Section 1. Annual
Meeting & General Meetings. The Annual
Meeting shall be held in January, following the
annual election on a date, time and place to be
determined by the Board of Directors, for the
purpose of announcing the election results of
the Board of Directors, and to transact any
business as may be required by the Board of
Directors. Other General Meetings shall be
determined by the Board of Directors and held at
a time and place convenient to the members.
Section 2. Special Meetings. Special
meetings of the members may be called at any
time by the Board of Directors or upon written
request of 15% of the homesites of the
Association. The only business conducted at
Special Meetings shall be that for which the
Meeting is called.
Section 3. Notice of Meetings.
Notice of each meeting of the Members shall be
given by or at the direction of the Secretary or
person authorized to call the meeting, and shall
be by one or all of the following: notice in the
Oak Run Community Monthly Newsletter; by posting
such notice on the Community Bulletin Board/s;
through the Community Cable TV Message System;
and/or by special distribution. At least two 12)
weeks advance notice must be provided, except in
the case of emergency, four days' notice will be
deemed sufficient. The purpose of each meeting
shall be stated in the Notice.
Section 4. Membership Voting. Any
subject or issue to be voted upon by the Members
shall be by written referendum ballot either by
mail-in or at a time and place to be determined
by the Board of Directors. A referendum
initiated by Members shall require submission of
a petition to the Board of Directors signed by
15% of the homesites, followed by an information
hearing/s for the entire membership. The
referendum shall be held within 30 days of the
hearings. and a majority of the homesites
appearing on the official Oak Run records must
be represented in the balloting or the
referendum shall be declared null and void. Each
homesite shall have one (1) vote. A majority of
those voting in favor of the referendum shall be
necessary for passage of the referendum.
Section 5. Proxies. A member may
vote by proxy. All proxies shall be in writing
and filed with the Secretary. Every proxy shall
be revocable and shall automatically cease upon
conveyance by the member of his lot.
Section 6. Absentee Ballot. Any
homesite may vote by Absentee Ballot, providing
the ballot is filed with the Secretary prior to
the day of voting.
Section 7. Minutes. The
Association shall maintain minutes of each meeting of
the membership and of the Board of Directors, and the
minutes shall be kept available for inspection by any
member during normal business hours.
Section 1.
Number. The affairs of this Association
shall be managed by a Board of Directors
Consisting of not less than three nor more than
twelve persons who need not be members of the
Association. The first Board shall consist of
three members. Thereafter, the number of
Directors may be increased to a maximum of
twelve by a majority vote of the Board of
Directors.
Section 2. Term of Office. The
Directors shall be elected by receiving the
greatest number of votes from the members voting
at an election designated for such purpose, and
the term of office shall be for two (2) years.
At the expiration of a term, any Director may be
reelected for one consecutive term. No person
shall serve more than two (2) terms
consecutively (4 years) without at least a
2-year break in service. In the event that a
person is appointed to the Board to replace a
Director until the next election, the period
which the person serves as an appointed Director
shall count as a year of service on the Board if
the appointment exceeds six months. An
incomplete term by reason of resignation shall
count as a full term. In addition, at and after
the Developer has assigned to the other members
the right to vote on any matters pertaining to
the Association, the Developer as Developer, and
whether or not developer has any other vote by
virtue of owning a Homesite, shall have the
right to name, appoint. and remove one member of
the Board of Directors and, from time to time,
the successor to such member.
Section 3. Removal. A Director,
other than a Director named by the Developer
pursuant to Section 2, may be removed from the
board with or without cause, by the majority
vote of the homesites. in keeping with Article
III, Sec. 4 of the Bylaws, Membership Voting. In
the event of death, resignation. or the removal
of a director, his successor shall be selected
as provided in Article VI, Sec. 4.
Section 4. Compensation. No Director
shall receive compensation for any service he
may render to the Association. However, any
Director may be reimbursed for his actual
expenses incurred in the performance of his
duties.
The nomination and
election of Directors shall be conducted as
follows:
Section 1..
Nomination. Nomination for the election to
the Board of Directors shall be made by a
nominating committee and presented to the
membership at a general meeting preceding the
annual election. Nominations may also be made from
the floor at the same 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 at least sixty days prior to each annual
election and serve until the close of the annual
election. The nominating committee shall make as
many nominations for the election to the board as
it shall, in its discretion determine, but not
less than the number of vacancies that are to be
filled.
Section 2. Election. Election to the
Board of Directors shall be by secret written
ballot either in person, absentee ballot, or
proxy. At such election, one ballot per homesite
may be cast pursuant to the provision of the
Declaration. The persons receiving the largest
number of votes shall be elected. Cumulative
voting is not permitted.
Section 3. Current Account Status. All
Directors must maintain at all times a current
account status with Declarant concerning all
assessments and charges.
Section 1. Regular
Meetings. Regular meetings of the Board of
Directors shall be held every month, with or
without notice, at such place and hour during
normal business hours as may be fixed. from time
to time, by resolution of the Board. Should said
meeting fall upon a legal holiday, then that
meeting shall be held at the same time on the next
day which is not a legal holiday.
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
days' notice to each Director.
Section 3. 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.
Section 4. Vacancies. Except as to
removal of a Director by the Developer under
Section 2 of Article IV, vacancies on the Board of
Directors shall be filled automatically from the
alternate list of persons having received the next
highest number of votes at the previous annual
election. Only non-elected candidates receiving at
least 15% of votes cast shall be eligible for the
alternate list. Such alternate list shall be in
effect from election day to election day. In the
event the alternate list has been exhausted or
there is no alternate list, the Board of Directors
shall appoint a person to fill the vacancy. Any
appointed Director shall serve on the Board of
Directors until the next election, at which time
the unexpired term shall be placed on the ballot.
A vacancy caused by the resignation or removal of
a Director appointed by the Developer shall be
filled by the Developer appointing a replacement.
The unexpired term shall be awarded after the full
term positions have been filled according to vote
totals.
Section 5. First Meeting.The first
meeting of the newly elected Board of Directors
shall be held within thirty (30) days of the
election, at such place as shall be fixed by the
members at the meeting at which the Directors were
elected, and no further notice of the first
meeting shall be necessary.
Section 1. Powers.
The Board of Directors shall have the powers
reasonably necessary to operate and maintain the
Association including, but not limited to, the
following:
(a) Adopt
and publish rules and regulations governing the
personal conduct of the members and their guests
at meetings and to establish penalties and/or
fines for the infraction thereof;
(b) Suspend the voting rights and right to
use of the common areas and Recreational Areas of
a member during any period in which such member
shall be in default in the payment of any
assessment levied under the declaration.
Such rights may also be suspended after notice and
hearing, for a period not to exceed sixty (60)
days for infraction of published rules and
regulations;
(c)
Exercise for the Association all powers, duties
and authority vested in or delegated to this
Association and not reserved to the membership by
other provisions of these By-Laws, the Articles of
Incorporation or the Declaration;
(d) Declare the office of a member of the
Board of Directors to be vacant in the event such
member shall be absent from three consecutive
regular meetings of the Board of Directors; and
(e) Excluding
operating expenses for standing committees, single
capital expenditures exceeding $8,000 shall be
considered by the Board of Directors only after
discussion at a General Meeting of the Homeowners,
with prior notice to them, in keeping with Article
III, Section 4 of the Bylaws, Notice of Meetings.
Section 2. Duties. It shall be the
duty of the Board of Directors to cause the
Association to perform the purposes for which it
was formed including, but not limited to, the
following:
(a)
Cause to be kept a complete record of all its acts
and corporate affairs and to present a statement
thereof to the members at the annual meeting of
the members;
(b)
Supervise all officers, and agents of this
Association, and to see that their duties are
properly performed;
(c) Cause all officers or employees having
fiscal responsibilities to be bonded, as it may
deem appropriate.
(d) Cause an Annual Audit or Financial Review of
the Association books to be made by a public
accountant from any state at the completion of
each fiscal year.
Section 1.
Enumeration of Officers. The elected
officers of this Association shall be a President
and a Vice President, who shall at all times be
homeowner members of the Board of Directors. Other
non-voting officers. including Secretaries, the
Treasurer, and Assistant Treasurer, shall be
created and appointed by the Board of Directors.
Section 2. Election of Officers. The
election shall take place at the first meeting of
the Board of Directors following each annual
election of the members.
Section 3. Term. The President and
Vice President of this Association shall be
elected annually by the Board of Directors, and
each shall hold office for one (1) year unless
he/she shall sooner resign, or shall be removed,
or be otherwise disqualified to serve. No elected
officer of the Board shall serve more than two
one-year terms. Any portion of a year exceeding
six (6) months as an officer shall be considered a
full year served. An incomplete term by reason of
resignation shall count as a full term.
Section 4. Special Appointments. The
Board may appoint such other officers as the
affairs of the Association may require, each of
whom shall hold office for such period, have such
authority, and perform such duties as the Board
may, from time to time, determine.
Section 5. Resignation and Removal.
Any officer may be removed from office, with or
without cause, by the Board. Any 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 any later time
specified therein and, unless otherwise specified
therein, the acceptance of such resignation shall
not be necessary to make it effective.
Section 6. Vacancies. A vacancy in any
office may be filled by appointment by the Board.
The officer appointed to such vacancy shall serve
for the remainder of the term of the officer he
replaces.
Section 7. Multiple Offices. The
offices of Secretary and Treasurer may be held by
the same person. No person shall simultaneously
hold more than one of the other offices except in
the case of special offices created pursuant to
Section 4 of this Article.
Section 8. Duties. The duties of the
officers are as follows:
(a)
President. The President shall preside at
all meetings of the members and Board of
Directors: shall see that orders and resolutions
of the Board are carried out; shall sign all
written instruments and shall co-sign checks.
(b)
Vice President. In the absence of the
President, the Vice President shall have all the
powers of the President and shall act in the place
and stead of the President in the event of his
absence, inability or refusal to act and shall
exercise and discharge such other duties as may be
required of him by the Board, including Co-signing
checks in the absence of the President or
Treasurer.
(c)
Secretary. The Secretary shall record the
votes and keep the minutes of all meetings and
proceedings of the Board and of the members; keep
the corporate seal of the Association and affix it
on all papers requiring said seal; serve notice of
meetings of the Board and of the members; as
appropriate, keep current records of tife
Association; and perform such other duties as
required by the Board.
(d)
Treasurer. The Treasurer shall keep a
complete and proper set of financial records of
fhe Association, based upon original deposit
slips, receipts, invoices, and other original
records as furnished to the Treasurer by the
Standing Committees of the Homeowners Association
and such other revenue and expense sources as are
appropriate to the Association; disbursing such
funds as directed by resolution of the Board of
Directors; co-signing checks of the Association;
reconciling all bank statements; preparing a
monthly report of income and expense of all
Association funds and subsidiary reports as
required by the Board; monitoring receipts and
expenses of Standing Committees; preparing a
monthly balance sheet; and filing all monthly
financial reports in a place appropriate for
public review.
The Board of Directors
shall appoint committees as deemed appropriate in
carrying out its purpose.
The books, records,
papers, Declaration, Articles of Incorporation and
Bylaws of the Association shall at all times,
during reasonable business hours, be subject to
inspection by any member at a time mutually
convenient to both parties.
The Association shall
have a seal in circular form having within its
circumference the words: Oak Run Homeowners
Association, Inc., a Corporation Not For Profit,
1985. Florida.
Section 1.
Requirement.These By-Laws may be amended by
Referendum in keeping withArticle III, Sec. 4,
except that (1) a hearing must be held within 3O
days preceding the referendum; and (2) a majority
of the members (homesites) entitled to vote
thereon cast affirmative ballots in the
referendum.
Section 2. Conflict.
In the case of any conflict between the Articles
of Incorporation and these By-Laws, the Articles
shall control; and in the case of any conflict
between the Declaration and these By-Laws, the
Declaration shall control.
Section 1. Neighborhood Representatives. In order for the members of the Association to have direct representative input into the activities of the Association, each Neighborhood of Oak Run shall elect two Neighborhood Representatives. The purpose of such Neighborhood Representatives is to discuss with the members of their neighborhood the desires of the members which pertain to the purpose of the Association, and to communicate those views to the Board.
Section 2. Neighborhoods. The Developer shall have the responsibility of designating the boundaries for the Neighborhood from which the Neighborhood Representatives shall be elected.
Section 3. Election of Neighborhood Representatives. The Neighborhood Representatives shall be elected by the residents of the neighborhood in which they both reside and own a homesite. The dates and procedures for such elections shall be specified by the Board of Directors. Neighborhood Representatives shall serve for a one-year term and may be elected for additional terms.
Section 4.
Vacancies. Vacancies which may occur in a
Neighborhood Representative's position shall be
filled by the Board of Directors from among the
members within that neighborhood, and any so
appointed Neighborhood Representative shall serve
until the next election.
Section 5. Meetings. The board and all Neighborhood Representatives shall meet at least monthly to discuss matters of mutual interest.
The fiscal year of
the Association shall begin on the first day of
January and end on the 31st day of December of
every year, except that the first fiscal year
shall begin on the date of incorporation.
Pursuant to the
provisions of section 617.1006, Florida Statues,
the undersigned corporation adopts the following
articles of amendment to its articles of
incorporation.
FIRST: Amendment(s) adopted:
THIRD
AMENDMENT:
Article VIII - Para. 2, 4th sentence
The Directors shall be elected by receiving the
greatest number of votes cast by the homesites at
an election held for such purpose, and the term of
office shall be for two years.
Article VIII - Para. 2, 6th sentence
At the expiration of a term, any Director may be
reelected for one consecutive term, but no person
shall serve more than two terms consecutively
without at least a 2-year break in service.
Article XIII - Para. 1 replaced
The Board of Directors shall elect from among the
Members of the Board the President and as many
Vice Presidents as the Board of Directors shall
from time to time determine, and shall appoint
other officers, including the Secretary and
Treasurer, as may be required.
Article XIV - Second sentence
Thereafter, the By-Laws of the Association may be
amended, altered or rescinded by affirmative vote
of the majority of the homesites.
SECOND: The date of adoption of the
amendment(s) was: November
13, 1996
THIRD: The amendment(s)
was(were) adopted by the members and the number of
votes cast for the amendment was sufficient for
approval.
Signed by Wendell Kellogg, President December 2, 1996