HIBISCUS BY THE SEA CONDO BY-LAWS
EXHIBIT "D"
BY-LAWS
HIBISCUS BY-THE-SEA CONDOMINIUM ASSOCIATION, INC.
(a corporation not-for-profit under the laws of the State of Florida)
Section 1. GENERAL. These are the By-Laws of HIBISCUS-BY-THE-SEA CONDOMINIUM ASSOCIATION, INC.,
hereinafter the "Association", a corporation not for profit organized under the laws of Florida.
1.1 Seal. The seal of the Association shall be inscribed with the name of the Association, the
year of its organization, and the words "Florida" and "not for profit". The seal may be used by
causing it, or a facsimile of it, to be impressed, affixed, reproduced or otherwise placed upon any
document or writing of the corporation where a seal may be required.
1.2 Definitions. The definitions set forth in the Declaration of Condominium shall apply to terms
used in these By-Laws.
Section 2. MEMBERSHIP AND VOTING RIGHTS.
2.1 Qualifications. The members of the Association shall be the owners of legal title to the
Units. The foregoing is not intended to include persons who hold their interest merely as security
for the performance of an obligation. Notwithstanding the foregoing to the contrary, the following
shall apply:
A. In the case of a Unit subject to a recorded agreement for deed, the contract vendee shall be
deemed the Owner of the Unit for purposes of determining membership and use rights; however, both
the contract vendor and contract vendee shall have the responsibilities of an Owner.
B . In the case of a life estate, only the life tenant (for the duration of his life) shall be
deemed the member of the Association; thereafter the persons holding the recorded remainder
interest shall become the members of the Association.
THIS INSTRUMENT PREPARED BY: Jay Steven Levine,Esq.
LEVINE AND FRANK, P.A.
3426 Ocean Drive
Vero Beach, FL 32963 (407)569-2405
C. In the case of a corporation, business-named partnership or trust as owner, but excluding the
Developer, the Primary Occupant shall be deemed the Owner of the Unit for purposes of determining
membersh ip and use rights; however, both the Primary Occupant and the corporation, business-named
partnership or trust (as applicable) shall have the responsibilities of an Owner.
2.2 Change in Membership. Subject to the paramount provisions of Section 2.1 above: A change of
membership shall be established and become effective by recording in the Public Records of Palm
Beach County, Florida, a deed or other similar instrument and by the delivery to the Association of
a copy of such instrument. The failure of a new record owner to deliver a copy of such instrument
to the Association shall not deprive the new record owner of membership in the Associat ion.
2.3 Termination of Membership. The termination of membership in the Association does not relieve
or release a former member from liability or obligation incurred in, or in any way connected with,
the Condominium during the period of his membership, nor does it impair any rights or remedies
which the Association may have against any ·former Owner or member arising out of, or in any way
connected with, such ownership and membership and the covenants and obligations incident to same.
2.4 Voting Interests; Votes. The members of the Association are entitled to one (1) vote for the
Unit owned by them. The total number of possible votes (the "voting interests") shall equal the
total number of Units. The vote of a Unit is not divisible . If a Unit is owned by one natural
person, his right to vote shall be established by a record title to the Unit.
If a Unit is owned jointly by two or more natural persons, that Unit's vote may be cast by any one
of the record Owners. Votes may be cast for Units owned under a trust arrangement, by the Primary
Occupant if there is one so
designated, and if not, by any trustee. Votes may be cast by Units owned by a business-named
partnership by the Primary Occupant if there is one so designated, and if not, by any general
partner. Votes may be cast by Units owned by a corporation by the Primary Occupant if there is one
so designated and if not , by any officer of the corporation .Votes may be cast for Units
owned by an estate in probate, by any personal representative of the estate. If two or more Owners
of a Unit do not agree among themselves how their one vote shall be cast, that vote shall not be
counted for any purpose . Votes may be cast in person or by proxy, except as otherwise provided in
Section 4.2 below.
2.5 Approval or Disapproval of Matters. Whenever the decision or approval of an Owner is required
upon any matter, whether or not the subject of an Association meeting, such decision shall be
expressed by the same person
who would cast the vote of such Unit if in an Association meeting, unless the
joinder of record Owners is specifically required.
Section 3. MEMBERS MEETINGS.
3.1 bnnual Meeting. The annual meeting shall be held in st . Lucie County, Florida, each year
during the month of December at a day, place and time designated by the Board of Directors.
3.2 Election Meeting. Provided that the Owners other than the Developer are entitled at an
election meeting to elect Director(s), the election meeting shall be held in St. Lucie County,
Florida, each year during the month of December, on the same date (but may or may not be at the
same time or place as the annual meeting), for the purpose of electing Directors. The Board shall
provide such notice as set forth in Section 4.2 below.
3.3 Special Members Meetings. Special members meetings must be held whenever called by the
President or by a majority of the Board of Directors, and must be promptly called by the President
upon the President's or Secretary's receipt of a written petition signed and dated by at least
twenty five (25%) percent of the voting interests of the membership. Such petition shall state
the purpose(s) of the meeting. The business at any special
meeting shall be limited to the items specified in the petition, and contained in the notice of
meeting.
3.4 Court-Ordered Meeting. The Circuit Court of St.Lucie County, Florida may, after notice to the
Association, order a meeting of the members to be held:
A. On application of any member of the Association entitled to vote in an annual meeting if an
annual meeting has not been held within any 13-month period; or
B . On application of a member who signed a demand for a special meeting valid under Section 3.2
above, if:
1. Notice of the special meeting was not given within sixty (60) days after the date the demand
was delivered to the Association's secretary or president; or
2. The special meeting was not held in accordance with the notice.
The Court may fix the time and place of the meeting, determine the members entitled to participate
in the meeting, specify a record date for determining members entitled to notice of and to vote at
the meeting, prescribe the form and content of the meeting notice, and enter other orders as may be
appropriate.
3.5 Notice of Members' Meetings. Notice of all annual and special members meetings must state the
time, date, and place of the meeting. Notice of the annual meeting must also state the intended
agenda for the meeting. Notice of all meetings shall be sent by first class mail to each Owner at
his address as it appears on the books of the Association . The Officer, manager or other person making
such mailing shall provide an affidavit as to the mailing, which shall be retained as part of the official records of the Association.
Notice of a members meeting may, alternatively, be delivered in person if a written waiver of mailing is obtained. The member is
responsible for providing the Association with any change of the member's address. The notice must
be mailed or delivered at least fourteen (14) days, but not more than sixty (60) days, prior to the
date of the meeting. Notice of the annual meeting shall be posted in a conspicuous place on the
Properties at least fourteen (14) continuous days prior to the annual meeting; no such posting is
required in connection with special meetings of the membership. The Board of Directors shall adopt
a Rule and Regulation designating where notice of the annual meeting shall be posted.
3.6 Waiver of Notice.
A. A member may waive any notice of a meeting of the members before or after the date and time
stated in the notice. The waiver must be in writing, be signed by the member entitled to the
notice, and be delivered to the Association for inclusion in the minutes or filing with the
corporate records. Neither the business to be transacted at nor the purpose of any regular or
special meeting of the members
need be specified in any written waiver of notice .
B. A member's attendance at a meeting, either in person or by proxy:
1. Waives objection to lack of notice or defective notice of the meeting, unless the member at
the beginning of the meeting objects to holding the meeting or transacting business at the meeting;
or
2. Waives objection to consideration of a particular matter at the meeting that is not within the
purpose or purposes described in the meeting notice, unless the member objects to considering the
matter when it is presented •
.3.7 Members' List for Meeting.
A. After the mailing of notice of any meeting, the Association shall prepare an alphabetical
list of the names and addresses of all its members who were mailed notice of the meeting. This
list shall be updated as memberships change up to the date of the meeting.
B. The members' !j.st must be available for inspection by any member for a period of ten (10)
days prior to the meeting and continuing up to the start of the meeting at the Association's
principal office or at a place identified in the meeting notice in the city/town where the meeting
will be held . A member or his agent or attorney is entitled on written demand to inspect the list
during regular business hours and at his expense, during the period it is available for inspection.
c. The Association shall make the members' list available at the meeting , and any member or his
agent or attorney is entitled to inspect the list at any time up to the start of the meeting or any
adjournment.
D . The members' list is prima facie evidence of the identity of members entitled to examine the
members' list or to vote at meeting of members.
E. If the requirements of this Section 3.7 have not been substantially complied with or if the
Association refuses to allow a member or his agent or attorney to inspect the members' list before
or at the meeting, the following shall apply: The meeting shall be adjourned until such
requirements are complied with on the demand of any member
in person or by proxy who failed to get such access, or, if
not adjourned upon ·such demand and such requirements are not complied with, the Circuit court of
Palm Beach County, Florida on application of the member, may summarily order the inspection or
copying at the Association's expense and may postpone the meeting for which the list was prepared
until the inspection or copying is complete.
F. Refusal or failure to comply with the requirements of this Section 3.7 shall not affect the
validity of any action taken at the meeting.
3.8 Proxies. A proxy may be given by any person entitled to vote, and shall be valid only for the
specific meeting for which it was originally given and/or any lawful adjournment of that meeting.
No proxy shall be valid for a period longer than ninety (90) days after the date of the first
meeting for which it was given. Every proxy shall be revocable at the pleasure of the person
executing it. To be valid, a proxy must be in writing, dated, and signed by the person authorized
to cast the vote for the Unit, and must be delivered to the Secretary at or before the adjournment
of the particular meeting. The proxy form must conform to any requirements of the Condominium Act
and applicable Administrative Rules. An executed original, an executed telegram or cablegram
appearing to have been transmitted by the authorized person, or a photographic, photostatic,
facsimile or equivalent reproduction
of a proxy form are all valid. Holders of proxies need not be members . The holder shall have the
right, if the proxy so prov ides, to substitute another person to hold the proxy. The proxy may
name the Board of Directors as the proxy holder, in which case the proxy shall be voted in the
manner determined by resolution of the Board. Subject to Section 3.9 of these By-Laws and to any
express limitation on the proxy's authority appearing on the face of the proxy form, the
Association is entitled to accept the proxy's vote or other action as that of the member appointing
the proxy.
A. Election of Directors. Notwithstanding the foregoing to the contrary, no proxies may be used
for the election of Directors.
3.9 Association's Acceptance of Votes.
A. If the name signed on a vote, consent, waiver, or proxy appointment corresponds to the name
of a member, the Association if acting in good faith is entitled to accept the vote, consent,
waiver, or proxy appointment and give it effect as the act of the member.
B. If the name signed on a vote, consent, waiver, or proxy appointment does not correspond to
the name of its member, the Association if acting in good faith is nevertheless entitled to accept
the vote, consent, waiver, or proxy appointment and give it effect as the act of the member if:
1. The member is an entity and the name signed purports to be that of an officer or agent of the
entity;
2. The name signed purports to be that of an administrator, executor, guardian, personal
representative, or conservator representing the member and, if the Association requests, evidence
of fiduciary statue acceptable to the Association has been presented with respect to the vote,
consent, waiver, or proxy appointment;
3. The name signed purports to be that of a receiver, trustee in bankruptcy, or assignee for the
benefit of creditors of the member and, if the Association requests, evidence of this status
acceptable to the Association has been presented with respect to the vote, consent, waiver, or
proxy appointment;
4. The name signed purports to be that of a pledgee, beneficial owner, or attorney-in-fact of
the member and, if the Association requests, evidence acceptable to the Association of the
signatory's authority to sign for the me.mber has been presented with respect to the vote, consent,
waiver, or proxy appointment; or
5. Two or more persons are the member as cotenants or fiduciaries and the name signed purports
to be the name of at least one of the coowners and the person signing appears to be acting on
behalf of all the coowners.
c. The Association is entitled to reject a vote, consent, waiver, or proxy appointment if the
secretary or other Officer or agent authorized to tabulate votes, acting in good faith, has reasonable
basis for doubt about the validity of the signature on it or about the signatory's authority to sign for the member.
D. The Association and its Officer or agent who accepts or rejects a vote, consent, waiver, or
proxy appointment in good faith and in accordance with the standards of this section 3.9 are not
liable in damages to the member for the consequences of the acceptance or rejection.
E. Corporate action based on the acceptance or rejection of a vote, consent, waiver, or proxy
appointment under this Section 3.9 is valid unless a Court of competent jurisdiction determines
otherwise .
3.10 Vote Required, Membership Participation. If a quorum exists, action on a matter (other than
the election of Directors) by the members is approved if the votes cast favoring the action exceed
the votes cast opposing the action, unless the Condominium Documents or applicable law require a
greater number of affirmative votes. Any member may speak with reference to all designated agenda
items, subject - to reasonable Rules and Regulations adopted by the Board of Directors governing
the frequency, duration and manner of members' statements; any of such Rules and Regulations shall
yield for a particular meeting to the extent that two-thirds of the voting interests at the meeting
determine so. An OWner shall have the right to tape record or videotape a members' meeting,
subject to any applicable Administrative Rules.
3.11 Ouorum. The quorum for members' meetings is as stated in the Articles. After a quorum has
been established at a members' meeting, the subsequent withdrawal of members, so as to reduce the
number of voting interests entitled to vote at the meeting below the number required for a quorum,
shall not affect the validity of any action taken at the meeting or any adjournment.
3.12 Adjournment of the Meeting. Any duly called meeting of the
members may be adjourned to a later date by the vote required under Section
3.10 of these By-Laws, regardless of whether a quorum has been attained. A new notice of the
adjourned meeting shall be given as required by Section 3.4 of these By-Laws. Any business which
might have been conducted at the meeting as originally scheduled may be conducted at the continued
meeting.
3.13 Order of Business. The order of business at members meetings
shall be substantially as follows:
A. Call to order by the President (or other Officer in the absence of the President)
B. Appointment of a Chairperson, only if the President is absent; otherwise, the President
chairs the meeting
c. Appointment of a Parliamentarian
D. Call of the roll or certification of quorum
E. Proof of notice of meeting or waiver of notice
F. Minutes of last members meeting - read or waive reading
G. Reports of Officers
H. Reports of Corrunittees
I. Election of Directors (where appropriate)
J. Unfinished Business
K. New Business
L. Adjournment
3.14 Minutes of Meetings. The minutes of all meetings of the membership shall be kept in a book
available for inspection by members and/or their authorized representatives at any reasonable time.
Member(a) of the Association and their authorized representatives shall have the right to make
handwritten notations from the minutes, and to receive photocopies of the Minutes at the cost of
the member(a) concerned. The Board of Directors shall establish such cost, not to exceed the
limitations imposed by law from time to time. Minutes shall be retained for a period of not less
than seven (7) years after the date of the meeting.
3.15 Action by Members Without a Meeting. Owners may take action by written agreement without a
meeting, as long as written notice is given to the Owners in the manner prescribed elsewhere in
these By-Laws appropriate to the subject matter to be agreed on unless that notice is waived as
provided in these By-Laws. The decision of a majority of the Owners, or a larger percentage vote
as otherwise may be required by the Condominium Act, or the Condominium Documents (the decision to
be evidenced by written consent to be solicited in the notice), shall be binding on the membership,
provided a
quorum submits a response. The notice shall set forth a time period within
which responses must be made by the members, which shall in no event be later than sixty (60) days
from the date of the first written consent. Thia Section
3.15 shall not apply to the election of Directors. Section 4. BOARD OF DIRECTORS; COMMITTEES.
The administration of the affairs of the Association shall be by a Board of Directors, with each
Director having a fiduciary relationship with the Owners. All powers and duties granted to the
Association by Law, as modified and explained in the Condominium Documents, shall be exercised by
the Board, subject to approval or consent of the Owners only when such is apecifically required.
An Owner does not have the authority to act for the Association by reason of being an Owner.
4.1 Number and Terms of Service.
A. Number. The number of Directors which shall constitute the whole Board of Directors shall
initially be three (3) Directors selected by the Developer. When Owners other than the Developer
elect a majority of the Directors to the
Board, then the Board shall be comprised of any odd number of Directors that the Board shall decide
in advance of the election meeting; the number of Directors; however, shall never be less than
three (3) nor more than seven (7).
B. Staggered Board. In order to provide for a continuity of service, beginning with the
election meeting held at which the owners other than the Developer elect a majority of the
Directors to the Board, a system of staggered terms shall be established as follows: The Owner
shall elect an odd number of Directors to a term of two (2) years and an even number
of Directors for a term of one (1) year. The total number
of Directors shall be that determined by the Directors prior to the election meeting as provided in
Section 4.1.A above. The candidates receiving the highest number of votes shall be elected, with
the candidates receiving the highest votes being accorded the two (2) year terms and the candidates
receiving the next highest votes being accorded the one (1) year terms. Any tie shall be decided
by a flip of a coin. To the extent that the Developer is entitled to appoint any Director(s) under
F.S. 718.301, such Director(s) shall not be subject to election by the Owners .
c. Term. At all election meetings after the meeting referred to in Section 4.1.B above, a
Director elected shall serve for a term of two (2) years until his successor is duly elected,
unless he sooner resigns, or is recalled pursuant to Section 4.4 below.
1. Exception. In any year where the Directors vote to increase the number of Directors to serve
on the Board when compared with the previous year, then the additional Director(s) elected shall be
elected as follows: If one additional Director, for one year; if two additional Directors, then a
one and a two year term.
4.2 Election of Directors. At each election meeting (or election or special meeting in the event
of recall), the members shall elect as many Directors as there are regular terms of Directors
expiring and other vacancies to be filled, and additional Directors if desired. Not less than
sixty (60) days before the scheduled election meeting, the Association must send notice to each
Owner of the date. Not less than forty (40) days prior to the date of the election meeting,
eligible candidates must deliver to the Secretary of the
Association, written notice of his or her desire to run for the Board of Directors in order to be
eligible to be placed on the election ballot. Any candidate may furnish the Association with an
information sheet which shall be no larger than 8 1/2
inches by 11 inches . The written notice from the candidate and information sheet, if any, must be
received by the Secretary by no later than forty (40) days prior to the meeting, unless a later
date is permitted by the Administrative Rules or Condominium Act as amended from time to time; no
person is eligible to be a candidate for the Board unless the notice is received by the Association
as just stated, unless the Condominium Act or Administrative Rules as amended from time to time
provide otherwise.
The Association shall have no liability for the contents of this information
sheet prepared by the candidate. Not less than thirty (30) days prior to the date of the election
meeting, the Association shall provide a notice to all Owners reminding them of the date, time and
place of the election meeting, together with a ballot listing all eligible candidates and any
information sheets received from same. Directors shall be directed by a plurality of the ballots
cast. There shall be no quorum requirement or minimum number of ballots cast necessary for the
election. No Owner shall permit any other person to cast his ballot, and any such ballots
improperly cast shall be deemed invalid. The Association shall follow any Administrative Rules applicable to safeguarding
the secrecy of ballots . In the election of Directors, there shall be appurtenant to each Unit as
many votes as there are Directors to be elected. No voting representative of any Unit may cast
more than one vote for any candidate, it being the intent that casting ballots in the election of
Directors shall be non-cumulati ve. The candidates receiving the highest number of ballots cast
shall be declared elected, except that any tie(s) shall be decided by drawing lots. A newly elected
Director shall take office inunediately upon determination of the outcome of the election. When
candidates are running for both one (1) and two (2) year terms, the determination of which Director
receives which term shall be determined in the same manner as that expressed in Section 4.1.B
above. A newly elected Director shall take office inunediately upon determination of the outcome of the election .
4.3 Resignation of Directors. A Director may resign at any time by delivering written notice to
the Board of Directors or to the President or Secretary. A resignation is effective when the
notice is delivered unless the notice specifies a later effective date. If a resignation is made
effective at a later date, the Board may fill the pending vacancy before the effective
date if the Board provides that the successor does not take office until the effective date.
4.4 Removal of Directors (Recall). with or without cause by a majority of the written agreement or
at any meeting called Any or all Directors may voting interests, either for that purpose.
A. By Written Agreement . If a proposed recall is sought by written agreement, a separate
agreement is required for each member of the Board being recalled. Furthermore, the agreement
shall also designate a representative to receive pleadings, notices, or other papers on behalf of
the Owners executing the agreement in the event that the Board determines not to certify the
written agreement to recall and files a petition for binding arbitration. If the
agreement is certified by the Board of Directors, a special Owners 'meeting must be called by the
Association and held not less than seventy (70) days from the date of the certification for the
purpose of the members filling the vacancies created by recall; the procedures set forth in Section
4.2 above shall be followed in connection with same.
B. By Special Meeting. A special meeting for the purpose of recall may be called by ten percent
(10%) of the voting interests. During the meeting to recall one or more members of the Board, the
Owners shall select and announce the name and address of a representative to receive pleadings,
notices, or other papers, on behalf of the petitioning
Owners in the event that the vote at the meeting is disputed
and a petition for arbitration is filed. The notice of the meeting must be accompanied by a dated
copy of a signature list of at least ten percent (10%) of the voting interests, stating that the
purpose of the signatures is for recall. The notice of meeting shall specify a person, other than a
Board member, subject to that recall, who shall call the meeting to order and determine whether a
quorum is present.
The failure of the notice to so designate a person shall not invalidate an otherwise valid notice.
The meeting must be held not less than fourteen (14) days nor more than sixty
(60) days from the date notice is given. The first order of business, upon the determination that
a quorum exists, shall be the election of a presiding officer for that meeting who shall be a
person other that a Director subject to that recall. During the meeting to recall one or more
members of the Board, the Owners shall select and announce the name and address of a representative
to receive pleadings, notices,
or other papers, on behalf of the petitioning Owners in the event that the vote at the meeting is
disputed and a petition for arbitration is filed. The proposed recall of more than one member of
the Board shall require a separate vote for each member sought to be recalled. Any vacancies
resulting by reason of recall shall be filled by the members of the Association, and the procedures
of Section 4.2 above shall control.
C. Re-election. Any Director recalled shall not be eligible for re-election until the next
regular election meeting.
D. Proviso. Notwithstanding the foregoing to the contrary:
Any vacancies due to the resignation or death of a Developer appointed Director shall be filled by
the Developer, and no Director appointed by the Developer shall be subject to recall by the Owners.
Any vacancy so filled by the Developer may be so done without the necessity of any Board meeting
or reference in the minutes of a Board meeting.
BY-LAWS
HIBISCUS BY-THE-SEA CONDOMINIUM ASSOCIATION, INC.
(a corporation not-for-profit under the laws of the State of Florida)
Section 1. GENERAL. These are the By-Laws of HIBISCUS-BY-THE-SEA CONDOMINIUM ASSOCIATION, INC.,
hereinafter the "Association", a corporation not for profit organized under the laws of Florida.
1.1 Seal. The seal of the Association shall be inscribed with the name of the Association, the
year of its organization, and the words "Florida" and "not for profit". The seal may be used by
causing it, or a facsimile of it, to be impressed, affixed, reproduced or otherwise placed upon any
document or writing of the corporation where a seal may be required.
1.2 Definitions. The definitions set forth in the Declaration of Condominium shall apply to terms
used in these By-Laws.
Section 2. MEMBERSHIP AND VOTING RIGHTS.
2.1 Qualifications. The members of the Association shall be the owners of legal title to the
Units. The foregoing is not intended to include persons who hold their interest merely as security
for the performance of an obligation. Notwithstanding the foregoing to the contrary, the following
shall apply:
A. In the case of a Unit subject to a recorded agreement for deed, the contract vendee shall be
deemed the Owner of the Unit for purposes of determining membership and use rights; however, both
the contract vendor and contract vendee shall have the responsibilities of an Owner.
B . In the case of a life estate, only the life tenant (for the duration of his life) shall be
deemed the member of the Association; thereafter the persons holding the recorded remainder
interest shall become the members of the Association.
THIS INSTRUMENT PREPARED BY: Jay Steven Levine,Esq.
LEVINE AND FRANK, P.A.
3426 Ocean Drive
Vero Beach, FL 32963 (407)569-2405
C. In the case of a corporation, business-named partnership or trust as owner, but excluding the
Developer, the Primary Occupant shall be deemed the Owner of the Unit for purposes of determining
membersh ip and use rights; however, both the Primary Occupant and the corporation, business-named
partnership or trust (as applicable) shall have the responsibilities of an Owner.
2.2 Change in Membership. Subject to the paramount provisions of Section 2.1 above: A change of
membership shall be established and become effective by recording in the Public Records of Palm
Beach County, Florida, a deed or other similar instrument and by the delivery to the Association of
a copy of such instrument. The failure of a new record owner to deliver a copy of such instrument
to the Association shall not deprive the new record owner of membership in the Associat ion.
2.3 Termination of Membership. The termination of membership in the Association does not relieve
or release a former member from liability or obligation incurred in, or in any way connected with,
the Condominium during the period of his membership, nor does it impair any rights or remedies
which the Association may have against any ·former Owner or member arising out of, or in any way
connected with, such ownership and membership and the covenants and obligations incident to same.
2.4 Voting Interests; Votes. The members of the Association are entitled to one (1) vote for the
Unit owned by them. The total number of possible votes (the "voting interests") shall equal the
total number of Units. The vote of a Unit is not divisible . If a Unit is owned by one natural
person, his right to vote shall be established by a record title to the Unit.
If a Unit is owned jointly by two or more natural persons, that Unit's vote may be cast by any one
of the record Owners. Votes may be cast for Units owned under a trust arrangement, by the Primary
Occupant if there is one so
designated, and if not, by any trustee. Votes may be cast by Units owned by a business-named
partnership by the Primary Occupant if there is one so designated, and if not, by any general
partner. Votes may be cast by Units owned by a corporation by the Primary Occupant if there is one
so designated and if not , by any officer of the corporation .Votes may be cast for Units
owned by an estate in probate, by any personal representative of the estate. If two or more Owners
of a Unit do not agree among themselves how their one vote shall be cast, that vote shall not be
counted for any purpose . Votes may be cast in person or by proxy, except as otherwise provided in
Section 4.2 below.
2.5 Approval or Disapproval of Matters. Whenever the decision or approval of an Owner is required
upon any matter, whether or not the subject of an Association meeting, such decision shall be
expressed by the same person
who would cast the vote of such Unit if in an Association meeting, unless the
joinder of record Owners is specifically required.
Section 3. MEMBERS MEETINGS.
3.1 bnnual Meeting. The annual meeting shall be held in st . Lucie County, Florida, each year
during the month of December at a day, place and time designated by the Board of Directors.
3.2 Election Meeting. Provided that the Owners other than the Developer are entitled at an
election meeting to elect Director(s), the election meeting shall be held in St. Lucie County,
Florida, each year during the month of December, on the same date (but may or may not be at the
same time or place as the annual meeting), for the purpose of electing Directors. The Board shall
provide such notice as set forth in Section 4.2 below.
3.3 Special Members Meetings. Special members meetings must be held whenever called by the
President or by a majority of the Board of Directors, and must be promptly called by the President
upon the President's or Secretary's receipt of a written petition signed and dated by at least
twenty five (25%) percent of the voting interests of the membership. Such petition shall state
the purpose(s) of the meeting. The business at any special
meeting shall be limited to the items specified in the petition, and contained in the notice of
meeting.
3.4 Court-Ordered Meeting. The Circuit Court of St.Lucie County, Florida may, after notice to the
Association, order a meeting of the members to be held:
A. On application of any member of the Association entitled to vote in an annual meeting if an
annual meeting has not been held within any 13-month period; or
B . On application of a member who signed a demand for a special meeting valid under Section 3.2
above, if:
1. Notice of the special meeting was not given within sixty (60) days after the date the demand
was delivered to the Association's secretary or president; or
2. The special meeting was not held in accordance with the notice.
The Court may fix the time and place of the meeting, determine the members entitled to participate
in the meeting, specify a record date for determining members entitled to notice of and to vote at
the meeting, prescribe the form and content of the meeting notice, and enter other orders as may be
appropriate.
3.5 Notice of Members' Meetings. Notice of all annual and special members meetings must state the
time, date, and place of the meeting. Notice of the annual meeting must also state the intended
agenda for the meeting. Notice of all meetings shall be sent by first class mail to each Owner at
his address as it appears on the books of the Association . The Officer, manager or other person making
such mailing shall provide an affidavit as to the mailing, which shall be retained as part of the official records of the Association.
Notice of a members meeting may, alternatively, be delivered in person if a written waiver of mailing is obtained. The member is
responsible for providing the Association with any change of the member's address. The notice must
be mailed or delivered at least fourteen (14) days, but not more than sixty (60) days, prior to the
date of the meeting. Notice of the annual meeting shall be posted in a conspicuous place on the
Properties at least fourteen (14) continuous days prior to the annual meeting; no such posting is
required in connection with special meetings of the membership. The Board of Directors shall adopt
a Rule and Regulation designating where notice of the annual meeting shall be posted.
3.6 Waiver of Notice.
A. A member may waive any notice of a meeting of the members before or after the date and time
stated in the notice. The waiver must be in writing, be signed by the member entitled to the
notice, and be delivered to the Association for inclusion in the minutes or filing with the
corporate records. Neither the business to be transacted at nor the purpose of any regular or
special meeting of the members
need be specified in any written waiver of notice .
B. A member's attendance at a meeting, either in person or by proxy:
1. Waives objection to lack of notice or defective notice of the meeting, unless the member at
the beginning of the meeting objects to holding the meeting or transacting business at the meeting;
or
2. Waives objection to consideration of a particular matter at the meeting that is not within the
purpose or purposes described in the meeting notice, unless the member objects to considering the
matter when it is presented •
.3.7 Members' List for Meeting.
A. After the mailing of notice of any meeting, the Association shall prepare an alphabetical
list of the names and addresses of all its members who were mailed notice of the meeting. This
list shall be updated as memberships change up to the date of the meeting.
B. The members' !j.st must be available for inspection by any member for a period of ten (10)
days prior to the meeting and continuing up to the start of the meeting at the Association's
principal office or at a place identified in the meeting notice in the city/town where the meeting
will be held . A member or his agent or attorney is entitled on written demand to inspect the list
during regular business hours and at his expense, during the period it is available for inspection.
c. The Association shall make the members' list available at the meeting , and any member or his
agent or attorney is entitled to inspect the list at any time up to the start of the meeting or any
adjournment.
D . The members' list is prima facie evidence of the identity of members entitled to examine the
members' list or to vote at meeting of members.
E. If the requirements of this Section 3.7 have not been substantially complied with or if the
Association refuses to allow a member or his agent or attorney to inspect the members' list before
or at the meeting, the following shall apply: The meeting shall be adjourned until such
requirements are complied with on the demand of any member
in person or by proxy who failed to get such access, or, if
not adjourned upon ·such demand and such requirements are not complied with, the Circuit court of
Palm Beach County, Florida on application of the member, may summarily order the inspection or
copying at the Association's expense and may postpone the meeting for which the list was prepared
until the inspection or copying is complete.
F. Refusal or failure to comply with the requirements of this Section 3.7 shall not affect the
validity of any action taken at the meeting.
3.8 Proxies. A proxy may be given by any person entitled to vote, and shall be valid only for the
specific meeting for which it was originally given and/or any lawful adjournment of that meeting.
No proxy shall be valid for a period longer than ninety (90) days after the date of the first
meeting for which it was given. Every proxy shall be revocable at the pleasure of the person
executing it. To be valid, a proxy must be in writing, dated, and signed by the person authorized
to cast the vote for the Unit, and must be delivered to the Secretary at or before the adjournment
of the particular meeting. The proxy form must conform to any requirements of the Condominium Act
and applicable Administrative Rules. An executed original, an executed telegram or cablegram
appearing to have been transmitted by the authorized person, or a photographic, photostatic,
facsimile or equivalent reproduction
of a proxy form are all valid. Holders of proxies need not be members . The holder shall have the
right, if the proxy so prov ides, to substitute another person to hold the proxy. The proxy may
name the Board of Directors as the proxy holder, in which case the proxy shall be voted in the
manner determined by resolution of the Board. Subject to Section 3.9 of these By-Laws and to any
express limitation on the proxy's authority appearing on the face of the proxy form, the
Association is entitled to accept the proxy's vote or other action as that of the member appointing
the proxy.
A. Election of Directors. Notwithstanding the foregoing to the contrary, no proxies may be used
for the election of Directors.
3.9 Association's Acceptance of Votes.
A. If the name signed on a vote, consent, waiver, or proxy appointment corresponds to the name
of a member, the Association if acting in good faith is entitled to accept the vote, consent,
waiver, or proxy appointment and give it effect as the act of the member.
B. If the name signed on a vote, consent, waiver, or proxy appointment does not correspond to
the name of its member, the Association if acting in good faith is nevertheless entitled to accept
the vote, consent, waiver, or proxy appointment and give it effect as the act of the member if:
1. The member is an entity and the name signed purports to be that of an officer or agent of the
entity;
2. The name signed purports to be that of an administrator, executor, guardian, personal
representative, or conservator representing the member and, if the Association requests, evidence
of fiduciary statue acceptable to the Association has been presented with respect to the vote,
consent, waiver, or proxy appointment;
3. The name signed purports to be that of a receiver, trustee in bankruptcy, or assignee for the
benefit of creditors of the member and, if the Association requests, evidence of this status
acceptable to the Association has been presented with respect to the vote, consent, waiver, or
proxy appointment;
4. The name signed purports to be that of a pledgee, beneficial owner, or attorney-in-fact of
the member and, if the Association requests, evidence acceptable to the Association of the
signatory's authority to sign for the me.mber has been presented with respect to the vote, consent,
waiver, or proxy appointment; or
5. Two or more persons are the member as cotenants or fiduciaries and the name signed purports
to be the name of at least one of the coowners and the person signing appears to be acting on
behalf of all the coowners.
c. The Association is entitled to reject a vote, consent, waiver, or proxy appointment if the
secretary or other Officer or agent authorized to tabulate votes, acting in good faith, has reasonable
basis for doubt about the validity of the signature on it or about the signatory's authority to sign for the member.
D. The Association and its Officer or agent who accepts or rejects a vote, consent, waiver, or
proxy appointment in good faith and in accordance with the standards of this section 3.9 are not
liable in damages to the member for the consequences of the acceptance or rejection.
E. Corporate action based on the acceptance or rejection of a vote, consent, waiver, or proxy
appointment under this Section 3.9 is valid unless a Court of competent jurisdiction determines
otherwise .
3.10 Vote Required, Membership Participation. If a quorum exists, action on a matter (other than
the election of Directors) by the members is approved if the votes cast favoring the action exceed
the votes cast opposing the action, unless the Condominium Documents or applicable law require a
greater number of affirmative votes. Any member may speak with reference to all designated agenda
items, subject - to reasonable Rules and Regulations adopted by the Board of Directors governing
the frequency, duration and manner of members' statements; any of such Rules and Regulations shall
yield for a particular meeting to the extent that two-thirds of the voting interests at the meeting
determine so. An OWner shall have the right to tape record or videotape a members' meeting,
subject to any applicable Administrative Rules.
3.11 Ouorum. The quorum for members' meetings is as stated in the Articles. After a quorum has
been established at a members' meeting, the subsequent withdrawal of members, so as to reduce the
number of voting interests entitled to vote at the meeting below the number required for a quorum,
shall not affect the validity of any action taken at the meeting or any adjournment.
3.12 Adjournment of the Meeting. Any duly called meeting of the
members may be adjourned to a later date by the vote required under Section
3.10 of these By-Laws, regardless of whether a quorum has been attained. A new notice of the
adjourned meeting shall be given as required by Section 3.4 of these By-Laws. Any business which
might have been conducted at the meeting as originally scheduled may be conducted at the continued
meeting.
3.13 Order of Business. The order of business at members meetings
shall be substantially as follows:
A. Call to order by the President (or other Officer in the absence of the President)
B. Appointment of a Chairperson, only if the President is absent; otherwise, the President
chairs the meeting
c. Appointment of a Parliamentarian
D. Call of the roll or certification of quorum
E. Proof of notice of meeting or waiver of notice
F. Minutes of last members meeting - read or waive reading
G. Reports of Officers
H. Reports of Corrunittees
I. Election of Directors (where appropriate)
J. Unfinished Business
K. New Business
L. Adjournment
3.14 Minutes of Meetings. The minutes of all meetings of the membership shall be kept in a book
available for inspection by members and/or their authorized representatives at any reasonable time.
Member(a) of the Association and their authorized representatives shall have the right to make
handwritten notations from the minutes, and to receive photocopies of the Minutes at the cost of
the member(a) concerned. The Board of Directors shall establish such cost, not to exceed the
limitations imposed by law from time to time. Minutes shall be retained for a period of not less
than seven (7) years after the date of the meeting.
3.15 Action by Members Without a Meeting. Owners may take action by written agreement without a
meeting, as long as written notice is given to the Owners in the manner prescribed elsewhere in
these By-Laws appropriate to the subject matter to be agreed on unless that notice is waived as
provided in these By-Laws. The decision of a majority of the Owners, or a larger percentage vote
as otherwise may be required by the Condominium Act, or the Condominium Documents (the decision to
be evidenced by written consent to be solicited in the notice), shall be binding on the membership,
provided a
quorum submits a response. The notice shall set forth a time period within
which responses must be made by the members, which shall in no event be later than sixty (60) days
from the date of the first written consent. Thia Section
3.15 shall not apply to the election of Directors. Section 4. BOARD OF DIRECTORS; COMMITTEES.
The administration of the affairs of the Association shall be by a Board of Directors, with each
Director having a fiduciary relationship with the Owners. All powers and duties granted to the
Association by Law, as modified and explained in the Condominium Documents, shall be exercised by
the Board, subject to approval or consent of the Owners only when such is apecifically required.
An Owner does not have the authority to act for the Association by reason of being an Owner.
4.1 Number and Terms of Service.
A. Number. The number of Directors which shall constitute the whole Board of Directors shall
initially be three (3) Directors selected by the Developer. When Owners other than the Developer
elect a majority of the Directors to the
Board, then the Board shall be comprised of any odd number of Directors that the Board shall decide
in advance of the election meeting; the number of Directors; however, shall never be less than
three (3) nor more than seven (7).
B. Staggered Board. In order to provide for a continuity of service, beginning with the
election meeting held at which the owners other than the Developer elect a majority of the
Directors to the Board, a system of staggered terms shall be established as follows: The Owner
shall elect an odd number of Directors to a term of two (2) years and an even number
of Directors for a term of one (1) year. The total number
of Directors shall be that determined by the Directors prior to the election meeting as provided in
Section 4.1.A above. The candidates receiving the highest number of votes shall be elected, with
the candidates receiving the highest votes being accorded the two (2) year terms and the candidates
receiving the next highest votes being accorded the one (1) year terms. Any tie shall be decided
by a flip of a coin. To the extent that the Developer is entitled to appoint any Director(s) under
F.S. 718.301, such Director(s) shall not be subject to election by the Owners .
c. Term. At all election meetings after the meeting referred to in Section 4.1.B above, a
Director elected shall serve for a term of two (2) years until his successor is duly elected,
unless he sooner resigns, or is recalled pursuant to Section 4.4 below.
1. Exception. In any year where the Directors vote to increase the number of Directors to serve
on the Board when compared with the previous year, then the additional Director(s) elected shall be
elected as follows: If one additional Director, for one year; if two additional Directors, then a
one and a two year term.
4.2 Election of Directors. At each election meeting (or election or special meeting in the event
of recall), the members shall elect as many Directors as there are regular terms of Directors
expiring and other vacancies to be filled, and additional Directors if desired. Not less than
sixty (60) days before the scheduled election meeting, the Association must send notice to each
Owner of the date. Not less than forty (40) days prior to the date of the election meeting,
eligible candidates must deliver to the Secretary of the
Association, written notice of his or her desire to run for the Board of Directors in order to be
eligible to be placed on the election ballot. Any candidate may furnish the Association with an
information sheet which shall be no larger than 8 1/2
inches by 11 inches . The written notice from the candidate and information sheet, if any, must be
received by the Secretary by no later than forty (40) days prior to the meeting, unless a later
date is permitted by the Administrative Rules or Condominium Act as amended from time to time; no
person is eligible to be a candidate for the Board unless the notice is received by the Association
as just stated, unless the Condominium Act or Administrative Rules as amended from time to time
provide otherwise.
The Association shall have no liability for the contents of this information
sheet prepared by the candidate. Not less than thirty (30) days prior to the date of the election
meeting, the Association shall provide a notice to all Owners reminding them of the date, time and
place of the election meeting, together with a ballot listing all eligible candidates and any
information sheets received from same. Directors shall be directed by a plurality of the ballots
cast. There shall be no quorum requirement or minimum number of ballots cast necessary for the
election. No Owner shall permit any other person to cast his ballot, and any such ballots
improperly cast shall be deemed invalid. The Association shall follow any Administrative Rules applicable to safeguarding
the secrecy of ballots . In the election of Directors, there shall be appurtenant to each Unit as
many votes as there are Directors to be elected. No voting representative of any Unit may cast
more than one vote for any candidate, it being the intent that casting ballots in the election of
Directors shall be non-cumulati ve. The candidates receiving the highest number of ballots cast
shall be declared elected, except that any tie(s) shall be decided by drawing lots. A newly elected
Director shall take office inunediately upon determination of the outcome of the election. When
candidates are running for both one (1) and two (2) year terms, the determination of which Director
receives which term shall be determined in the same manner as that expressed in Section 4.1.B
above. A newly elected Director shall take office inunediately upon determination of the outcome of the election .
4.3 Resignation of Directors. A Director may resign at any time by delivering written notice to
the Board of Directors or to the President or Secretary. A resignation is effective when the
notice is delivered unless the notice specifies a later effective date. If a resignation is made
effective at a later date, the Board may fill the pending vacancy before the effective
date if the Board provides that the successor does not take office until the effective date.
4.4 Removal of Directors (Recall). with or without cause by a majority of the written agreement or
at any meeting called Any or all Directors may voting interests, either for that purpose.
A. By Written Agreement . If a proposed recall is sought by written agreement, a separate
agreement is required for each member of the Board being recalled. Furthermore, the agreement
shall also designate a representative to receive pleadings, notices, or other papers on behalf of
the Owners executing the agreement in the event that the Board determines not to certify the
written agreement to recall and files a petition for binding arbitration. If the
agreement is certified by the Board of Directors, a special Owners 'meeting must be called by the
Association and held not less than seventy (70) days from the date of the certification for the
purpose of the members filling the vacancies created by recall; the procedures set forth in Section
4.2 above shall be followed in connection with same.
B. By Special Meeting. A special meeting for the purpose of recall may be called by ten percent
(10%) of the voting interests. During the meeting to recall one or more members of the Board, the
Owners shall select and announce the name and address of a representative to receive pleadings,
notices, or other papers, on behalf of the petitioning
Owners in the event that the vote at the meeting is disputed
and a petition for arbitration is filed. The notice of the meeting must be accompanied by a dated
copy of a signature list of at least ten percent (10%) of the voting interests, stating that the
purpose of the signatures is for recall. The notice of meeting shall specify a person, other than a
Board member, subject to that recall, who shall call the meeting to order and determine whether a
quorum is present.
The failure of the notice to so designate a person shall not invalidate an otherwise valid notice.
The meeting must be held not less than fourteen (14) days nor more than sixty
(60) days from the date notice is given. The first order of business, upon the determination that
a quorum exists, shall be the election of a presiding officer for that meeting who shall be a
person other that a Director subject to that recall. During the meeting to recall one or more
members of the Board, the Owners shall select and announce the name and address of a representative
to receive pleadings, notices,
or other papers, on behalf of the petitioning Owners in the event that the vote at the meeting is
disputed and a petition for arbitration is filed. The proposed recall of more than one member of
the Board shall require a separate vote for each member sought to be recalled. Any vacancies
resulting by reason of recall shall be filled by the members of the Association, and the procedures
of Section 4.2 above shall control.
C. Re-election. Any Director recalled shall not be eligible for re-election until the next
regular election meeting.
D. Proviso. Notwithstanding the foregoing to the contrary:
Any vacancies due to the resignation or death of a Developer appointed Director shall be filled by
the Developer, and no Director appointed by the Developer shall be subject to recall by the Owners.
Any vacancy so filled by the Developer may be so done without the necessity of any Board meeting
or reference in the minutes of a Board meeting.