Holiday Village
Seminole Florida

Park By-laws

BY-LAWS OF  HOLIDAY VILLAGE ASSOCIATION, INC. ARTICLE I OFFICES Section 1. The registered office of the corporation in the State of Florida shall be located in the County of Pinellas at: 6580 Seminole Boulevard Seminole, Florida 33542 ARTICLE II PURPOSE The directors shall govern this Corporation in accordance with these By-Laws. ARTICLE III SHAREHOLDERS AND STOCK DISTRIBUTION Ownership of HOLIDAY VILLAGE ASSOCIATION, INC. is limited to owners of mobile homes located in HOLIDAY VILLAGE MOBILE HOME PARK.  There will be shares available for purchase, on (1) for each mobile home.  It is the ultimate goal that each owner own one share of stock.  The Corporation will hold any shares remaining unsold after the initial sale of shares in the treasury.  If a homeowner does not initially purchase a share he will become a tenant of the Corporation and pay such rental and fees as established by the directors.  Should the homeowner wish to purchase a share he may do so by purchasing a share at the current market price.  If a homeowner sells his unit, the new owner must purchase the seller’s share as a condition precedent to owning a dwelling in HOLIDAY VILLAGE MOBILE HOME PARK and the prior owner must sell his share to the buyer. If a non-shareholder sells a rental unit to a purchaser who wishes to join the Association and the Association holds the share for that unit, the share must be released by the Association for purchase by the purchaser as a condition precedent to owning a dwelling in the Park.  The share shall be purchased at a price determined by the Board of Directors.  If the purchaser does not wish to join the Association, the rental unit may remain a rental unit. A member who has obtained his or her share ownership rights by gift, devise or inheritance, or by any other manner not otherwise heretofore, considered, shall give to the Association, in writing, notice of the manner and date of his acquiring title, together with such information concerning the Member as the Association may reasonably require, and a certified copy of the instrument evidencing the transfer of the stock of stock rights. If the Notice to the Association as herein required is not given, then at any time after receiving knowledge of a transaction or event transferring ownership of stock rights in this Association, the Association at its election and without notice may approve or disapprove the transaction. ARTICLE IV DIRECTORS Section 1. Function. All corporate powers shall be exercised by or under the authority of, and the business and affairs of this corporation shall be managed under the direction of the Board of Directors. Section 2. Qualification. Directors must be shareholders of the Corporation and residents of the park.  The purpose of this provision is to assure the availability of directors to conduct the business of the Corporation.  If a share of stock is owned by more than one (1) of those joint owners shall be entitled to hold office as a Director of this Association at any one time. Section 3. Compensation.  Directors’ fees, if any, shall be determined by the members of the Association; provided, Directors designated as Officers shall never under any circumstances be entitled to fees.  Reasonable expenses, however, incurred by a Director, whether an Officer or not, may be reimbursed upon approval by the Board. Section 4. Directors Duties.  The Directors shall have a fiduciary relationship to the Corporation.  A Director shall perform his duties as a director, including his duties as a member of any committee of the board upon which he may serve, in good faith, in a manner he reasonably believes to be in the best interests of the Corporation, and with such care as an ordinarily prudent person in a like position would use under similar circumstances. In performing his duties, a director shall be entitled to rely on information, opinions, reports or statements, including financial statements and other financial data, in each case prepared or presented by:                        a.    one or more officers or employees of the Corporation whom the Director reasonably believes to be reliable and competent in the matters                                  presented, counsel, public accountants or other persons as to matters which the Director reasonably believes to be within such person’s professional or expert competence, or a committee of the board upon which he does not serve, duly designated in accordance with a provision of the Articles of Incorporation or the By-Laws, as to matters within its designated authority, which committee the Director reasonably believes to merit confidence. A Director shall not be considered to be acting in good faith if he has knowledge concerning the matter in question that would cause such reliance described above to be unwarranted. A person who performs his duties in compliance with this section shall have no liability by reason of being or having been a director of the Corporation.  The Corporation shall indemnify and hold harmless any Directors from liability for corporate action. Section 5. Presumption of Assent.  A Director of the Corporation who is present at a meeting of its directors at which action on any Corporation matter is taken shall be presumed to have assented to the action taken unless he votes against such action or abstains from voting in respect thereto because of an asserted conflict of interest. Section 6. Number.  A board of fifteen (15) Directors shall manage this Corporation.  The number of Directors may be increased or decreased from time to time by amendment to these By-Laws, but no decrease shall have the effect of shortening the terms of any incumbent director.  No decrease shall have the effect of reducing the number of Directors to less than eleven (11). Section 7. Election and Term.  At the first annual meeting of shareholders and at each annual meeting there after the shareholders and at each annual meeting thereafter the shareholders shall elect directors to hold office.  At the annual shareholders meeting for the year 1989, election of Directors shall provide for a three (3) year stagger system so that five (5) Directors have a term of three (3) years, five (5) Directors have a term of two (2) years and five (5) Directors have a term of one (1) year.  In subsequent years, at the expiration of each Director’s term of office his replacement will be elected at the annual shareholders’ meeting for a term of three (3) years.  This staggering of Directors’ terms is intended to provide continuity to the management of the Corporation. Section 8. Nominations.  It shall be the duty of the Board of Directors to appoint, not less than 45 days prior to the annual meeting, a committee on nominations consisting of not less than three (3) members.  No member of the Board may serve on such committee.  The Secretary shall post and/or mail, with the notice of the meeting, a list of all the Directors and their terms of office, indicating the retiring Directors, a statement of the number of Directors to be elected and the names of the candidates.  The Notice must be presented at least thirty (30) days before the date of the annual meeting to permit the mailing and receipt of absentee ballots.  Nothing contained therein shall, however, prevent additional nominations from the floor at the meeting of the members.  Notwithstanding anything contained in this section shall not affect in any manner whatsoever the validity of any election of Directors. Section 9. Proposal of Directors.  The proposal of members to become Directors shall be in a manner provided by the Directors and approved by the shareholders excerpt that nothing shall prevent members form making nominations for a position or the board of Directors from the floor at the annual shareholders meeting. Section 10. Vacancies.  Any vacancy occurring in the Board of Directors, including any vacancy created by reason of an increase in the number of Directors shall be filled by the remaining Directors, who shall appoint such replacement Director or Directors as are necessary to fill any vacancies.  A Director so elected will serve until the next annual meeting at which time a replacement Director shall be elected in the manner provide by these By-Laws who shall serve the remainder of the unexpired term. Section 11. Recall and Removal of Directors.  At a meeting of the shareholders called expressly for that purpose, any Director or the entire Board of Directors my be removed, with or without cause, by a vote or agreement in writing of a majority of all members then entitled to vote at an election of Directors.  A special meeting of the shareholders to recall a member or members of the Board may be called by ten percent (10%) of the shareholders giving notice of the meeting as required for a meeting of the shareholders and stating the purpose of the meeting.  §723.078(2) (1); 719.106(1) (f) If the recall is approved by a majority of all voting interests by a vote at a meeting, the recall shall be effective immediately, and each recalled member of the Board of Directors shall turn over to the Board any and all records of the association in his possession with 72 hours after the meeting. If the proposed recall is by an agreement in writing by majority of all voting interests, the agreement in writing will be served on the association by certified mail.  The Board of Directors shall call a meeting of the board within 72 hours after receipt of the agreement in writing and shall either certify the written agreement to recall members of the Board, in which case such members shall be recalled effective immediately and shall turn over to the board, within 72 hours, any and all records of the association in their possession, or proceed as described in subparagraph (c). If the Board determines not to certify the written agreement to recall members of the Board, or if the recall by a vote at a meeting is disputed, the Board shall, within 72 hours, file with the division a petition for binding arbitration pursuant to the procedures of §719.1255.  The unit owners who voted at the meeting or who executed the agreement in writing shall constitute on party under the petition for arbitration.  If the arbitrator certifies the recall as to any member of the Board, the recall shall be effective upon service of the final order of arbitration upon the association.  §719.106(1) (f) (3). 6 Section 12. Quorum and Voting.  A majority of the number of Directors fixed by these By-Laws shall constitute a quorum for the transaction of business.  The act of the majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. Section 13. Executive and Other Committees.  The Directors, by resolution adopted by a majority of the full Board of Directors, may designate from among its members, an executive committee and other committees, and each such committee shall serve at the pleasure of the Board with the authority contained in the Florida Statutes.  The Board, by resolution, may designate one or more Directors as alternate members of any such committee, who may act in the place and stead of any absent member or members at any meeting of such committee. Section 14. Regular Meetings.  Regular monthly meetings of the Directors shall be held at a time and place at the discretion of the Board of Directors by majority vote, provided at least one regular monthly meeting of the Board of Directors be held each month during the period September through May of each year.  These meetings re open to all members of the Corporation and notice shall be posted in a conspicuous place on the park property at least forty-eight (48) hours in advance of the meeting. Section 15. Special Meetings.  Special meetings of the Directors may be called by the President or by any two (2) Directors.  Such meeting must be open to all members and notice given as above.  Members of the Board of Directors may participate in a meeting of such Board by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time.  Participation by such means shall constitute presence in person at a meeting. Section 16. Notice.  Except in case of emergency, written notice of the time and place of Special Meetings of Directors shall be given to each Director either by personal delivery of by mail, telegram or cablegram and by notice posted on the bulletin board at least forty-eight (48) hours before the meeting.  The business to be transacted at or the purpose of any special meeting of the directors shall be specified in the notice. Notice of any meeting at which assessments against shareholders are to be discussed for any reason shall specifically contain a statement that assessments will be considered and the nature of any such assessments. The Board of Directors shall mail or hand deliver a meeting notice and copies of the proposed annual budget of expenses to the shareholders who are out of town, at that address, not less than forty-five (45) days prior to the meeting at which the budget will be considered.  Otherwise a copy of the budget shall be posted in a conspicuous place on the park premises and written notice of the time and place of the budget meeting shall be delivered to each shareholder forty- five (45) days prior to such meeting. ARTICLE V OFFICERS Section 1. Officers.  The officers of this Corporation shall consist of a president, vice president, secretary and treasurer, each of2 A member who has obtained his or her share ownership rights by gift, devise or inheritance, or by any other manner not otherwise heretofore, considered, shall give to the Association, in writing, notice of the manner and date of his acquiring title, together with such information concerning the Member as the Association may reasonably require, and a certified copy of the instrument evidencing the transfer of the stock of stock rights. If the Notice to the Association as herein required is not given, then at any time after receiving knowledge of a transaction or event transferring ownership of stock rights in this Association, the Association at its election and without notice may approve or disapprove the transaction. ARTICLE IV DIRECTORS Section 1. Function. All corporate powers shall be exercised by or under the authority of, and the business and affairs of this corporation shall be managed under the direction of the Board of Directors. Section 2. Qualification. Directors must be shareholders of the Corporation and residents of the park.  The purpose of this provision is to assure the availability of directors to conduct the business of the Corporation.  If a share of stock is owned by more than one (1) of those joint owners shall be entitled to hold office as a Director of this Association at any one time. Section 3. Compensation.  Directors’ fees, if any, shall be determined by the members of the Association; provided, Directors designated as Officers shall never under any circumstances be entitled to fees.  Reasonable expenses, however, incurred by a Director, whether an Officer or not, may be reimbursed upon approval by the Board. Section 4. Directors Duties.  The Directors shall have a fiduciary relationship to the Corporation.  A Director shall perform his duties as a director, including his duties as a member of any committee of the board upon which he may serve, in good faith, in a manner he reasonably believes to be in the best interests of the Corporation, and with such care as an ordinarily prudent person in a like position would use under similar circumstances. In performing his duties, a director shall be entitled to rely on information, opinions, reports or statements, including financial statements and other financial data, in each case prepared or presented by: one or more officers or employees of the Corporation whom the Director reasonably believes to be reliable and competent in the matters presented, counsel, public accountants or other persons as to matters which the Director reasonably believes to be within such person’s professional or expert competence, or a committee of the board upon which he does not serve, duly designated in accordance with a provision of the Articles of Incorporation or the By-Laws, as to matters within its designated authority, which committee the Director reasonably believes to merit confidence. A Director shall not be considered to be acting in good faith if he has knowledge concerning the matter in question that would cause such reliance described above to be unwarranted. A person who performs his duties in compliance with this section shall have no liability by reason of being or having been a director of the Corporation.  The Corporation shall indemnify and hold harmless any Directors from liability for corporate action. Section 5. Presumption of Assent.  A Director of the Corporation who is present at a meeting of its directors at which action on any Corporation matter is taken shall be presumed to have assented to the action taken unless he votes against such action or abstains from voting in respect thereto because of an asserted conflict of interest. Section 6. Number.  A board of fifteen (15) Directors shall manage this Corporation.  The number of Directors may be increased or decreased from time to time by amendment to these By-Laws, but no decrease shall have the effect of shortening the terms of any incumbent director.  No decrease shall have the effect of reducing the number of Directors to less than eleven (11). Section 7. Election and Term.  At the first annual meeting of shareholders and at each annual meeting there after the shareholders and at each annual meeting thereafter the shareholders shall elect directors to hold office.  At the annual shareholders meeting for the year 1989, election of Directors shall provide for a three (3) year stagger system so that five (5) Directors have a term of three (3) years, five (5) Directors have a term of two (2) years and five (5) Directors have a term of one (1) year.  In subsequent years, at the expiration of each Director’s term of office his replacement will be elected at the annual shareholders’ meeting for a term of three (3) years.  This staggering of Directors’ terms is intended to provide continuity to the management of the Corporation. Section 8. Nominations.  It shall be the duty of the Board of Directors to appoint, not less than 45 days prior to the annual meeting, a committee on nominations consisting of not less than three (3) members.  No member of the Board may serve on such committee.  The Secretary shall post and/or mail, with the notice of the meeting, a list of all the Directors and their terms of office, indicating the retiring Directors, a statement of the number of Directors to be elected and the names of the candidates.  The Notice must be presented at least thirty (30) days before the date of the annual meeting to permit the mailing and receipt of absentee ballots.  Nothing contained therein shall, however, prevent additional nominations from the floor at the meeting of the members.  Notwithstanding anything contained in this section shall not affect in any manner whatsoever the validity of any election of Directors. Section 9. Proposal of Directors.  The proposal of members to become Directors shall be in a manner provided by the Directors and approved by the shareholders excerpt that nothing shall prevent members form making nominations for a position or the board of Directors from the floor at the annual shareholders meeting. Section 10. Vacancies.  Any vacancy occurring in the Board of Directors, including any vacancy created by reason of an increase in the number of Directors shall be filled by the remaining Directors, who shall appoint such replacement Director or Directors as are necessary to fill any vacancies.  A Director so elected will serve until the next annual meeting at which time a replacement Director shall be elected in the manner provide by these By-Laws who shall serve the remainder of the unexpired term. Section 11. Recall and Removal of Directors.  At a meeting of the shareholders called expressly for that purpose, any Director or the entire Board of Directors my be removed, with or without cause, by a vote or agreement in writing of a majority of all members then entitled to vote at an election of Directors.  A special meeting of the shareholders to recall a member or members of the Board may be called by ten percent (10%) of the shareholders giving notice of the meeting as required for a meeting of the shareholders and stating the purpose of the meeting.  §723.078(2) (1); 719.106(1) (f) If the recall is approved by a majority of all voting interests by a vote at a meeting, the recall shall be effective immediately, and each recalled member of the Board of Directors shall turn over to the Board any and all records of the association in his possession with 72 hours after the meeting. If the proposed recall is by an agreement in writing by majority of all voting interests, the agreement in writing will be served on the association by certified mail.  The Board of Directors shall call a meeting of the board within 72 hours after receipt of the agreement in writing and shall either certify the written agreement to recall members of the Board, in which case such members shall be recalled effective immediately and shall turn over to the board, within 72 hours, any and all records of the association in their possession, or proceed as described in subparagraph (c). If the Board determines not to certify the written agreement to recall members of the Board, or if the recall by a vote at a meeting is disputed, the Board shall, within 72 hours, file with the division a petition for binding arbitration pursuant to the procedures of §719.1255.  The unit owners who voted at the meeting or who executed the agreement in writing shall constitute on party under the petition for arbitration.  If the arbitrator certifies the recall as to any member of the Board, the recall shall be effective upon service of the final order of arbitration upon the association.  §719.106(1) (f) (3). Section 12. Quorum and Voting.  A majority of the number of Directors fixed by these By-Laws shall constitute a quorum for the transaction of business.  The act of the majority of the Directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. Section 13. Executive and Other Committees.  The Directors, by resolution adopted by a majority of the full Board of Directors, may designate from among its members, an executive committee and other committees, and each such committee shall serve at the pleasure of the Board with the authority contained in the Florida Statutes.  The Board, by resolution, may designate one or more Directors as alternate members of any such committee, who may act in the place and stead of any absent member or members at any meeting of such committee. Section 14. Regular Meetings.  Regular monthly meetings of the Directors shall be held at a time and place at the discretion of the Board of Directors by majority vote, provided at least one regular monthly meeting of the Board of Directors be held each month during the period September through May of each year.  These meetings re open to all members of the Corporation and notice shall be posted in a conspicuous place on the park property at least forty-eight (48) hours in advance of the meeting. Section 15. Special Meetings.  Special meetings of the Directors may be called by the President or by any two (2) Directors.  Such meeting must be open to all members and notice given as above.  Members of the Board of Directors may participate in a meeting of such Board by means of a conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other at the same time.  Participation by such means shall constitute presence in person at a meeting. Section 16. Notice.  Except in case of emergency, written notice of the time and place of Special Meetings of Directors shall be given to each Director either by personal delivery of by mail, telegram or cablegram and by notice posted on the bulletin board at least forty-eight (48) hours before the meeting.  The business to be transacted at or the purpose of any special meeting of the directors shall be specified in the notice. Notice of any meeting at which assessments against shareholders are to be discussed for any reason shall specifically contain a statement that assessments will be considered and the nature of any such assessments. The Board of Directors shall mail or hand deliver a meeting notice and copies of the proposed annual budget of expenses to the shareholders who are out of town, at that address, not less than forty-five (45) days prior to the meeting at which the budget will be considered.  Otherwise a copy of the budget shall be posted in a conspicuous place on the park premises and written notice of the time and place of the budget meeting shall be delivered to each shareholder forty- five (45) days prior to such meeting.  
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