BY-LAWS 
of  
FLORAL LAKES HOMEOWNERS ASSOCIATION, INC.

     A Corporation not for Profit under the laws of the State of Florida  

ARTICLE I
IDENTITY

These are the By-laws of the Floral Lakes Homeowners Association, Inc., hereafter called  "Association" in these by-laws, a corporation, not for profit, under the laws of the State of Florida.  The Articles of Incorporation of which were filed in the Office of the Secretary of State on the 6th day of September 1979. The Association has been organized for the purpose of owning and operating certain lands, and personal property located in Polk County, Florida, which lands and personal property are to be used in common by the members of the Floral Lakes Homeowners Association, Inc., which members shall all be lot owners at Floral Lakes. Such operation by the Association shall include the management of Floral Lakes in keeping with the terms and conditions as set forth in the "Declaration of Covenants, Conditions, Restrictions and Easements of Floral Lakes" (herein called the "Declaration"), and the enforcement of such covenants, conditions, restriction and easements. 

A. The office of the Association shall be at 2055 South Floral Avenue, Bartow, Florida. 

B. The fiscal year of the Association shall be the calendar year or such other fiscal year determined by the Board of Directors from time to time. 

C. The seal of the Association shall bear the name of the corporation, the word "Florida", the words "Corporation not for profit", the year of incorporation, an impression of which is as follows.

 

ARTICLE II
MEMBERS' MEETINGS

A. The annual Members' Meeting shall be held at such location as shall be designated in the notice of Meeting at 7:00p.m., Eastern Standard Time, on the first Monday in February of each year, for the purpose of electing directors and transacting any other business authorized to be transacted by the members; provided, however, that if that day is a legal holiday, the meeting shall be held at the same hour on the next day that is not a legal holiday.

B. Special Members' Meetings shall be held whenever called by the President or Vice President or by a majority of the Board of Directors, and must be called by such officers upon receipt of a written request from members entitled to cast one-third (1/3) of the votes of the entire membership.  

C. Notice of all Members' Meetings stating the time and place and the object for which the meeting is called shall be given by the President or Vice President or Secretary unless waived in writing by all of the members. Such notice shall be in writing to each member at his address as it appears on the books of the Association and shall be mailed not less than ten (10) days nor more than sixty (60) days prior to the date of the meeting. Proof of such mailing shall be given by the affidavit of the person giving the notice. 

D. A quorum at Members' Meetings shall consist of persons entitled to cast a majority of the votes of the entire membership. The acts approved by a majority of the votes present at a meeting at which a quorum is present shall constitute the acts of the members, except when approval by a greater number of members is required by the Articles of Incorporation, or these by-laws.   

E. Voting. In any Membersí Meeting the owner of each lot shall be entitled to cast one (1) vote as specified in the Articles of Incorporation.  If a lot is owned by one (1) person his right to vote shall be established by the record title to his lot. If any lot is owned by more than one (1) person, or is under lease, a certificate signed by all of the record owners of the lot and filed with the Secretary of the Association shall designate the person entitled to cast the vote for the lot. If a lot is owned by a corporation, the person entitled to cast the vote for the lot shall be designated by a certificate signed by the President or Vice-President and attested by the Secretary or Assistant Secretary of the Corporation and filed with the Secretary of the Association. Such certificates shall be valid until revoked or until superseded by a subsequent certificate or until a change in the ownership of the lot concerned. Any owner of a lot may revoke a Certificate designating the person entitled to cast the vote of a lot. If such a certificate is not on file, the vote of such owners shall not be considered in determining the requirement for a quorum or for any other purpose.

F. Proxies. Homeowners may not vote by general proxy, but may vote by limited proxy. Limited proxies and general proxies may be used to establish a quorum. Limited proxies may also be used for votes taken to amend the Articles of Incorporation or By-laws or for any matter that requires or permits a vote of the homeowners. Any proxy shall be effective only for the specific meeting for which originally given and any lawfully adjourned meeting thereof. A proxy is not valid for a period longer than ninety (90)days after the date of the first meeting for which it was given. A proxy is revocable at any time at the pleasure of the homeowner who executes it.     

G. Election: For election of members of the Board of Directors, homeowners shall vote in person at a Members' Meeting or by a ballot that the homeowners personally cast. 

H. Adjourned Meetings. If any Membersí Meeting cannot be organized because a quorum has not attended, the members who are present, either in person or by proxy, may adjourn the meeting from time to time until a quorum is present. 

I. The order of business at annual Members' Meetings, and as far as practical at other Members' Meetings, shall     be: 

         1. Election of Chairman of the meeting.
        
2. Calling of the roll and certifying of proxies.
        
3. Proof of notice of meeting or waiver of notice.
        
4. Reading and disposal of any minutes not previously approved.
        
5. Reports of officers.
        
6. Reports of committees.
        
7. Election of inspectors of elections.
        
8. Election of Directors.
        
9. Unfinished business.
       
10. New Business.
       
11. Adjournment.

J. Minutes of Membersí Meeting shall be posted on the Homeowners' bulletin board within ten (10) days of such meeting and shall be kept and preserved for a period of at least seven (7) years.

     

ARTICLE III
DIRECTORS
 

A. Membership. A board of nine (9) Directors shall manage the affairs of the Association. Four At-large Directors shall be elected by the entire membership of the Association. Five District Directors shall be elected. Only the members of the designated districts will elect each of these Directors and candidates for these directorships must be residents in the district they will represent.    

The five districts have the lot boundaries described below:  (See Map)

               District  1 -  Lots #1   through   #67

                            2 -  Lots #68  through #134

                            3 -  Lots #135 through #201

                            4 -  Lots #202 through #268

                            5 -  Lots #269 through #335 

B. Election of Directors shall be conducted in the following manner: Election of Directors shall be held at the Members' Meeting. A nominating committee of five (5) members, one member being a resident in each of   the five election districts, shall be appointed by the Board of Directors not less than forty-five (45) days prior to the annual members' meeting. The committee shall accept the names of any and all individuals who desire to run for a position on the Board of Directors.  The election shall be by ballot (unless dispensed with by unanimous consent) and by plurality of the votes cast, each person voting being entitled to cast his vote for a nominee to fill each of the vacant positions for which he is eligible to vote. There shall be no cumulative voting.  Nomination and Election of District Directors shall be conducted in the following manner:  

     1. A member of the nominating committee representing a district shall call for and hold a caucus of all members in his district for the purpose of selecting the names of nominees for the office of District Board of Director for that district. The nominating committee shall accept these names as their nominees when reporting to the membership.

      2. The names of nominees for District Director will appear on the ballots used by the residents of each respective district in the annual election. Each member may vote for two (2) nominees for the offices of At-large Director and for one (1) District Director to represent his own district.  

      3. Any vacancy occurring on the Board of Directors may be filled by the affirmative vote of a majority of the remaining Directors, even though the remaining Directors constitute less than a quorum, or by the sole remaining Director, as the case may be, or if the vacancy is not so filled or if no director remains, by the members, or on the application of any person, by the Circuit Court of Polk County. A Director elected or appointed to fill a vacancy shall be elected or appointed for the unexpired term of his predecessor in office.            

      4. Removal of Directors: A Director may be removed from office pursuant to procedures provided in the Articles of Incorporation or the By-laws, which shall provide the following, and if they do not do so, shall be deemed to include the following:

              a. Any member of the Board of Directors shall be removed from office with or without cause by the vote or agreement in writing by a majority of all 
                  votes of the membership.

              b. The notice of a Members' Meeting to recall a member or members of the Board of Directors shall state the specific Directors sought to be removed.

              c. A proposed removal of a Director at a meeting shall require a separate vote for each board member sought to be removed. Where removal is sought
                  by  written agreement, a separate agreement is required for each board member to be removed.

              d. If removal is effected at a meeting, any vacancies created thereby shall be filled by the members at the same meeting.

              e. Any Director removed from office shall turn over to the Board of Directors within seventy-two (72) hours any and all records of the corporation 
                  in his possession.

              f.  Any Director who is removed from the board shall not be eligible to stand for reelection until the next annual Members' Meeting.

              g.  If a Director who is removed shall not relinquish his office or turn over records as required order the Director to relinquish his office and 
                   turn over corporate records upon application of any member.   

C. Term of Directors' Service:  

      1. The term of service of each district director shall be for one year.

      2. The term of service for the at-large directors shall be two (2) years. 

D.  The Organizational Meeting of the newly elected Board of Directors shall be held within ten (10) days of their election at such place and time as shall be fixed by the directors at the meeting at which they were elected, and no further notice of the organizational meeting shall be necessary. The immediate past president will call the meeting.

E.  Regular Meetings of the Board of Directors may be held at such time and place as shall be determined, from time to time, by a majority of the Directors. Notice of regular meetings shall be given to each Director, personally or by mail, telephone or telegraph, at least three (3) days prior to the day named for such meeting. The notice shall be posted on the Floral Lakes Homeowners' Association bulletin board.  

F. Special Meetings of the Directors may be called by the president and must be called by the secretary at the written request of one-third (1/3) of the directors. Not less than three (3) days notice of the meeting shall be given personally or by mail, telephone or telegraph which notice shall state the time place and purpose of the meeting. The notice shall be posted on the Floral Lakes Homeowners' Association bulletin board.   

G.  Waiver of Notice.  Any Director may waive notice of a meeting before or after the meeting and such waiver shall be deemed equivalent to the giving of notice. 

H. A quorum at Directors' meetings shall consist of a majority of the entire Board of Directors.. The acts approved by a majority of those present shall constitute the acts of the Board of Directors, except when approval by a greater number of Directors is required by the Articles of Incorporation, or these By-laws. 

I. Adjourned meetings. If at any meeting of the Board of Directors there be less than a quorum present, the majority of those present may adjourn the meeting from time to time until a quorum is present. At any adjourned meeting any business that might have been transacted at the meeting as originally called may be transacted without further notice. 

J. Joinder in meeting by approval of minutes. The joinder of a Director in the action of a meeting by signing and concurring in the minutes of that meeting shall constitute the presence of such Director for the purpose of determining a quorum. 

K. The Presiding Officer of Directors' meetings shall be the Chairman of the Board if such an officer has been elected; and if none, the President shall preside. In the absence of the presiding officer the Directors present shall designate one of their number to preside.   

L. The order of business at Directors' meetings shall be:

          1.  Calling of roll
         
2.  Proof of due notice of meeting
         
3.  Reading and disposal of any minutes not previously approved
         
4.  Reports of officers and committees
         
5.  Election of officers
         
6.  Recess
         
7.  Unfinished business
         
8.  New business
         
9.  Adjournment

M. Directors' fees, if any, shall be determined, at a Members' Meeting, by a majority vote of the certified voters of the Association.  

N. Organizational, regular and special meetings of the Board of Directors shall be open to the membership but members shall not have the right to participate therein. Except in the cases of emergency, notices of the board meeting shall be posted on the Floral Lakes Homeowners' Association bulletin board.    

O. Minutes of all meetings shall be kept and preserved for a period of seven (7) years.  A copy of the minutes will be posted on the Floral Lakes Homeowners' Association bulletin board within ten (10) days. 

  

ARTICLE IV 
POWERS AND DUTIES OF THE BOARD OF DIRECTORS      

All of the powers and duties of the Association existing under the Articles of Incorporation and these by-laws shall be exercised exclusively by the Board of Directors, its agents, contractors or employees, subject only to approval by the certified voters where such approval is specifically required.

  

ARTICLE V
OFFICERS
 

A. The Executive Officers of the Association shall be a President, who shall be a Director, a Vice-President, who shall be a Director, a Treasurer, a Secretary and Assistant Secretary-Assistant Treasurer, all of whom shall be elected annually by Board of Directors and who may be peremptorily removed by vote of the Directors at any meeting. Any person may hold two (2) or more offices except that the President shall not also be the Secretary or Assistant Secretary-Assistant Treasurer. The Board of Directors, from time to time, shall elect such other officers and designate their powers and duties as the board shall find to be required to manage the affairs of the Association. 

B. The President shall be the chief executive officer of the Association. He shall have all of the powers and duties usually vested in the office of president of an association, including, but not limited to the power to appoint committee chairmen from among the board. Each committee chairman shall have the right to appoint members from the Association to serve on his committee. Committee reports shall be made verbally and in  writing at all regular meetings of the board.  

C. The Vice-President, in the absence or disability of the President, shall exercise the powers and perform the duties of the President. He also shall assist the President generally and exercise such other powers and perform such other duties as shall be prescribed by the Directors.         

D. The Secretary shall keep the minutes of all proceedings of the Directors and the members. He shall attend to the giving and serving of all notices to the members and Directors and other notices required by law. He shall have custody of the seal of the Association and affix it to instruments requiring a seal when duly signed. He shall keep the official records of the Association, except those of the Treasurer, and shall perform all other duties incident to the office of secretary of an association and as may be required by the Directors or the President. A copy of the minutes of all Board of Directors' meetings shall be posted on the Floral Lakes Homeowners' Association bulletin board within ten (10) days of such meeting. The Assistant Secretary shall perform the duties of the Secretary when the Secretary is absent. 

E. The Treasurer shall have the custody of all property of the Association including funds, securities and evidences of indebtedness. He shall keep the books of the Association in accordance with good accounting practices and he shall perform all other duties incident to the office of the treasurer. He shall post a monthly treasurers' report on the Floral Lakes Homeowners' Association bulletin board within ten (10) days of the end of each month. The Assistant Treasurer shall perform the duties of the Treasurer when the Treasurer is absent. 

F. The compensation, if any, of all employees of the Association shall be fixed by the Directors. The provision that members shall determine Directorsí fees shall not preclude the Board of Directors from employing a director as an employee of the Association.

  

ARTICLE VI 
FISCAL MANAGEMENT    

The following provisions shall supplement the provisions for fiscal management of the Association set forth in the Articles of Incorporation:   

A. Accounts.  The receipts and expenditures of the Association shall be created and charged to accounts under the following classifications as shall be appropriated, all of which expenditures shall be common expenses: 

Current Expenses, which shall include all income and expenditures within the year for which the budget is made, including a reasonable allowance for contingencies and working funds, except expenditures chargeable to reserves, for additional improvements or to operations.  

Deferred maintenance, which shall include funds for maintenance items that occur less frequently than annually. Replacement, which shall include funds for repair or replacement required because of damage, depreciation or obsolescence. 

Betterments.  An improvement put upon a property which enhances its value more than mere replacement, maintenance, or repairs, shall include the funds to be used for capital expenditures for additional improvements or additional personal property that will be a part of the common or recreational facilities. Acquisitions. In acquisitions of real or personal property by gift, purchase, transfer or otherwise in connection with the affairs of the Association, no sum in excess of ten thousand ($10,000) dollars for a single item or for a single purpose shall be expended without the majority approval of the certified voters of the Association at a meeting where a quorum is present by person or proxy.  

Cash reserve. This non-budgeted cash reserve account shall be accrued by transferring the remaining balance from each line item of the budget at the end of each year, and shall be limited to one hundred thousand ($100,000) dollars. When that limit is reached any remaining balance from the line items of the budget at the end of that current year shall be applied to reduce the monthly assessment for the budget of the next fiscal year.

B. Budget. The Board of Directors shall adopt a budget for each fiscal year that shall include the estimated funds required to defray any indebtedness and to provide and maintain funds for the foregoing accounts and reserves according to good accounting practices as follows:  Current expense, Deferred maintenance, Replacement 

Betterments, which shall include the funds to be used for capital expenditures for additional improvements to the common property, provided, however, that in the expenditure of this fund no sum in excess of five thousand ($5000) dollars shall be expended for a single item for a single purpose without approval of the members of the Association. 

Operation, the amount of which may be to provide a working fund or to meet losses.  Provided, however, that the amount of each budgeted item may be increased over the foregoing limitations when approved by owners entitled to cast not less than two-thirds (2/3) of the vote at a Memberís Meeting.  

Copies of the budget and proposed assessments shall be transmitted to each member on or before the commencement of the year for which the budget is made. If the budget is amended subsequently, a copy of the amended budget shall be furnished to each member. 

C. Assessments. Assessments against the owners for their shares of the items of the budget shall be made for the fiscal year annually in advance on or before the last day of the year preceding the year for which the assessments are made. Such assessments shall be due in monthly installments on the first day of each month of the year for which the assessments are made. If an annual assessment is not made as required, an assessment shall be presumed to have been made in the amount of the last prior assessment and monthly installments on such assessment shall be due upon each installment payment date until changed by an amended assessment. In the event the annual assessment proves to be insufficient, the Board of Directors may amend the budget and assessments at any time if the accounts of the amended budget do not exceed 115% of the limitations for that year. Any account that does exceed such limitation shall be subject to the prior approval of the membership of the Association as previously required in these by-laws. The unpaid assessment for the remaining portion of the fiscal year for which the amended assessment is made shall be due as determined by the Board of Directors. The Board of Directors of the Association shall determine the first assessment. 

D. Acceleration of assessment installment upon default. If a lot owner shall be in default in the payment of an installment upon an assessment for thirty (30) days or more, the Board of Directors may accelerate the remaining installments of the assessment without notice to the lot owner and the then unpaid balance of the assessment shall be due and payable immediately. 

E. Assessments for emergencies. Assessments for common expenses of emergencies that cannot be paid from the annual assessments for common expenses shall be made only after notice of the need for such expenditures is given to the members of the Floral Lakes Homeowners' Association. After such notice and upon majority approval by certified voters of the Association, the assessment shall become effective and shall be due after thirty (30) days notice in such manner as the Board of Directors of the Association may require in the notice of the assessment.       

F. The depository of the Association shall be such bank or banks and/or such savings and loan association or savings and loan associations as shall be designated from time to time by the Directors and in which the monies of the Association shall be deposited. Withdrawal of the monies from such accounts shall be only by check signed by such persons as are authorized by the Directors.      

G. Audit.  At the annual meeting of the Association, the members present shall determine by a majority vote whether an audit, or a compilation, of the accounts of the Association for the year shall be made by a Certified Public Accountant, an Accountant, or by an auditing committee consisting of not less than three (3) members of the Association none of which shall be Board Members. The Association shall pay the cost of the audit.      

H. Fidelity Bonds shall be required of all officers of the Board of Directors. Fidelity bonds may be required of other board directors and employees of the Association and from any contractor handling or responsible for the Association funds. The amount of such bonds shall be determined by the directors, but shall be at least the amount of the total of two (2) monthly assessments against members for common expenses. The Association shall pay the premium for such bonds.

     

ARTICLE VII
AMENDMENT
 

These by-laws may be amended in the following manner;  

A. Notice of the subject matter of a proposed amendment shall be included in the notice of any meeting at which a proposed amendment is considered.      

B. A resolution adopting a proposed amendment may be proposed by either the Board of Directors of the Association or by the members of the Association. Directors and members not present in person or by proxy at the meeting considering the amendment may express their approval in writing provided such approval is delivered to the Secretary at or prior to the meeting. Except as elsewhere provided, such approvals must be by:      

          (1) Not less then two-thirds (2/3) of the votes cast by the membership and not less than two-thirds (2/3) of the votes 
               of the Board of Directors of the Association.

                               OR

          (2) Not less than two-thirds (2/3) of the votes of the entire membership of the Association:  

C. Proviso. Provided, however, that no amendment shall discriminate against any lot owner nor against any lot or class or group of lots unless the lot owner so affected shall consent. No amendment shall be made that is in conflict with the Articles of Incorporation.      

D. Execution and recording.  A copy of each amendment shall be attached to a certificate certifying that the amendment was duly adopted as an amendment to the by-laws, which certificate shall be executed by the officers of the Association with the formalities of the execution of a deed. The amendment shall be effective when such certificate and copy of the amendment are recorded in the Public Record of Polk County, Florida.

  

ARTICLE VIII
PARLIAMENTARY  RULES
 

Roberts Rules of Order (latest edition) shall govern the conduct of corporate proceedings when not in conflict with the Articles of Incorporation and these by-laws of the Corporation or with the Statutes of the State of Florida.

 

ARTICLE IX
PARAMOUNT PROVISIONS
    

In the event of any irreconcilable conflict between the provisions of these by-laws and the provision of the Declaration, the provision of the Declaration shall govern and control. However, the Declaration and these by-laws shall, to the extent possible, be read, construed and interpreted so that they are consistent. 

The foregoing were adopted as the by-laws of FLORAL LAKES HOMEOWNERS' ASSOCIATION, INC., a corporation not for profit under the laws of the State of Florida, at the first meeting of the Board of Directors on the 7th day of September, 1979.

     

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