| ARTICLE I
- Name
and Location |
The name of the
corporation is OAK RUN HOMEOWNERS ASSOCIATION,
INC., hereinafter referred to as the
"Association." The principal office of the
corporation shall be located at 8865 S.W.
104th Lane, Ocala, Florida 32676, but meetings
of members and Directors may be held at such
places within the State of Florida, County of
Marion, as may be designated by the Board of
Directors.
(The current
mailing address is P.O. Box 772681, Ocala,
FL 34477-2681)
|
| |
| ARTICLE
II - Definitions |
| The
"Definitions" contained in the Declaration of
Covenants and Restrictions for Oak Run to
which these By-Laws are attached as Exhibit C
and recorded in the Public Records of Marion
County, Florida, are incorporated herein by
reference and made a part hereof. |
|
|
| ARTICLE III - Meetings and
Membership Voting |
| 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 (2) 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. |
| |
| ARTICLE
IV - Board
of Directors; Selection; Term of Office |
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.
|
| Section 5.
Action Taken Without a Meeting: The
Directors shall have the right to take any
action in the absence of a meeting which they
could take at a meeting by obtaining the
written approval of all the Directors. Any
action so approved shall have the same effect
as though taken at a meeting of the Directors. |
|
| ARTICLE V -
Nomination and Election of
Directors |
| 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.
|
| |
| ARTICLE
VI - Meetings
of Directors |
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.
|
|
| ARTICLE
VII - Powers and Duties of the
Board of Directors |
| 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.
|
| |
| ARTICLE VIII - Officers
and Their Duties |
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 the 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 the
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.
|
| |
| ARTICLE IX - Committees |
| The
Board of Directors shall appoint committees as
deemed appropriate in carrying out its
purpose. |
| |
| ARTICLE X - Books and
Records |
| 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. |
| |
| ARTICLE XI -
Corporate Seal |
| 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. |
| |
| ARTICLE XII - Amendments
|
| Section 1.
Requirement: These By-Laws may be
amended by Referendum in keeping with Article
III, Sec. 4, except that (1) a hearing must be
held within 30 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. |
| |
| ARTICLE XIII - Neighborhood
Representatives |
| 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. |
| |
| ARTICLE XIV - Miscellaneous |
| 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. |
| |
ARTICLES OF
AMENDMENT to ARTICLES OF
INCORPORATION
of OAK RUN HOMEOWNERS
ASSOCIATION, INC.
(A Corporation Not for Profit) |
| Pursuant
to the provisions of Section-617.1006, Florida
Statutes, 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 |
