GOLF HAMMOCK OWNERS ASSOCIATION
(A FLORIDA NOT-FOR-PROFIT CORPORATION)
TABLE OF CONTENTS
ARTICLE I: Name, Location, & Principle Office
ARTICLE II: Definitions
ARTICLE I Purpose
ARTICLE IV: Applicability
ARTICLE V: Use of Facilities
ARTICLE VI: Membership & Voting Rights
ARTICLE VII: Quorum, Proxies & Waivers
ARTICLE VIII: Board of Directors
ARTICLE IX: Officers
ARTICLE X: Notices
ARTICLE XI: Assessments & Finances
ARTICLE XII: Insurance
ARTICLE XIII: Amendments
ARTICLE XIV: General Provisions
GOLF HAMMOCK OWNERS ASSOCIATION
(A FLORIDA NOT-FOR-PROFIT CORPORATION)
Name, Location and Principle Office
These are the By-Laws of the Golf Hammock Owners Association. Inc., hereinafter referred to as the ‘Association.’ The principal mailing address for the Association shall be 2200 Golf Hammock Circle, Sebring, Florida 33872. (Third Amendment recorded 11/14/91 change of address to Sebring). (Fifth Amendment specific address).
The following words when used in these By-Laws shall, unless the context otherwise prohibits, have the meanings set forth below:
A. “Association” shall mean and refer to Golf Hammock Owners Association, Inc., a Florida Not-For-Profit Corporation.
B. “Develop” and “declarant” shall be used interchangeably and shall mean and refer to American Home Service Corp., a Florida corporation.
C. “Declaration” shall mean and refer to the Declaration of Covenants and Restrictions applicable to the properties, recorded among the public records of Highlands County, Florida.
D. “The Properties” shall mean and refer to all those areas of land described in and subject to the Declaration.
E. “Common Properly” shall mean and refer to those areas of land, including the facilities constructed thereon, shown on any recorded subdivision plat of the properties intended to be devoted to the common use and enjoyment of the owners of the properties, including lakes, roads and bridle paths.
F. “Lot” shall mean and refer to any parcel of land shown on any plat, with the exception of common properties, and if no plat is recorded, shall mean and refer to any building site or individually owned parcel of land within the area of land subject to these restrictions.
G. “Owner” shall mean the fee simple owner of title to any lot, including the Developer with respect to unsold lots. Every Owner shall be treated for all purposes as a single owner for each lot held, irrespective of whether such ownership is joint, in common, or tenancy by the entirety, where such ownership is joint, in common, or tenancy by the entirety, majority vote of such owners shall be necessary to cast any vote to which such owners are entitled.
H. “Member” shall mean and refer to an owner of a lot and a Member of this Association.
This Association is formed to own, operate, manage arid control the Common Property as an automatic Home Owners Association for the benefit of its members as herein defined.
All present and future Members, lessees, tenants, their families, guests, licensees, agents,employees and any other person or persons that shall be permitted to use the Common Area shall be subject to these by-laws and to the rules and regulations issued by the Association to govern the conduct of its Members.
Use of Facilities
The Common Property shall be limited to the use of the Members and their guests. In the event that a Member shall lease or permit another to occupy his home, however, the lessee or occupant shall, at the option of the Member, be permitted to enjoy the use of the Common Property in lieu of and subject to the same restrictions and limitations as said Member. Any Member, lessee or occupant entitled to the use of the Association facilities may extend such privileges to members of his family residing in his household by notifying the Secretary, in writing, of the names of any such persons and of the relationship of such Member, lessee or occupant to such persons.
Membership and Voting Rights
Each Owner, as defined herein, shall be a Member of the Association, and shall be entitled to one vote.
Quorum, Proxies and Waivers
Section 1. Quorum. So many members as shall represent at least 51% of the total authorized votes of all Members present in person or represented by written proxy shall be requisite to and shall constitute a quorum at all meetings of the Association for the transaction of business, except as otherwise provided by Statute, by the Declaration, the Certificate of Incorporation of the Association, or by these by-laws. If, however, such quorum shall not be present or represented at any meeting of the Association, the Members entitled to vote thereat, present in person or represented by written proxy, shall have the power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present and represented. At such adjourned meeting at which a quorum shall be present or represented, any business may be transacted which might have been transacted at the meeting originally called.
Section 2. Vote Required to Transact Business. When a quorum is present at any meeting, the 2/3 vote of the members present in person or represented by written proxy shall decide any question brought before such meeting, and such vote shall be binding upon all Members, unless the question is one upon which, by express provision of Statute, the Declaration, the Certificate of Incorporation or of these By-Laws, a different vote is required, in which case such express
provision shall govern and control the decision of such question.
Section 3. Right to Vote. Members shall be entitled to vote either in person or by proxy at any meeting of the Association. Any such proxy shall only be valid for such meeting or subsequent adjourned meeting thereof.
Section 4. Proxies. All proxies shall be in writing and shall be filed with the Secretary prior to the meeting which the same are to be used. A notation of such proxies shall be made in the minutes of the meeting.
Section 5. Waiver and Consent. Wherever the vote of the membership at a meeting is required or permitted by Statute or by any provision of the Declaration, Certificate of Incorporation, or of these By-Laws to be taken in connection with any meeting of the Association, the meeting and Vote of the membership may be dispensed with if all Members who would have been entitled to vote upon the action if such meeting were held, shall consent in writing to such action being
Section 6. Place of Meeting. Meetings shall be held at such suitable place convenient to the Members as may be designated by the Board of Directors and designated in the notice of such meeting.
Section 7. Annual Meetings. The annual meeting of the membership of the Association shall be held on such date as is fixed by the Board of Directors. At such meetings there shall be elected by ballot of the membership a Board of Directors in accordance with the requirements of Article V in of these by-laws. The members may also transact such other business as may properly come before the meeting.
Section 8. Special Meetings. It shall be the duty of the President to call a special meeting of the Association, if so directed by the Board of Directors, or upon the presentation to the Secretary of a petition signed by a majority of the Members.
Section 9. Notice of Meetings. It shall be the duty of the Secretary to mail a notice of each annual or special meeting, stating the purpose thereof as well as the time and place where it is to be held, to each Member, at least ten, but not more than 30 days prior to such meeting. The mailing of a notice in the manner provided in these by-laws shall be considered notice served.
Section 10. Order of Business. The order of business at all meetings shall be as follows:
A. Roll Call.
B. Proof of Notice of Meeting or Waiver of Notice.
C. Reading of Minutes of preceding meeting.
D. Report of Officers.
H. Election of Directors (if there is an election).
F. Unfinished business.
G. New Business.
Board of Directors
(THIS ARTICLE IS SPECIFIC TO AND PERTAINS ONLY TO BOARD MEMBERS)
Section l. Number and Term. At the annual meeting in December 1993, we will elect five (5) Directors, two (2) Directors for a three (3) year term, and three (3) Directors for a two (2) year term. The two (2) highest vote getters will be elected for three (3) years and the next highest will be elected for two (2) years. At the annual meeting in December 1994, we will elect four (4) Directors, three (3) Directors will be elected for three (3) years and one (1) Director for two (2) years. The same vote number process will be used to determine the election for three (3) years and two (2) years. At all annual meetings beyond 1994, three (3) Directors will be elected for three (3) year terms. The whole board shall consist of nine (9) Directors. (4th Amendment 1/12/1994).
Section 2. Voting and Right of Sponsor to Designate Certain Board Members. Election of Directors shall be by ballot, unless dispensed by unanimous consent, and by a plurality of the votes cast. Each member shall be entitled to as many votes as shall equal the number of Directors to be elected. There shall be no cumulative voting. Nomination shall be made by committee, or from the floor, at the annual meeting.
Section 3. Vacancy and Replacement. If the office of any Director becomes vacant by reason of death, resignation, retirement, disqualification, removal from office or otherwise, a majority of the remaining Directors, though less than a quorum, at a special meeting of Directors duly called for this purpose, shall choose a successor who shall hold office for the unexpired term in respect of which such vacancy occurred and until his successor is duly elected and qualified.
Section 4. Removal. Directors may be removed for cause by an affirmative vote of a majority of the Members.
Section 5. Powers.
A. The property and business of the Association shall be managed by its Board of Directors, which may exercise all such powers of the Association and do all such lawful acts and things as are not by Statute, Declaration, Certificate of Incorporation, or by these by-laws, directed or required to be exercised or done by the Members or Owners personally. These powers shall specifically include, but not be limited to the following items.
1. To determine and levy an annual or monthly assessment (“Association Assessment”) to cover the cost of operating and maintaining the common area, and the expenses pursuant to the Declaration, payable in advance. The Board of Directors may increase the assessment, or vote a special assessment in excess of that amount, if required to meet any additional necessary expenses.
2. To collect, use and expend the assessments collected to maintain, care for and preserve the common area, and other expenses pursuant to the Declaration.
3. To make repairs, restore or alter any of the common area pursuant to the Declaration.
4. To open bank accounts on behalf of the Association, and to designate the signatories to such bank accounts.
5. To insure and keep insured the common areas.
6. To collect delinquent assessments by suit or otherwise, to abate nuisances and to enjoin or seek damages from Members for violations of the house rules or rules and regulations herein referred to.
7. To make reasonable rules and regulations and to amend the same from time to time. Such rules and regulations and amendments thereto shall be binding upon the Members when the Board has approved them in writing and delivered a copy of such rules and regulations and all amendments to each Member. Such rules and regulations may, without limiting the foregoing, include reasonable limitations on the use of the common area by guests or the Members.
8. To employ workmen, janitors, gardeners, greens keepers, lifeguards, pool boys, bookkeepers, and supervisory personnel, and to purchase supplies and equipment, and to enter into contracts.
9. To bring and defend actions by or against more than one Member and pertinent to theoperation of the Association.
Section 6. Compensation. Directors and officers, as such, shall receive no compensation for their services.
Section 7. Meetings.
A. The first meeting of each Board newly elected by the members shall be held immediately upon adjournment of the meeting at which they were elected provided a quorum shall then be present, or as soon thereafter as may be practicable. The annual meeting of the Board of Directors shall be held at the same place as the annual meeting of. Association Members and immediately after the adjournment of same, at which time the dates, places and times of regularly scheduled meetings of the Board shall be set.
B. Regularly scheduled meetings of the Board may be held without special notice.
C. Special meetings of the Board may be called by the president on two (2) days' notice to each Director, either persona By or by mail or telegram. Special meetings shall be called by the President or Secretary in a like manner and on like notice on the written request of at least two (2) Directors.
D. At all meetings of the Board, a majority of the Directors shall be necessary and sufficient to constitute a quorum for the transaction of business, and an act of a 2/3 majority of the Directors present at any meeting at which there is a quorum shall be the act of the Board of Directors, except as may be otherwise specifically provided by Statute or by the Declaration or by these by-laws. If a quorum shall not be present at any meeting of Directors, the Directors present thereafter may adjourn the meeting from time to time, without notice other than announcement at the meeting until a quorum shall be present.
E. Before or at any meeting of the Board of Directors, any director may, in writing, waive notice of such meeting and such waiver shall be deemed equivalent to the giving of such notice. Attendance by a Director at any meeting of the Board shall be waiver of notice by him of the time and place thereof. If all the Directors are present at any meeting of the Board, no notice shall be required and any business may be transacted at such meeting.
Section 8. Annual Statement. The Board of Directors shall furnish to all Members, and shall present annually (at the annual meeting), and when called for by a vote of the Members at any special meeting of the Members, a full and clear statement of the business conditions and affairs of the Association, including a balance sheet and profit and loss statement verified by an independent public accountant and a statement regarding any taxable income attributable to the Members and a notice of the holding of the annual meeting of Association members.
Section 1. Elective Officers. The officers of the Association shall be chosen by the Board of Directors and shall be a President, a Vice President, and a Secretary—Treasurer or a Secretary and a Treasurer.
Section 2. Election. The Board of Directors, at its first meeting after each annual meeting of the Association Members, shall elect all the officers, Only the President must be a member of the Board.
Section 3. Term. The officers shall hold office for the term of which they are elected and appointed and until their successors are chosen and qualify in their stead. Any officer elected or appointed by the Board of Directors may be removed with or without cause, at any time, by the affirmative vote of a majority of the Whole Board of Directors. If the office of any officer becomes vacant for any reason, the vacancy shall be filled by the Board of Directors.
Section 4. The President. The President shall be the chief executive officer of the Association. He shall preside at all meetings of the Association Members and the Board of Directors, shall be an ex-officio member of all standing committees, shall have general and active management of the business of the Association, shall see that all orders and resolutions of the Board are carried into effect, and shall have such other powers and duties as are usually vested in the office of President of a corporation organized under the Not-For-Profit Corporation Law of the State of Florida.
Section 5. The Vice President. The Vice President shall take the place of the resident and perform his duties whenever the President shall be absent or unable to act and shall have such other powers and duties as are usually vested in the office of Vice President of a corporation organized under the Not-For-Profit Corporation Law of the State of Florida.
Section 6. The Secretary. The Secretary shall attend all sessions of the Board and all meetings of Association Members and record all votes and the minutes of all proceedings in a book to be kept for that purpose. He shall give or cause to be given notice of all meetings of Association Members and special meetings of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors or by the President, under whose supervision he shall be. If there should be an assistant to the Secretary, he shall perform duties as may be prescribed by the president or Secretary under whose supervision he shall be.
Section 7. The Treasurer. The Treasurer shall be responsible for the funds of the Association and shall keep full and accurate accounts of receipts and disbursements. He shall perform such other duties as may be prescribed by the Board of Directors or by the President under whose supervision he shall be.
Section 8. Agreements, etc. All agreements and other instruments shall be executed by the President or such other person as may be designated by the Board of Directors.
Section 1. Definition. Whenever under the provisions of the Declaration or of these By-laws notice is required to be given to the Board of Directors, or to any Director or association member, it shall not be construed to mean personal notice; but such notice may be given in writing, by mail, by depositing the same in a post office or letter box in a postpaid sealed wrapper, addressed to the Board of Directors, such Director or Member at such address as appears on the books of the Association.
Section 2. Service of Notice—Waiver. Whenever any notice is required to be given under the provisions of the Declaration or of these by—laws, a waiver thereof, in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein shall be deemed the equivalent thereof.
Assessments and Finances
Section 1. Creation of the Lien and Personal Obligation of Assessments. The creation of the lien and personal obligation of assessments is governed by the Declaration.
Section 2. Purpose of Assessments. The purpose of assessments is specified in the Declaration.
Section 3. Basis of Assessments. The basis of assessment is specified in the Declaration.
Section 4. Effect of non-payment of Assessment: Remedies of the Association. The effect of non-payment of assessments and the remedies of the Association shall be as specified in the Declaration.
Section 5. Subordination of Lien to Mortgages. The lien of the assessments provided for herein shall be subordinated pursuant to the provisions of the Declaration.
Section 6. Checks. All checks, demands for money and notes of the Association shall be signed by the President and Treasurer, or by such other officer or officers or such other person or persons as the Board of Directors may from time to tune designate.
Section 7. Operating Account. There shall be established and maintained a cash deposit account to be known as the "Operating. Account", into which shall be deposited the operating portion of all monthly and special assessments as fixed and determined for all members. Disbursements from said account shall be for the general needs of the operation including, but not limited to wages, repairs, betterments, maintenance and other operating expenses of the community and facilities.
Section 8. Other Accounts. The board shall maintain, any other accounts as it shall deem necessary to carry out its purpose.
The Board of Directors shall maintain public liability insurance, to the extent obtainable, covering each member of the Board of Directors, each Association Member, against liability for any negligent act of commission or omission attributable to them, which occurs on or in the common area. To the extent obtainable, the Board of Directors shall also be required to obtain the following insurance: (a) fire insurance with extended coverage, water damage, vandalism and malicious mischief endorsements, insuring the facilities on the common areas or such other properties as the Board deems necessary, in an amount equal to their full replacement values; and (b) workmen's compensation insurance. All insurance premiums 'for such coverage shall be paid for by the Association.
These by-laws may be altered, amended or added to at any duly called meeting of Association Members, provided (a) that the notice of the meeting shall contain a full statement of the proposed amendment and (b) that the amendment shall be approved by a vote of 2/3 of the members. No amendment, however, shall affect or impair the validity or priority of the members' interests and the interests of holders of a mortgage encumbering a member's home.
Section 1. Fiscal year. The Fiscal Year of the Association shall be fixed by resolution of the Board of Directors.
Section 2. Seal. The Association seal shall have inscribed thereon the name of the Association and the year of its incorporation under the laws of the State of Florida. The seal may be used by causing it or a facsimile thereof, to be impressed or affixed or in any manner reproduced.
Section 3. Architectural Control. No building, fence, wall or other structure, or change in landscaping, shall be commenced, erected or maintained upon the Properties, nor shall any exterior addition to or change or alteration thereto be made until the plans and specifications showing the nature, kind, shape, height, materials, color and locations of the same shall have been submitted to and approved in writing as to harmony of external design and location in relation to surrounding structures and topography by the Board of Directors of the Association.
Section 4. Examination of Books and Records. Each member, or their representatives, shall be entitled to a reasonable examination of the books and records of the Association at any time upon reasonable notice to its Board of Directors. The Declaration, Certificate of Incorporation, and the By—Laws of the Association, shall be available for inspection by any member at the principal office of the Association.
Section 5. Construction. Whenever the masculine singular form of the pronoun is used in these By—Laws, it shall be construed to mean .the masculine, feminine or neuter, singular or plural, whenever the context so requires. In the case of any conflict between the Certificate of Incorporation and these by-laws, the Certificate shall control, and in the case of any conflict between the Declaration and these By-laws, the Declaration shall control.
Section 6. Severability. Should any of the covenants, terms or provisions herein imposed be void or be or become unenforceable at law or in equity, the remaining provisions of these by—laws shall, nevertheless, be and remain in full force and effect.
IN WITNESS WHEREOF the parties hereto have executed these By-laws this 21st day of February 1977.
GOLF HAMMOCK OWNERS ASSOCIATION, INC.