| Willow Greens Homeowners Association of Pinellas, Inc.,
a corporation not for profit under the laws of the State of
Florida, hereinafter referred to as the "Association", does
hereby adopt the following as its Bylaws:
ARTICLE I
IDENTITY AND DEFINITIONS
The Association has been organized for the purpose of promoting the
health, safety, and welfare of the owner of lots located within Willow
Greens, a subdivision in Pinellas County, Florida, and performing all
duties assigned to it under the provisions of the "Declaration of
Restrictions for Willow Greens, a townhouse project (the Restrictions").
Their terms and provisions of these Bylaws are expressly subject to the
Articles of Incorporation of the Association and to their terms,
provisions, conditions, and authorizations contained in the
Restrictions.
All words and terms used herein which are defined in the Restrictions
shall be used herein which are defined in the Restrictions shall be sued
herein with the same meanings as defined in those instruments.
ARTICLE II
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LOCATION OF PRINCIPAL OFFICE
The principal office of the Association shall be located at 101
Philippe Parkway, Suite #305, Safety Harbor, 34695 or at such other
place as may be established by resolution of the Board of Directors of
the Association.
ARTICLE III
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MEMBERSHIP, VOTING, QUORUM, AND PROXIES
- The qualifications of members, the manner of their admission to
membership and termination of such membership, and voting by the
member shall be as set forth in Article V and Article VI of the
Association’s Articles of Incorporation.
- A quorum at any
meeting of the Association’s members shall consist of persons
entitled to cast votes representing at least
one third
(editorial . . . 45 people) of the
total votes of the Association as determined in the
manner set forth in Article VI of the Association’s Articles of
Incorporation.
- Votes may be cast in person, by proxy,
or by written ballot.
Proxies shall be valid only for the particular meeting designated
thereon and any adjournment thereof for a period of up to ninety
(90) days. Proxies must be filed with the
Secretary at or before the designated time of the
meeting.
- Where an individual lot is owned by more than one person, the
vote to which such lot is entitled may be cast by any of the joint
owners; provided, however, that if more than one of the joint owners
cast the vote to which their lot is entitled, said vote shall be
apportioned equally among such of the joint owners as cast the vote.
- The number of votes to which any member is entitled at any
meeting of members shall be determined as of the date fixed by the
Board of Directors as the record date for such meeting, provided
that such record date shall not be more than sixty (60) days or less
than ten (10) days prior to the date of such meeting.
- Except where otherwise required by the provisions of the
Articles of Incorporation, these Bylaws, or the Restrictions, or
where the same may otherwise be required by law, the affirmative
vote of the holders of more than one-half of the total votes of the
Association membership represented at any duly called members
meeting at which a quorum is present shall be necessary for approval
of any matter and shall be binding upon all members.
- The Association shall be entitled to give all notices required
to be given to the members of the Association by these Bylaws, the
Articles of Incorporation, the Restrictions, to the person or entity
shown by the Association’s records to be entitled to receive such
notices at the last known address shown by the records of the
Association, until the Association is notified in writing that such
notices are to be given to another person or entity or at a
different address.
ARTICLE IV
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ANNUAL AND SPECIAL MEETINGS OF MEMBERS
- An annual meeting of the membership of the Association shall be
held each year
during April or such other month as the Board of Directors
may determine. The date, time, and place of the annual meeting shall
be designated by the Board of Directors. The annual meeting shall be
held for the purpose of electing directors and transacting any other
business authorized to be transacted by the members.
- Special meetings of the members of the Association shall be held
whenever called by the President or Vice-President or by a majority
of the Board of Directors. Such meeting must be called by such
officers upon receipt of a written request from members of the
Association whose votes represent more than
one-tenth of the total votes of the Association.
- Notice of all members meetings, annual or special, shall be
given by the President, Vice-President, or Secretary, or by such
other officer of the Association as may be designated by the Board
of Directors. Such notice shall be written or printed and shall
state the time and place of the meeting and the purpose for which
the meeting is called, and shall be given
not less than fourteen (14) days prior to the date set
for such meeting. If present personally, a receipt of such notice
shall be signed by the member, indicating the date on which such
notice was received by him. If mailed, such notice shall be deemed
to be properly given when deposited in the United States mail,
postage prepaid, addressed to the member at his post office address
as the same appears on the records of the Association.
Proof of such mailing
may be given by the affidavit of the person giving the notice
and filed in the Association’s minutes book. Any member may ,by
written waiver of notice signed by such member, waive such notice,
and such waiver, when filed in the records
of the Association (whether executed and filed before or after the
meeting), shall be deemed equivalent to the giving of notice to such
member Attendance at a meeting shall constitute a waiver of notice
of the time and place of the meeting.
- If any members meeting cannot be organized because a
quorum has not attended or because the greater
percentage of the membership required to constitute a quorum
for particular purposes has not attended, wherever the latter
percentage of attendance may be required as set forth in the
Articles of Incorporation, these Bylaws, or the Restrictions,
the members who are present, either in person or by proxy,
may adjourn the meeting from time to time until a quorum is present.
- At meetings of the membership, the President or, in his absence,
the Vice-President, shall preside, or in the absence of both, the
Board of Directors shall select a chairman.
ARTICLE V
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Board of Directors
- Number & Quorum: The affairs of the Association shall be
managed by a Board of Directors consisting of three Directors. The
number of Directors may be changed from time to time by resolution
of the Board but, as noted in Article VII of the Articles of
Incorporation may never be less than three
(3) or more than seven (7). No change shall be effective
so as to shorten the term of an existing Director. A majority of the
Board of Directors shall constitute a quorum to transact business at
any meeting of the Board, and the action of a majority present at a
meeting at which a quorum is presented shall constitute the action
of the Board of Directors.
- Directors – Election: Until such time as the Declarant
may turn over the election of the Board pursuant to Paragraph 16 of
the Declaration, Declarant has the right to appoint all members to
the Board of Directors. Thereafter, all Directors shall be elected
by a plurality of the votes cast at the Annual Meeting of the
Association. At an election of directors, each member entitled to
vote shall be entitled to vote for as many candidates as there are
vacancies to be filled. Any member desiring to be a candidate for
the Board of Directors shall give written notice to the Secretary of
the Association, or duly appointed agent, not less than thirty (30)
days before a scheduled election.
- Removal and Resignation of Directors: Any member of the
Board of Directors may be removed from office with or without cause
by the vote of a majority of the voting interests of the
Association, and may resign by submitting a written resignation to
the Board of Directors.
- Filling Vacancies: Any vacancy occurring on the Board of
Directors because of death, resignation, removal, or other
termination of services of any Director shall be filled by the Board
of Directors, even though such remaining Directors may constitute
less than a quorum and except that Willow Greens Partnership, Inc.,
a Florida general partnership (the "Declarant", its successors and
assigns, to the exclusion of other members and the Board itself,
shall fill any vacancy of services of any Director appointed by
Declarant. A Director appointed to fill a vacancy, whether by the
Board or Declarant, shall be appointed for the unexpired term of his
predecessor in office and shall continue to serve until his
successor shall have been elected or appointed and qualified.
- Term of Directors: The term of each Director’s service
shall extend until his successor is duly elected and qualified, or
until he is removed in a manner elsewhere provided. To provide
continuity, the terms of the Directors shall be staggered, with each
Director serving a two(2) year term, provided however, that as
closely as possible a bare majority and bare minority is elected
every other year.
- Compensation: No compensation shall be paid to Directors
for their services as Directors. No remuneration shall be paid for a
Director for services performed by him for the Association in any
other capacity, unless a resolution authorizing such remuneration
shall have been unanimously adopted by the Board of Directors before
the services are undertaken.
ARTICLE VI
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POWERS AND DUTIES OF THE Board of Directors
- The Board of Directors shall have power:
a. To call meetings of the members.
b. To appoint and remove at pleasure all officers,
agents, and employees of the Association, prescribe their duties,
fix their compensation, and require of them such security or
fidelity bond as it may deem expedient. Nothing contained in these
Bylaws shall be construed to prohibit the employment of any member,
officer, or Director of the Association in any capacity whatsoever.
c. To establish, levy and assess, and collect the
assessments necessary to operate the Association and carry on its
activities, and to create such reserves to extraordinary
expenditures as may be deemed appropriate by the Board of Directors.
d. To adopt and publish such uniform rules and
regulations governing and restricting the use and maintenance of the
lots and improvements thereon and other property owned by the
Association as may be deemed necessary and appropriate to prevent
unreasonable interference with the use thereof and to assure the
enjoyment thereof by the members.
e. To authorize and cause the Association to enter into
contracts for the day-to-day operation of the Association and the
discharge of its responsibilities and obligations.
f. To appoint such committees as the Board of Directors may
desire and to grant to such committees such duties and
responsibilities as the Board of Directors may deem advisable.
g. To exercise for the Association all powers, duties,
and authority vested in or delegated to the Association (except as
may be expressly reserved to the members) by the Restrictions or by
the Articles of Incorporation of the Association.
- It shall be the duty of the Board of Directors:
a. To cause to be kept a complete record of all its acts
and corporate affairs.
b. To supervise all officers, agents, and employees of
the Association, and to see that their duties are properly
performed.
c. With reference to assessment of the Association:
(1) To fix the amount of the assessment against
each lot for each fiscal year in
accordance with the provisions of the Restrictions, the Articles of
Incorporation, and these Bylaws; and
(2) to prepare a roster of the members and
assessments applicable thereto which shall be kept in the office of
the Association and shall be open to inspection by any member; and
(3) to send written notice of each
assessment to every member subject thereto.
d. To issue or to cause an appropriate officer to issue
upon demand by any authorized person, a certificate in recordable
form setting forth whether any assessment has been paid; and, is
not, the amount then due and owing. Such certificate shall be
conclusive evidence of payment of any assessment therein stated to
have been paid.
e. To make payment of all ad valorem taxes assessed
against the Association Property, both real and personal.
f. To pay all expenses incurred by the Association for
repairs, maintenance, services, insurance, and other operating
expenses.
g. To enforce by appropriate legal means the provisions
of the Restriction, the Articles of Incorporation, and these Bylaws.
ARTICLE VII
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MEETING OF DIRECTORS
- An annual meeting of the Board of Directors shall be held
immediately after, and at the same time as, the annual meeting of
members.
- Regular meetings of the Board of Directors shall be held
immediately after, and at the same time as, the annual meeting of
members.
- Special meetings of the Board of Directors shall be held when
called by an officer of the Association or by any two (2) Directors.
- Notice of regular or special meetings of the Board shall be
given to each Director, personally or by mail, telephone or
telegram, at least two (2) days prior to
the day named
for such meeting, which notice shall state the time and
place of the meeting and, as to special meetings, the purpose of the
meeting, unless such notice is waived or if purpose of meeting is
deemed an emergency. Notice of regular meetings is
to be posted in a conspicuous place forty-eight (48) hours prior
to the meeting.
- Meetings of the Board of Directors and
any budget committee
thereof, at which a quorum of the members of the Board of
committee are present, shall be open to all
members of the Association. Members shall have the right
to participate in meetings of the Board of Directors or budget
committee with reference to
all agenda items.
However, the Association may adopt reasonable rules governing the
frequency, duration and manner of member participation.
Notice of such meetings
shall be posted in a conspicuous place
on the property at least forty-eight (48) hours in advance,
except in an emergency. If assessments will be considered by the
Board of Directors at a meeting, the notice of that meeting must
describe the nature of the proposed assessment. The notice for Board
meetings at which non-emergency special assessments are to be
discussed; and Board meetings at which rules regarding unit use will
be considered, shall be mailed or delivered to the members and
posted in a conspicuous place on the property not less than fourteen
(14) days prior to the meeting. Notice of the meeting of the Board
of Directors at which the annual budget will be considered shall be
mailed or delivered to each
member at least thirty (30) days prior to the meeting,
and the notice will include a copy of the proposed budget.
- The transaction of any business at any meeting of the Board of
Directors, however called and noticed, or wherever held, and any
Board action taken in lieu of a meeting, shall be as valid as though
made at a meeting duly held after regular call and notice, provided
that, either before or after the meeting or the effective date of
the action taken, each of the Directors not present sign a written
waiver of notice and consent to the action taken in lieu of a
meeting. All such waivers, consents, or
approvals shall be filed with the corporate minutes.
ARTICLE VIII
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OFFICERS
- The officers of the Association shall be a President, a
Vice-President, a Secretary, and a Treasurer, and such other
officers as may be elected in accordance with the Articles of
Incorporation. The President shall be a member of the Board of
Directors.
- All of the officers of the Association shall be elected by the
Board of Directors at the annual meeting of the Board of Directors.
If the election of such officers is not held at such meeting, such
election shall be held as soon thereafter as may be convenient. New
offices may be created and filled at any meeting of the Board of
Directors. Each officer shall hold office until his successor shall
have been duly elected and qualified, or until his earlier death,
resignation, or removal.
- A vacancy in any office because of death, resignation, or other
termination of service may be filled by the Board of Directors for
the unexpired portion of the term.
- All officers shall hold office at the pleasure of the Board of
Directors; except that if an officer is removed by the Board, such
removal shall be in accordance with the contract rights, if any, of
the officer so removed.
- The President shall preside at all meetings of the Board of
Directors, shall see that orders and resolutions of the Board of
Directors are carried out, and shall sign all leases, mortgages,
deeds, and all other written instruments affecting the Association
property.
- The Vice President, or the Vice-President so designated by the
Board of Directors if there is more than one (1) Vice-President
shall perform all of the duties of the President in his absence. The
Vice-President(s) shall perform such other acts and duties as may be
assigned by the Board of Directors.
- The Secretary or duly appointed agent shall be ex officio the
Secretary of the Board of Directors and shall record the votes and
keep the minutes of all proceedings in a book to be kept for that
purpose. He shall keep the records of the Association. He shall
record in a book kept for that purpose the names of all of the
members of the Association together with their addresses as
registered by such members.
- The Treasurer or duly appointed agent shall receive and deposit
inappropriate bank accounts all monies of the Association and shall
disburse such funds as may be directed by resolution of the Board of
Directors; provided, however, that a resolution of the Board of
Directors shall not be necessary for disbursement made in the
ordinary course of business conducted within the limits of a budget
adopted by the Board. The Treasurer, or his duly appointed agent,
shall keep proper books of account and shall prepare an annual
budget, a statement of receipts and disbursements, and a balance
sheet, and the same shall be available for inspection upon
reasonable request of a member.
- The salaries, if any, of the officers of the Association shall
be set forth by the Board of Directors.
ARTICLE IX
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FISCAL MANAGEMENT
The provisions for fiscal management of the Association, as set forth
in the Restrictions and Articles of Incorporation, shall be supplemented
by the following provisions:
- The fiscal year of the Association shall be the calendar year.
- The Board of Directors shall adopt a budget for each fiscal year
at least forty-five (45) days prior to the end of the fiscal year
for the ensuing year, which shall contain estimates of the cost of
performing the functions of the Association, and shall levy an
annual assessment based thereon against each lot subject to
assessment which shall be paid monthly or quarterly as designated by
the Board of Directors. The adoption of a budget shall not, however,
be construed as restricting the right of the Board of Directors, at
any time in their sole discretion, to levy any additional or special
assessment in the event that the budget originally adopted shall
appear to be insufficient to pay costs and expenses of operation,
maintenance, and management; in the event of emergencies; or in the
event the Association’s reserves are insufficient to cover
expenditures for capital improvements or replacements.
- Notice of the annual assessment levied against each lot,
together with a copy of the budget as adopted by the Board of
Directors, shall be transmitted to each member on or before December
15 of the year prior to the fiscal year for which the budget is
made. The annual assessment shall be payable in monthly or quarterly
installments in advance during the fiscal year.
- No loans shall be contracted on behalf of the Association and no
evidences of indebtedness shall be issued in its name unless
authorized by a resolution of the Board of Directors. The Board may
authorize the pledge and assignment of nay regular or special
assessment and the lien rights of the Association as security for
the repayment of such loans.
- All checks, drafts, or other orders for payment of money, notes,
or other evidences of indebtedness issued in the name of the
Association shall be signed by such officer or officers, agent or
agents, of the Association and in such manner as shall from time to
time be determined by resolution of the Board of Directors.
- All funds of the Association not otherwise employed shall be
deposited from time to time to the credit of the Association in such
savings and loans associations, banks, trust companies or other
depositories as the Board of Directors may select.
- Fidelity bonds may be required by the Board of Directors from
all officers and employees of the Association and from any person
handling or responsible for Association funds. The amount of such
bonds shall be determined by the Directors. The premiums on such
bonds shall be paid by the Association and shall be a common expense
of the Association.
ARTICLE X
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OFFICIAL SEAL
The Association shall have an official seal, which shall be in
circular form bearing the name of the Association, the word "Florida",
the words "Corporation Not For Profit:, and the year of incorporation.
An impression of such official seal is set for to the right hereof:
ARTICLE XI
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BOOKS AND RECORDS
The books, record, and other papers of the Association
shall be available at the Association’s office
and subject to the inspection of any of the Association members
during regular business hours. A request to inspect said records must be
in writing and the Association
shall comply with the request within five (5)
working days. Reasonable rules
governing the frequency, duration and procedures of such inspections may
be adopted by the Board of Directors.
ARTICLE XII
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AMENDMENTS
These Bylaws may be altered, amended, or
repealed by a majority vote
(editorial . . . 23 people)
of the members present at a
duly constituted meeting (editorial . .
. 45 people) of the membership provided that the proposed
alteration, amendment, or repeal is contained in the notice of
such meeting. No amendment affecting Declarant shall be effective
without the written consent of Declarant.
It is further agreed to by the parties herein and it is the full
intention of Declarant and any lot owners at Willow Greens, that
Declarant has complete authority to unilaterally amend, change, revoke,
add, modify, or otherwise improve and refine these documents as the
developer deems necessary and appropriate at Declarant’s sole
discretion.
The foregoing were adopted as Bylaws of the Willow Green Homeowners
Association of Pinellas, Inc., a Corporation Not For Profit under the
law of the State of Florida, on the 24th day of July, 1996.
Keith E. Bass as President
Francine Vaux as Secretary
STATE OF FLORIDA )
COUNTY OF PINELLAS )
The foregoing instrument was acknowledged before me this 24th
day of July, 1996 by Keith E. Bass and Francine Vaux of the Willow
Greens Homeowners Association of Pinellas, Inc., a Florida Corporation
Not for Profit, on behalf of the corporation. They took and oath,
executing the foregoing instrument, and they acknowledged executing the
same voluntarily under the authority duly vested in them by said
corporation. If no type of identification is indicated, the above named
persons are personally known to me.
Frank M. Randazzo
Notary Public
State of Florida at Large
(Though this is a verified copy
of the original document, minus some hand written information, this is a
typed copy of the By-Laws not intended to replace or interpret the
original document recorded)
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