WHEREAS, the Board of directors has solicited, heard and considered resident input regarding the proposed amendments; and
WHEREAS, these Amended and Restated Bylaws of Seminole Woods Community Association, Inc., were unanimously approved by the Board of Directors at its meeting on November 14, 1995;
NOW THEREFORE, it is declared that the original Bylaws of the corporation are hereby deleted in their entirety and replaced with the following:
Section 1. NAME: The name of the Corporation is "SEMINOLE WOODS COMMUNITY ASSOCIATION, INC." (hereinafter referred to as the "Association").
Section 2. PRINCIPAL OFFICE: The principal office of the Association shall be at such place as may be designated by the Board of Directors of the Association.
Section 3. SEAL: The seal of the Association shall bear the name of the Association, the year of its organization, the word "Florida" and the words "Corporation Not For Profit". Said seal may be used by causing it or a facsimile thereof to be impressed, printed, reproduced or otherwise affixed.
Section 4. DEFINITIONS: As used herein, the following words and terms (unless context clearly indicates otherwise) shall have the following meanings:
B. "Association" shall mean and refer to Seminole Woods Community Association, Inc.
C. "Association Documents" shall mean and refer to (collectively) the articles, Bylaws, Declaration and Rules and Regulations as defined herein.
D. "Bylaws" shall mean and refer to these Amended and Restated Bylaws of Seminole Woods Community Association, inc., as same may be amended from time to time.
E. "Common areas and facilities" shall mean and refer to real property owned by the Association including, but not limited to, the roadways, park site, utility site and related facilities and shall also include real property over which the Association holds an easement including, but not limited to, the equestrian trails, all as more particularly set forth in the Declaration and the exhibits thereto.
F. "Community" shall mean and refer to the development known as Seminole Woods as described in and restricted by the Declaration.
G. "Declaration" shall mean and refer to the Declaration of Restrictions dated September 11, 1978, and recorded at Official Records Book 1187, Page 603, Public Records of Seminole County, Florida, as same may be amended from time to time.
H. "Homesite" shall mean and refer to the residential parcels numbered 1 through 262 on the survey of Seminole Woods as described in and restricted by the Declaration.
I. "member" shall mean and refer to the members of the Association as defined in Article IV hereof.
J. "Rules and Regulations" shall mean and refer to the rules governing the use of the common areas and facilities as may be promulgated by the Board of Directors from time to time.
K. "Statute" or "statutes" shall mean and refer to Chapter 617, Florida statutes, as same may be amended from time to time.
L. "voting membership" shall mean and refer to all the members of the Association who are eligible to vote as provided in Article IV hereof.
Section 1. NUMBER AND TERM: The Association shall be governed by a Board of Directors consisting of five (5) or seven (7) persons who must be members. The number of members constituting the Board of Directors may be changed within the limits set forth herein by a majority vote of the members entitled to vote and voting in person or by proxy at an annual meeting provided that such proposed change shall be included in the notice and proxy for such annual meeting. Directors shall be elected to staggered three (3) year terms by a plurality of votes cast by the members entitled to vote and voting in person or by proxy at the annual meetings.
Section 2. NOMINATING COMMITTEE: Nomination for election to the Board of Directors shall be made by a Nominating Committee which shall consist of at least three members, one of whom shall be a member of the Board. The Nominating Committee shall be appointed by the Board at least ninety (90) days prior to the annual meeting and shall serve until the close of that meeting. Nominations will be closed sixty (60) days prior to the annual meeting; however, a member may nominate himself from the floor at the annual meeting. The Nominating Committee shall be responsible for the safekeeping of proxies and for tabulating the votes at the annual meeting.
Section 3. VACANCY AND REPLACEMENT: If the office of any director becomes vacant by reason of death, resignation, retirement, disqualification, removal from office or otherwise, or in the event new positions are created in accordance with Section 1 above, the Board of Directors shall, within sixty (60) days of such vacancy, appoint a member to fill the position. Any director so appointed shall only serve until the next regular election of directors, and care shall be taken at such election to maintain the integrity of the staggered term system.
Section 4. REMOVAL: Any director may be removed from the Board, with or without cause, by a majority vote of the members of the Association.
Section 5. POWERS: The property and business of the Association shall be managed by the Board of Directors which may exercise all corporate powers not specifically prohibited by statute or the Association Documents. The powers of the Board of Directors shall specifically include, but not be limited to, the following:
B. To adopt, publish and amend rules and regulations governing the use of the common areas and facilities and the personal conduct of the members and their guests thereon, and to establish penalties for the infraction thereof;
C. To suspend the right of a member, his tenants, guests and invitees to use the common areas and facilities during any period in which such member shall be in default in the payment of any assessment or charge levied by the Association. After notice and opportunity for hearing as required by statute, such use rights may also be suspended for up to sixty (60) days and a fine imposed for each infraction of the Association Documents;
D. To enter into and upon the homesites, parcels and building sites when necessary, and with as little inconvenience to the owners as possible, in connection with the performance of the functions of the Association;
E. To foreclose the lien against any property for which assessments are not paid within sixty (60) days after due date or to bring an action at law against the owner personally obligated to pay the same, or both;
F. To employ such personnel as may be necessary or incidental in order to carry out the purposes and functions of the Association;
G. To enter into such contracted and bind the Association thereby as the Board of Directors may deem reasonable in order to carry out the powers and functions of the Board of Directors;
H. To make reasonable rules and regulations for the collection of annual assessments, special assessments and user fees and for the operation of the Association; and
I. To create an Architectural Review Committee and appoint members thereof whose function shall be to review plans for all proposed building, construction, planting or similar improvements to property within Seminole Woods and to assure that all aspects of the Association Documents are fully complied with.
Section 6. DUTIES: It shall be the duty of the Board of Directors to:
B. Supervise all officers, agents and employees of the Association and see that their duties are properly performed;
C. As more fully provided in the Declaration, to fix the amount of the annual assessment against each homesite and send written notice of the assessment to members at least thirty (30) days in advance of each annual assessment period;
D. Issue, or cause to be issued, upon demand by any member liable for an assessment, a certificate in writing signed by an officer of the Association setting forth whether or not said assessment has been paid. A reasonable charge may be made by the Board for the issuance of these certificates. Such certificate shall be prima facie evidence of payment of any assessment therein stated to have been paid;
E. Procure and maintain adequate liability and hazard insurance on the common areas and facilities;
F. Cause all officers or employees having fiscal responsibilities to be bonded, as it may deem appropriate; and
G. Cause the common areas and facilities to be maintained.
Section 7. COMPENSATION: directors and officers shall not receive compensation for their services as such but may, at the discretion of the Board of Directors, receive reimbursement for "out-of-pocket" expenses incurred in the actual performance of their duties.
Section 8. BOARD MEETINGS:
A. The first meeting of each newly-elected Board of Directors shall be held immediately upon the adjournment of the annual meeting at which they were elected, provided a quorum of directors shall then be present, or as soon thereafter as may be practicable.
B. Regular Board meetings may be held at such time and at such place as shall from time to time be determined by the board.
C. Special Board meetings shall be held whenever called by the President or by a majority of the Board of Directors or by a majority of the voting membership.
D. Notice of all Board meetings shall be posted in a conspicuous place in the community as required by statute. However, posting of notice is not required if the date, time and place of the meeting has been previously published and provided to the membership. notice of a special Board meeting, and notice of the Board meeting at which the budget is to be adopted, shall include the purpose(s) of such meeting.
E. At all meetings of the Board of Directors, a majority of the Board shall constitute a quorum for the transaction of business and the act of the majority of the directors present at any meeting at which there is a quorum shall be the act of the Board of Directors, except as may be otherwise specifically provided by statute or by the Articles.
F. Unless otherwise restricted by statute, the Articles or these Bylaws, members of the Board of Directors or of any committee thereof may participate in a meeting of such Board or committee by means of conference telephone or similar communications equipment by means of which all persons participating in such meeting can hear each other, and such participation shall constitute present in person at such meeting.
Section 9. COMMITTEES: The Board of Directors may, by resolution adopted by a majority of the Board, designate such committees as it may deem advisable. Each such committee shall have such authority as shall be specified in the resolution designating such committee. The Board of Directors shall have the power at any time to remove any member of any such committee or committees, with or without cause, and to fill vacancies in and to dissolve such committee or committees. Each committee designated by the Board of Directors shall keep regular minutes of its meetings and shall report the same to the Board when required. Notice of committee meetings shall be provided as required by statute. The designation of any committee and the delegation thereto of authority shall not operate to relieve the Board of Directors, or any member thereof, of any responsibility imposed by law.
Section 1. ELECTION OF OFFICERS: The officers of the Association shall be a President, a Vice President, a Secretary and a Treasurer, all of whom shall be elected by the Board of Directors at the first meeting of the Board following the annual meeting. The Board of Directors may appoint such other officers and agents as it shall deem necessary who shall hold their offices for such terms and shall exercise such powers and perform such duties as shall be determined from time to time by the board. Officers must be members of the Association.
Section 2. TERM OF OFFICE: All officers of the Association shall hold office until their successors are elected and qualified. Any officer elected or appointed by the Board of Directors may be removed at any time, with or without cause, by the affirmative vote of the majority of the Board of Directors. Any officers of the Association may resign at any time by giving written notice to the Association and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. Any vacancy occurring in any office of the Association shall be filled by the board of Directors.
Section 3. THE PRESIDENT: The president of the Association shall:
B. Execute bonds, mortgages, contracts and other instruments requiring a seal, under the seal of the Association, except where required or permitted by the statute to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the Board of Directors to some other officer or agent of the Association;
C. See that all orders and resolutions of the Board of Directors are carried into effect;
D. Have general superintendence and direction of all the other officers of the Association and shall see to the best of his ability that their duties are performed properly;
E. Be an ex-officio member of all committees; and
F. Have the general powers and duties of supervision and management usually vested in the office of the president of a corporation.
Section 4. THE VICE PRESIDENT: The Vice President shall be vested with all powers and duties required to perform the duties of the President in his absence, and such other duties as may be prescribed by the President or the Board of Directors.
Section 5. THE SECRETARY: The Secretary of the Association shall:
B. See that all notices are duly given in accordance with the Association Documents or as required by statute;
C. Be the custodian of the corporate records and of the seal of the Association and shall see that the seal of the Association is affixed to all documents requiring said seal the execution of which is duly authorized by the board;
D. Keep a register of the name and current mailing address of each member;
E. maintain the Official Records of the Association as prescribed by statute, except the financial records which shall be maintained by the Treasurer; and
F. Perform all duties incident to the office of secretary and such other duties as from time to time may be prescribed by the President or the Board of Directors.
Section 6. THE TREASURER: The Treasurer of the Association, or a Certified Public Accountant or licensed Community Association Manager approved by the Board and supervised by the Treasurer, shall:
B. Keep complete and accurate accounts of receipts and disbursements and such other financial records as required by statute;
C. Prepare, or cause to be prepared, the annual budget, annual financial report, and such other reports as may be required by statute or by the Association Documents;
D. Perform all duties incident to the office of treasurer and such other duties as from time to time may be prescribed by the President or the Board of Directors.
Section 1. MEMBERS: Every person or entity who is an owner of record of a fee or undivided fee interest in any Seminole Woods homesite which is subject to the Declaration shall be a member. Any person or entity who holds any interest in a Seminole Woods homesite merely as security for the performance of an obligation shall not be a member. Membership shall be appurtenant to and may not be separated from ownership of a Seminole Woods homesite.
Section 2. VOTING RIGHTS: Each member shall be entitled to one (1) vote in the affairs of the Association for each homesite owned by said member. In the event a homesite is owned by more than one person or entity, the membership relating thereto shall nevertheless have only one (1) vote which shall be exercised by the owner or person designated by the owners as the one entitled to vote. Unless otherwise provided in the Association Documents or statutes, all matters may be decided by a majority vote of the members entitled to vote and voting in person or by proxy at a meeting duly authorized, called and held.
Section 1. ANNUAL MEETING: Annual meetings of the members shall be held in January at a place, date and time to be established by the Board of Directors. The Secretary shall cause written notice of each annual meeting to be given to each member at least thirty (30) days but not more than sixty (60) days, before the date of the meeting, At all annual meetings of the members, the membership shall elect a Board of Directors and may transact such other business as may properly come before the meeting. Any member wishing to put an issue to a vote of the membership at the annual meeting shall present to the Board before November 1 a written request which sets forth the proposal and which is signed by at least ten percent (10%) of the voting membership.
Section 2. SPECIAL MEETINGS: Special meetings of the members may be called by the President, by a majority of the Board of Directors, or by written request of ten percent (10%) of the voting membership. Such requests shall state the purpose or purposes of the proposed meeting. The Secretary shall cause written notice of the special meeting, which shall include the purpose(s) thereof, to be given to each member at least fifteen (15) days before the date of the meeting.
Section 3. NOTICE: Any notice required hereunder shall be in writing and delivered personally or mailed to the members at their addresses appearing on the books of the Association and shall also be posted in a conspicuous place in the community if required by statute. Notice by mail shall be deemed to be given at the time when same shall be deposited in the U.S. Mails with sufficient postage prepaid thereon to carry it to its destination. The attendance of any member in person or by proxy at a meeting shall constitute a waiver of notice of such meeting, except when the person attends the meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business on the grounds that the meeting is not lawfully convened.
Section 4. QUORUM: The presence in person or by proxy of thirty percent (30%) of the voting membership shall constitute a quorum.
Section 5. PROXIES: At all meetings of members, any member eligible to vote may do so in person or by proxy. Proxies must state the date, time and place of the meeting for which given and shall only be effective for that meeting and any lawful adjournments thereof. Proxies may be general (authorizing specific votes on specific matters) and are revocable at any time. Proxies must be dated and signed by the member giving the proxy and filed with the Secretary. General proxies and limited proxies may be used to establish a quorum.
As more fully provided in the Declaration, each Owner is obligated to pay to the Association annual and special assessments which are secured by a continuing lien upon the property against which the assessment is made. Any assessments which are not paid when due shall be delinquent. If the assessment is not paid within sixty (60) days after the due date, the assessment shall bear interest from the date of delinquency at the highest rate allowed by Florida law, and the Association may bring an action at law against the Owner personally obligated to pay the same or foreclose the lien against the property, or both, and interest, costs, and reasonable attorney's fees of any such action shall be added to the amount of such delinquency. No Owner may waive or otherwise escape liability for the assessments provided for herein by nonuse of the common areas and facilities or abandonment of his homesite. All amounts owned the Association in accordance with these Bylaws shall include such reasonable collection expenses, court costs, and attorneys' fees as may be expended in the collection of any of such amounts.
Section 1. BUDGET: Prior to the close of the fiscal year, the Board of Directors shall prepare, or cause to be prepared, and adopt an annual budget for the upcoming year. The budget shall reflect the projected surplus or deficit expected at the end of the current year and estimated revenues and expenses, including reserve funding, for the budget year. The budget shall also show the proportionate share of the total estimated expenses to be assessed against each Homesite. The Association shall provide each member with a copy of the adopted budget prior to January 1st of each year.
Section 2. FISCAL YEAR: The Association shall operate under the calendar year beginning on the first day of January and ending on the 31st day of December of each year. The Board of Directors is expressly authorized to change from a calendar year basis to that of a fiscal year basis whenever deemed expedient for the best interests of the Association.
Section 3. CHECKS: All checks or demands for money and notes of the Association shall be signed by any one of the following officers: President, Vice President, Secretary or Treasurer or by such officer or such other person or persons as the Board of Directors may from time to time designate.
Section 4. FINANCIAL REPORT: The Treasurer shall prepare, or cause to be prepared, an annual financial report within 60 days after the close of the fiscal year. The financial report must show the beginning and ending cash balances of the Association and the amount of receipts and expenditures by classification. The Association shall provide each member with a copy of the annual financial report.
Section 5. OFFICIAL RECORDS: The Association shall maintain such Official Records as are prescribed by statute and shall make them available to members for inspection and photocopying within 10 business days of written request therefore.
Section 1. OWNERSHIP: The Association shall own and maintain the central water utility site and related facilities which will serve the Seminole Woods community. Pursuant to the certain agreement between the developer and Seminole County dated August 23, 1978, Seminole County has been granted an option to purchase said utility site and facility at such time as it deems such a purchase beneficial to the residents of Seminole County. Said agreement is binding on the Association and the Association, in the event said option is exercised, shall perform all acts necessary to convey the water utility site and all related facilities as are owned by the Association and all acts necessary to effect the transfer of control and maintenance to the County.
Section 2. MAINTENANCE: The Association shall maintain and operate the central water facilities until such time as the County has assumed control and maintenance as set forth in Section 1 of this Article. The cost of operating the central water facilities shall be paid primarily by the collection of connection fees and user fees, the amounts of which shall be determined by the Board of Directors in the form of utility rates and shall be collected form those Homesite owners actually using the facility. In the event that said user fees are inadequate to cover the cost of operation and maintenance, the Association shall supplement same as is necessary out of the general maintenance fee assessed against all members.
Section 3. RESERVE: The Association shall include a reasonable amount in each annual budget to be deposited into a reserve fund for future major expenditures in connection with its maintenance and operation of the central water facility.
Section 1. MEMBERSHIP AND RESPONSIBILITY: Members of the Association who own a homesite upon which is located a lake or conservation area are responsible for the maintenance thereof, except to the extent such lake or conservation area is maintained by the Association for drainage purposes. When a lake or conservation area is located on more than one homesite, the members of the Association who are owners thereof shall share the maintenance responsibility for the lake or conservation area, and each group of Association members who share such maintenance responsibility for a particular lake or conservation area shall constitute a Sub-Association. Each Sub-Association, by a majority vote of its members, may establish its own rules and procedures and determine what, if any, maintenance will be performed on the lake or conservation area for which it has responsibility.
Section 2. SUB-ASSOCIATION MAINTENANCE FEES: In the event a Sub-Association determines to spend money from time to time to maintain a lake area or conservation area, all members of the Sub-Association shall be obligated to pay an equal pro rata share of the maintenance cost which shall be collectible by the Sub-Association.
These Bylaws may be altered, amended or rescinded, unless otherwise provided herein, by the Board of Directors or the voting members, at any duly called meeting of the Board of Directors or of the members, if notice of such alteration, amendment, or rescission be contained in the notice of such meeting.
Section 1. CONSTRUCTION: Wherever the masculine singular form of the pronoun is used in these Bylaws, it shall be construed to mean the masculine, feminine, or neuter, singular or plural, wherever the context so requires.
Section 2. INVALIDITY: If any Bylaw, or part thereof, shall be judged invalid, the same shall not affect the validity of any other bylaw or part thereof.
Section 3. CONFLICT: In the event of any conflict between the Bylaws and the Articles, the Articles shall control and, in the event of any conflict between the Bylaws and the Declaration, the Declaration shall control.