BY-LAWS
OF
MID-FLORIDA
LAKES HOME OWNERS ASSOCIATION, INC.
A
Not-For-Profit Florida Corporation
ARTICLE I.
NAME,
REGISTERED OFFICE AND REGISTERED AGENT
Section 1. NAME. The name of
this corporation (hereinafter referred to as the "Association") is:
Mid-Florida Lakes Home Owners Association, Inc.
Section 2. REGISTERED
OFFICE. The address of the registered office of this Association is:
Mid-Florida Lakes Homeowners Association, Inc.
188 Forrest Drive
Leesburg, Fl. 34788
Section 3. REGISTERED AGENT. The address of
the Registered Agent of this Association is:
Lee Jay
Colling, Esquire
682 Maitland
Avenue
Altamonte
Springs, Fl 32701
ARTICLE II.
SEAL
The seal of this Association
shall have inscribed on it the name of this Association, the date of its
organization and the words "Corporate Seal, State of Florida" or the words
"corporate seal" or their equivalent.
ARTICLE III.
POWERS AND
PURPOSE
The Association shall be
governed by these by-laws. It shall seek to represent its members as a
homeowners association and to develop and maintain conditions appropriate
for the social and recreational activities of its members. Additionally,
it shall have but is not necessarily limited to the following powers and
duties:
(A) The Association will act as
representative of the members in negotiations with the management firm
and/or owners of Mid Florida Lakes Yacht Club (formerly known as Mid
Florida Lakes, hereinafter referred to as the “Park”) on matters affecting
the common interest of members. It will act as representative of the
members in discussions with public officials on legislation and matters
affecting the common interest of members consistent with Chapter 723,
Florida Statutes (The Florida Mobile Home Act of 1984 and its current
amendments).
(B) The
Association shall have the power to make, levy, and collect dues from all
members in order to manage its affairs.
(C) The
Association shall have the power to negotiate for, acquire, and operate
the mobile home Park on behalf of the mobile home owners as provided for
in Chapter 723, Florida Statutes.
(D) The
Association shall have the power to convert the mobile home park, once
acquired, to a condominium, a cooperative form of ownership or another
type of ownership, as provided for in Chapter 723, Florida Statutes.
(E) Upon
the purchase of the Park as provided for in FS 723, the Association shall
have the power to make, levy, collect assessments and to lease, maintain,
repair and replace the common areas.
ARTICLE IV.
MEMBERSHIP
Section 1. MEMBERS. All
persons owning mobile homes and leasing lots located in the Park, located
in Leesburg, Florida shall be members in this Association.
Section 2. ASSOCIATE
MEMBERS. All persons renting a manufactured home in the Park, shall be
eligible for associate membership. Associate members shall pay the same
dues to the Association as members and shall be entitled to all benefits
except an associate member shall have no voting rights.
Section 3.
MEMBERSHIP-CARDS. The Association shall issue membership cards.
Section 4. MEMBERSHIP DUES.
All members that reside in a manufactured home owned by one or more of
those persons shall pay dues, as levied by the Association, during the
month of January. Any member who fails to make timely payments of
Association dues shall become delinquent and shall lose all membership
rights and privileges until such time as all dues are paid in full.
Section 5. ASSESSMENTS. Any
assessment levied by the Association shall have a date payable attached.
If payment in full is not received within thirty (30) days of said date,
the member shall become delinquent and shall lose all membership rights
and privileges until such time as all assessments are paid in full.
ARTICLE V.
ADMINISTRATION OF THE ASSOCIATION
Section 1. NUMBER. The
business and affairs of the Association shall be managed and governed by a
board of directors composed of fourteen (14) members, none of whom need to
be a resident of the State of Florida, but all of whom must be members in
good standing.
Section 2. TERM OF OFFICE.
Those persons named in the Articles of Incorporation as, directors shall
hold office and comprise the Board of Directors until the first annual
meeting of the members, at which meeting an election of directors shall be
held and the successors to the original directors chosen by the members.
There shall be no restriction on the number of terms for which a director
of this Association may be elected. A director shall hold office for a
term of two (2) years and shall be so elected that the terms of a bare
majority, if there is an odd number of directors, or one-half of the
directors, if there is an even number of directors, will expire in odd
years and the remainder in even years. The term for each newly elected
director shall become effective at the January Membership meeting
immediately following his/her election.
Section 3. REMOVAL-VACANCY.
Any director may be removed from the Board with or without cause, by a
majority vote of all members of the Association. A special membership
meeting to recall a member or members of the Board of Directors may be
called by ten (10%) per cent of the members giving notice of the meeting
as required for a membership meeting, and the notice shall state the
purpose of the meeting. In the event of death, resignation, removal of a
director or any vacancy created by reason of an increase in the number of
directors, the vacancy may be filled by the affirmative Vote of a majority
of the remaining members of the Board of Directors. A member so appointed
to fill this vacancy shall hold office until expiration of that term.
Section 4. COMPENSATION. No
director shall receive compensation for any service he or she may render
to the Association. However, any director may be reimbursed for actual
expenses incurred in the performance of his or her duties. A director may
serve the Association in a capacity other than director and receive
compensation for the services rendered in that other capacity.
Section 5. FIDUCIARY DUTY.
Each director of the Association has a fiduciary responsibility to the
members when acting on behalf of the Association.
ARTICLE VI.
NOMINATION
AND ELECTION OF DIRECTORS
Section 1. NOMINATION.
Nomination to the Board of Directors shall be made by a Nominating
Committee at the November Membership Meeting. The Nominating Committee
shall consist of a chairman, who shall be a member of the Board of
Directors and two or more members of the Association. The Nominating
Committee shall be appointed by the Board of Directors each January to
serve to the close of the next annual meeting. The Nominating Committee
shall make as many nominations for election to the Board of Directors as
it shall in its discretion determine, but not less than the number of
vacancies that are to be filled. The Nominating Committee will present
the slate of nominees at the November Membership meeting, the President
will accept qualified nominations from the floor and then shall close the
nominations for the current year.
Section 2. ELECTION.
Election to the Board of Directors shall be by secret written ballot. At
such election the voting members shall cast one (1) vote per each vacancy.
The persons receiving a plurality of the votes cast for that office shall
be elected. Cumulative voting is not permitted. In the event of a tie,
the President shall immediately call for a vote by secret ballot by the
members present. Voting on only the members of the tie vote. A plurality
of votes cast shall determine the winner. Voting shall continue until all
vacancies are filled.
ARTICLE VII.
BOARD OF DIRECTORS
Section 1. ENUMERATION OF OFFICES/SPECIAL
OFFICERS: The Board of Directors shall elect from within itself an
Executive Board, which shall consist of a president, a vice president, a
secretary and a treasurer. This Executive Board will be responsible for
conducting all meetings of members and all Board of Director meetings.
Furthermore, the Board of Directors may from time to time by resolution
appoint Special
Officers, not to
exceed five (5) in number at any time, from the general membership who are
responsible for carrying out specialized duties of the association as
assigned.
Section 2, COMMITTEES. The President, with
approval of the Board may appoint regular and special committees to serve
for the purposes designated by the Board and for such terms as determined
by the Board.
Section 3. RESIGNATION AND REMOVAL. Any
Special Officer or Executive Board Member may be removed from office with
or without cause by a majority vote of the Board. Any Executive Board
Member or Special Officer may resign at any time by giving written notice
to the Board, the president or the secretary. Such resignation shall take
effect on the date of receipt of such notice or at such later time
specified therein, and unless otherwise specified therein, the acceptance
of such resignation shall not be necessary to make it effective.
Section 4. VACANCIES. Any vacancy in the
Executive Board may be filled by appointment by a majority vote of the
Board. The director appointed to such vacancy shall serve for the
remainder of the term of the office he/she fills.
Section 5. MULTIPLE OFFICES. The offices of
president and secretary may not be held by the same person.
Section 6. DUTIES. Duties of the Executive
Board are as follows:
A. President: The
president shall preside at all meetings of the Board of Directors and
membership meetings; see that orders and resolutions of the Board are
carried out; shall sign all leases, mortgages, deeds and other written
instruments, if determined by resolution of the Board and may co-sign
checks and promissory notes; and shall have all of the powers and duties
which are usually vested in the office of the president of a corporation.
B. Vice President:
The vice president shall act in the place and stead of the president in
the event of his or her absence, inability or refusal to act; and shall
exercise and discharge such other duties as may be required of him or her
by the Board of Directors.
C. Secretary: The
secretary shall record the votes and keep the minutes of all meetings and
proceedings of the Board of Directors and of the Members; keep the
corporate seal of the Association and affix it on all papers requiring
said seal; serve and affirm notice of all meetings of the Board of
Directors and of the Members; keep appropriate current records showing the
Members of the Association together with their addresses; and shall
perform such other duties as may be required by the Board of Directors.
D. Treasurer: The
treasurer shall receive and deposit in appropriate bank accounts all
monies of the Association and shall disburse such funds as directed by
resolution of the Board of Directors; shall sign all checks and promissory
notes of the Association; keep proper books of accounts; if determined by
resolution of the Board, shall cause an annual audit of the Association
books to be made by a qualified person designated by the board, at the
completion of each fiscal year; and shall prepare a statement of income
and expenditures to be presented to the Membership at the Annual Meeting,
posted on the Association board, and a copy of which may be made available
to the members.
E. Customary Duties:
The Executive Board, in addition to the duties specifically set forth
herein, shall perform the duties of those offices customarily performed by
officers of corporations.
F. The immediate
past president of the Association shall become an ex-officio member of the
Board of Directors. As an ex officio member, the immediate past president
shall have no voting rights and shall act in an advisory position only.
Section 7. COMPENSATION. The Board of Directors shall serve without
compensation.
ARTICLE
VIII.
MEMBERSHIP MEETINGS
Section 1. PLACE OF
MEETINGS. Membership meetings shall be held at the office of the
Association, the park clubhouse, the recreation hall or at any other place
within the State of Florida that the Board of Directors or Members may
from time to time select. All meetings shall be open to members in good
standing with presentation of current Association membership card.
Section 2. ANNUAL MEETINGS.
The first Annual Membership Meeting shall be held within one year from the
date of incorporation of the Association, and each subsequent Annual
Membership Meeting shall be held on the 1st (First) Monday of
December, thereafter, at a time to be designated by the Board of
Directors. If the day for the Annual Membership Meeting is a legal
holiday, the meeting will be held at the noticed hour on the following
day, which is not a legal holiday. At the Annual Membership Meeting, the
members shall elect a Board of Directors in accordance with these By-laws
and may transact other business. Voting for the Board of Directors shall
take place on the day of the Annual Meeting commencing at approximately
8:00 a.m. and continuing until 12:00 (Noon) when the polls shall be closed
for counting of the ballots.
Section 3. REGULAR
MEETINGS. Regular membership meetings shall be held on the first Monday
of every month except for December, which shall be the Annual Meeting,
referred to in Section 2, above. If the day for the regular membership
meeting is a legal holiday, the meeting will be held at the noticed hour
on the following day, which is not a legal holiday. The Board of
Directors by majority vote may suspend the regular membership meeting for
the months of July & August.
Section 4. SPECIAL MEETINGS.
Special membership meetings may be called at any time by the President, or
by the majority of the Board of Directors, or if ten (10%) per cent of the
members sign, date, and deliver one or more written demands to the
secretary of the Association. Said demands must describe the purpose or
purposes for which the meeting is to be held.
Section 5. NOTICE OF
MEETINGS. Written notice of all membership meetings shall state the place,
day and hour of the meeting and shall be posted in three (3) prominent
places, at least fourteen (14) days prior to the meeting. Notice of
Regular and Annual meetings shall be placed in the monthly newsletter by
the Secretary of the Association, or by the person authorized to call the
meeting or by the Associations designee.
Section 6. VOTING RIGHTS AND
REGULATIONS. Each member shall be entitled to one (1) vote on each matter
submitted to a vote of the members, except for matters directly related to
the purchase of the Park by the Association, in which case each mobile
home unit shall be entitled to one (1) vote, regardless of the number of
persons residing in the unit. A member entitled to vote may vote in
person or by proxy.
Section 7. PROXIES. All
proxies shall be on a form approved by the Board of Directors and shall be
made available to all members. To be effective, all proxies must be
completed and clear as to the intentions of the member executing it.
Proxies shall be accepted at any time up to the closure of voting. Any
proxy given shall be effective only for the specific meeting for which it
was originally intended and any lawfully adjourned meetings thereof. In
no event shall any proxy be valid for a period longer than one hundred
twenty (120) days after the date of the first meeting for which it was
given. Every proxy shall be revocable at any time at the pleasure of the
member executing it.
Section 8. QUORUM. The
presence in person or by proxy of one hundred (100) of the members
entitled to vote shall constitute a quorum at membership meetings. Except
for the decision of purchasing the park, decisions shall be made by a
majority of members represented at a meeting at which a quorum is
present. An affirmative vote of those members present and entitled to
vote shall be the act of the Association.
The exercise of the right to
purchase the park as set forth in Chapter 723.071, Florida Statutes,
requires a quorum to be a majority (50% + 1) of the members. Therefore
for all membership meetings relating to the exercise of the rights
provided in Chapter 723.071, Florida Statutes, the presence in person or
by proxy of the majority (50%+1) of the members entitled to vote shall
constitute a quorum. All decisions or actions taken shall be made by a
majority (50% + 1) of the quorum in attendance and the affirmative vote of
those members present shall be the act of the Association.
In those instances where
there is a quorum present at the beginning of any duly organized meeting,
the members present can continue to conduct business until adjournment
even though members have withdrawn from the meeting leaving less than a
quorum present.
Membership meetings for
information, reporting and discussion purposes may be held without the
presence of a quorum. No action or other business requiring the vote of
members may be taken without the presence of a quorum.
Section 9. CONDUCT. All
meetings of the Association and its committees shall be conducted in
accordance with Robert's Rules of Order and the By-laws of the
Association. In the event there are questions as to procedure, the
presiding officer shall refer the question to the Parliamentarian for a
ruling thereon. If no Parliamentarian has been appointed, the presiding
officer shall make the ruling.
Section 10. ORDER OF
BUSINESS. The order of business at all regular or annual meetings shall be
as follows:
A. Roll
call of the Board of Directors
B. Reading
of minutes of previous meeting;
C. Report
of the Executive Board (Affirmation of Notice):
D. Report
of committees;
E. Election
of directors (if election to be held);
F.
Unfinished business;
G. New
Business
H. Good of
the Order
I. Adjournment
Section 11. MINUTES. Minutes
of all meetings shall be kept in a businesslike manner and shall be
available for inspection by members, or their authorized representatives,
at reasonable times. The Association shall retain these minutes for a
period of not less than seven (7) years.
Section 12. ADJOURNMENTS.
Any membership meeting may be adjourned.
Notice of the adjourned meeting or of the business to
be transacted therein; other than by announcement at the meeting, at which
the adjournment is taken shall not be necessary. If, however, after the
adjournment the board fixes a new date, time or place for the adjourned
meeting, a notice of the adjourned meeting shall be given in compliance
with Section 5. At an adjourned meeting at which a quorum is present, any
business may be transacted which could have been transacted at the meeting
originally called.
Section 13. VOTING LISTS. The Director having charge
of the membership books of the Association shall make, a complete list of
the members entitled to vote. Such list shall be kept on file at the
office of the Association and shall be available for inspection by any
member at a reasonable time.
ARTICLE IX.
MEETINGS OF
DIRECTORS
Section 1. REGULAR MEETINGS. Regular meetings
of the Board of Directors shall be held at least ten (10) times each year,
at such place, date and hour as may be fixed from time to time by
resolution of the Board. Should such regular meeting dates fall upon a
legal holiday, then the meeting shall be rescheduled at the earliest
convenience of the Board. Notice of the date, time and place, of all
regular meetings of the Board of Directors shall be posted in the monthly
newsletter.
Section 2. SPECIAL MEETINGS.
Special meetings of the Board of Directors shall be held when called by
the President of the Association, or by any two directors, after not less
than three (3) days notice to each director of the date, time, and place
of the meeting. Notice of special meetings shall be posted in a
conspicuous place upon the park property at least forty-eight (48) hours
in advance, except in an emergency. The notice of special meetings shall
contain the purpose or purposes of the meeting. Notice of any meeting,
regular or special, in which assessments against members are to be
considered for any reason, shall specifically contain a statement that
assessments will be considered and the nature of such assessments.
Section 3. EMERGENCY
MEETINGS. Emergency meetings of the Board of Directors shall be held when
called by the President of the Association, or by any two directors.
Emergency meetings of the Board of Directors may be held by telephone
conference. Emergency decisions, as determined by the President or a
majority of the Board of Directors, may be made by means of a designated
officer or member of the Board polling the members of the Board by
telephone and any such emergency issue or question shall be determined by
affirmative vote of a majority of the Board, which shall then be
considered to be the action of the Board. Minutes of any emergency meeting
of the Board, whether by telephone conference, telephone polling or
otherwise, shall be filed with the Secretary of the Association. Said
designee shall certify the correctness of the minutes. It is contemplated
that emergency meetings, may include, but may not necessarily be limited
to such subjects as redesignation of the Homeowner’s Committee, filling
vacancies on the Board of Directors of the Association, and to conduct
necessary or important business while a majority of the Board of Directors
is not present in the State of Florida.
Section 4. EXECUTIVE
SESSIONS: The Board of Directors may from time to time meet in executive
session which will be closed to the membership. No business or actions
will be taken at these sessions that may be binding upon the membership.
Section 5. OPEN MEETINGS.
All meetings of the Board of Directors shall be open to all members of the
Association except for executive sessions as noted in Section 4 above.
Section 6. QUORUM. A majority of the number
of directors shall constitute a quorum for the transaction of business.
Every act or decision done or made by a majority of the directors present
at a duly held meeting at which a quorum is present shall be regarded as
the act of the Board of Directors. Directors may not vote by proxy or by
secret ballots at Board meetings, except for the election of the Executive
Board. A director may join in the action of a meeting of the Board by
signing the minutes thereof. If at any meetings of the Board there shall
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 meeting
that takes place on account of a previously adjourned meeting, any
business, which might have been transacted at the meeting as originally
called, may be transacted. In the case of the adjournment of a meeting, no
further notice of the adjourned meeting need be given unless otherwise
determined by the Board. Members of the Board of Directors shall be deemed
present at any meeting held by conference telephone or similar
communications equipment where all persons participating in the meeting
can hear each other.
Section 7. NOTICE OF
DIRECTORS MEETING. Notice of Directors meetings shall be posted in a
conspicuous place upon the park property at least forty-eight (48) hours
in advance, except for emergency meetings. Notice of any Directors meeting
in which assessments against members are to be considered for any reason
shall specifically contain a statement that assessments will be considered
and the nature of such assessments.
Section 8. MINUTES. Minutes
of all meetings of the Board of Directors shall be kept in a businesslike
manner and shall, with the exception of executive sessions, be available
for inspection by members, or their authorized representatives at
reasonable times. The Association shall retain these minutes for a period
of not less than seven (7) years
Section 9. BUDGET. The Board
shall develop and submit, at the regular membership meeting in November,
an annual budget in which revenues and expenditures are in balance. The
vote for budget approval by the Board of Directors will take place at the
November Board of Directors meeting. The approved budget shall be
presented to the membership at the Annual Meeting. The Board may approve
interim budget changes during the year as long as the overall objective of
a balanced budget is maintained. Association funds may not be issued for
personal recognition of any individual.
Section 10. PARLIAMENTARIAN.
The Board may appoint a parliamentarian whose duties shall be prescribed
by the Board.
ARTICLE X.
ACCOUNTING RECORDS; FISCAL MANAGEMENT; ASSESSMENTS
Section 1. BOOKS AND RECORDS. The Association
shall maintain records according to good accounting practices for all
receipts and expenditures. These records of the Association shall be kept
in Lake County and open for inspection by members or their authorized
representatives at reasonable times. Such authorization as a
representative of a member must be in writing and signed by the person
giving the authorization and dated within thirty (30) days of the date of
the inspection. Written summaries of the accounting records may be made
available to the members.
Section 2. FISCAL YEAR. In administering the
finances of the Association, the following procedures shall govern:
A. The fiscal year
shall be the calendar year;
B. Any monies
received by the Association in any calendar year may be used by the
Association to pay expenses incurred in the same calendar year subject to
the provisions for excess revenues set forth in Section 3 of this Article;
C. There shall be
apportioned between calendar years on a pro rata basis any expenses which
are prepaid in one calendar year for operating expenses which cover more
than such calendar year;
D. Board of Directors shall have the discretion to allocate Association
Funds, as it deems appropriate. A reserve fund(s) may be established and
maintained for any anticipated current or future expenses.
Section 3. ASSESSMENTS.
Assessments requested by the Board of Directors must be voted upon by a
majority (50%+ 1) of Members, at a called meeting, where there is a quorum
of members in good standing present. Notification of such a vote will be
made 30 days in advance by the use of Block Captains and posted notices,
mailings or e-mail. These assessments shall be for operating expenses and
such other assessments as the Board of Directors may determine. Each
member is obligated to pay the Association annual and special assessments
as approved. Assessments shall be made against members not less
frequently than quarterly, in amounts no less than are required to provide
funds in advance for all the anticipated current operating expenses and
for all of the unpaid operating expenses previously incurred.
Notwithstanding the foregoing, the assessments for operating expense or
other expenses and any periodic installments thereof shall be of
sufficient magnitude to insure an adequacy and availability of cash to
meet all expenses in any calendar year. In the event that the Board of
Directors should anticipate that the Association may end up its fiscal
year with excess assessments (in cash or taxable income), or should that event in fact
occur, then the Board of Directors may vote to apply said excess towards
the operating expenses of the subsequent year.
Section 4. ANTICIPATED REVENUE - DEFICIT. The
Board shall not be required to anticipate revenue from assessments and
shall not engage in deficit spending. If there exists any deficiency which
results from there being greater operating expenses than income or money
from assessments, then such deficit shall be carried into the next
succeeding year's budget as a deficiency and shall be the subject of an
applicable assessment.
Section 5. DEPOSITORY. The depository of the
Association shall be such bank or banks as shall be designated from time
to time by the Board of Directors in which the monies of the Association
shall be deposited. Withdrawal of monies from such account shall be only
by checks signed by such persons as are authorized by the Board.
ARTICLE XI.
INDEMNIFICATION
The Association may be empowered to indemnify
any officer or director or any former officer or director, by a majority
vote of a quorum of directors, or by majority vote of a quorum of members,
who are not parties to such action, suit or proceeding, in the manner
provided in the applicable Chapter of the Florida Statutes. If such
indemnification is authorized by the directors or members, expenses
incurred in defending such civil or criminal action, suit or proceeding
may be paid by the Association In advance of the final disposition of such
action, suit or proceeding, in the manner described in the Florida
Statutes upon receipt of an undertaking by or on behalf of the director,
officer, employee, or agent to repay such amount unless he or she is found
to be entitled to such indemnification.
ARTICLE XII.
AMENDMENT OF BY-LAWS
The Board of Directors in and of itself or by
request from any member may submit any proposed repeal or amendment of
these by-laws to the By-Law Committee for review and recommendations.
Such proposed changes, if approved by the Board, must be read at two
consecutive membership meetings. At the second such meeting, the proposed
changes shall be voted upon. Approval by a majority vote of a quorum
present shall constitute a legal change to these by-laws. The notice of
any meeting at which amendments of the By-laws are to be considered shall
contain a statement that amendments to the By-laws shall be considered.
ARTICLE XIII.
AMENDMENT OF ARTICLES OF INCORPORATION
The Articles of Incorporation of this
Association may be amended by majority (50% + 1) vote of the members. The
notice of any meeting at which amendments of the Articles of Incorporation
are to be considered shall contain a statement that amendments to the
Articles of Incorporation shall be considered.
ARTICLE XIV.
LOANS
No loans shall be contracted on behalf of the
Association, and no evidences of indebtedness shall be issued in its name,
unless authorized by a resolution of the Board of Directors. Such
authority may be general or confined to specific instances.
ARTICLE XV.
DEADLOCK
A.
SUBMISSION TO ARBITRATION. Should deadlock, dispute or controversy arise
among the members or directors of the Association in regard to matters of
management or company policy or matters arising under the provisions of
the charter and should the members, by using their legal power and
influence as members, be unable to resolve such deadlock, dispute or
controversy, the matter shall be submitted by the members to arbitration.
.
B. DETERMINATION BY ARBITRATION. Should the
members or directors be unable to agree as to the scope of this provision
or the application of this provision to the deadlock, dispute or
controversy at issue, the scope and applicability of this provision shall
be determined by the arbitrator.
C. NOTICE. Notice shall be given by such
objecting or dissenting member(s) that such deadlock exists within fifteen
(15) days of such deadlock, by certified mail, postage prepaid, addressed
to the remaining member(s) at the addresses listed on the corporate books.
D. SELECTION OF ARBITRATOR. The members shall
then select an arbitrator within 60 days of the receipt of such notice of
deadlock, upon a unanimous vote of the members entitled to vote. The
members shall reserve the right to replace the arbitrator by unanimous
vote of the members entitled to vote.
E. INABILITY TO SELECT. Should the members be
unable to select an arbitrator or a successor arbitrator, the deadlock,
dispute or controversy shall be resolved in accordance with the Florida
Arbitration Code, Chapter 682 of the Florida Statutes.
F. FINAL DECISION. The decision of the
arbitrator shall be final and binding upon all members. The members shall
vote, as the arbitrator shall direct.
G. ENFORCEMENT. To enforce these provisions,
the arbitrator may obtain an injunction from a court having jurisdiction
to direct the members to vote as the arbitrator has determined.
ARTICLE XVI.
INTERESTED DIRECTORS
A.
CONFLICT OF INTEREST. No contract or other transaction between the
Association and one or more of its directors, or between the Association
and any other corporation, firm, association or other entity in which one
or more of its directors are directors or officers, or have financial
interest, shall either be void or voidable for this reason alone or by
reason alone that such director or directors are present at the meeting of
the Board of Directors, or of a committee thereof, which approves such
contract or transaction, or that his or their votes are counted for such
purposes if:
1. The fact of such common, directorship,
officership or financial interest is disclosed or known to the Board or
committee, and the Board or committee approves such contract or
transaction by vote sufficient for such purpose without counting the vote
or votes of such interested director or directors; or
2. Such common directorship, officership or
financial interest is disclosed or known to the members entitled to vote
thereon, and such contract or transaction is approved by vote of the
members; or
3. The contract or transaction is fair and
reasonable as to the Association at the time it is approved by the Board,
a committee or the members.
B. QUORUM. Common or interested directors may
be counted in determining the presence of a quorum at a meeting of the
Board or of a committee, which approves such contract or transaction.
DATED:
_____________________________________
I hereby certify that the foregoing is a true
and correct copy of the amended By-Laws of the Mid-Florida Lakes Home
Owners Association, Inc. adopted by the Board of Directors at their
meeting held on the day of _________________, 2004.
By:_________________________________
Vice
President, Jack Fay
Certified
By:_______________________________
Fred Prahl
Chairman,
By-Laws Committee
