the unexpired term of office. The election held for the purpose of filling said vacancy mav be held at any regular or special meeting of the Board.
4.3 Organizational Meeting. The organizational meeting of a newly elected Board shall be held after their selection 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. Notice of such organizational meeting; which notice specifically incorporates an identification of agenda items, shall be posted conspicuously on the Condominium property at least 48 continuous hours preceding the meeting, except in an emergency.
 |
4.5 Regular Meetings Regular meetings of the Board may be held at such time and place as shall be determined from time to time, by a majority of the directors Notice of regular meetings shall be given to each director personally or by mail, telephone, facsimile, or electronic mail, and shall be transmitted at least forty-eight (48) hours prior to the meeting. Regular meetings of the Board and only those committee meetings which committees have the authority to take final action on behalf of the Board or make recommendations to the Board regarding the Association budget, shall be open to all Unit Owners, and notice of such meetings shall be posted conspicuously at the Condominium foxy-eight (48) continuous hours preceding the meeting for the attention of the Members of the Association except in the event of ari emergency. However, written notice of any meeting at which non-emergency special assessments, or at which amendments to rules regarding Unit use will be proposed, discussed or approved, shall be mailed, hand delivered or eIectonica|y Vansmited to the Unit Owners and posed conspicuously on the Condominium property not less than fourteen (14) days prior to the meeting. Evidence of compliance with this fourteen (14) day notice requirement shall be
made by an affidavit executed by the person providing the notice and filed among the official records of the Association. The Board may adopt a rule to provide that, in lieu of posting notice of a regular Board meeting on the Condominium Property, the notice and
B8
ACTIVE: 1199'4 037 2
agenda may be conspicuously posted and repeatedly broadCast on a closed-circuit cable television system serving the Association in the manner required by the Act. Notice of any meeting where assessments against Unit Owners are to be considered for any reason shall contain a statement that assessments will be considered and the nature of any such assessments. The right of a Member to attend regular Board meetings includes the right to*speak at such meetings with reference to all designated agenda items. A Member does not have the right to speak with reference to item s not specifically designated on the agenda, but the Board, in its discretion, may permit a Member to speak on such items. The Board may adopt reasonable rules governing the frequency, duration, and manner of Unit Owner statements. Any Member may tape record or videotape meetings of the Board, committee or Members; provides, however, that the equipment utilized does not produce distracting sound or light emissions and subject to any rules which may be adopted by the Board regarding placement, assemblage of audio and video equipment, prior notice to record the meeting, and distraction resulting from moving about during recording of the meeting.
4.6 Special Meetinqs. Specia! meetings of the directors may be called by the President or, in his absence, by the Vice President, and must be called by the President or Secretary at the WFitten request of three (3) oT the directors Notice of the meeting shall be given personally or by mail, telephone, facsimile, or electronic mail, which notice shall state the time, olace and purpose of the meeting, and shall be transmitted not less than forty- eight (48) hours prior to the meeting. Special meetings of the Board shall be open to all Unit Owners, and notice of a special meeting shall be posted conspicuously at each Gondominium forty-eight (48) continuous hours in “advance for the attention of the Members of the Association except in the event of an emergency. However, written notice of any special meeting at which non-emergency special assessments, or at which amendments to rules regarding Unit use will be proposed, discussed or approved. shall be mailed, hand delivered or electronically transmitted to the Unit Owners and posted conspicuously on the Condominium property not less than fourteen (14) days prior to the mecting. Evidence of compliance with this fourteen (14) day notice requirement shall be made by an affidavit executed by the person providing the notice and filed among the official records of the Association. The Board may adopt a rule to provide that, !n lieu of posting notice of a special Board meeting on the Condominium Property, the notice and agenda may be consDicuously posted and repeatedly broadcast on a closed-circuit cable television system serving the Association in the manner required by the Act. Notice of any meeting where assessments against Unit Owners are to be considered for any reason shall specifically contain a statement thai assessments will be considered and the nature of any such assessments. The right of a Member to attend special Board meetings includes the right to speak at such meetings with reference to all designated agenda items The provisions set forth in Section 4.5 hereof with respect to speaking at meetings and recording of meetings shall also apply to special meetings.
4.7 Waiver of Notice. Any director may waive notice of a meeting before or after the meeting and that waiver shall be deemed equivalent to the giving 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
B9
ACTIVE 11 99'1037 2
2 OF 24
beginning of the meeting to the transaction o+ business because the meeting is not lawfully called.
4.B Quorum and Votinct. A quorum at directors meetings shall consist of a majority of the entire Board. The acts approved by a majority of those present at a meeting at which a quorum is present shall constitute the acts of the Board, except when approval by a greater number of directors is required by the Declaration, the Articles, or these By-laws the votinq percentaqe required in the Declaration, the Articles, or these By- Laws or the Lonq-Term Lease shall control. Directors may not vote by proxy or secret ballot at Board meetings, except, if allowed by statute, *or election of officers. A vote or abstention for each director present shall be recorded in the minutes. A director of the Association who is present at a meeting of its board at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless he or she votes against suCh action or abstains from voting. A director of the association who abstains from voting on any action taken on any corporate matter shall be presumed to have taKen no position with regard to the action. Directors may meet by telephone conference and those attending by telephone conference may be counted toward a quorum and may vote by telephone. provided the telephone conference is conducted on a speaker so that the conversation of those Board members attending by telephone may be heard by the Board and any other person attending the meeting.
4 9 Adtourned Meetings. If, at any meet\np of the Board, there be less than a quorum present, the majority of those present may adjourn the meeting from time to time until a quorum is present. At any adjourned meetingeny business that might have been transacted at the meeting as originally called may be transacted without further notice.
4.10 Presiding Officer. The presiding officer of the directors meetings shall be the President, his or her designee or, in the absence of the President, the Vice-President or his or her designee. In the absence of the President or Vice-President, the directors present shall designate one of their number to preside or designate the attorney of the Association or a representative of the Association s management company to act as chairman
4.11 Order of Business The order of business at directors meetings shall, to the extent practical, be:
A CaWng ofroll:
B. Proof of due notice of meeting;
C. Reading and disposal of any unapproved minutes
D. Reports of officers and committees;
E. Unfinished business;
ACTIVE: 11994037 2
B10
F. New business;
G. Adjournment.
4.12 Compensation. Directors shall not be entitled to compensation for their services. No director, officer or manager required to be licensed under Florida Statutes Section 486.432 shall solicit offer to accept, or accept any thing or service of a value for which consideration has not been provided for his own benefit or that of his immediate family, from any person providing or proposing to provide goods or services to the Association. Any such individual who knowingly so solicits, offers to accept, or accepts any thing or service of value is subject to a civil penalty pursuant to Florida Statutes Section 718.501(1 )(d).
4 13 Resiqnation. Any Board member may resign at any time at a Board or members meeting or by written resignation. delivered to the Association, 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. The acceptance of a resignation shall not be required to make it effective.
4.14 Committees. Any committee formed for the purpose of assisting in the promulgation of a budget or any committee that is delegated the authority to take final action on behalf of the Association sha il conduct its meetings in accordance with the procedural requirem ents applicable to Board of Directors meetings, set forth in Section
4.6 hereof. API other committee meetings shall be exempt from those requirements.
ARTICLE 5 POWERS AND DUTIES
The Board exercise a!I powers and duties of the Association under Chapters 617 and 718, Florida Statutes, the Declaration of Condominium, Articles of Incorporation and By-Laws, except where a vote of the members is specifically required. Such powers and duties of the Board shall include, without limitation (except as limited by the Lonq Term Lease, if at all, and elsewhere herein and to the extent that same is in accordance with Chapter 718, Florida Statutes) the following:
A. Operation, care, upkeep and maintenance of the Common Elements and facilities. The Recreational Area shall remain in the complete care and control and under the suDervision of the Lessor under the Lonq Term Lease.
B. Determination and adoption of the annual budget of Common Expenses required for the operation of the Condominium and the Association.
C. Levying and collection of regular and special Assessments for Gommon Expenses from Unit Owners required to pay same.
ACTIVE: 11994037 2
B11
 |
D. Employment and dismissal of the personne! necessary for the maintenance and operation of the Common Elements and facilities. The Recreational Area shall remain in the complete care and control and under the supervision of the Lessor under the Long Term Lease.
E. Adoption and amendment of the rules and regulations covering the details of the operation and use of Condominium Property and facilities. The Recreational Area sha!I remain in the complete care and control and under the supervision of the Lessor under the Long Term Lease.
F. Maintaining of bank accounts on behalf a* the Association and the designation of the signatories required therefor.
G. Purchasing, Ieas!np or otherwise acquiring of Units in the name of the Association, or its designee, subject to the limitations in the Articles of Incorporation.
H. Purchase of Units at foreclosure, accepting a deed in lieu of foreclosure, or purchasing Units at other judicial sales, in the name of the Association or its designee.
I. Selling, mortgaging or otherwise dealing with Units acquired by the Association or its designee.
J. Organization of Corporations to act as designees of the Association in acquiring title to Units or leasing Units by the Association.
K. Obtaining and reviewing insurance for the Condominium Property.
L. MaKing repairs, additions and improvements to, or alterations of, the Condominium property, and repairs to and restoration of the Condominium Property, in accordance with the provisions of the Declaration.
M. Enforcement of the obligations of the Unit Owners, the allocation of profits and expenses, and the performance of anything and everything else necessary and proper for the sound management of the Condominium
N. Borrowing money on behalf of the Association when required in connection with the operation, care, upkeep, alteration, and maintenance of the Common Elements. If any sum borrowed by the Board on behalf of the Association pursuant to authority container in this subparagraph N is not repaid by the Association, a Unit Owner, who pays to the creditor such proportion thereof as his interest in lhe Common Elements bears to the interest of all the Unit Owners in the Comm on Elements, shall be entitled to obtain from the creditor a release of any judgment or other lien which said creditor shall have filed or shall have the right to file against the Unit Owner s Unit.
ACP)\/E. 11994 037 2
B42
 |
0. Contracting for the management of the Condominium and the delegation to such manager such powers and duties of the Board as the Board may deem appropriate in the circumstances, and contracting for the management or operation of portions of the Condominium Property susceptible to separate management or operation thereof, and the granting of concessions for the purpose of providing services to the Unit Owners. As an exception to the foregoing, there shall be no delegation of powers and duties wherein (1 ) same are contrary to the Statutes of the State of Florida and are accordingly not susceptible of being delegated; (2) those delegations and duties which may be required by the Declaration and these by-laws to have approval of the Board or of the Unit Owners; (3) the delegation is a power and duty which by its very nature is a decision or fiduciary responsibility to be made by the Board and is therefore not susceptible of delegation; and (4) same may be contrary to the Declaration or the By-Laws.
P Screening prospective purchasers, tenants and occupants pursuant to the guidelines in the Declaration. The Association may charge a transfer fee in the maximum amount permitted by the Act, as amended from time to time
ARTICLE 6
OFFICERS
6.1 Executive Officers. The executive officers of the Association shall be a President, one or more Vice Presidents. Secretary, and Treasurer, all of whom shall be members of the Board and shall be elected by and serve at the pleasure of the Board. Any two of said offices may be united in one person, except that the President shall not also be the Secretary or an assistant Secretary of the Association
6.2 Appointive Officers. The Board may appoint such other officers from among the members as they may deem necessary, who shall hold office at the pleasure of the Board and have such authority and perform such duties as from time to time may be prescribed by said Board.
6.3 Election. The Board, at its first meeting after each annual meeting of General members, shall elect all officers.
6.4 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 may be removed at any tim e by the affirmative vote of a majority of the whole Board.
6.5 The President. The President shal! be the chief executive officer of the Association. Subject to the provisions of 4.10 hereinabove, the President shall preside at all meetings of Members and of the Board, shall exercise the executive powers of the Association and have general supervision over its affairs and other officers, and shall perform all of the duties incident to the office and such other duties as may be delegated to the President from time to time by the Board.
ACTIVE: 1199403 7 2
BI 3
6.6 The Vice President. The Vice President shall perform all of the duties of the President in the absence of the President. and such other duties as may be required by the Board. If the Board elects more that one Vice President, the order of succession shall be determined by the Board.
6.7 The Secretary. The Secretary or assistant Secretary shall issue notices of all Board meetings and all meetings of Members, shall attend and keep the minutes of same, and shall have charge of all of the books of the Association as well as its records and papers, except those kept by the Treasurer. All minutes shall be kepf in a businesslike manner and shall be available for inspection by Unit Owners as set forth in the Act.
6 8 The Treasurer.
A. The Treasurer shall have custody o+ the Association's funds and securities, shall keep full and accurate accounts of the Association’s receipts and disbursements, and shall deposit all monies and other valuable effects in the name of, and to the credit of, the Association in such deposttories as may be designated by the Board. The books shall reflect an account for each Unit in the manner required by the Act.
B. The Treasurer shall disburse the funds of the Association as may be ordered by the Board, making proper vouchers for such disbursements, and shall render an account of all his or her transactions as the Treasu,rer, and of the financial condition of the Association to the Board whenever it may require it.
C. The Treasurer shall collect all assessments and shall report promptly to the Board the status of collections.
D. The Treasurer shall maintain accounting records according to good accounting practices and shall render to Unit Owners or their authorized representatives, at least annually, a written summary of the Association s fiscal activities.
6 9 Compensation Officers shall not receive compensation for their services.
6.10 Resiqnations. Any officer may resign at any time at a Board or members’ meeting or by written resignation, delivered to the Association 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. The acceptance of a resignation shall not be required to make it effective.
A OTIVE: 11994 037 2
B14
 |
ARTICLE 7 FINANCES AND ASSESSMENTS
7.1 Depositories. The funds of the Association shall be deposited in such banks and depositories as may be determined and approved by appropriate resolutions of the Board. Funds shall be withdrawn only upon checks and dem ands *or money signed by such officer(s) or agent(s) as may be designated by the Board.
7.2 Fiscal Year. The fiscal year of the Association shall begin on the first day of January of each year; provided, however that the Board, whenever !t deems it advisable, is expressly authorized to change to a different fiscal year in accordance with the applicable provisions of the Internal Revenue Code.
7.3 Determination of Assessments.
A.
The Board of Directors shall fix and
determine the sum or sums necessary and adequate to assess Unit Owners for
their share of the Common
Expenses set forth in the budget
for the Association and the Condominium. Funds for the payment
of Common Expenses shall be assessed against Unit Owners as provided in the
Declaration of Condominium. Assessments
shall be payable not less frequently than quarterly and shall be due on the
first day of each quarter or month unless otherwise ordered by the Board.
Assessments shall be made against
Unit Owners in an amount
not less than required
to provide funds
in advance for payment of all of the anticipated current operating expenses and for all of the unpaid operating
expenses previously incurred. Special Assessments.
if necessary, shall be levied
!n the manner provided in the Act and
shall be payable in the manner determined by the Board. All funds due under
these By-Laws and the Declaration are Common Expenses. All funds due under
these B -Laws and
the Lon Term Lease which is attached
to the Declaration of Condominium are common ex enses of this Condominium. The ortion
of the common ex enses of this Condominium due under the Lon Term Lease shall
be fixed and determined and levied
the Lessor under the rovisions
thereof and the Board of Directors shall include said assessment determination
in its bud et and assessments and
shall collect and remit
same to Lessor.
B. Any meeting at which a proposed annual budget of the Association or an amendment thereto will be considered by the Board (or Unit Owners as provided in subsection C of this Section 7.3) shall be open to all Unit Owners. At least fourteen (14) days prior to such a meeting, the Board shall mail. hand deliver or electronically transmit to each Unit Owner at the address last furnished to the Association by the Unit Owner, a notice of such meeting and a copy of the proposed annual budget. An officer or manager of the Association or other person providing notice of such meeting, shall execute an affidavit evidencing compliance with such notice requirement and such affidavit shaI! be filed among the official records of the Association.
C. If the Board adopts in any fiscal year an annual budget which requires assessments against Unit Owners which exceed one hundred fifteen percent
BU
ACTIVE 11 994 037
2
 |
 |
||
CFN 20190^ 15813
BOOK 31020 PAG E 340
18 OF 24
(115%) of assessments for the preceding fiscal year. the Board shall conduct a special meeting of the Unit Owners to consider a substitute budget if the Board receives, within twenty-one (21) days after adoption of the annual budget, a written request for a special meeting from at least ten (10%) percent of all voting interests. The special meeting shall be, conducted within sixty (60) days after adoption of the annual budget. At least fourteen (1^) days prior to such special meeting, the Board shall hand deliver or mail to each Unit Owner at the address last furnished to the Association, a notice of the meeting. An officer or manager of the Association, or other person providing notice of such meeting shall execute an affidavit evidencing compliance with thus notice requirement and such affidavit shall be filed among the official records of the Association. Unit Owners may consider and adopt a substitute budget at” the special meeting. A substitute budget is adopted if approved by a majority of all voting interests. If there is not a quorum at the special meeting or a substitute budget is not adopted, the annual budget previously adopted by the Board shall take effect as scheduled.
Any determination of whether assessments exceed one hundred fifteen (115%) percent of assessments for the prior fiscal year shall exclude any authorized provision for reasonable reserves for repair or replacement of the Condominium Property, anticipated expenses of the Association which the Board does not expect to be incurred on a regular or annual basis, or assessments for betterments to the Condominium Property.
D. The proposed annual budgets of common expenses shall be detailed and shall show the amounts budgeted by accounts and expense classifications, including, if applicable, but not limited to those expenses I\sted in Section 718.504(21), Florida Statutes, as amended from time to time. In addition to annual operating expenses and to the extent applicable, the budgets shall include reserve accounts for capital expenditures and deferred maintenance. Thèse accounts shalT include, but not be limited to, ‹oof replacement, building painting and pavement resurfacing, regardless of the amount of deferred maintenance expense or replacement cost, and for any other item for which the deferred maintenance expense or replacement cost exceeds the amount set forth in the Condomin\um Act, as same may be amended from time to time. The amount to be reserved shall be computed by means of such formula as is set forth in the Act or the Florida Administrative Code, as both may be amended from time to time. The AssOCiation may adjust replacement reserve assessments annually to take into account any extension of the useful life of a reserve item caused by deferred maintenance. The foregoing reserve account requirernents shall not apply to an adopted budget in which the Members of thO ÂSSOCià tion have determined by a majorité vote of Chose present, in person or by proxy, at a duly called meeting of the Association at which a quorum is established, to provide no reserves or less reserves than those described In this subparagraph. The foregoing shall not prevent the Board from creating such other reserves as may be permitted by the Act or the Florida Administrative Code, as bOth may be amended from time to time.
E. When the Board determines the amount of any Assessment, the Treasurer shall mail or present to each Unit Owner a statement of Assessment specifying
ACTIVE’ 11994037 2
B16
CFN 2019041GB13 BOOK 31020 PAGE 341
19 OF 24
the amount of same and to whom and where same shouId be payable and sent. Upon request, the Treasurer shall give a receipt for each payment received.
7 4 Comminqlinq of Funds. All funds collected by the Association shall be maintained separately in the Association’s name. For investment purposes only, reserve funds may be comminpled with operating funds of the Association. Comminpled operating and reserve funds shall be accounted for separately and a commingled account shall not, at any time, be less than the amount identified as reserve funds.
7.5 Fidelity Bonds. The Association shall obtain and maintain fidelity bonding of all persons who control or disburse funds of the Association in the principal sum not less than that required by the Condominium Act, as same may be amended from time to time.
7.6 Financial Statements. The Board shall cause to be prepared financial statements either compiled, reviewed or audited, financial statement or a report of cash receipts and expenditures in lieu of financial statements, in accordance with the Condominium Act, as amended from time to time.
ARTICLE 8 OFFICIAL RECORDS
The Association shall maintain official records which shall be subject to inspection as such maintenance and inspections are required by the Act as amended from time to time.
ARTICLE 9
PARLIAMENTARY RULES
Roberts’ Rules of Order (latest edition) shall povern the conduct of the Association meetings when not in conflict with the Declaration, the Articles, these By-La/vs, or the Act, as any of the forepoinp may be amended from time to time.
ARTICLE 10
COMPLIANCE AND DEFAULT
Each Unit Owner and every occupant, lessee, guest, agent, employee or contractor of a Un!t Owner and the Association shall be governed by and shall comply with the terms of these By-Laws, the Declaration of Condominium and all exhibits annexed thereto, and the rules and regu|ations adopted pursuant to those documents, as the same may be amended from time to time. The Association (and Unit Owners, if appropriate) shall be entitled to the following relief in addition to the rem edies provided by the Act:
 |
ACT IVE 11994 037 2
 |
10.1 Neqliqence. A Unit Owner shall be liable for the expense of any maintenance, repair or replacement, whether to the Common Elements, Limited Common Elements, recreational facilities under the Long Term Leased, both real and personal, Association Property, a Unit, the Unit Owner's personal property or to the personal property of the Association or other Unit Owners or residents or guests, including, but not limited to, repair after casualty made necessary by his or her violation of any portion of the Declaration or by his or her negligence or intentional misconduct or by that of any member of his family or his or her guests, agents, employees or contractors, but only to the extent SUCh expense is not met by the proceeds of insurance actually collected by the Association. Any expense advanced by the Association to perform such maintenance, repair or replacement, together with interest. costs and attorneys' fees, shall be secured by a Lien for Charges as defined in the Declaration, against the Unit bv the Association, enforceable in the same manner as an Assessment as provided by the Declaration.
10.2 Compliance. In the event a Unit Owner or occupant fails to comply with such Unit Owner s obligations under any provision of the Declaration, these By-Laws, the Articles of Incorporation of the Association applicable rules and regulations, or any other agreement, document or instrument affecting the Condominium Property in the manner required, the Association shall have the right to proceed in a court of equity to require performance and/or compliance, to sue in a court of law for damages, and levy a special charge against the Unit Owner and the Unit for the sums necessary to do whatever work is required to put the Unit Owner or Unit in compliance. Such charge, together with interest, costs and attorneys fees, shall be secured by a lien against the Condominium Parcel, enforceable in the same manner as Assessments levied under the Declaration.
10.3 Fines. In addition to all other remedies provided hereunder, in the event a Unit Owner or anyone for whom a Unit Owner is responsible fails to comply with a provision of the Declaration, the By-Laws, the Articles of Incorporation of the Association, applicable rules and regulations, or any other agreement, document or instrument affecting the Condominium Property in the m apner required, the Association shall ha ie the right to impose a fine against the Unil Owner and the Unit. The amount of any fine shall be determined by the Board of Directors o+ the Association but in any event shall not exceed the maximum amount permitted by the Act.
10.4 Suspension of Use Riqhts. In addition to all other remedies provided hereunder, the Association shall have the right to suspend the rights of the Unit Owner, his or her tenants, guests, licensees or invitees, to use any portion of the Common Elements or Association Property or other facilities during any period of time during which the Unit Owner is delinquent in the payment of assessments or any other financial obligation to the Association or in the event a Unit Owner or anyone for whom a Unit Owner is responsible fails to comply with a provision of the Declaration, the By-Laws the Articles of Incorporation of the Association, applicable rules and regulations or any other agreement, document or instrument affecting the Condominium Property in the manner required.
10.5 Suspension of Votinq Rights. In addition to all other remedies provided in these Bylaws and by applicable law, the Association m ay suspend the voting rights of any
ACT IVE: 11994037 2
B18
Owner who is delinquent m ore than ninety (90) days in the payment of any monetary obligation to the Association. Any Owner whose voting rights are suspended does not count towards a quorum and the quorum is reduced to exclude such Owner.
*0.6 Set Off. Any funds due and payable by the Association to an Owner under this Declaration, the Articles of Incorporation or the By-Laws, or under the Act shall be sub ect to a ripht of set-off for any amounts due and owinp to the Association by the Owner under thi‘s Declaration, the Articles of Incorporation, the By-Laws, or the Act.
10.7 Costs and Attorneys’ Fees. In any proceeding arising because of an alleged failure of a Unit Owner or the Association to comply with the reauirements of the Act, the Declaration, these By-Laws, the Articles a! Incorporation of the Association, or the rules and regulations, as the same may be amended from time to tim e, the prevailing party shall be entitled to recover the costs of the proceeding and such reasonable attorneys’ fees (including appellate attorneys' fees).
10.8 No Waiver of Riqhts. The failure of the Association or any Unit Owner to enforce any covenant, restriction or other provision of the Act, the Declaration, these By- Laws, the Articles of incorporation of the Association, or the rules and regulations, as the same may be amended from tim e to tim e, shall not constitute a waiver of their right to do so thereafter.
10.9 Election of Remedies. All rights, remedies and privileges granted to the Association or a Unit Owner pursuant to any terms, provisions, covenants or conditions of the Condominium documents shall be deemed to be cumulative, and the exercise of any one or more shall neither be deemed to constitute an election of remedies, nor shall it preclude the party thus exercising the same from exercising such other additional rights, remedies or privileges as may be granted by the Condominium documents
ARTICLE 11 AMENDMENTS
Except as otherwise provided, these By-laws may be amended in the following manner:
11.1 Notice. Notice of the subject matter of a proposed amendment shall be included in the notice of any meeting at which a proposed amendment is to be considered.
11.2 Adoption. A resolution for the adoption of a proposed amendment may be proposed either by a majority of the Board or by not less than fifty percent (50%) of the Voting Interests of the Association. A proposed amendment must be approved by not less than two-thirds (2/3) of the total votinq interests.
ACT1 VE 199403 7 2
B49
No By-law shall be revised or amended by reference to its title or number onIy. Proposals to amend existing By-laws shall contain the full text of the By-laws to be amended; new words shall be inserted in the text underlined, and words to be deleted shall be lined through with hyphens. However, if the proposed change is so extensive that this procedure would hinder, rather than assist, the understanding of the proposed amendment, it is not necessary to use underlining and hyphens as indicators of words added or deleted, but, instead, a notation must be inserted immediately preceding the proposed amendment in substantially the following language: “Substantial rewording of By-laws. See By-law for present teXt." Nonmaterial errors or omissions in the By-law process shall not invalidate any otherwise properly promulgated amendment.
11.3 Execution and Recording. A copy of each amendment shall be attached to a certificate certifying that the amendment was duly adopted as an amendment of the Declaration and By-laws, which certificate shall be executed by the President or Vice- President and attested by the Secretary or Assistant Secretary of the Association with the formalities of a deed. The amendment shall be effective when the certificate and copy of the amendment are recorded in the Public Records of Palm Beach County.
11.4 Proviso. NoWithstanding the foregoing, these By-Laws may only be amended with the written approval of the Lessor under the Long-Term Lease, which approval shall not be unreasonably withheld.
11.5 Scrivener’s Errors. The Board of Directors may correct scr/vener s errors in these By-Laws without the necessity of a vote of the Unit Owners, subject to the approval of the Long Term Lessor.
ARTICLE 12
LIABILITY SURVIVES TERMINATION OF MEMBERSHIP
The termination of membership in the Association shall not relieve or release any former Unit Owner or Member from any liability or obligation incurred under or in any way connected with the Condominium during the period of ownership and membership, or impair any rights or ‹emedies which the Association may have against such former Unit Owner and Member, arising out of, or which ›s in any way connected with, such ownership and membership.
ARTICLE 13 LIMITATION OF LIABILITY
Notwithstanding the duty of the Association to maintain and repair parts of the property, the Association shal! 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 other Unit Owners or persons.
ACTIVE: 1199<037 2
B20
ARTICLE 14
RECREATIONAL AREA AND FACILITIES
The use of the recreational area and facilities under the Long-Term Lease shall at all.times be subject to such Rules and Regulations as the Lessor may establish from time to time in its sole discretion. Said recreational area and facilities shall only be used by the Unit Owners and those permitted by the Lessor, subject to the Rules and Regulations for said facilities. AU children who are under such age as specified by the Lessor must be accompanied by a responsible adult to the swimming pool and lake area, and the recreational facilities in general. Any damage to equipment or the premises caused by a Unit Owner, his family, sso/aefs- employees, guests invitees, etc., shall be paid for by the Unit Owner responsible thereof, and the cost thereof shall be a charge and lien upon the Unit Owner's parcel as a special assessment, which sum shall be determined solely by the Lessor and shall be billed to the Unit Owner as Lessor directs.
ARTICLE 15
LIENS
15.1 Protection of Property. All liens against a 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 shall be paid before becoming delinquent as provided in the Condominium documents or by law, whichever is sooner.
15.2 Notice of Lien. A Unit Owner shall give notice to the Association of every lien upon his Unit, other than for permitted mortgages, taxes and special assessments, within five (5) days after the attaching of the lien
15.3 Notice of Suit. A Unit Owner shall give notice to the Association of every suit or other proceeding which will or may affect title to his Unit or any part of the property, such notice to be given within five (5) days after the Unit Owner receives notice thereof.
15.4 Effect on Judicial Sale. Failure to comply with this Article concerning liens wiI! not affect the validity of any judicial sale.
ARTICLE 16
SEAL
The seal of the Association shall have inscribed thereon the name of the Association, the year of its organization. and the words non-profit. Said seal may be used by causing it or a facsimile thereof to be impressed, affixed, reproduced or otherwise.
 |
ACTIVE: 11994 037 2
B2J
ARTICLE 17
CONFLICT
If any irreconcilable conflict should exist, or hereafter arise, with respect to the interpretation of these By-laws and of any of the Declaration, the provisions of lhe Declaration shall prevail.
ARTICLE 18
CAPTIONS
The captions herein are inserted only as a matter of convenience and for reference, and in no way define, lim/t or describe the scope of these By-Laws or the intent of any provisions hereof.
ACTIVE- 11994 037 2
B22
No comments:
Post a Comment