EXHIBIT "C"
BYLAWS
OF
WINSTON TRAILS FOUNDATION INC.
ARTICLE I
GENERAL INTRODUCTION
Section 1. Name. The name of the corporation is WINSTON TRAILS FOUNDATION, INC., hereinafter referred to as the "'Foundation-. Until changed, the principal office of the Foundation shall be located in Palm Beach County, Florida.
Section 2. Effect. All present and future Voting Members, and, where applicable, all Owners, and their tenants, future tenants, guests and invitees that might use the facilities of The Properties in any manner, are subject to the covenants, restrictions and regulations set forth in these Bylaws and in the Declaration of Covenants and Restrictions for WINSTON Trails (the "Declaration"), recorded or to be recorded in the Public Records of Palm Beach County, Florida.
ARTICLE II
VOTING RIGHTS. MAJORITY. QUORUM.
PROXIES
Section 1. Voting Rights. The Foundation shall have three (3) classes of Voting Members with voting rights, as provided in the Declaration and Articles.
Section 2. Majority of Quorum. Unless a higher percentage is required expressly in these Bylaws or in the Declaration or Articles, any action which is required to be taken by voting Members of the Foundation may be so taken by a vote of a majority of a quorum of the votes of Voting Members of the Foundation, and for purposes hereof and of the Declaration and Articles, the term "majority of Voting Members" or reference to some specific percentage of Voting Members shall mean a majority or specific percentage of the votes of voting Members present at a meeting of the Foundation at which a quorum is attained and not of the Voting Members themselves.
Section 3. Quorum. Except as otherwise provided in these Bylaws, the presence in person or by prosy of at least a majority of the total votes of the Voting Members of the Foundation shall constitute a quorum of the Voting Members. Such voting Members present at a duly called or held meeting at which a quorum thereof is present may continue to accomplish the business of the meeting until adjournment, notwithstanding the withdrawal during the meeting of enough Voting Members to leave less than such quorum. In the event, however, the required quorum is never present, the meeting may be rescheduled subject to the notice requirements set forth herein.
Section 4. Proxies Votes of Voting Members may be cast in person or by prosy. PROXIES must be in writing and filed with the Secretary at least twenty-four (24) hours before the appointed time of each meeting. Every prosy shall be revocable, but shall continue as valid until so revoked or until it terminates.
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ARTICLE III
ADMINISTRATION
Section 1. Foundation Responsibilities. The Foundation shall have the responsibility of administering the Common Areas, approving the annual budget, establishing and collecting all Assessments enforcing applicable rules and regulations and performing all other obligations of the Foundation hereunder and under the Declaration, including, but not limited to, arranging for the management of the Common Areas pursuant to an agreement containing provisions relating to the duties, obligations, removal and compensation of the Management Company. The Management Company may be an affiliate of the Declarant.
Section 2. place of Meetings of Voting Members. Meetings of the Voting Members shall be held on the Winston Trails property, or such other suitable place in Palm Beach County as may be designated by the Board of Directors.
Section 3. Annual Meeting of Voting Members. The first annual meeting of Voting Members shall be held on the date at the place and at the time determined by the Board of Directors, provided, however, that said meeting shall be held within sissy (60) days after there is duly elected a Class A voting Member. Thereafter, the annual meetings of the Voting Members shall be held on the date, and at the time determined by the Board of Directors from time to time, provided that there shall be an annual meeting every calendar year and no later than thirteen (13) months after the last preceding annual meeting, if possible. At each annual meeting there shall be elected by ballot of the Voting Members a Board of Directors, in accordance with the requirements of these Bylaws, but subject to the Articles of Incorporation. At the first annual meeting, the Directors shall be elected to serve until the second annual meeting, and at the second annual meeting, directors shall be elected for a term of one (1) year beginning with the second annual meeting. Unless a Director resigns before the expiration of his term of office, each director shall hold his office until his successor has been elected and has taken office. The term of office of any director elected to fill a vacancy created by the resignation of his predecessor shall be the balance of the unserved term of his predecessor. The Voting Members may also transact such other business of the Foundation as may properly come before the meeting. Each First Mortgagee of a Lot may designate a non-voting representative to attend all annual meetings of the Voting Members.
Section 4. Special Meetings of Voting Members. Special meetings of the Voting Members may be Called at any time by a majority of a quorum of the Board of Directors, or upon a petition signed by Voting Members holding at least one-third (33 1/3%) of the voting power of the Voting Members. The notice of any special meeting shall state the time and place of such meeting and the purpose thereof. No business shall be transacted at a special meeting except as stated in the notice. Each First Mortgagee of a Lot may designate a non-voting representative to attend all special meetings of the Voting Members.
Section 5. Notice of Meetings or Voting Members. It shall be the duty of the Secretary to mail a notice of each annual or special meeting of Voting Members, stating the purpose thereof as well as the day, hour and place where it is to be held, to each Voting Member and to each First Mortgagee of a Lot which has filed a written request for such notice with the Secretary, at least ten (10), but not more than sissy (60), days prior to such meeting. The notice may set forth time limits for speakers and nominating procedures for the meeting.
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The mailing of a notice:, postage prepaid, in the manner provided in this Section, shall be considered notice served. If no address has been furnished the Secretary, notice shall be deemed to have been given to a Voting Member if delivered to his Lot and posted in a conspicuous place on the Common Areas. Meetings of Voting Members shall be open to all Members and First Mortgagees of any Lot (neither Members or First Mortgagees shall, however, be recognized or entitled to vote).
Section 6. Adjourned Meetings. If any meeting of voting Members cannot be organized because a quorum is not attained, the Voting Members who are present, either in person or by prosy, may adjourn the meeting to a time not less than five (5) days, nor more than sissy (60) days, from the time the original meeting was called. Such adjourned meeting may be held only upon a new notice thereof as provided in this Article, except when notice shall be given by announcement at the meeting at which such adjournment is taken. If a meeting is adjourned for more than sixty (60) days, notice of the adjourned meeting shall be given as in the case of an original meeting.
Section 7. Order of Business. The order of business at all meetings of the Voting Members shall (unless waived) be as follows: (a) roll call to determine the voting power represented at the meeting; (b) proof of notice waiver of notice; (c) reading of minutes of preceding meeting; (d) reports of officers; (e) committee reports; (f) elections; (g) unfinished business; (h) new business; and (i) adjournment. Meetings of voting Members shall be conducted by the officers of the Foundation, in order of their priority.
Section 8. Action Without Meeting. Any action which under the provisions of Florida law may be taken at a meeting of the Voting Members, may be taken without a meeting if authorized in writing by the requisite percentage of all voting Members who would be entitled to vote at a meeting of Voting Members for such purpose, and if thereafter filed with the Secretary.
section 9. Minutes. Presumption of Notice. Minutes or a similar record of the proceedings of meetings of Voting Members, when signed by the President or Secretary, shall be presumed truthfully to evidence the matters set forth therein. A recitation in the minutes of any such meeting that notice of the meeting was properly given shall be prima facie evidence that such notice was given.
ARTICLE IV
BOARD OF DIRECTORS
Section l. Number and Qualification. The property, business and affairs of the Foundation shall be governed and managed by a Board of Directors composed of at least three (3) persons. The directors need not be an Owner of a Lot or Unit. The Board of Directors may increase, by resolution, the authorized number of members of the Board. Directors shall not receive any stated salary for their services as directors unless compensation is granted by a majority of the Voting Members; provided, however, that (1) nothing herein contained shall be construed to preclude any director from serving the Foundation in some other capacity and receiving compensation therefor, and (2) any director may be reimbursed for his actual expenses incurred in the performance of his duties.
Section 2. Powers and Duties. The Board of Directors has the powers and duties necessary for the administration of the affairs of the Foundation and may take all such acts and do
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such things as are not by law, the Declaration, the Articles or by these Bylaws required to be exercised and done exclusively by the voting Members.
Section 3. Special Power and Duties. Without prejudice to the foregoing general powers and duties and such powers and duties as are set forth in the Declaration and the Articles, the Board of Directors is vested with, and responsible for, the following powers and duties:
(a) To select, appoint and remove all officers, agents and employees of the Foundation, to prescribe such powers and duties for them as may be consistent with law, with the Articles, the Declaration and these Bylaws, to fix their compensation, if any, and to require from them security for faithful service when deemed advisable by the Board.
(b) To conduct, manage and control the affairs and business of the Foundation, and to make and enforce such rules and regulations therefor consistent with law, with the Articles, the Declaration and these Bylaws, as the Board may deem necessary or advisable.
(c) To change the principal office for the transaction of the business of the Foundation; to designate any place for the holding of any annual or special meeting or meetings of Voting Members consistent with the provisions hereof; and to adopt and use a corporate seal and to alter the form of such seal from time to time, as the Board, in its sole judgment, may deem best, provided that such seal shall at all times comply with the provisions of law.
(d) To borrow money and to incur indebtedness for the purposes of the Foundation, and to cause to be executed and delivered therefor in the Foundation's name, promissory notes, bonds, debentures, deeds of trust, mortgages, pledges, hypothecations or other evidences of debt and security therefor provided no action authorized hereunder shall be taken without the prior written consent of the Declarant as long as the Declarant owns any Lots or Units.
(e) To fix and levy from time to time Common Assessments, Special Assessments, and Reconstruction Assessments upon the Owners, as provided in, and subject to the requirements of, the Declaration; to fix and levy from time to time in any fiscal year Capital Improvement Assessments for Capital Improvements to the Common Areas; to determine and fix the due date for the payment of such Assessments, and the date upon which the same shall become delinquent; provided, however, that such Assessments shall be fixed and levied only to provide for the payment of the expenses of the Foundation and for taxes and governmental assessments upon real or personal property owned, leased, controlled, occupied or used by the Foundation, or for the payment of expenses for labor rendered or materials or supplies used and consumed, or equipment and appliances furnished for the maintenance, improvement or development of such property or for the payment of any and all
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obligations in relation thereto, or in performing
or causing to be performed any of the purposes of the Foundation for the general benefit and welfare of its Members, all in accordance with the provisions of the Declaration. The Board of Directors is hereby authorized to incur any and all such expenditures for any of the foregoing purposes and to provide, or cause to be provided, adequate reserves for replacements as it shall deem to be necessary or advisable, if any, in the interest of the Foundation or for the welfare of its Members. The funds collected by the Board of Directors from the Owners, attributable to replacement reserves for maintenance recurring less frequently than annually, for Reconstruction of Common Areas, or for Capital Improvements to the Common Areas, shall at all times be held in trust for the Owners and shall not be comingled with other Assessments collected from the Owners. Disbursements from such trust reserve fund shall be made only in accordance with the provisions of the Declaration. Such Common Assessments, Reconstruction Assessments, Special Assessments and Capital Improvement Assessments shall be fixed in accordance with the provisions of the Declaration. Should any Owner fail to pay such Assessments before delinquency, the Board of Directors in its discretion is authorized to enforce the payment of such delinquent Assessments as provided in the Declaration. Nothing herein shall require the establishment of reserves.
(f) To enforce the provisions of the Declaration, the Articles, these Bylaws, applicable rules and regulations and other agreements of the Foundation.
(9) To contract and pay for fire, casualty errors and omissions, blanket liability, malicious mischief, vandalism, fidelity bonds, and other insurance, insuring the Owners, the Foundation, the Board of Directors and other interested parties, in accordance with the provisions of the Declaration, covering and protecting against such damages or injuries as the Board deems advisable, which may include, without limitation, medical expenses of persons injured on the Common Areas, and to bond the agents and employees of any management body, if deemed advisable by the Board. The Board shall review not less frequently than annually, all insurance policies and bonds obtained by the Board on behalf of the Foundation.
(h) To contract and pay for maintenance, gardening, utilities materials and supplies, and services relating to the Common Areas, and to employ personnel necessary for the operation of the Common Areas and the Foundation, including legal and accounting services (subject to limitations set forth in the Articles regarding claims against the Declarant), and to contract for and pay for Improvements to Common Areas. In case of damage by fire or other casualty to the Common Areas, if insurance proceeds exceed Twenty-five Thousand Dollars (625,000~00), or the cost of repairing or rebuilding exceeds available insurance proceeds by more than Five Thousand Dollars (65,000.00), then the Board of Directors shall obtain firm bids from two or more responsible contractors to rebuild any portions
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of the Common Areas in accordance with the original plans and specifications with respect thereto.
(i) To delegate its powers according to law.
(j) To grant or relocate easements where necessary for utilities, sewer facilities and other services over the Common Areas.
(k) To fix, determine and name from time to time, if necessary or advisable, the public agency, fund, foundation or not for profit corporation or foundation, which is then organized, to which the assets of this Foundation shall be distributed upon liquidation or dissolution, according to the Articles of the Foundation. The assets so distributed shall be those remaining after satisfaction of all just debts and obligations of the Foundation, and after distribution of all property held or acquired by the Foundation under the terms of a specific trust or trusts.
(l) To adopt such rules and regulations as the Board may deem necessary for the management of the Common Areas, which rules and regulations shall become effective and binding after (1) they are adopted by a majority of the Board at a meeting called for that purpose, or by the written consent of such number of directors attached to a copy of the rules and regulations of the Foundation, and (2) they are posted in a conspicuous place in the Common Areas. Such rules and regulations shall not materially adversely affect the rights, privileges or preferences of Declarant as established by the Declaration, the Articles of the Foundation and these Bylaws without the prior written approval of Declarant. Such rules and regulations may concern, without limitation, use of the Common Areas; signs, parking restrictions, minimum standards of property maintenance consistent with the Declaration and the procedures of the Foundation or Tribunal; and any other matter within the jurisdiction of the Foundation as provided in the Declaration; provided, however, that such rules and regulations shall be enforceable only to the extent that they are consistent with the Declaration, the Articles of Incorporation and these Bylaws.
Section 4. Management Agent. The Board of Directors may select a managing agent to manage the Common Areas and the affairs of the Foundation, who shall perform such duties and services as the Board shall authorize.
Section 5. Election and Term of Office. Except as otherwise provided in the Declaration, Articles, or these Bylaws, at each annual meeting of the Voting Members, directors shall be elected by written ballot by a majority of Voting Members, each person voting being entitled to cast his votes for each of as many nominees as there are vacancies to be filled There shall be no cumulative voting. In the event that an annual meeting is not held, or the Board is not then elected, the Board may be elected at a special meeting of the voting Members held for that purpose. Each director shall hold office until his successor has been elected and has qualified or until his death, resignation, removal or judicial adjudication of mental incompetence. Any person serving as a director may be re-elected and there shall be no limitation on
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the number of terms during which he may serve. Notwithstanding the foregoing, for so long as the Class B Membership exists, the Directors may be appointed by written action of the Class B Members.
Section 6. Books: Summary. The Board of Directors shall cause to be maintained a full set of books and records showing the financial condition of the Foundation in a manner consistent with accounting practices established by the Foundation or Management Company.
Section 7. Vacancies. Vacancies in the Board of Directors caused by any reason other than the removal of a director by a vote of the Voting Members of the Foundation shall be filled by vote of the majority of the remaining directors, even though they may constitute less than a quorum; and each person so elected shall be a director until a successor is elected at the nest annual meeting of the Voting Members of the Foundation, or at a special meeting of the voting Members called for that purpose. A vacancy or vacancies shall be deemed to exist in case of death, resignation, removal or judicial adjudication of mental incompetence of any director, increases in the size of the Board or in case the Voting Members fail to elect the full number of authorized directors at any meeting at which such election is to take place.
Section 8. Removal of Directors. At any regular or special meeting of the Voting Members duly called, any one or more of the directors (other than Declarant's designees) may be removed with or without cause by a majority vote of the Voting Members of the Foundation, and a successor may then and there be elected to fill the vacancy thus created. Any director whose removal has been proposed by the Voting Members shall be given an opportunity to be heard at the meeting. If any or all of the directors are so removed, new directors may be elected at the same meeting.
Section 9. Organization Meeting. The first regular meeting of a newly elected Board of Directors shall be held within thirty (30) days of election of the Board, at such place as shall be fixed and announced by the directors at the meeting at which such directors were elected, for the purpose of organization, election of officers and the transaction of other business. No notice shall be necessary to the newly elected directors in order legally to constitute such meeting, provided a majority of the whole Board shall be present.
Section 10. Other Regular Meetings. Other regular meetings of the Board of Directors shall be open to the Members (who shall not be recognized or entitled to participate) and may be held at such time and place within Palm Beach County as shall be determined, from time to time, by a resolution adopted by a majority of a quorum; of the directors; provided, however, that such meeting shall be held no less frequently than annually. Notice of regular meetings of the Board of Directors shall be given to each director, personally or by mail, telephone or telegraph, at least seventy-two (72) hours prior to the date named for such meeting, and shall be posted at a prominent place or places within the Common Areas.
Section 11. Special Meetings. Special meetings of the Board of Directors shall be open to all Members (who shall not be recognized or entitled to participate) and may be called by the President (or, if he is absent or refuses to act, by the vice President) or by any two (2) directors. At least seventy-two (72) hours' notice shall be given to each director, personally or by mail, telephone or telegraph, which notice shall state the time, place (as hereinabove provided) and the purpose of the meeting, and shall be posted at s prominent
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place or places within the Common Areas. If served by mail, each such notice shall be sent, postage prepaid, to the address reflected on the records of the Foundation, and shall be deemed given, if not actually received earlier, at 5:00 o'clock P.M. on the second day after it is deposited in a regular depository of the United States mail as provided herein. Whenever any director has been absent from any special meeting of the Board, an entry in the minutes to the effect that notice has been duly given shall be conclusive and incontrovertible evidence that due notice of such meeting was given to such director, as required by law and as provided herein
Section 12, Waiver of Notice. Before or at any meeting of the Board of Directors, any director may, in writing, waive notice of such meeting and such waiver shall be deemed equivalent to the giving of such 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. The transactions at any meeting of the Board, however called and noticed or wherever held, shall be as valid as though had at a meeting duly held after regular call and notice, if a quorum be present, and if, either before or after the meeting, each of the directors not present signs such written waiver of notice, a consent to holding such meeting, or an approval of the minutes thereof. All such waivers, consents and approvals shall be filed with the records of the Foundation or made a part of the minutes of the meeting.
Section 13. Quorum and Adjournment. Except as otherwise expressly provided herein, 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 a meeting 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 is less than a quorum present, the majority of those present may adjourn the meeting from time to time. At any such adjourned meeting, any business which might have been transacted at the meeting as originally called may be transaction without further notice.
Section 14. Action Without Meeting. The directors shall have the right to take any action in the absence of a meeting which they could take at a meeting by obtaining the vote or written consent of all the directors. Any action so approved shall have the same effect as though taken at a duly constituted meeting of the directors.
Section 15. Fidelity Bonds. The Board of Directors may obtain adequate fidelity bonds for all officers and employees of the Foundation handling or responsible for Foundation funds. The premiums on such bonds shall be paid by the Foundation.
Section 16. Committees. The Board of Directors by resolution may, from time to time, designate such committees as it shall desire, and may establish the purposes and powers of each such committee created. The resolution designating and establishing the committee shall provide for the appointment of its members, as well as a chairman, and shall state the purposes of the committee, and shall provide for reports, termination and other administrative matters as deemed appropriate by the Board.
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ARTICLE V
OFFICERS
Section 1. Designation. The principal officers of the Foundation shall be President, a Vice President, a Secretary, and a Treasurer, all of whom shall be elected by the Board of Directors. The Board of Directors may appoint an Assistant Treasurer and an Assistant Secretary, and such other officers as in their judgment may be necessary. Officers need not be directors. Any two offices may be held by the same person, but the office of President and Secretary may not be held by the same person.
Section 2. Election of Officers. The officers of the Foundation shall be elected annually by the Board of Directors at the organization meeting of each new Board of Directors, and each officer shall hold his office at the pleasure of the Board of Directors, until he shall resign or be removed or otherwise disqualified to serve or his successor shall be elected and have qualified to serve.
Section 3. Removal of Officers. Upon an affirmative vote of a majority of the entire Board of Directors, any officer may be removed, with or without cause, and his successor elected at any regular meeting of the Board of Directors, or at any special meeting of the Board of Directors called for such purpose. Any officer may resign at any time by giving written notice to the Board or to the President or Secretary of the Foundation. Any such resignation shall take effect at the date of receipt of such notice or at any later time specified therein, and unless otherwise specified in said notice, acceptance of such resignation by the Board shall not be necessary to make it effective.
Section 4. Compensation. Officers, agents and employees shall receive such reasonable compensation for their services as may be authorized or ratified by the Board. Appointment of any officers, agent or employee shall not of itself create contractual rights of compensation for services performed by such officer, agent or employee.
Section 5. President. The President shall be the chief executive officer of the Foundation. He shall preside at all meetings of the Foundation and of the Board of Directors. He shall have all of the general powers and duties which are usually vested in the office of the President of a corporation. The President shall, subject to the control of the Board of Directors, have general supervision, direction and control of the business of the Foundation. The President shall be ex officio a member of all standing committees, and he shall have such other powers and duties as may be prescribed by the Board of Directors or these Bylaws of the Foundation.
Section 6. Vice President. The Vice President shall take the place of the President and perform his duties whenever the President shall be absent, disabled or refuses or is unable to act. If neither the President nor the Vice President is able to act, the Board of Directors shall appoint some other member of the Board to do so on an interim basis. The Vice President shall also perform such other duties as shall from time to time be imposed upon him by the Board of Directors or these Bylaws.
Section 7. Secretary. The Secretary shall keep the minutes of all meetings of the Board of Directors and the minutes of all meetings of the Voting Members of the Foundation at the principal office of the Foundation or at such other place as the Board of Directors may order. The Secretary shall keep the seal of the Foundation in safe custody and shall have
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charge of such books and papers as the Board of Directors may direct; and the Secretary shall, in general, perform all of the duties incident to the office of Secretary. The Secretary shall give, or cause to be given, notices of meetings of the voting Members of the Foundation and of the Board of Directors required by these Bylaws or by law to be given. The Secretary shall maintain a list of Owners, listing the names and addresses of the Owners as furnished to the Foundation, and such list shall be changed only at such time as satisfactory evidence of a change in ownership is presented to the Secretary. The Secretary shall perform such other duties as may be prescribed by the Board of Directors.
Section 8. Treasurer. The Treasurer shall have responsibility for Foundation funds and securities and shall be responsible for keeping, or causing to be kept, full and accurate accounts, tax records and other records of business transactions of the Foundation, including accounts of all assets, liabilities, receipts and disbursements in books belonging to the Foundation. The Treasurer shall be responsible for the deposit of all monies and other valuable effects in the name, and to the credit, of the Foundation in such depositories as may from time to time be designated by the Board of Directors. All checks in excess of $2,000 must be co-signed by the Treasurer. The Treasurer shall disburse the funds of the Foundation as may be ordered by the Board of Directors in accordance with the Declaration, shall render to the President and directors, upon request, an account of all of his transactions as Treasurer and of the financial condition of the Foundation and shall have such other powers and perform such other duties as may be prescribed by the Board of Directors or these Bylaws.
ARTICLE VI
OBLIGATIONS OF OWNERS
Section 1. Assessments.
(a) All Owners are obligated to pay, in accordance with the provisions of the Declaration, all Assessments imposed by the Foundation to meet all expenses (and reserves, if imposed) of the Foundation, which may include, without limitation, liability insurance policy premiums and insurance premiums for a policy to cover repair and reconstruction work in case of hurricane, fire, flood or other hazards, as more fully provided in these Bylaws. Except as otherwise provided in the Declaration with respect to the collection of Special Assessments, the Assessments shall be allocated among the Lots subject to Assessments under the Declaration as provided therein or in any Supplemental Declaration.
(b) All delinquent Assessments shall be enforced, collected or foreclosed in the manner provided in the Declaration.
Section 2. Maintenance and Repair.
(a) As further provided in the Declaration, all plans for alterations and repair of Improvements to the Common Areas and other Improvements on the Properties must receive the prior written consent of the Development Review Board. The Development Review Board shall establish reasonable
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procedures for the granting of such approval, in accordance with the Declaration.
(b) As further provided in the Declaration, each Member shall reimburse the Foundation for any expenditures incurred in repairing or replacing any portion of the Common Areas which is damaged through the fault of such Member. Such expenditures shall include all court costs and reasonable attorneys' fees incurred in enforcing any provision of these Bylaws or the Declaration, including such costs and attorneys' fees incurred in appellate proceedings.
ARTICLE VII
AMENDMENTS TO BYLAWS
Section 1 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.
Section 2. A resolution to amend these Bylaws may be proposed either by any director, or by or at the direction of ten (10%) or more of the Voting Members of the Foundation. No Bylaw shall be revised or amended by reference to its title or number only. Proposals to amend existing Bylaws shall contain the full test of the Bylaws to be amended; new words shall be inserted in the test 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 Bylaw for present test.. Non-material errors or omissions in the Bylaw process shall not invalidate an otherwise properly promulgated amendment.
Section 3. A resolution for the adoption of the proposed amendment shall be adopted by not less than a majority of the votes of the Voting Members present in person or by proxy at a duly called meeting of the Foundation. Notwithstanding anything contained herein to the contrary, until a majority of the Board is elected by Lot Owners other than the Declarant, these Bylaws may be amended by majority vote of the Board without the vote or approval of the members of the Foundation.
Section 4. No amendment shall make any changes in the qualification for membership nor in the voting rights or property rights of Members without approval by all of the Voting Members affected and Mortgagees holding First Mortgages on all Lots affected. No amendment shall be made that is in conflict with the Declaration or the Articles. So long as the Declarant owns any Lot no amendment shall make any changes which would in any way affect any of the rights, privileges, powers or options herein provided in favor of, or reserved to, the Declarant unless the Declarant shall join in the execution of the amendment, including but not limited to any right of the Declarant to appoint directors.
Section 5. No modification of, or amendment to, the Bylaws shall be valid until recorded in the public records of the County.
Section 6. Notwithstanding anything contained herein to the contrary, any amendment to these Bylaws made by
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Declarant, or made by the members prior to the completion and conveyance by Declarant of seventy-five (75%) of all of the Lots which may be constructed within The Properties, must be approved by the Federal Housing Administration or by the veterans Administration if any mortgage encumbering any Lot is guaranteed or insured by either such agency, and if such amendment materially and adversely effects the Owners or the general scheme of development created by the Declaration. Such approval shall specifically not be required where the amendment is made to correct errors or omissions or is required to comply with the requirements of any Institutional Lender so that such lender will make, insure or guarantee mortgage loans for the Lots, or is required by any governmental authority. Such approval shall be deemed given if either agency fails to deliver written notice of its disapproval of any amendment to Declarant or to the Foundation within twenty (20) days after a request for such approval is delivered to the agency by certified mail, return receipt requested, or equivalent delivery, and such approval shall be conclusively evidenced by a certificate of Declarant or the Foundation that the approval was given or deemed given.
ARTICLE VIII
NOTICES
Section 1. Notice to Foundation. An Owner who mortgages his Lot shall notify the Foundation, through the Management Company or the Secretary of the Board of Directors in the event there is no Management Company, of the name and address of his Mortgagee: and the Foundation shall maintain such information. Any such Owner shall likewise notify the Foundation as to the release or discharge of any such Mortgage.
Section 2. Notice of Unpaid Assessments. The Board of Directors of the Foundation shall at the request of a Mortgagee of a Lot report any unpaid Assessments due from the Owner of such Lot, in accordance with the provisions of the Declaration.
ARTICLE IX
MEANING OF TERMS
All capitalized terms appearing herein shall have the same meanings as are applied to such terms in the Declaration unless the context would prohibit such meaning.
ARTICLE X
CONFLICTING PROVISIONS
In case any of these Bylaws conflict with any provisions of the laws of the State of Florida, such conflicting Bylaws shall be null and void upon final court determination to such effect, but all other provisions of these Bylaws shall remain in full force and effect. In case of any conflict between the Articles and these Bylaws, the Articles shall control, and in the case of any conflict between the Declaration and these Bylaws, the Declaration shall control.
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ARTICLE XI
INDEMNIFICATION OF DIRECTORS AND OFFICERS
Except to the extent that such liability or damage or injury is covered by insurance proceeds, the Foundation shall pay expenses (including attorneys' fees and appellate attorneys' fees) incurred by, or to satisfy a judgment or fine rendered or levied against, a present or former Voting Member, director, officer, committee or tribunal member, employee or agent of the Foundation, in any action brought by a third party against such person, whether or not the Foundation is joined as a party defendant, to impose a liability or penalty on such person, or to impose criminal sanctions, for an act alleged to have been committed by such person while a Voting Member, director, officer, committee or tribunal member, employee or agent, unless a court of competent jurisdiction finally determines, after all appeals have been exhausted or not pursued by the proposed indemnitee, that such Voting Member, director, officer, committee or tribunal member, employee or agent did not act in good faith within-what he reasonably believed to be the scope of his employment or authority and for a purpose which he reasonably believed to be in the best interests of the Foundation or its Members and such court further determines specifically that indemnification should be denied. Payments authorized hereunder include amounts paid and expenses incurred in settling any such action or threatened action. The provisions of this Article shall apply to the estate, executor, administrator, heirs, legatees or devisees of a Voting Member, director, officer, committee or tribunal member, employee or agent and may not be-amended without the approval in writing of all persons who may be adversely affected by such amendment.
ARTICLE XII
MISCELLANEOUS
Section 1. Execution of Documents. The Board of Directors, except as in these Bylaws otherwise provided, hereby authorizes its President, or any Vice President, to enter into any contract or execute any instrument in the name and on behalf of the Foundation.
Section 2. Inspection of Records. The Foundation shall keep in its office for the transaction of business originals or copies of all of its books and records, which shall be open to inspection by the owners and all First Mortgagees, in each case for proper purposes, at all reasonable times during office hours.
Section 3. Fiscal Year. The fiscal year of the Foundation shall be determined by the Board of Directors and having been so determined, is subject to change from time to time as the Board of Directors shall determine. In the absence of a specific determination! the fiscal year shall be the calendar year.
Section 4. Membership. The Foundation shall keep and maintain in its office for the transaction of business the name and address of each Member. Termination or transfer of Ownership of any Lot by an Owner shall be recorded, together with the date on which such Ownership was transferred, in accordance with the provisions hereof and of the Declaration.
Section 5. Board of Directors. Unless specific actions are specifically required to be taken by the Voting Members, all such actions may be taken by the Board through its proper officers with or without a specific authorization.
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Section 6. Tenses and Genders. The use of any gender in the Bylaws shall refer to all genders wherever the context so requires.
Section 7. Partial Validity. Should any of the provisions hereof be void or become unenforceable at law or in equity, the remaining provisions shall, nevertheless, be and remain in full force and effect.
ARTICLE XIII
RULES AND REGULATIONS
From time to time the Board of Directors may enact rules and regulations governing the use, maintenance and appearance of, the Lots, and the use of The Properties, not in conflict with the Declaration, the Articles of these Bylaws. Any such rule or regulation may be enforced by the Foundation against any Member of the Foundation. Any such rule or regulation may be repealed, modified or amended by a vote of a majority of the Voting Board.
I HEREBY CERTIFY THAT the foregoing Bylaws of the Foundation were duly adopted by the Board of Directors of the
Foundation on the _______ day of _____ , 199_.
__________________
Approved: Secretary
__________________________
President
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Index for Master ByLaws
-A-
AMENDMENTS 11
Annual Meeting See
Assessments 10
-B-
BOARD OF DIRECTORS 3
Action Without Meeting 8
books and records 7
Compensation 9
Election and Term of Office 6
Election of Officers 9
INDEMNIFICATION OF DIRECTORS AND OFFICERS 13
Number of 3
OFFICERS 9
Organization Meeting 7
Other Regular Meetings 7
Powers and Duties 3
President 9
Qualification 3
Quorum and Adjournment 8
Removal of 7
Removal of Officers 9
salary 3
Secretary. 9
Special Meetings 7
Special Power and Duties 4
Treasurer 10
Vacancies 7
Vice President 9
Waiver of Notice 8
-C-
Committees 8
CONFLICTING PROVISIONS 12
-F-
Fidelity Bonds 8
Foundation
Responsibilities 2
-M-
Maintenance and Repair 10
Meetings
Action Without Meeting 3
Adjourned 3
Annual 2
Notice of 2
Order of Business 3
Place of 2
Special 2
Minutes 3
MISCELLANEOUS 13
Board of Directors 13
Execution of Documents 13
Fiscal Year 13
Inspection of Records 13
Membership 13
Partial Validity 14
-O-
OFFICERS 9
-R-
RULES AND REGULATIONS 14
-V-
Voting
Annual Meeting 2
Majority of Quorum 1
place of Meetings 2
Proxies 1
Quorum 1
Special Meetings 2
Voting Rights 1