The principal office of the Association shall be at 9128 Strada Place, Suite 10210, Naples, Florida 34108, or such other place as shall be selected by the Board of Directors after the Transition Date.
The fiscal year of the Association shall be the calendar year.
Members of the Association are determined in accordance with the Declaration. An “Owner” means the record owner of fee simple title to any platted lot in the Subdivision, whether one or more persons or entities, excluding those holding an interest merely as security for the performance of an obligation.
All Owners shall be entitled to one (1) vote for each Lot owned.
If a Lot is owned by more than one person, the voting member may be designated by a certificate signed by all record owners and filed with the Secretary. For lots owned by a corporation, partnership, trust, or other legal entity, the authorized representative may be designated by a certificate of appointment signed by a duly authorized representative.
A member shall have no vested right, interest, or privilege in or to the assets or funds of the Association, or any right, interest, or privilege which may be transferable, inheritable, or which shall continue after membership ceases, except as an appurtenance to the ownership of a Lot.
A change of membership is established by recording a deed or other instrument in the public records of Walton County establishing record title to a Lot, and delivering a copy of such instrument to the Association. The membership of the prior owner shall be terminated upon the new owner's membership being established, provided the prior owner is not an owner of other lots in the Subdivision.
All meetings of members shall be held at such place within the County of Walton, Florida, as stated in the notice of the meeting.
A roster of Members, arranged alphabetically, shall be maintained by the Secretary (or the Association's manager). This list is part of the official records and is open to inspection by Members. It is the responsibility of Members to timely notify the Secretary of changes in mailing address and ownership of Lots.
After Turnover, regular/annual meetings shall be held in October or November of each year, as determined by the Board of Directors. Notice of the annual meeting shall be hand delivered or sent by mail to each Owner not less than 14 days nor more than 60 days prior to the meeting date.
Special meetings may be called at any time by the President, or shall be called by the President or Secretary at the written request of either a majority of the Board of Directors or twenty percent (20%) of the Members. Business at special meetings is confined to the objects stated in the notice.
- § 3.5 Attendance: Members may attend in person or by proxy. Meetings may also be held by telephonic or video-conferencing means that allow members to participate and communicate adequately.
- § 3.6 Waiver of Notice: A written waiver of notice signed by the person entitled to such notice shall be equivalent to giving notice, whether before or after the meeting.
- § 3.7 Proxies: Each member may vote by proxy. Proxies must be filed with the Secretary prior to the meeting. Proxies are valid only for the specific meeting designated and for no more than 90 days. No proxy vote may be cast on behalf of a member who is present at a meeting.
- § 3.8 Vote Required: A majority of voting rights (more than 50% of total authorized votes present in person or by proxy) shall decide any question. Where a greater percentage is required by statute or these Bylaws, that express provision governs.
Forty percent (40%) of the total number of voting rights of the Association, present in person or represented by proxy, shall constitute a quorum at all meetings. If a quorum is not present, the members may adjourn the meeting for no more than 90 days without notice, until a quorum is present.
If a Lot is owned by one person, voting rights are established by the most recent recorded deed. If owned by more than one person or jointly by a husband and wife, they may designate a voting Member by filing a certificate of voting with the Association prior to casting a vote.
If a Lot is owned by a corporation or other entity, the Chairman of the Board, Executive Director, President, Vice President, Secretary, or Treasurer of the entity shall be deemed authorized to vote on behalf of the corporation, unless a certified copy of the Bylaws or Board Resolution indicates otherwise.
A proxy must be dated and state the date, time, and place of the meeting for which it was given. Proxies are valid only for the specific meeting and any lawful adjournment thereof, for no longer than 90 days. Every proxy is revocable at any time at the pleasure of the person executing it. Electronic and digital signatures (e.g., DocuSign) are accepted and deemed original signatures.
The standard order of business at annual members' meetings shall be:
- Call to order
- Calling of roll and certifying of proxies
- Proof of notice of meeting or waiver of notice
- Reading and disposal of any unapproved minutes
- Reports of officers
- Reports of committees
- Election of Directors
- Unfinished business
- New business
- Adjournment
Such order may be waived or modified by direction of the chairman.
- § 3.13 Minutes: Minutes of all member meetings must be maintained in written form and kept in a book available for inspection by Members or their authorized representatives. The Association shall retain minutes for not less than seven (7) years.
- § 3.14 Recording: Any Member may make audio or video recordings of meetings. However, neither live-streaming nor posting of any meeting on the Internet is permitted without prior written authorization of the Board.
- § 3.15 Delinquent Members: If any assessment remains unpaid for ninety (90) days, the Member's voting rights may be suspended until all past due assessments and sums are paid. Delinquent Members shall not be eligible to run for or serve on the Board of Directors.
- § 3.16 Action by Written Consent: Any action required or permitted at a Members' meeting may be taken without a meeting if a consent in writing, setting forth the action, is signed by all Members entitled to vote. Such consent has the same force and effect as a unanimous vote.
The Board of Directors shall consist of not less than three (3) nor more than five (5) persons. The number of directors is determined from time to time by majority vote and resolution of the Board. The initial Board shall consist of three (3) directors as designated in the Articles of Incorporation.
Each director shall be elected to serve a term of one (1) year or until his or her successor shall be elected and qualify.
If a director's office becomes vacant by reason of death, resignation, retirement, disqualification, or removal, a majority of the remaining directors — though less than a quorum — shall choose a successor who shall hold office for the unexpired term.
The Developer and/or its agents shall serve as the initial Board of Directors. Upon the Transition Date, Owners may elect five (5) directors, with a minimum of three (3), with three (3) alternates.
- Notice of the first meeting and request for director nominations shall be mailed not less than 30 days prior to the annual meeting
- Nominations must be submitted in writing or email by the candidate or another Member, not less than 5 days in advance of the annual meeting
- No nominations shall be taken from the floor at the meeting unless there are an inadequate number of candidates willing to fill each director position
- Election shall be by secret written ballot and decided by a plurality of votes cast for each candidate
- An election is not required if the number of vacancies equals or exceeds the number of candidates
Any Director elected by the Members may be removed from office with or without cause by the vote or agreement of a majority of all votes of the Membership. The conveyance of all Lots owned by a Director in the Community (other than Declarant appointees) shall constitute the resignation of such Director.
All powers and duties of the Association under Florida law shall be exercised by the Board of Directors, or its delegate. The powers and duties of the directors include, but are not limited to:
- 4.7.1 Assess: Make and collect an annual maintenance charge against members to pay the expenses incurred by the Association.
- 4.7.2 Disburse: Use the proceeds of assessments in the exercise of its powers and duties.
- 4.7.3 Enforce: Enjoin or seek damages from members for violation of these Bylaws, the Declaration, and any applicable rules and regulations.
- 4.7.4 Employ: Employ and contract with service contractors in connection with carrying out the objects and purposes of the Association.
- 4.7.5 Rules & Regulations: Adopt and publish Rules and Regulations governing the use of common areas and facilities and the personal conduct of members and their guests, and establish penalties for infractions.
- 4.7.6 Class Action: Maintain a class action and settle causes of action on behalf of Record Property Owners with reference to the common areas and Utility Easements.
- 4.7.7 Elect Officers: Elect the officers of the Association and otherwise exercise the powers regarding officers as set forth in these Bylaws.
- 4.7.8 Authorize Instruments: Determine who shall be authorized to make and sign all instruments on behalf of the Association and the Board.
- 4.7.9 Management Agent: Employ a management agent or manager, at a compensation established by the Board. Such duties conferred upon the managing agent may be revoked, modified, or amplified by majority vote of the Directors upon five (5) days notice.
- 4.7.10 Enforcement Actions: Take appropriate action to enforce the provisions of the Declaration, any rules and regulations, and the Bylaws. The Board is authorized to file or defend suits or request arbitration filed under said instruments or as provided for by the laws of Florida.
- 4.7.11 Legal & Professional Services: Employ attorneys, accountants, and other persons reasonably necessary to carry out the provisions of the Declaration, Bylaws, and Articles of Incorporation.
- 4.7.12 Variances: Grant reasonable variances where strict adherence would cause undue hardship. Variances require a unanimous vote of Directors (minimum 3) or a 45% quorum with a 2/3 majority vote of Members. Any variance granted must be recorded in the Walton County Clerk's Office.
- § 4.8 Eligibility: A person who is delinquent in any fee, fine, or other mandatory obligation to the Association for more than 90 days is not eligible for Board membership. A person convicted of any felony in Florida or in a U.S. District or Territorial Court is not eligible unless civil rights have been restored for at least 5 years.
- § 4.9 Compensation: Directors shall not be entitled to any compensation for service as directors, but may be reimbursed for authorized out-of-pocket expenses.
Each and every Director and officer of the Association shall be indemnified by the Association against all costs, expenses, and liabilities — including attorney and paralegal fees at all trial and appellate levels — reasonably incurred by or imposed upon him/her in connection with any negotiation, proceeding, arbitration, litigation, or settlement in which he/she becomes involved by reason of being or having been a Director or officer.
- § 6.1 Organizational Meetings: An organizational meeting to elect officers of each new Board shall be held immediately upon adjournment of the Members' meeting at which they were elected, or as soon thereafter as practicable. Secret ballots may be used for the election of officers.
- § 6.2 Regular Meetings: Regular Board meetings may be held at such time and place as determined by a majority of the directors. Notice shall be given to each director personally or by mail, telephone, or telegraph at least three (3) days prior to the meeting.
- § 6.3 Special Meetings: Special meetings of the Board may be called by the President on five (5) days notice to each director, or by the President or Secretary upon written request of one-third (1/3) of the directors.
- § 6.4 Notice: Unless in an emergency, notice of a Board meeting shall be posted in a conspicuous place in the Subdivision at least 48 hours in advance. All meetings of the Board must be open to all Members, except for meetings with the Board's attorney regarding pending litigation (attorney-client privilege) or meetings held to discuss personnel matters. An assessment may not be levied at a Board meeting unless the notice of the meeting includes a statement that assessments will be considered.
- § 6.5 Voting: Directors may not vote by proxy or by secret ballot at Board meetings. Notwithstanding the foregoing, officers of the Board may be elected by secret ballot voting.
- § 6.6 Quorum: A quorum at a directors' meeting shall consist of a majority of the entire Board. Acts approved by a majority of those present at a meeting at which a quorum is present shall constitute the act of the Board.
- § 6.7–6.8 Adjourned Meetings & Joinder: If a quorum is not present, those present may adjourn the meeting until a quorum is present. The joinder of a director in any action taken at a meeting by signing and concurring in the minutes of that meeting shall constitute the presence of such director for purposes of determining a quorum.
- § 6.9 Presiding Officer: The presiding officer of a directors' meeting shall be the President of the Association. In the absence of the President, the directors present shall designate one of their number to preside.
- § 6.10 Waiver of Notice: Any Director may waive notice of a meeting before or after the meeting, with such waiver deemed equivalent to receipt of notice. Attendance by a Director at a meeting constitutes a waiver of notice, except when attending for the express purpose of objecting at the beginning of the meeting that the meeting is not lawfully called.
After the Transition Date, the Board of Directors may designate from among its members an Architectural Control Committee. The Board may also designate one or more other committees, each of which may exercise the authority of the Board of Directors to the extent provided in such resolution. However, no committee shall have the authority to:
- Approve or recommend to members actions or proposals required by the Governing Documents or the Act to be approved by members
- Fill vacancies on the Board of Directors or any committee thereof
- Adopt, amend, or repeal the Bylaws
Each committee must have two or more members who serve at the pleasure of the Board of Directors.
The officers of the Association shall be a President, Vice President, Treasurer, and Secretary. The initial officers have been appointed by the Developer. New officers will be elected at the turnover meeting upon the Transition of the Association.
Except for the Secretary and Treasurer, no person shall hold office unless a member of the Association. The President and Vice President must be members of the Board.
Officers hold office until their successors are chosen and qualify. Any officer elected or appointed by the Board may be removed at any time by an affirmative vote of sixty-seven percent (67%) of the voting interests of the members.
The chief executive officer of the Association; presides at all meetings of members and directors; serves as an ex-officio member of all standing committees; has general management of the business of the Association; and ensures all orders and resolutions of the Board are carried into effect.
Vested with all the powers and required to perform all the duties of the President in his absence, and such other duties as may be prescribed by the Board of Directors.
Keeps the minutes of members' and Board meetings; sees that all notices are duly given in accordance with the Bylaws or as required by law; is custodian of corporate records and the seal of the Association; keeps a register of the post office address of each member.
Vested with all powers and required to perform all duties as may be prescribed by the Board of Directors.
Any director or other officer may resign their office at any time. Such resignation shall be made in writing to the Secretary and shall take effect at the time of its receipt by the Association, unless a specific date is fixed in the resignation.
§ 8.1 Liability: The Association assumes no responsibility for injuries sustained by or damages resulting from the acts or omissions of Members or contractors of the Association.
§ 8.2 Conflicts of Interest: No contract or other transaction between the Association and one or more of its directors, officers, or any other corporation, firm, association, or entity in which one or more directors or officers of the Association are financially interested, shall be void or voidable solely because of such relationship or interest, provided such interest is disclosed or known to the Association Board at the meeting which authorizes, approves, or ratifies such contract or transaction.
The Bylaws of the Association may be altered, amended, or repealed by a majority vote of the Directors.
In the event there shall exist a conflict between these Bylaws and the Articles of Incorporation, the Articles of Incorporation shall govern. In the event there shall exist a conflict between these Bylaws and the Declaration, the Declaration shall govern.