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 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 appointe~1 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.
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 lagal 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
(d) 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:
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
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