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A
Florida corporation
Not-for-Profit
SECTION
1 - PRINCIPAL OFFICE - The principal
office of the corporation shall be located at
such place within the State of Florida as the
Board of Directors shall designate from time
to time.
SECTION
2 - ADDITIONAL OFFICES - The corporation
may also have offices and branch offices at
such other places as the Board of Directors
from time to time may designate or the business
of the corporation may require.
The seal of the
corporation shall be a circular impression and
shall bear the name of the corporation, the
word "FLORIDA" and the word "SEAL".
The Board of Directors, by resolution, may change
the form of the corporate seal from time to
time.
SECTION
1 - "ASSOCIATION" - shall mean
and refer to the Rotonda Meadows/Villas Conservation
Association, Inc., a Florida not-for-profit
corporation, its successors and assigns.
SECTION
2 - "COMMON AREAS" - includes
within its meaning the following: (a) all real
property owned by the Association for the common
use and enjoyment of the parcel owners; (b)
all easements owned by the Association for the
common use and enjoyment of the parcel owners
on or adjacent to the real property owned by
the Association.
SECTION
3 - "LOT" or "PARCEL"
- shall mean and refer to any parcel of real
property described in composite Attachment "A"
(hereinafter "the Property"). The
term "lot" or "parcel" shall
also include any lot or parcel created by subdividing
or combining any lots or parcels described in
the said composite Attachment "A".
SECTION
4- "MAINTENANCE" - shall mean
the exercise of reasonable care to keep the
common elements and improvements in a condition
comparable to their original condition, normal
wear and tear excepted. Maintenance of landscaping
and the storm water management area shall further
mean the exercise of generally accepted management
practices necessary to promote a healthy environment
for optimum plant growth.
SECTION
5 - "MEMBER" - shall mean every
person or entity who holds membership
in the Association.
SECTION
6 - "MORTGAGE" - shall mean
an institutional mortgage or a deed of trust.
SECTION
7 - "MORTGAGEE" - shall mean
a holder of an institutional first mortgage
or a beneficiary under or holder of a deed of
trust.
SECTION
8 - "OWNER," "LOT OWNER"
or "PARCEL OWNER" - shall mean the
record owner, whether one or more persons or
entities, of a fee simple title to any parcel
which is a part of the Property, but shall not
include those holding title merely as security
for performance of an obligation or purchasers
under contract.
SECTION
9 - Unless otherwise clearly indicated,
words in the singular or plural shall include
the plural and singular respectively, where
they would so apply. Words in the masculine
or neuter gender shall include the feminine,
masculine or neuter gender where applicable.
In order to insure
that the Common Areas will be developed and
improved and then continue to be maintained
in a manner that will contribute to the aesthetics
and functionality of ROTONDA MEADOWS/VILLAS
and, in order to provide for other matters of
concern to the owners of ROTONDA MEADOWS/VILLAS
which includes the construction, operation,
monitoring and maintenance of the storm water
drainage system and facilities, members have
organized a non-profit association known as
ROTONDA MEADOWS/VILLAS CONSERVATION ASSOCIATION,
INC. (hereinafter referred to as "Association").
The purpose of the Association shall be to:
a, Own, develop,
operate, monitor and maintain the "Common
Areas" of the ASSOCIATION including without
limitation the storm water management system.
b. Serve as architectural
and landscaping review and approval entity,
and to implement and enforce the Declaration
of Covenants, Conditions and Restrictions adopted
by the owners of the Property.
SECTION
1 - MEMBERSHIP - Every fee simple owner
of a lot or parcel in the ASSOCIATION shall
be a member of the Association. Membership will
be appurtenant to and may not be separated from
ownership of a lot. A person or entity holding
any interest in a parcel in the ASSOCIATION
as a security for the performance of an obligation
shall not be a member of the Association as
a result of such security interest.
SECTION
2 - VOTING RIGHTS - The Association shall
have one class of voting membership. Each member
shall be entitled to one (1) vote for each parcel
for which he holds the interest for membership
required by Section 1 of this Article IV. In
the event that the ownership of any parcel is
comprised of more than one person or entity,
such persons or entities shall determine as
between themselves how the vote for such parcel
is to be voted, but there shall never be any
fractional voting with respect to any parcel
or more than one vote per parcel hereunder,
and in the event said common or joint owners
do not agree on how their vote shall be voted,
the Association at its option may refuse to
recognize such vote. A proxy or ballot executed
by one or more of the joint owners of a parcel
or parcels shall, in the case of a proxy, be
sufficient to authorize the designated proxy
to cast vote(s) on behalf of the parcel(s) designated
in the proxy; or, in the case of a ballot, to
cast a vote on behalf of the parcel(s)
SECTION
1 - PLACE - All meetings of the members
shall be held at such place within or outside
of the State of Florida as may be designated
by the Board of Directors. In the event the
Board of Directors shall fail to designate a
place for said meeting to be held, then the
same shall be held at the principal office of
the corporation.
SECTION
2 - ANNUAL MEETING - An annual meeting
of members for the election of directors and
the transaction of such other business as may
properly come before the meeting shall be held
on the Second Thursday of November of each year
or on such other date as shall be designated
by the Board of Directors from time to time.
SECTION
3 - SPECIAL MEETINGS - Special meetings
of the members shall be called by the Secretary
upon request of the President, a majority of
the members of the Board of Directors or when
requested in writing by not less than ten percent
(10%) of all the members entitled to vote at
the meeting.
SECTION
4 - NOTICE - Notice of each meeting of
members, stating the place, day and hour of
the meeting and, in case of a special meeting,
the purpose or purposes for which the meeting
is called, signed by or bearing the facsimile
signature of the Secretary or Assistant Secretary,
shall be delivered or given as provided in Article
XI of these Bylaws not less than fifteen (15)
nor more than sixty (60) days prior to the date
of said meeting. Any member may waive notice
of any meeting either before or after such meeting.
Attendance at any meeting shall be considered
a waiver of notice of such meeting unless written
objection of the form or lack of notice is delivered
to the secretary of the meeting either before
or during such meeting.
SECTION
5 - QUORUM - The holders of a majority
of the memberships entitled to vote at any meeting,
present in person or represented by proxy, shall
constitute a quorum at all meetings of the members
for the transaction of business, except as otherwise
provided by law, by the Articles of Incorporation,
by these Bylaws, or by the Declaration of Covenants,
Conditions and Restrictions of Rotonda Meadows/Villas;
provided, however, that in the absence of a
quorum, a majority of the members present and
voting at said meeting, either in person or
by proxy, shall have the right successively
to adjourn the meeting to a specified date not
longer than ninety (90) days after such adjournment,
and no notice of such adjournment need be given
to members not present at the meeting, unless
the Board of Directors sets a new record date
for the adjourned meeting. Every decision which
shall receive the favorable vote of a majority
of the votes cast in connection therewith at
any meeting of the members at which a quorum
is present shall be valid as a corporate act
unless a larger vote is required by law, by
the Articles of Incorporation, by these Bylaws,
or by the Declaration of Covenants, Conditions
and Restrictions of Rotonda Meadows/Villas.
At each meeting
of the members, whether annual or special, the
transfer books of the corporation shall be available
for the inspection of any member. The Board
of Directors shall have the power to close the
transfer books, or fix in advance a date not
exceeding sixty (60) days preceding the date
of any meeting of members as a record date for
the determination of the members entitled to
notice of and to vote at any such meeting, provided
in such event notice of the date so set shall
be published, if and as required by law. If
the Board of Directors shall not close the transfer
books or set a record date for the determination
of the members entitled to vote, the date on
which notice of the meeting was mailed as provided
in these Bylaws, shall be the record date for
such determination of the members. A member
may vote either in person or by proxy executed
in writing by the member or his duly authorized
attorney in fact.
SECTION
1 - MANAGEMENT AND NUMBER - The property,
business and affairs of the corporation shall
be controlled and managed by a Board of Directors
consisting of no less than three (3) directors.
The number of directors may be increased or
decreased from time to time by Resolution of
the Board of Directors, but in no event shall
there be fewer than three (3) directors.
SECTION
2 - ELECTION AND VACANCIES - At the first
meeting of members and at each annual meeting
thereafter, the members shall elect by ballot
the members of the Board of Directors. All Directors
must be members of the Association. Commencing
with the November 2004 election, two (2) candidates
shall be elected for a term of two (2) years
and one (1) candidate shall be elected for a
term of one (1) year. Voting shall determine
the term of office of the elected candidates.
The Two (2) candidates receiving the most votes
shall serve two (2) year terms. The elected
candidate receiving the least number of votes
shall serve a one (1) year term. After the November
2004 election, all directors will be elected
to two (2) year terms. Whenever any vacancy
on the Board of Directors shall occur due to
death, resignation, retirement, removal, increase
in the number of directors, or otherwise, a
majority of the remaining directors then in
office, although less than a majority of the
entire Board of Directors, may fill the vacancy
or vacancies so created for the balance of the
unexpired term or terms, at which time a successor
or successors shall be duly elected by the members
and shall qualify.
SECTION
3 - QUORUM - A majority of the directors
shall constitute a quorum for the transaction
of business by the Board of Directors. Any act
or decision of the majority of the Directors
present at a meeting at which a quorum is present
shall be the act or decision of the Board of
Directors.
SECTION
4 - PLACE OF MEETINGS - Meetings of directors
shall be held at the principal office of the
corporation or such other place or places, either
within or outside of the State of Florida, as
may be agreed upon by the Board of Directors.
SECTION
5 - REGULAR AND SPECIAL MEETINGS - Regular
meetings of the Board of Directors shall be
held as frequently and at such time and place
as may be determined by the Board of Directors
from time to time. Special meetings of the Board
of Directors shall be called by the Secretary
at any time on request of the President or two
members of the Board of Directors.
SECTION
6 - NOTICE - Regular or special meetings
of the Board of Directors may be held upon two
(2) days notice given as provided in Article
XI of these Bylaws.
SECTION
7 - INTEREST IN TRANSACTIONS - No contract
or other transaction between the corporation
and any person, firm, association, corporation,
subsidiary or affiliated corporation, and no
other act of the corporation, shall, in the
absence of fraud, be invalidated or in any way
affected by the fact that any of the directors
of the corporation are, directly or indirectly,
pecuniarily or otherwise interested (either
as director, shareholder, officer, employee,
member or otherwise) in such person, firm, association,
corporation, subsidiary or affiliated corporation.
Any director of the corporation individually,
or any firm or association of which any director
may be a member or shareholder, may be a party
to, or may be pecuniarily or otherwise interested
in, any contract or transaction of the corporation
provided that the fact that he individually
or such firm or association is so interested
shall be disclosed or known to the Board of
Directors, or a majority of such members thereof
as shall be present at any meeting of the Board
of Directors at which action upon such contract,
transaction or other act is taken; and if such
fact shall be so disclosed or known, any director
of this corporation so related or otherwise
interested may be counted in determining the
presence of a quorum at any such meeting of
the Board of Directors at which action upon
any such contract, transaction or act shall
be taken. However, no interested director may
vote with respect to any action to which he
is related or in which he is interested.
SECTION
8 - COMMITTEES - The Board of Directors
may appoint from among its members one or more
committees, each committee to consist of two
or more members. The Board may also designate
one or more of its members as alternates to
serve as a member or members of a committee
in the absence of a regular member or members.
Committee members shall be appointed or removed
only by formal action of the Board of Directors.
SECTION
9 - ADVISORY COMMITTEES - The Board of
Directors may appoint from among the members
of the Board of Directors or from members or
from the general public one or more advisory
committees, each committee to consist of two
or more members. Any such advisory committee
shall, to the extent requested by the Chairman
of the Board, make recommendations to and advise
the Board of Directors concerning matters presented
to it. Advisory committee members shall only
be appointed and removed by formal action of
the Board of Directors.
SECTION
10 - WRITTEN ACTION - Any meeting of
the Board of Directors may be waived and replaced
with a written action of all of the directors
in lieu of meeting as provided by Florida law
and Article V of these Bylaws.
- EXECUTIVE OFFICERS
- The officers of the corporation shall be a
President, Vice President, a Secretary and a
Treasurer, each of whom shall be elected by
the Board of Directors. The President shall
be chosen from the members of the Board of Directors.
Such other officers and assistant officers as
may be deemed necessary may be elected or appointed
by the Board of Directors. Any two or more offices
may be held by the same persons.
SECTION
1 - ELECTION AND TERM OF OFFICE - The
officers of the corporation to be elected by
the Board of Directors shall be elected annually
by the Board of Directors at the first meeting
of the Board of Directors held after each annual
meeting of the members. If the election of officers
shall not be held at such meeting, such election
shall be held as soon thereafter as convenient.
Each officer shall hold office until his successor
shall have been duly elected and shall have
qualified or until his death or until he shall
resign or shall have been removed in the manner
hereinafter provided.
SECTION
2 - REMOVAL - Any officer or agent elected
or appointed by the Board of Directors may be
removed by the Board of Directors whenever in
its judgment the best interests of the Association
would be served thereby, either with or without
cause, but such removal shall be without prejudice
to the contract rights, if any, of the person
so removed.
SECTION
3 - VACANCIES - A vacancy in any office
because of death, resignation, removal, disqualification
of otherwise, may be filled by the Board of
Directors for the unexpired portion of the term.
SECTION
1 - PRESIDENT - The President shall preside
at meetings of the members. Subject to the Board
of Directors, the President shall in general
supervise and control all of the business and
affairs of the corporation. He may sign, with
the Secretary or any other proper officer of
the corporation there- unto authorized by the
Board of Directors, any deeds, mortgages, bonds,
con-tracts, or other instruments which the Board
of Directors has authorized to be executed,
except in cases where the signing and execution
thereof shall be expressly delegated by the
Board of Directors or by these Bylaws to some
other officer or agent of the corporation, or
shall be required by law to be otherwise signed
or executed; and in general shall perform all
duties incident to the office of President and
such other duties as may be prescribed by the
Board of Directors from time to time.
SECTION
2 - VICE PRESIDENT - In the absence of
the President or in the event of his death,
inability or refusal to act, (except in the
case of the inability or refusal to act for
business reasons) the Vice President designated
by the Board of Directors shall perform the
duties of the President, and when so acting,
shall have all the powers of and be subject
to all the restric-tions of the President. The
Vice President shall perform such other duties
as from time to time may be assigned to him
by the President or by the Board of Directors.
SECTION
3 - THE SECRETARY - The Secretary shall
attend all meetings of the members and of the
Board of Directors and act as clerk thereof,
and shall record all votes and the minutes of
all proceedings in a minute book to be kept
for that purpose. He shall keep in safe custody
the seal of the corporation, and when authorized
by the Board of Directors or the President or
a Vice President, he shall affix the seal to
any instrument requir-ing the seal, and, when
so ordered, add his signature as an attestation
thereof. He shall give, or cause to be given,
a notice as required of all meetings of the
members and of the Board of Directors. He shall
keep or cause to be kept a membership certificate
and transfer book and a list of all the members
and their respective addresses. He shall perform
such other duties as may be prescribed from
time to time by the Board of Directors. The
ministerial duties of the Secretary my be delegated
to the managerial staff of the Corporation.
SECTION
4 - THE TREASURER - The Treasurer shall
have custody of the corporate funds and securities
and shall keep or cause to be kept full and
accurate accounts of receipts and disbursements
in books of the corporation to be maintained
by him for such pur-pose; he shall deposit all
moneys and other valuable effects of the corporation
in the name and to the credit of the corporation
in depositories designated by the Board of Directors.
He shall disburse the funds of the corporation
as may be ordered by the Board of Directors.
SECTION
5 - DELEGATION OF POWERS - In case of
absence of any officer of the corporation or
for any other reason that the Board of Directors
may deem sufficient, the Board may delegate
the powers or duties of such officer to any
other officer or to any director for the time
being, provided a majority of the entire Board
concurs therein.
SECTION
1 - MEMBERSHIP ROLE - The Secretary shall
maintain a list of members which shall indicate
the owners name and the property description
giving rise to membership.
SECTION
2 - TRANSFERS - Transfers of membership
shall be made on the books of the corporation
only upon the transfer of the property giving
rise to the membership. Such transfer shall
be evidenced by delivering a copy of the deed
or other instruments of conveyance. The Board
of Directors may impose a fee in connection
with transfers of membership.
SECTION
1 - NOTICE DEEMED GIVEN - Whenever under
the provisions of these Bylaws notice is required
to be delivered to any direc-tor, officer or
member, such notice shall be deemed to be delivered
when deposited in the United States Mail with
postage thereon prepaid, or received by facsimile
transmission or email, addressed to such individual
at his address as it appears on the records
of the Corporation, or when delivered in person
to the individual.
SECTION
2 - ATTENDANCE AS WAIVER - Notice of
any meeting required to be given under the provisions
of these Bylaws or the laws of the State of
Florida shall be deemed waived by the attendance
at such meeting of the party or parties entitled
to notice thereof, except where a party or parties
attend a meeting for the express purpose of
objecting to the transaction of any business
because the meeting was not lawfully called
or convened.
SECTION
3 - WAIVER OF NOTICE - Any notice required
to be given under the provisions of these Bylaws
or the laws of the State of Florida may be waived
by the persons entitled thereto signing a waiver
of notice before or after the time of said meeting,
and such waiver shall be deemed equivalent to
the giving of such notice. Such waiver of notice
may be executed in person by the party entitled
thereto or by his agent duly authorized in writing
to so do.
SECTION 1 - If
all the directors severally or collectively
consent in writing to any action to be taken
by the directors, such consents shall have the
same force and effect as a unanimous vote of
the directors at a meeting duly held.
SECTION
1 - INDEMNIFICATION WITH RESPECT TO THIRD
PARTY ACTIONS -The corporation shall indemnify
any person made a party or threatened to be
made a party to any threatened, pending or completed
action, suit or proceeding whether civil, criminal,
administrative, or investigative, other than
one by or in the right of the Association to
procure a judgment in its favor, brought to
impose a liability or penalty on such person
in his capacity of director, officer, employee
or agent of the corpora-tion, or of any other
corporation, partnership, joint venture, trust,
profit sharing plan, or other enterprise which
he served at the request of the Association
in such capacity, against judgments, fines,
amounts paid in settlement and reasonable expenses,
including attorneys' fees, actually and necessarily
incurred as a result of such action, suit or
proceedings, or any appeal therein, if such
person acted in good faith in the reason-able
belief that such action was in the best interests
of the Association (or such other corporations,
partnership, joint venture, trust, profit sharing
plan or other enterprise which he may have been
serving), and in criminal actions or proceedings,
without reasonable ground for belief that such
action was unlaw-ful. The termination of any
such action, suit or proceeding by judgment,
order, settlement, conviction or upon a plea
of nolo contendere or its equivalent shall not
in itself create a presumption that any such
director, officer, employee or agent did not
act in good faith in the reasonable belief that
such action was in the best interests of the
Association (or such other corporation, partnership,
joint venture, trust, profit sharing plan or
other enterprise which he may have been serving)
or that he had reasonable grounds for belief
that such action was unlawful.
SECTION
2 - INDEMNIFICATION WITH RESPECT TO ACTIONS
BY OR IN THE RIGHT OF THE ASSOCIATION - The
Association shall indemnify any person made
a party to or threatened to be made a party
to any threatened, pending or completed action,
suit or proceeding by or in the right of the
Association to procure a judgment in its favor
by reason of his being or having been a director,
officer, employee or agent of the corporation,
or of any other corporation, partnership, joint
venture, trust, profit sharing plan, or other
enterprise which he served at the request of
the corporation in such capacity, against the
reasonable expenses, including attorneys' fees,
actually and necessarily incurred by him in
connection with the defense or settlement of
such action, or in connection with an appeal
therein, if such person acted in good faith
in the reasonable belief that such action is
in the best interests of the corporation (or
such other corporation, partnership, joint venture,
trust, profit sharing plan or other enterprise
which he may have been serving). Such person
shall not be entitled to indemnification in
relation to matters as to which such person
have been adjudged to have been guilty of gross
negligence or intended misconduct in the performance
of his duty to the Association unless and only
to the extent that the court, administrative
agency, or investigative body before which such
action, suit or proceeding is held shall determine
upon application that despite the adjudication
of liability but in view of all circumstances
of the case, such person is fairly and reason-ably
entitled to indemnification for such expenses
which such tribunal shall deem proper.
SECTION
3 - DETERMINATION OF RIGHT TO INDEMNIFICATION
- A determination shall be made by either (1)
the Board of Directors or (2) by the members
that indemnification of the director, officer,
employee or agent is proper in the circumstances
because such person has met the applicable standard
of conduct set forth in Section 1 or 2, unless
indemnification is ordered by the tribunal before
which such action, suit or proceeding is held.
SECTION
4 - PAYMENT OF EXPENSES IN ADVANCE OF
DISPOSITION OF ACTION - Expenses incurred in
defending any actual or threatened action, suit
or proceeding may be paid by the Association
in advance of the final disposition of such
action, suit or pro-ceeding as authorized by
the Board of Directors in the specific case,
upon receipt of an undertaking by or on behalf
of the director, officer, employee or agent
to repay such amount
unless it shall ultimately be determined that
he is entitled to be indemnified by the Association
as authorized in this Article XIII.
SECTION
5 - INDEMNIFICATION PROVIDED IN THIS
ARTICLE "NONEXCLUSIVE" - The indemnification
provided by this Article XIII shall not be deemed
exclusive of any other rights to which those
seeking indemnification may be entitled under
any other bylaw, agreement, vote of members
or disinterested directors or otherwise both
as to action in such person's official capacity
and as to action in another capacity while holding
such office and shall continue as to a person
who has ceased to be a director, officer, employee
or agent of the Association and shall inure
to the benefit of the heirs, executors and administrators
of such person.
SECTION 6 -SAVINGS CLAUSE - In the event any
provision of this Article XIII shall be held
invalid by any court of competent jurisdiction,
such holding shall not invalidate any other
provi-sion of this Article XIII and any other
provisions of this Article XIII shall be construed
as if such invalid provision had not been contained
in this Article XIII.
These By-Laws may
be altered, amended or repealed by affirmative
vote of two thirds (2/3) of the Board of Directors
or two-thirds (2/3) of the voting members, at
any duly called meeting of the Board of Directors
at which a quorum is present or of the voting
membership, if notice of such alterations, amendment,
or repeal is stated in the notice of such meeting.
I HEREBY CERTIFY
that the foregoing is a true and correct copy
of the Bylaws of ROTONDA MEADOWS/VILLAS CONSERVATION
ASSOCIATION, INC., a Florida corporation Not-for
Profit.
Dated this
____ day of ________________, 2004.
ROTONDA
MEADOWS/VILLAS
CONSERVATION ASSOCIATION, INC., a
Florida corporation, Not-for-Profit
By:
________________________, Secretary
