FLORAL LAKES HOMEOWNERS ASSOCIATION, INC.
A Corporation not for Profit under the laws of the State of Florida
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.
The office of the Association shall be at 2055 South Floral Avenue, Bartow,
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.
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.
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.
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.
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.
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.
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.
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.
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
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.
The order of business at annual Members' Meetings, and as far as practical at
other Members' Meetings, shall
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.
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.
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.
five districts have the lot boundaries described below:
District 1 -
Lots #1 through
2 - Lots #68
3 - Lots #135 through
4 - Lots #202 through #268
5 - Lots #269 through #335
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
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
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
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
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
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
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
turn over corporate records upon application of any member.
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.
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.
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
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.
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.
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.
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.
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.
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.
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
7. Unfinished business
8. New business
Directors' fees, if any, shall be determined, at a Members' Meeting, by a
majority vote of the certified voters of the Association.
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.
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.
POWERS AND DUTIES OF THE BOARD OF DIRECTORS
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.
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.
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.
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.
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.
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
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.
following provisions shall supplement the provisions for fiscal management of
the Association set forth in the Articles of Incorporation:
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.
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
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
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.
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
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
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.
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
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
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
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
by-laws may be amended in the following manner;
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.
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.
(2) Not less than two-thirds (2/3) of the votes of the entire membership
of the Association:
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
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.
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.
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.
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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