BY-LAWS OF THE EMERALD POINT HOMEOWNERS ASSOCIATION, INC. A CORPORATION NOT-FOR-PROFIT

Transcription

1 BY-LAWS OF THE EMERALD POINT HOMEOWNERS ASSOCIATION, INC. A CORPORATION NOT-FOR-PROFIT The following are the By-laws of the Emerald Pointe Home Owners Association, Inc., a corporation not-for-profit organized under the laws of the state of Florida, which Bylaws which have been duly adopted by the initial Board of Directors of the Association. MEETINGS: The annual membership meeting shall be held annually on a date decided on by the Board of Directors of the Corporation, and the Board of Directors shall give reasonable notice of not less than fourteen days of such meeting to the members. Said meeting shall take place in Okaloosa County, Florida, and the annual meeting is for the purpose of electing directors and transacting any other business authorized to be transacted by the members. SPECIAL MEETINGS: Special meetings of the members may be held whenever called by the President or by a majority of the Board of Directors. Additionally, a majority of all the members of the Association, by written instrument, may direct the President or any member of the Board of Directors to call a special meeting of the members. Notice of such meeting shall be in writing mailed to each member at his address as it appears on the books of the Association, it being the duty of each member to provide the Association with a current and correct address. Notice of the meeting may be waived by members before or after such meetings. QUORUM: The quorum of membership meetings shall consist of a majority of the members of the Association entitled to cast votes. A quorum of and Directors meeting shall consist of a majority of the Board of Directors. MEMBERSHIP: Each owner of a lot in the subdivisions described in the Articles of Incorporation shall be eligible to become a member of this Association. Each owner of a lot agrees to abide by the Articles of Incorporation, By-laws, Rule & Regulations, deed reverter provisions and restrictive covenants for said subdivision and further agrees to pay any dues or assessments levied pursuant terms of said documents. VOTING RIGHTS: The voting rights of the members of the Association are: Each lot in said subdivisions shall be entitled to one vote. An owner or owners may designate that the occupant of a home may participate in the meeting of the Association and act for and in lieu of the owner of the lot in all manners applicable to the Association, provided that the occupant of the home is in possession of a Power of Attorney executed by the owner of the lot, except that no such occupant be entitled to cast a vote for the owner of the lot unless the occupant is also in possession of a valid proxy for the meeting in question executed by the owner of the lot. However, no owner of qualified occupant shall be entitled to vote, either in person or by proxy, unless such person has paid all of his dues and other charges or assessments applicable to the lot in question as shown by the books of the Association on the date of the meeting in question. However, delinquent owners shall not be counted to establish quorum requirements but will be counted if present in person or by proxy to establish a quorum at any meeting. ANNUAL CHARGES AND ASSESSMENTS:

2 The Board of Directors shall adopt an annual budget for the Association within sixty days after the annual membership meeting and shall transmit a copy of said budget to each of the members of the Association. The budget shall provide for a description of line item expenses which shall include, but not be limited to, all expenses to maintain and improve the property and for general administrative expenses, such as certified mailings, photocopy charges and other reasonable and necessary administrative expenses. The revenues of the Association shall be used to pay the annual expenses of the Association, and any excess funds after said expenses have been paid shall be carried over on the subsequent year s budget, to be applied to that year s budgeted expenses. The revenues of the Association shall, in each year, be sufficient to maintain and operate, in neat and good order, and to pay all taxes, assessments, and expenses payable with respect to the maintenance and operation of the Association and any property that may be owned by the Association. No assessment for improvements to Association property of for purchase of Association property exceeding $ in any fiscal year shall be made unless approved by 2/3 of all the members. The annual charges and assessments, including any special assessment which may be authorized by the Board of Directors, shall become due and payable at such time as the Board may determine. If said assessments or charges are not paid when due, these, together with 18% interest, reasonable attorney s fees and costs of collection, shall become a lien on the delinquent lot, and shall become a continuing lien upon the property against which the assessment was made. The charges and assessments shall also be the personal obligation of the owners of the lot, jointly and severally, at the time the charges and assessments become due. Members who are six (6) months delinquent may be dropped from membership after ten (10) days written notice. MANAGEMENT OF THE AFFAIRS OF THE ASSOCIATION: The Association shall be managed by a Board of Directors which shall meet at the dates, times and places as may be agreed upon by a majority of the Board. Although notice of a directors meeting may be waived, either before or after said meeting, by a director, each director is entitled to at least 2 days notice of such meeting. A quorum at a directors meeting shall consist of a majority of the Board. Directors may not take action by proxy. Except for the initial Board, a director must be an owner of a lot in the subdivision and must be a member of the Association. If a director is not current on the payment of his assessments he can be immediately removed by a majority vote of the other directors. Members of the Association are entitled to attend all meetings of the Board of Directors but shall be entitled to actively participate in said meeting only with the consent of a majority of the Board of Directors present at the meeting. It shall be the member s responsibility to contact a member of the Board of Directors to determine when a meeting of the Board of Directors is scheduled, and the Board need give no further notice of its meetings to the members.

3 POWERS AND DUTIES OF THE BOARD: All the powers and duties of this Association existing under the Articles of Incorporation and these By-laws, shall be exercised exclusively by the Board of Directors, or its designated agents, subject to approval by members when such is specifically required by the Articles of Incorporation or these By-laws. The Association, through its Board of Directors, shall have the right, but not the exclusive right, to enforce the restrictive covenants applicable to the subdivision described in the Articles of Incorporation in any manner it deems appropriate, including but not limited to the hiring of legal counsel and the filing of court action. Officers: The officers of the Association shall be elected annually by a majority of the Board of Directors within a reasonable time after the election of the Board of Directors, and such officers shall serve at the pleasure of the Board. The initial officers of the Association need not be members of the Association nor members of the Board of Directors. The Board of Directors may elect such other officers then those described in the Articles of Incorporation as may be needed to manage the affairs of the Association. PRESIDENT: The President shall have all of the powers and duties which are usually vested in the office of the president of a corporation, including the power to appoint committee persons and to carry out the directions of the Board. SECRETARY: The Secretary shall keep the minutes of all proceedings of the Directors all membership meeting. The minutes need only include the fact of the establishment of a quorum at a meeting, the motions and results of any vote upon said motions, and the result of any elections of Directors and Officers, and such other matters as the Board specifically directs. The Secretary shall keep the records of the Association and shall be responsible for giving and serving notices to the members of directors when applicable. TREASURER: The Treasurer shall have the custody of all property of the Association, and shall keep the financial books of the Association. The Board of Directors shall designate the person or persons who are authorized to sign on the checking accounts of the Association. AMENDMENTS: These By-laws may be amended as provided for in the Articles of Incorporation. RULES & REGULATIONS: The Board of Directors may make such rules and regulations as are reasonable, giving owners notice of such rules or regulations by regular mail at addresses shown in the records of the Association. The Board may enforce the rules and regulations and any other provisions of the Articles of Incorporation or By-laws in any manner provided by law, including but not limited to an action for injunctive relief. GENERAL POWERS OF THE ASSOCIATION: The Association shall exercise such powers in the furtherance of its purpose as are set forth in its Articles and By-laws. In no event shall any funds received be paid to a member, director or officer of this Association in payment for or by virtue of their holding said office or being a member. Nothing shall prohibit funds being paid to any person provided the Association receives goods or services in exchange, therefore, ex-

4 cept that Officers and Directors are not entitled to compensation for their services as Officers or Directors. SUBORDINATION OF ASSESSMENT LIENS: The lien of any charge or assessment provided for herein shall be subordinate to the lien of any first mortgage on the lots in said subdivisions. Sale or transfer of any lot shall not affect the validity of the assessment lien. However, the sale or transfer of any lot pursuant to first mortgage foreclosure proceedings or in proceedings in lieu thereof, shall extinguish the lien for such assessments as to payments which becomes due prior to such sale or transfer. However, the owner or owners of any such lot shall remain jointly and severally personally liable for the payment of said charges. PROHIBITED ASSESSMENTS: No assessment shall be made against nor shall any lien be effective against nor placed upon any lot or lots in the subdivision owned by H. H. CARNATHAN and Co., Inc. This section may not be amended, deleted or expanded upon without the written consent of H.H. Carnathan and Co., Inc., its successors or assigns. However, should the revenues of the Association be insufficient in any given year to pay the reasonable expenses of the Association, after funds have been collected from lots not owned by the above referenced person or entity, said person or entity may elect to pay sums necessary to pay the excess of said reasonable expenses, or may elect to pay its pro rata share per lot of the assessment. ASSOCIATION S OBLIGATIONS: The Association shall do all things necessary to maintain its property and pay all obligations related thereto when due. The Association shall do all things reasonably necessary to comply with the conditions contained in the deed to the property. AMENDMENTS OF BY-LAWS BY INITIAL BOARD OF DIRECTORS: Notwithstanding anything contained herein or in the Articles of Incorporation to the contrary, the initial Board of Directors may amend these By-laws upon majority vote without advanced notice to the members. Adopted this day of, 1989 by the Board of Directors H. H. CARNATHAN AMENDMENTS: NEW OR LAPSED MEMBERS: Members whose membership has lapsed (or homeowners who have never joined EPHA) will be eligible to re-join (or join) by paying for those months overdue, and then continue to pay monthly or yearly. If more than 6 months overdue, the homeowner may rejoin (or join) by paying $60.00 ($60.00 represents one half a year s dues. As of October 2006, the Annual dues will be $200.00, so the half year due would be $ ), then pay monthly or yearly. approved April 5, 1997 WYNNHAVEN BEACH ROAD HOMWOWNERS: Those homeowners living on Wynnhaven Beach Road, though legally not in Emerald Pointe Subdivi-

5 sion, may become special members of the EPHA by paying current dues, either monthly or annually. approved April 5, 1997 RENTERS: A new category of membership shall be established for renters in homes where the homeowner is not a member of EPHA. The renter shall pay the current dues, either monthly or annually, for the same privileges as a homeowner, EXCEPT that the renter will not be allowed to vote. approved April 5, 1997 LOT OWNERS: Lot owners who have not yet built on the lot may join for the amount homeowners pay for insurance, lights, taxes and sprinkler costs per year until they build (in 1997 this amounted to $36 per year). approved April 5, 1997 COVENANT COMMITTEE: The EPHA Board may appoint a non-board committee which will be responsible for trying to alleviate covenant-compliance problems in the subdivision. approved April 5, 1997 MSBU COMMITTEE: Re-establishment of a MSBU committee was approved. approved September 19, 1998 TENANT VOTING: When the owner of a lot does not pay membership dues and the tenant pays in lieu of, then tenant shall be entitled to full rights of membership to include a voice in voting and/or being elected to the Board. The one exception to this shall be if the vote would involve an assessment to the property which would be paid by the owner. approved September 16, 2000.