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Park By-laws

ARTICLE V OFFICERS Section 1. Officers.  The officers of this Corporation shall consist of a president, vice president, secretary and treasurer, each of whom shall be elected or appointed by the Board of Directors.  Such other officers and assistant officers and agents as may be deemed necessary may be elected or appointed by the Board of Director’s from time to time.  Each officer shall hold office until his successor shall have been duly elected and shall have qualified or until his resignation, or until he shall have been removed in the manner provided herein.  The failure to elect a president, secretary or treasurer shall not affect the existence of this Corporation Duties of Officers.  The officers of this Corporation shall have the following duties: THE PRESIDENT shall be the chief executive officer of the Corporation, shall have general and active management of the business and affairs of the Corporation subject to the directions of the Board of Directors, and shall preside at all meetings of the shareholders and Board of Directors.  The President shall be an ex-officio member of all committees. THE VICE PRESIDENT shall preside in the absence of the President and perform the duties of the President in the event of his absence or disability. THE SECRETARY shall have custody of, and maintain, all of the Corporation records except the financial records, shall record the minutes of all meetings of the shareholders and Board of Directors, send out all notices of meetings, and perform such other duties as may be prescribed by the Board of Directors or the President. THE TREASURER shall have custody of the Corporation funds and financial records, shall keep full and accurate accounts of receipts and disbursements and render accounts thereof at the annual meetings of the shareholders and whenever else required by the Board of Directors or the President, to include a monthly financial report at the monthly Board of Directors meeting and shall perform such other duties as may be prescribed by the Board of Directors or the President. Section 3. Removal.  Any officer or agent elected or appointed by the Directors may be removed whenever in their judgment the best interest of the Corporation would be served thereby, but such removal shall be without prejudice to the contract rights, if any, of the person so removed. Section 4. Fiduciary Relationship.  The officers of the Corporation have a fiduciary relationship to the Corporation and its shareholders. ARTICLE VI CERTIFICATES FOR SHARES Section 1. Issuance.  Every holder of shares in this Corporation shall be entitled to have a certificate, representing the share to which he is entitled. All certificates representing shares shall state upon the face thereof: the name of the Corporation; that the Corporation is organized under the laws of the State; the name of the person or persons to whom issued; the par value of each share represented by such certificate or a statement that the share is without par value. Section 3. Lost, Stolen or Destroyed Certificates.  The Corporation shall issue a new stock certificate in place of any certificate previously issued if the holder of record of the certificate (a) makes proof in affidavit form that it has been lost, destroyed or wrongfully taken; (b) requests the issue of a new certificate before the Corporation has notice that the certificate has been acquired by a purchaser for value in good faith and without notice of any adverse claim; (c) gives bond in such form as the Corporation may direct, to indemnify the Corporation, the transfer agent, and registrar against any claim that may be made on account of the alleged loss, destruction, or theft of a certificate; and (d) satisfies any other reasonable requirements imposed by the Corporation. Section 4. Transfer of Shares.  Upon surrender to the Corporation of a certificate for shares duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, t shall be the duty of the Corporation to issue a new certificate to the person entitled thereto, and cancel the old certificate; every such transfer shall be entered on the transfer book of the Corporation which shall be kept at its principal office.  All such transfers are subject to the condition that only owners of mobile homes within the Park are eligible to be shareholders in this Corporation.  This restriction on ownership must appear on the face o all stock certificates. The Corporation shall be entitled to tat the holder of record of any share as the holder in fact thereof, and accordingly, will not be bound to recognize any equitable or other claim to or interest in such share on the part of any other person whether or not it shall have express or other notice thereof, except as expressly provided by the laws of this State. Section 5. Transfer fees.  The assignment, sale, mortgage, lease, sublease or other transfer of a unit is subject to approval by the association pursuant to these By-Laws and the master occupancy agreement.  The association may impose a fee in connection with the approval of the assignment, sale, mortgage, lease or sublease of units that shall not exceed $50.00 per applicant.  However, if the lease or sublease is a renewal of a lease or sublease with the same lessee or sub-lessee, no charge shall be made.  The Board of Directors shall have the authority to require a security deposit from sub-lessees (renters) in an amount not to exceed the equivalent of 1 month’s rent.  The security deposit shall protect against damages to the common areas or cooperative property.  Within 15 days after a tenant vacates the premises, the association shall refund the full security deposit or give written notice to the tenant of any claim made against the security.  Disputes under this paragraph shall be handled as disputes concerning a security deposit under §83.49, Florida Statutes.  §719.106. (1) (i). ARTICLE VII MEETINGS OF SHAREHOLDERS Section 1. Annual Meeting.  The annual meeting of the shareholders of this Corporation shall be held the third Saturday of February of each year.  The annual meeting of the shareholders for any year shall be held no later than thirteen months after the last preceding annual meeting of the shareholders.  Business transacted at the annual meeting shall include the election of Directors of the Corporation. Section 2. Special Meetings.  Special meetings of the shareholders shall be held when directed by the President, the Board of Directors, or when requested in writing by the holders of not less than ten (10) percent of all the shares entitled to vote at the meeting.  A meeting requested by shareholders shall be called for a date not less than fourteen (14) or more than sixty (60) days after the request is made, unless the shareholders requesting the meeting designate a later date.  The call for the meeting shall be issued by the Secretary, unless the President, Board of Directors, or shareholders requesting the meeting shall designate another person to do so. Section 3. Place.  Meetings of the shareholders shall be held within Pinellas County, State of Florida, or as determined by the Board of Directors. Section 4. Notice.  Written notice stating the place, day and hour of the meeting and, in the case of a special meeting, the purposes for which the meeting is called, shall be delivered not less than fourteen (14) nor more than sixty (60) days before the meeting, by certified mail, by or at the direction of the President, the Secretary, or the officer or persons calling the meeting to each shareholder of record entitled to vote at such meeting.  Such notice shall be deemed to be delivered when deposited in the United States mail addressed to the shareholder at his address as it appears on the stock transfer books of the Corporation, with postage thereon prepaid, except that notices sent to shareholders known to be part-time residents of the Park shall keep their other residence address on file with the Park Secretary and when they are not at their Park address their notices shall be sent to their other official address.  A shareholder may waive in writing his right to receive mail delivery of his notice to meetings.  The Secretary of the Corporation must keep this written waiver on file.  Notice of all shareholder meetings must be posted in a conspicuous place on the park property at least fourteen (14) days prior to all such meetings.  An officer of the Corporation must provide an affidavit affirming that the notices were mailed (or hand delivered where there are written waivers of mail delivery) according to the provisions of this Article to each member at the address last furnished to the Corporation. Section 5. Notice of Adjourned Meetings.  When a meeting is adjourned to another place or time, it shall not be necessary to give any notice of the adjourned if the place and time to which the meeting is adjourned are announced at the meeting at which the adjournment is taken, an at the adjourned meeting any business may be transacted that might have been transacted on the original date of the meeting.  If, however, after the adjournment the Board of Directors fixes a new record date for the adjourned meeting, a notice of the adjourned meeting shall be given as provided in this section to each shareholder of record on the new record date entitled to vote at such meeting. Section 6. Closing of Transfer Books and Fixing Record Date.  For the purpose of determining shareholders entitled to notice of or to vote at any meeting of shareholders or any adjournment thereof, or entitled to receive payment of any dividend, or in order to make a determination of shareholders for any other purpose, the Board of Directors shall provide that the stock transfer books shall be closed for a stated period but not to exceed, in any case, sixty (60) days.  If the stock transfer books shall be closed for the purpose of determining shareholders entitled to notice of or to vote at a meeting of shareholders, such books shall be closed for at least fifteen (15) days immediately preceding such meeting. When a determination of shareholders entitled to vote at any meeting of shareholders has been made as provided in this section such determination shall apply to any adjournment thereof, unless the Board of Directors fixes a new record date for the adjourned meeting. Section 7. Voting Record.  The officers or agent having charge of the stock transfer books for the shares of the Corporation shall make, at least ten (10) days before each meeting of the shareholders, a complete list of the shareholders entitled to vote at such meetings or any adjournment thereof, with the address of and the number of shares held by each.  The list, for a period of ten (10) days prior to such meeting, shall be kept on file and at the registered office of the Corporation and any shareholder shall be entitled to inspect the list at any time during usual business hours.  The list shall also be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any shareholder at any time during the meeting. A list of eligible shareholders shall be distributed to each current member of the Board of Directors at least ten (10) days prior to the meeting for which the voting record is required. If the requirements of this section have not been substantially complied with, the meeting, o demand of any shareholder in person or by proxy, shall be adjourned until the requirements are complied with.  If no such demand is made, failure to comply with the requirements of this section shall not affect the validity of any action taken at such meeting. Section 8. Shareholders Quorum and Voting.  A majority of the shares entitled to vote, represented in person or by proxy, shall constitute a quorum at a meeting of shareholders. If a quorum is present, the affirmative vote of the majority of the shares represented at the meeting and entitled to vote shall be the act of the shareholders unless otherwise provided by law. After a quorum has been established at a shareholders’ meeting, the subsequent withdrawal of shareholders, so as to reduce the number of shareholders 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 of any adjournment thereof. Section 9. Voting of Shares.  Each shareholder entitled to vote in accordance with the terms and provisions of the Articles of Incorporation and the By-Laws shall be entitled to one (1) vote for each share of stock owned by such shareholder.  No shareholder shall be entitled to vote if he is more than 30 days delinquent in the payment of any assessments.  Upon demand of any shareholder, the vote for Directors shall be by ballot. Section 10. Proxies. Every shareholder entitled to vote at a meeting of shareholders or to express consent of dissent without a meeting, or a shareholder’s duly authorized attorney-in-fact, may authorize another person or persons to act for him by proxy, but no one shall be authorized to hold more than 5 proxies.  The shareholder or his attorney-in-fact must sign every proxy.  Every proxy shall be effective only for the specific meeting for which it has been given and any lawfully adjourned meetings thereof, except that in no event will a proxy be valid for more than ninety (90) days from the date it was executed.  Additionally, every proxy shall be revocable at the pleasure of the shareholder executing it. The authority of the holder of a proxy to act shall not be revoked by the incompetence or death of the shareholder who executed the proxy unless, before the authority is exercised, written notice of adjudication of such incompetence or of such death is received by the Corporation officer responsible for maintaining the list of shareholders. Section 11. Action by Shareholders Without a Meeting.  Any action required by law, these By-Laws or the Articles of Incorporation of this Corporation to be taken at any annual or special meeting of shareholders of the Corporation, or any action which may be taken at any annual or special meeting of such shareholders, may be taken without a meeting, without prior notice and without a vote, if consent in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action. ARTICLE VIII BOOKS AND RECORDS This Corporation shall keep correct and complete books and records of account and shall keep minutes of the proceedings of its shareholders, directors and committees of directors upon the terms and conditions provided by law, and shall be available for inspection by shareholders, or their authorized representatives, and board members at reasonable time.  The Corporation shall retain these minutes and records for a period of not less than seven (7) years.  §723.078 (2) (e). All persons who control or disburse funds of the association shall be bonded in the principal sum of not less than $10,000.00 for each such person.  The association shall bear the cost of bonding, unless otherwise provided by contract between the association and an independent management company.  §719.106 (1) (k). ARTICLE IX FISCAL YEAR The fiscal year of the Corporation shall begin on the first day of November in each year. ARTICLE X CORPORATE SEAL The Directors shall provide a corporate seal, which shall be circular in form and shall have inscribed thereon the name of the Corporation, state of incorporation, year of incorporation and the words “corporate seal.” ARTICLE XI RULES AND REGULATIONS Rules and Regulations, as established by the Board of Directors and approved by the shareholders, are hereby made a part of these By-Laws, and shall bind all shareholders and tenants until such time as they are amended.  New rules and regulations may be approved by the vote of a majority of those present and entitled to vote at any meeting at which there is a quorum. ARTICLE XII AMENDMENT These By-Laws may be repealed or amended, and new By-Laws adopted by a two-thirds (2/3) vote of the shareholders at an annual meeting or a special meeting called for that purpose. Text of the proposed change shall be posted at the clubhouse and/or the office door of the Corporation at least four weeks prior to the called meeting.  No By-Law shall be revised or amended by reference to the title or the number alone. Proposals to amend existing By-Laws shall contain the full text of the By-Laws to be amended; new words shall be inserted in the text underlined, and words to be deleted shall be lined through with hyphens.  However, if the proposed change is so extensive that the above procedure would hinder understanding of the proposal, it is not necessary to use the above procedure.  Instead, the following notation must appear immediately preceding the proposed: “Substantial rewording of By-Law.  See By-Law (insert appropriate article and section number) for present text.”  §719.106 (1) (h). ARTICLE XIII BUDGET A proposed annual budget of common expenses shall be prepared by the Board of Directors and copies sent to the unit owners at least thirty (30) days prior to the meeting at which the budget will be considered.  The meeting shall be open to all unit owners. The budget shall show the amounts budgeted by accounts and expense classifications, including but not limited to reserve accounts for capital expenditures, deferred maintenance, roof replacement, building painting, pavement resurfacing, administration of the cooperative, management fees, maintenance, taxes, insurance, security provisions, other expenses, operating capital, fees payable to the division. The proposed annual budget of common expenses shall be detailed and shall show the amounts budgeted by accounts and expense classifications, including, if applicable, but not limited to, those expenses listed in §719.504 (20).  In addition to annual operating expenses, the budget shall include reserve accounts for capital expenditures and deferred maintenance for any item for which the deferred maintenance expense or replacement cost is greater than $10,000.00.  These accounts shall include, but not be limited to, roof replacement, building painting, and pavement resurfacing.  The amount to be reserved shall be computed by means of a formula, which is based upon estimated life and estimated replacement cost or deferred maintenance expense of each reserve item.  The foregoing shall not apply to any budget in which the members of the association have, by vote of the majority of members present at a duly called meeting of the association, determined for a fiscal year to provide no reserves or reserves less adequate than required by the foregoing section.  If a meeting of the unit owners has been called to determine to provide no reserves or reserves less than adequate than required, and such result is not attained or a quorum is not attained, the reserves as included in the budget shall go into effect.  §719.106 (1) (i). The budget shall be adopted at a meeting of the Directors of the Corporation.  The Board of Directors may, in any event, propose a budget to the unit owners at a meeting of members or by writing, and if the budget or proposed budget is approved by the unit owners at the meeting or by a majority of all shareholders in writing, the budget shall be adopted.  If a meeting of the unit owners has been called and a quorum is not attained or the unit owners do not adopt a substitute budget, the budget adopted by the Board of Directors shall go into effect as scheduled.  §719.106 (1) (f) (3). If the budget adopted by the Board requires assessment against the unit owners in any fiscal or calendar year exceeding 115 percent (115%) of such assessments for the preceding year, a special meeting of the unit owners shall be held upon written application of 10 percent (10%) of the shareholders.  Not less than ten (10) days written notice shall be given to each unit owner, but the meeting shall be held within thirty (30) days of delivery of such application to the Board.  At the special meeting, unit owners may consider and enact a revision of the budget or recall any or all members of the Board and elect their successors.  §719.106 (1) (e) (2). In determining whether assessments exceed 115 percent (115%) of similar assessments for prior years, any authorized provisions for reasonable reserves for repair or replacement of cooperative property, anticipated expenses by the association which are not anticipated to be incurred on a regular or annual basis, or assessments of r betterments to the cooperative property shall be excluded from computation.  However, as long as the developer is in control of the board of administration, the board shall not impose an assessment for any year greater than 115 percent (115%) of the prior fiscal or calendar year’s assessment without approval of a majority of all shareholders.  §719.106 (1) (e) (4). Within sixty (60) days following the end of the fiscal year the Board shall mail or furnish by personal delivery to each shareholder a complete financial report of actual receipts and expenditures for the previous twelve (12) months.  The report shall show the amount of receipts by accounts and receipt classifications and shall show the amount of expenses by accounts and expense classifications including, but not limited to: costs of security, professional and management fees and expenses, taxes, costs for recreational facilities, expenses for refuse collection and utility services, expenses for lawn care, costs for building maintenance and repair, insurance costs, administrative and salary expenses, general reserves, maintenance reserves, and depreciation reserves. Except where such may be in conflict with other provisions of these By-Laws, the Board of Directors is authorized to make capital improvements and emergency expenditures no to exceed $5,000.00 in any one calendar year, unless approved by a majority vote of the shareholders eligible to vote at a special meeting at which a quorum of shareholders is present called for the purpose of increasing the limitation of capital expenditures, and providing funds are available and do not deplete the budgeted expenses.  These expenditures must be approved by a full two thirds (2/3) of the total number of Directors in office at the time the decision is made to expend the funds.  However, until 1993 no expenditure can be made for a capital improvement that would deplete the Associations cash reserve below $125,000.00 unless approved by a majority of the full number of shareholders of record and eligible to vote. ARTICLE XIV COSTS AND ASSESSMENTS Section 1. Costs.  All costs of operating, debt retirement, interests, other expenses and a reserve fund shall be shared according to the Schedule of Common Assessments established by the board of directors.  The schedule of Common Assessments shall not be changed except by the written consent of those shareholders affected. Section 2. Assessments.  All assessments shall be made monthly in amounts sufficient to provide funds in advance for payment of all anticipated current operating expense and for all unpaid operating expense previously incurred and collected monthly and shall specify what portion is to cover debt retirement and what portion is to cover maintenance and other costs.  §719.106 (1) (q). Section 3. Contingency Fund.  Sufficient funds shall be retained from the monthly payments to set up and maintain a contingency fund, to be used for other than daily expenses. Section 4. Late Fees.  The Board may establish and enforce the payment of late fees or assessments not paid within ten (10) calendar days from their due date. Section 5. The Board of Directors may enforce the payment of assessments, fees properly imposed by the Board, and interest that has accrued on such unpaid assessments and fees by any method provided by law, including but not limited to the filing of a clam of lien, foreclosure of the owner’s interest in the association, and a civil suit for damages.  The choice of any remedy by the Directors does not constitute an election or the waiver of any remedy.  Any lien established by the Corporation shall also secure reasonable attorney’s fees incurred by the Corporation incident to the collection of the rents and assessments for enforcement of such lien.  In any foreclosure, the unit owner shall pay a reasonable rent for the cooperative parcel. If any assessment is not paid within thirty (30) days after the delinquency date, which shall be set by the Board of Directors, the assessment shall bear interest from the date due at the rate of ten (10%) percent per annum, and the association may at any time thereafter bring an action to foreclose the lien against the shareholder in a like manner as a foreclosure of a mortgage on real property, or a suit on the personal obligation against the owner, and there shall be added to the amount of such assessment the cost of preparing and filling the complaint in such action including reasonable attorney’s fee, and in the event that a judgment is obtained, such judgment shall include interest on the assessment as provided and a reasonable attorney’s fee to be fixed by the court, together with costs of the action. Section 6. Subordination to lien of mortgages.  The lien of the assessments for which provision is herein made, as well as in any other article of these By-Laws, shall be subordinate to the lien of any first mortgage to a federal or state chartered bank, mortgage company, life insurance company, federal or state savings and loan association or real estate investment trust which is perfected by law prior to the enforcement of a claim of lien for any such unpaid assessments by the association.  Such subordination shall apply only to the assessments which have become due and payable prior to a sale or transfer of such unit by deed in lieu of foreclosure of such unit or pursuant to a decree of foreclosure, and in any other proceeding in lieu of foreclosure of such mortgage, provided however, any such unit shall be liable, following such sale, for a pro rata share of any unpaid assessments against such unit accruing prior to such sale, in common with all other shareholders.  No sale or transfer shall relieve any shareholder from liability for any assessments thereafter becoming due, nor from the lien of any such subsequent assessment.  The written opinion of the association that the lien is subordinate to a mortgage shall be dispositive of any question of subordination. ARTICLE XV ARBITRATION Internal disputes among developers, unit owners, associations and their agents and assigns shall be subject to voluntary binding arbitration in accordance with §719.1255, Florida Statutes, as the same may be amended from time to time.  §719.106 (1) (1). ARTICLE XVI Wherever used in this document, the singular shall include the plural, and the masculine gender shall include the feminine, and vice-versa, regardless of the terminology stated herein.
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