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BY-LAWS
OF
PALM MANOR CONDOMINIUM ASSOCIATION, INC
“A Corporation not for profit under the laws of the State of Florida”
ARTICLE I. –
IDENTIFICATION
ARTICLE II – MEMBERS MEETINGS
ARTICLE III – DIRECTORS
ARTICLE IV – POWERS AND DUTIES OF THE BOARD OF DIRECTORS
ARTICLE V – OFFICERS
ARTICLE VI – FISCAL MANAGEMENT
ARTICLE VII – PARLIAMENTARY RULES
ARTICLE VIII – AMENDMENTS
FOREGOING
ARTICLE I. – IDENTIFICATION
(1.1) Identify.
These are
the By-Laws of PALM MANOR CONDOMINIUM ASSOCIATION, INC., hereinafter called Association in these By-Laws, a corporation not
for profit under the laws of the State of Florida, the articles of Incorporation of which were filed in the office of the
Secretary of State on -------------------, 19---.
The
Association has been organized for the purpose of administering a Condominium pursuant to Chapter 718, Florida Statutes, called
the Condominium Act in these By-Laws, which condominium is identified by the name PALM MANOR and is located upon the lands
as more particularly described in the Declaration of Condominium in Englewood,
Charlotte County, Florida.
(1.2) Office
The office
of the Association will be located at the condominium, Englewood, Florida.
(1.3) Fiscal Year
The fiscal
year of the Association shall be the calendar year.
(1.4) Seal
The seal of
the corporation shall bear the name of the corporation, the word “Florida”,
the words “Corporation not for profit” and the year of incorporation, and the impression of which is as follows:
ARTICLE II – MEMBERS MEETINGS
(2.1)
Annual Meeting.
The annual
meeting of the members shall be held in the office of the corporation at 10:00 A.M. Eastern Standard Time, on the first Tuesday
of November of each year, for the purpose of electing directors and transacting
any other business authorized to be transacted by the members; provided, however, if that day is a legal holiday, the meeting
shall be held at the same hour the next day that is not a holiday.
(2.2) Special Meeting.
Special meetings
of the members shall be held whenever called by the President or Vice President, or by a majority of the Board of Directors,
and must be called by such officers upon receipt of a written request from members entitled to cast one-half of the votes
of the entire membership.
(2.3)
Notice of Meetings.
Notice of
meetings of the members stating the time and place and object for which the meeting is called shall be given by the President
or Vice President or Secretary, unless waived in writing. Such notice shall be
in writing to each member at his address as it appears on the books of the Association and shall be mailed not less than 14
days nor more than 60 days prior to the date of the meeting. Proof of such mailing
shall be given by the affidavit of the person giving the notice. Notice of meeting
may be waived before or after the meetings. Notice will also be given by posting
a copy of such notice at a conspicuous place on the condominium property at least 14 days prior to the date of the meeting.
(2.4)
Quorum.
A quorum at
meetings of the members shall consist of persons entitled to cast a majority of the votes of the entire membership. The acts approved by a majority of the votes present at a meeting at which a quorum is present shall constitute
the acts of the members except when approval by a greater number of members is required by the Declaration of Condominium,
the Articles of Incorporation, or these By-Laws.
(2.5)
Voting
In any meeting
of members the owners of Units shall be entitled to cast one vote for each unit owned by the member, unless the decision to
be made is elsewhere required to be determined in another manner. If a unit is
owned by one person, his right to vote shall be established by the record title to his unit.
If a unit is owned by more than one person, or is under lease, the person to cast the vote for the unit shall be designated
by a certificate signed by all of the record owners of the unit and filed with the secretary of the Association. If a unit is owned by a corporation, the person entitled to cast the vote for the unit shall be designated
by a certificate signed by the President or Vice president and attested by the Secretary or Assistant Secretary of the corporation
and filled with the Secretary of the Association. Such certificates shall be
valid until revoked or until superseded by a subsequent certificate or until a change in the ownership of the unit concerned. A certificate designating the person entitled to cast the vote of a unit may be revoked
by any owner of a unit. If such a certificate is not on file, the vote of such
owners shall not be considered in determining the requirement for a quorum or for any other purpose.
(2.6) Proxies.
Votes may
be cast in person or by proxy. A proxy may be made by any person entitled to
vote and shall be valid only for the particular meeting designated in the proxy, and must be filed with the secretary of the
Association before the appointed time of the meeting, or any adjournment of the meeting.
No one person shall be designated to hold more than five proxies. A proxy may be voted by the individual holding same
on any matter which may lawfully come before the meeting.
(2.7) Adjourned Meetings.
If any meeting
of the members cannot be organized because a quorum has not attended, the members who are present, either in person or by
proxy, may adjourn the meeting from time to time until a quorum is present.
(2.8) Order of Business
The order
of business at annual meetings of the members, and as far as practical at other
meetings of the members, shall be:
a. Election
of Chairman of the Meeting.
b. Calling
of the roll and certifying of proxies.
c. Proof
of notice, or waiver of notice.
d. Reading and disposal of any unapproved minutes.
e. Reports
of committees.
f. Reports
of Officers
g. Election
of inspectors of election.
h. Election
of Directors.
i. Unfinished
Business
j. New
Business
k. Adjournment.
(2.9)
Proviso.
Provided,
however, that until Developer has transferred control of the Association to the unit owners, as provided in Paragraph 3.2
of these By-Laws, the proceedings of all meetings of members of the Association shall have no effect unless approved by the
Board of Directors of the Association.
ARTICLE III – DIRECTORS
(3.1) Number
The affairs
of the Association shall be managed by the Board of not less than two nor more than four Directors, the exact number to be
determined at the time of the election.
(3.2) Election of Directors.
The election
of Directors shall be conducted in the following manner:
a. Election
of Directors shall be held at the annual meeting of the members
b.
A nominating committee of two members shall be appointed by the Board of Directors not less than fifteen days prior
to the annual meeting of members. The committee shall nominate one person for
each Director then serving. Nominations for additional directorships created
at the meeting shall be made from the floor, and other nominations may be made from the floor.
c.
The election shall be by ballot (unless dispensed by unanimous consent) and by plurality of the votes cast, each person
voting being entitled to cast his votes for each of as many nominees as there are vacancies to be filled. There shall be no
cumulative voting.
d. Except as to vacancies provided by removal of Directors by members, vacancies in the Board of Directors
occurring between annual meetings of members shall be filled by the remaining Directors.
e. Any Director may be removed with or without cause by concurrence of a majority of the votes of the
entire membership at a special meeting of the members called for this purpose. The vacancy in the Board of Directors so created
shall be filled by the members of the Association at the same meeting.
f.
Provided, however, that Developer shall be empowered to elect Directors of the Association pursuant to paragraph 15
B of the Declaration of Condominium.
(3.3) Term
The term of
each Director’s service shall extend until the next annual meeting of the members and subsequently until his successor
is duly elected and qualified, or until he is removed in the manner elsewhere provided.
(3.4) Organization Meeting
The organization
meeting of a newly elected Board of Directors shall be held within 10 days of their election , at such place and time as shall
be fixed by the Directors at the meeting at which they were elected, and no further notice of the organization meeting shall
be necessary.
(3.5)
Regular Meetings
Regular meetings of the Board of Directors may be held at such time and place as shall be determined from time to time
by a majority of the Directors. Notice of regular meetings shall be given to
each Director, personally or by mail, telephone or telegraph, at least three days prior to the day named for such meeting. Meetings of the Board of Directors shall be open to all unit owners and notices of
the said meetings shall be posted conspicuously on the condominium property 48 hours in advance for the attention of the unit
owners except in cases of emergency.
(3.6) Special Meetings
Special meetings of the Directors may be called by the President and must be called by the secretary at the written
request of one-third of the Directors. Not less than 24 hours notice of the meeting
shall be given personally or by mail, telephone or telegraph, which notice shall state the term, place and purpose of the
meeting. Special meetings shall be held only in cases of emergency.
(3.7) Waiver of Notice.
Any Director may waive notice of a meeting before or after the meeting, and
such waiver shall be deemed equivalent to the giving of notice.
(3.8) Quorum.
A quorum at Director’s meetings shall consist of a majority of the entire Board of Directors. The acts approved by a majority of those present at the meeting at which a quorum is present shall constitute
the acts of the Board of Directors, except when approval by a greater number of Directors is required by the Declaration of
Condominium, the Articles of Incorporation or these By-Laws.
(3.9) Adjourned
Meetings.
If at any meeting of the Board of Directors there be less than a quorum present, the majority of those present may
adjourn the meeting from time to time until a quorum is present. At any adjourned
meeting any business that might have been transacted at the meeting as originally called may be transacted without further
notice.
(3.10) Presiding Officer.
The presiding officer of Directors meetings shall be the Chairman of the Board, if such an officer has been elected;
and if none, the President shall preside. In the absence of the presiding officer,
the Directors present shall designate one of their number to preside.
(3.11) Order of Business.
The order of business
at the Directors meetings shall be:
a.
Call of Roll
b. Proof of due notice of meetings
c. Reading and disposal of any unapproved minutes
d. Reports of officers and committees
e.
Election of officers
f.
Unfinished Business
g. New Business
h. Adjournment
(3.12) Directors’ Fees.
Director’s fees, if any, shall be determined by the members.
ARTICLE IV – POWERS AND DUTIES OF THE BOARD OF DIRECTORS
(4.1)
All of the powers and duties of the Association existing under the Condominium Act, Declaration of Condominium, Articles of Incorporation and these By-Laws shall be exercised exclusively by the
Board of Directors, or its duly authorised agents, contractors, or employees subject only to the approval by unit owners when
such is specifically required. Such powers and duties of the Directors shall
include but shall not be limited to the following:
a To make and collect assessments against
members to defray the cost, expenses and losses of the condominium and association property.
b To use the proceeds of assessment in the exercise of its powers and duties
c The maintenance, repair, replacement and operation of the condominium
property.
d The reconstruction of improvements
after casualty and the further improvements of the property.
e To make and amend regulations respecting
the use of the property in the condominium.
f To approve or disapprove proposed
transactions in the manner provided by the Condominium Declaration.
g To enforce by legal means the provision
of applicable laws, the Condominium documents, Declaration of Condominium, the
By-Laws of the Association, and the regulations for the use of the property within the condominium.
h To contract for management of the
condominium and to delegate to such contractor such powers and duties of the Association except as are specifically required
by the condominium documents or applicable laws to have approval of the Board of Directors or the membership of the Association.
j To carry insurance for the
protection of apartment owners and the Association against casualty and liabilities.
k To pay the cost of all power, water,
sewer and other utility services rendered to the condominium and not billed to owners of individual units.
l To employ personnel for reasonable
compensation to perform the services required for proper administration of the purposes of the Association.
m To acquire and to enter into agreements
whereby it acquires leaseholds, memberships and other possessory or use interest in lands or facilities whether or not contiguous
to the lands of the Condominium intended to provide for the enjoyment, recreation or other use and benefit of the unit owners
within the Condominium.
n To contract for the management or
operation of portions of the common elements susceptible to separate management or operation and lease such property.
o To purchase units in the Condominium
subject to any restrictions to set forth within the Declaration of Condominium and to acquire and hold, lease, mortgage and
convey same.
p To maintain a class action on behalf
of the Association and to settle a cause of action on behalf of the unit owners with
reference to matters of common interest.
ARTICLE V – OFFICERS
(5.1) Executive Officers.
The executive
officers of the Association shall be a President who shall be a Director; a Treasurer ; a Secretary and an Assistant Secretary,
all of whom shall be elected annually by the Board of Directors and who may be peremptorily
removed by vote of the Directors at any meeting. Any person may hold two
or more offices, except that the President shall not also be the
Secretary or Assistant Secretary. The Board of Directors from time to time shall
elect such other officers and designate their powers and duties as the Board shall find to be required to manage the affairs
of the Association.
(5.2) President.
The President shall be the chief executive officer
of the Association. He shall have all the powers and duties usually vested in the office of president of an association, including
but not limited to the power to appoint committees from among the members from time to time, as he in his discretion may determine
appropriate, to assist in the conduct of the affairs of the Association.
(5.3) Secretary.
The Secretary
shall keep the minutes of all proceedings of the Directors and the members. He
shall attend to the giving and serving of all notices to the members and Directors, and other notices required by law. He shall have custody of the seal of the Association and affix it to instruments requiring
a seal when duly signed. He shall keep the records of the Association except
those of the Treasurer, and shall perform all other duties incident to the office of secretary of an association and as may
be required by the Directors or the President. The Assistant Secretary shall
perform the duties of the Secretary when the Secretary is absent.
(5.4) (No section 5.4 listed)
(5.5) Treasurer
The Treasurer
shall have custody of all property of the Association, including funds, securities and evidence of indebtedness. He shall keep the books of the Association in accordance with good accounting practice and he shall perform
all other duties incident to the office of Treasurer.
(5.6) Compensation
The compensation
of all officers and employees of the Association shall be fixed by the Directors. The provisions that Directors fees shall
be determined by the members shall not preclude the Board from employing a Director as an employee of the Association, nor
preclude the contracting with a Director for the management of the condominium.
(5.7) Indemnification of Directors and Officers.
Every Director
and officer of the Association shall be indemnified by the Association against all expenses and liabilities, including counsel
fees, reasonably incurred by or imposed upon him in connection with any proceeding to which he may be party, or in which he
may become involved, by reason of his being or having been a director or officer of the Association, at the time such expenses
were incurred, except in such cases wherein the Director or officer is adjudged guilty of wilful misfeasance in the performance
of his required duties, provided that in the event of a settlement the indemnification herein shall apply only when the Board
of Directors shall approve such settlement and reimbursement as being for the best interest of the Association. The foregoing rights of indemnification shall be in addition to and not exclusive of all other rights to
which such director or officer may be entitled.
ARTICLE VI – FISCAL MANAGEMENT
The provisions
for fiscal management of the Association set forth in the Declaration shall be supplemented by the following provisions:
(6.1) Assessment Roll.
The assessment
roll shall be maintained in a set of accounting books in which there shall be an account for each apartment. Such an account shall designate the name and address of the owner or owners, the amount of each assessment
against the owners, the dates and amounts in which the assessment come due, the amounts paid upon the account, and the balance
due upon assessments.
(6.2) Budget.
The Board
of Directors shall adopt a budget for each calendar year which shall contain estimates of the cost of performing the functions
of functions of the Association. The budget shall include estimated common expenses
and a reasonable allowance for contingencies and reserves less the unneeded fund balances on hand, if any. Copies of the budget and proposed assessments shall be transmitted to each unit owner not less than 30days
prior to the meeting at which the budget will be considered together with notice of the meeting. Such notice shall include the time and place at which the meeting of the Board of Directors to consider
the budget shall be held, and such meeting shall be open to unit owners. If the
budget is substantially amended before the assessments are made a copy of the amended budget shall be furnished. The budget
shall contain a reserve for capital expenditures pursuant to Florida.
Statutes. 718.112 (2) (k) (1979).
(6.3) The Depository.
The depository
of the Association shall be such bank or banks in Florida
as shall be designated from time to time by the Directors and in which the moneys for the Association shall be deposited. Withdrawal of moneys from such accounts shall be only by checks signed by such persons
as are authorized by the Directors.
(6.4) Audit.
An audit of
the accounts of the Association shall be made annually by a certified public accountant, and a copy of the report shall be
furnished to each member not later than April 15th of the year following the year for which the report is made.
(6.5) Bonds.
Fidelity bonds
shall be required by the Board of Directors from all officers and employees of the Association and from any contractor handling
or responsible for Association funds. The amount of such bonds shall be determined
by the Board of Directors. However, the amount of such bonds shall not be less than one-half or one-third of the amount of
the total annual assessments against members for common expenses. The premiums on such bonds shall be paid by the Association.
ARTICLE VII – PARLIAMENTARY RULES
(7.1) Roberts’ Rules of Order ( Latest edition ) shall govern the conduct of Association meetings, when not in conflict with the Declaration of Condominium, Articles
of Incorporation or these By-Laws.
ARTICLE VIII – AMENDMENTS
(8.1) Amendments.
Amendments
to the By-Laws shall be proposed in the following manner.
a.
Notice of the subject matter of a proposed amendment shall be included
in the notice of any meeting at which a proposed amendment is considered.
b.
A resolution adopting a proposed amendment must receive approval of 66%
of the votes of the membership of the Board of Directors and 51% of the votes of the entire membership of the Association. Directors and members not present at the meetings considering the amendments may express
their approval in writing.
c.
An amendment may be proposed by either the Board of Directors or by the
membership of the Association, and after being proposed and approved by one of such bodies it must be approved by the other.
d.
When an amendment has been so adopted, a copy of same shall be attached
to a certificate certifying that the amendment was duly adopted as an amendment of the Declaration and By-Laws, which certificate
shall be executed by the officers of the Association with the formalities of a deed when such certificate and copy of amendment
are recorded in the Public Records of Charlotte County, Florida
e.
These By-Laws shall be amended, if necessary, so as to make the same consistent
with the provisions of the Declaration of Condominium.
f.
Weight of votes cost by members of the Association shall be one vote for
each unit.
g.
When a quorum is present at any meeting, the holders of a majority of the
voting rights present in person or represented by written proxy shall decide
any questions brought before the meeting, unless the question is one upon which by expressed provision of applicable laws,
the Condominium Declaration, the Articles of Incorporation, or by the By-Laws a different percentage is required, in which
case such expressed provision shall govern and control the decision of such meeting.
THE FOREGOING
were adopted as the By-Laws of a corporation not for profit, under the Laws of the State of Florida, at the first meeting of the Board of Directors on_______________,
19____.
______________________________________
Secretary
Approved
___________________________________
President
FOREGOING
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AMENDMENTS TO DELARATION OF CONDOMINIUM OF PALM MANOR,
A CONDOMINIUM AND
BYLAWS OF PALM MANOR CONDOMINIUM ASSOCIATION, INC
Pursuant to section 718.110 of the Florida Statutes, the Declaration of Condominium of Palm Manor, a Condominium, is
amended as follows:
1. Section 10 Paragraph D, of the Declaration of Condominium
is amended to read as follows:
“D Regulations
- Reasonable regulations concerning the use of the condominium property, recreation area and facilities may be made and amended
from time to time by a majority vote of the Board of Directors. The initial rules and regulations have been established by
the developer and are attached hereto as exhibit ’D’ Copies of such regulations and amendments thereto shall be
furnished by the association to all unit owners. The rules and regulations as they may be amended from time to time shall
be incorporated into all leases of units”
2.
A new Section 10, Paragraph F, is added to the declaration of Condominium
to read as follows:
“F Motorcycle
Parking – Motorcycles or other vehicles emitting loud engine noise may not be parked on the common elements, except
that they may be parked only in the overflow parking area so designated as the north perimeter of the condominium project”
____________________________________________________________________________________________________________
The Bylaws of PALM MANOR CONDOMINIUM ASSOCIATION, INC are
amended as follows:
Section 2.1 Article II, is amended to read as follows:
“2.1) Annual Meeting.
The annual
meeting of the members shall be held in the office of the corporation at 3:00 P.M. Eastern Standard Time, on the Wednesday
after Christmas of each year, for the purpose of electing directors and transacting any other business authorized to be transacted
by the members; provided, however, if that is a legal holiday, the meeting shall be held at the same hour on the nex t day
that is not a holiday.” (
Note this has subsequently been changed to October)
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