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Section 1. Identification
of Association.
These are the By-Laws of SARATOGA BAY HOMEOWNERS ASSOCIATION,
INC. (Association"), as duly adopted by its Board
of Directors. The Association Is a corporation not-for-profit,
organized pursuant to Chapter 617, Florida Statutes,
for the purpose of managing, operating, and administering
the development known as "Saratoga Bay" (the
"Development").
1.1 The office of the Association shall be for the
present at
10385 Ironwood Road, Palm Beach Gardens, Florida, and
thereafter may be located at any place designated by
the Board of Directors (the "Board").
1.2 The fiscal year of the Association shall be the
calendar year.
1.3 The seal of the corporation shall bear the name
of the corporation, the word "Florida" and
the words "Corporation Not-For Profit".
Section 2. Definitions.
All terms shall have the meanings set forth in the
Articles of Incorporation of the Association ("Articles").
All terms defined in the Articles shall be in quotation
marks with initial capital letters the first time that
such term appears in these By-Laws.
Section 3. Membership; Members'
Meetings; Voting and Proxies.
3.1 The qualification of "Members", the
manner of their admission to "Membership"
and the termination of such Membership shall be as set
forth in Article V of the Articles.
3.2 The Members shall meet annually at the office of
the Association at such time in the month of March of
each year as the Board may determine (the "Annual
Members' Meeting"). The purpose of the Annual Members'
Meeting shall be to hear reports of the officers, elect
members of the Board (subject to the provisions of Article
X of the Articles) and transact any other business authorized
to be transacted by the Members.
3.3 Special meetings of the Membership shall be held
at any place within Palm Beach County, Florida, whenever
called by the President or Vice President or by a majority
of the Board. A special meeting must be called by the
President or Vice President upon receipt of a written
request from one-tenth (1/10) of the entire Membership.
3.4 A written notice of all meetings of Members (whether
the Annual Members' Meeting or special meetings) shall
be given to each Member at his last known address as
it appears on the books of the Association and shall
be mailed to the said address not less than fourteen
(14) days nor more than sixty (60) days prior to the
date of the meeting. The post office certificate of
mailing shall be retained as proof of such mailing.
The notice shall state the time and place that the meeting
of Members is to take place, and the object for which
the meeting is called. The notice shall be signed by
an officer of the Association. Notice of any meeting
may be waived by any Member before, during or after
such meeting or by the person entitled to vote pursuant
to a proxy. Said waiver shall be in writing and shall
set forth the waiver of written notice.
3.5 The Membership may, at the discretion of the Board,
act by written agreement in lieu of a meeting, provided
written notice of the matter or matters to be agreed
upon is given to the Membership at the addresses and
within the time periods set forth in Section 3.4 herein
or duly waived in accordance with such Section. The
decision of the majority of the Membership (as evidenced
by written response to be solicited in the notice) shall
be binding on the Membership, provided a quorum of the
Membership submits a response. The notice shall set
forth a time period during which time a response must
be made by a Member.
3.6 A quorum of the Membership shall consist of one-third
(1/3) of those persons entitled to cast the votes of
the entire Membership. A Member may join in the action
of a meeting by signing and concurring in the minutes
thereof and such a signing shall constitute the presence
of such parties for the purpose of determining a quorum.
When a quorum is present at any meeting and a question
which raises the jurisdiction of such meeting is presented,
the holders of a majority of the voting rights present
in person or represented by written "Proxy"
(as hereinafter defined) shall be required to decide
the question. However, if the question is one upon which,
by express provision of the Declaration, requires a
vote other than the majority vote of a quorum, then
such express provision shall govern and control the
required vote on the decision of such question.
3.7 If any meeting of the Membership cannot be organized
because a quorum is not in attendance, the Members who
are present, either in person or by Proxy, may adjourn
the meeting from time to time until a quorum is present.
In the case of the meeting being postponed, the notice
provisions for the adjournment shall be as determined
by the Board.
3.8 Minutes of all meetings shall be kept in a businesslike
manner and available for inspection by the Members and
"Directors" at all reasonable times.
3.9 Voting rights of Members shall be as stated in
the Declaration and the Articles. Such votes may be
cast in person or by Proxy. "Proxy" is defined
to mean an instrument containing the appointment of
a person who is substituted by a Member to vote for
him and in the Member's place and stead. Proxies shall
be in writing and shall be valid only for the particular
meeting designated therein and any adjournments thereof
if so stated.
In no event shall any proxy be valid for a period longer
than ninety (90) days after the date of the first meeting
for which it was given. A Proxy must be filed with the
Secretary before the appointed time of the meeting in
order to be effective. Any Proxy may be revoked prior
to the time a vote is cast according ta such Proxy.
3.10 At any time prior to a vote upon any matter at
a meeting of the Membership, any Member may demand the
use of a secret written ballot for the voting on such
matter.
3.11 No member shall be allowed to exercise his vote
or serve as a Director unless he is current on all assessments.
3.12 The order of business at Annual Members' Meetings
and, as far as practical at other Members' Meetings,
shall be:
1. Election of chairman of the meeting.
2. Calling of the roll and certifying of proxies.
3. Proof of notice of meeting or waiver of notice.
4. Reading and disposal of any unapproved minutes.
5. Report of officers.
6. Reports of committees.
7. Election of inspectors of elections.
8. Election of directors.
9. Unfinished business.
10. New business.
11. Adjournment.
Section 4. Board of
Directors; Directors' Meetings.
4.1 The form of administration of the Association shall
be by a Board of not less than three (3) nor more than
five (5) Directors. The Board shall determine the number
of directorships for the succeeding year at the Board
meeting prior to the Annual Members' Meeting.
4.2 The provisions of the Articles setting forth the
selection, designation, election and removal of Directors
are hereby incorporated herein by reference.
4.3 Subject to Section 4.5 below and the rights of
the "Developer" as set forth in the Articles
and as set forth in Section 4.5(c) below, vacancies
on the Board shall be filled by person(s) selected by
the remaining Directors. Such person shall be a Director
and have all the rights, privileges, duties and obligations
as a Director elected at the Annual Members' Meeting
and shall serve for the term prescribed in Section 4.4
of these By-Laws.
4.4 The term of each Director's service shall extend
until his successor is duly elected and qualified or
until he is removed in the manner elsewhere provided
herein.
4.5 (a) A Director elected by the Membership may be
removed from office upon the affirmative vote or the
agreement in writing of a majority of the Members at
a special meeting of the Members for any reason deemed
by the Members to be in the best interest of the Association.
A meeting of Members to so remove a Director elected
by them shall be held, subject to the notice provisions
of Section 3.4 hereof, upon the written request of ten
percent (10~) of the Members. However, before any Director
is removed from office, he shall be notified in writing
at least two (2) days prior to the meeting at which
the motion to remove him will be made, and such Director
shall be given an opportunity to be heard at such meeting,
should he be present, prior to the vote on his removal.
(b) The Members shall elect, at a special meeting or
at the Annual Members' Meeting, persons to fill vacancies
on the Board caused by the removal of a Director elected
by the Members pursuant to Section 4.5(a) above.
(c) A Director designated by the Developer as provided
in the Articles may be removed only by the Developer
in its sole discretion and without any need for a meeting
or vote. The Developer shall have the unqualified right
to name a successor for any Director designated and
thereafter removed by it or for any vacancy on the Board
as to a Director designated by it, and the Developer
shall notify the Board as to any such removal or vacancy
and the name of the successor Director and of the commencement
date for the term of such successor Director.
4.6 The organizational meeting of the newly elected
Board shall be held within ten (10) days of its election
at such place and time as shall be fixed by the Directors
at the meeting at which they were elected. No further
notice of the organizational meeting shall be necessary,
providing that a quorum shall be present at such organizational
meeting.
4.7 Regular meetings of the Board may be held at such
time and place as shall be determined from time to time
by a majority of Directors. Special meetings of the
Board may be called at the discretion of the President
or the Vice President of the Association. Special meetings
must be called by the Secretary at the written request
of not less than one-third (1/3) of the Directors.
4.8 Notice of the time and place of regular and special
meetings of the Board, or adjournments thereof, shall
be given to each Director personally or by mail, telephone
or telegraph at least three (3) days prior to the day
specified for such meeting. Notice of any meeting where
assessments against Members are to be considered for
any reason shall specifically contain a statement that
assessments will be considered and the nature of any
such assessments. Any Director may waive notice of the
meeting before, during or after a meeting and such waiver
shall be deemed equivalent to the receipt of notice
by such Director.
4.9 A quorum of the Board shall consist of the Directors
entitled to cast a majority of the votes of the entire
Board. Matters approved by a majority of the Directors
present at a meeting at which a quorum is present shall
constitute the official acts of the Board, except as
specifically provided otherwise in the Declaration,
Articles or elsewhere herein. If at any meeting 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 adjourned
meeting any business which might have been transacted
at the meeting as originally called may be transacted.
In the case of the meeting being postponed, the notice
provisions for the adjournment shall be as determined
by the Board.
4.10 The presiding officer at Board meetings shall
be the President. In the absence of the President, the
Directors present shall designate any one of their number
to preside.
4.11 Directors shall not receive any compensation for
their services.
4.12 Minutes of all meetings shall be kept in a businesslike
manner and shall be available for inspection by Members
and Directors at all reasonable times.
4.13 Meetings of the Board shall be open to all Members.
Unless a Member serves as a Director or unless he has
been specifically invited by the Directors to participate
in the meeting, the Member shall not be entitled to
participate in the meeting, but shall only be entitled
to act as an observer. In the event a Member not serving
as a Director or not otherwise invited by the Directors
to participate in the meeting attempts to become more
than a mere observer at the meetings or conducts himself
in a manner detrimental to the carrying on of the meeting,
then any Director may expel said Member from the meeting
by any reasonable means which may be necessary to accomplish
said Member's expulsion. Also, any Director shall have
the right to exclude from any meeting of the Board any
person who is not able to provide sufficient proof that
he is a Member, unless said person has been specifically
invited by any of the Directors to participate in such
meeting.
Section 5. Powers and Duties
of the Board of Directors.
All of the powers and duties of the Association shall
be exercised by the Board. Such powers and duties of
the Board shall be exercised in accordance with the
Declaration and shall include, but not be limited to,
the following:
5.1 Making and collecting Assessments against Members
to defray the costs of "Association Expenses".
These Assessments shall be collected by the Association
through payments made directly to it by the Members
as set forth in the Declaration.
5.2 Using the proceeds of Assessments in the exercise
of the powers and duties of the Association and the
Board.
5.3 Maintaining, repairing and operating the Association
Property and the Common Areas.
5.4 Reconstructing improvements after casualties and
losses and making further authorized improvements on
the Common Areas and the Recreation Areas.
5.5 Making and amending rules and regulations with
respect to the use of the Association Property and the
Common Areas.
5.6 Enforcing by legal means the provisions of the
Homeowners Documents.
5,7 Contracting for the management and maintenance
of the Association Property and to authorize a management
agent to assist the Association in carrying out its
powers and duties by performing such functions as the
submission of proposals, collection of assessments,
preparation of records, enforcement of rules and maintenance,
repair and replacement of Association Property with
funds that shall be made available by the Association
for such purposes. The Association and its officers
shall, however, retain at all times the powers and duties
granted by the Declaration including but not limited
to the making of assessments, promulgation of rules
and execution of contracts on behalf of the Association.
5.8 Paying taxes and assessments which are or may become
liens against the Common Areas and lots owned by the
Association, if any, and assessing the same against
lots which are or may become subject of such liens.
5.9 Purchasing and carrying insurance for the protection
of homeowners and the Association against casualty and
liability which may occur on the Association Property
and the Common Areas.
5.10 Paying costs of all power, water, sewer and other
utility services rendered to the Association Property.
5.11 Hiring and retaining such employees as are necessary
to administer and carry out the services required for
the proper administration and purposes of the Association
and paying all salaries there- for.
5.12 Granting such permits, licenses, and easements
over the common areas for utilities, roads, and other
purposes reasonably necessary or useful for the proper
maintenance or operation of the common areas.
5.13 Purchasing and carrying fidelity bonds on all
officers and Directors who control or disburse funds
of the Association in such amounts as are more fully
described in the Declaration.
Section 6. Officers of the
Association.
6.1 Executive officers of the Association shall be
the President, who shall be a Director, one or more
Vice Presidents, a Treasurer, a Secretary and, if the
Board so determines, an Assistant Secretary and an Assistant
Treasurer, all of whom shall be elected annually by
the Board. Any officer may be removed without cause
from office by vote of the Directors at any meeting
of the Board. The Board shall, from time to time, elect
such other officers and assistant officers and designate
their powers and duties as the Board shall find to be
required to manage the affairs of the Association.
6.2 The President, who shall be a Director, shall be
the chief executive officer of the Association. He shall
have all of the powers and duties which are usually
vested in the office of the President of a corporation
not-for-profit including, but not limited to, the power
to appoint committees from among the Members at such
times as he may, in his discretion, determine appropriate
to assist in conducting the affairs of the Association.
He shall preside at all meetings of the Board and the
Membership.
6.3 In the absence or disability of the President,
a Vice President shall exercise the powers and perform
the duties of the President. The Vice President(s) shall
also generally assist the President and exercise such
other powers and perform such other duties as shall
be prescribed by the Board. In the event there shall
be more than one Vice President elected by the Board,
then they shall be designated "First", "Second",
etc. and shall exercise the powers and perform the duties
of the Presidency in such order.
6.4 The Secretary shall cause to be kept the minutes
of all meetings of the Board and the Membership, which
minutes shall be kept in a businesslike manner and shall
be available for inspection by Members and Directors
at all reasonable times. He shall have custody of the
seal of the Association and shall affix the same to
instruments requiring a seal when duly signed. He shall
keep the records of the Association, except those of
the Treasurer, and shall perform all of the duties incident
to the office of Secretary of the Association as may
be required by the Board or the President. The Assistant
Secretary, if any, shall perform the duties of the Secretary
when the Secretary is absent and shall assist the Secretary.
6.5 The Treasurer shall have custody of all of the
property of the Association, including funds, securities
and evidences of indebtedness. He shall keep the assessment
rolls and accounts of the Members; he shall keep the
books of the Association in accordance with good accounting
practices; and he shall perform all of the duties incident
to the office of the Treasurer. The Assistant Treasurer,
if any, shall perform the duties of the Treasurer whenever
the Treasurer is absent and shall otherwise assist the
Treasurer.
6.6 Officers shall not receive compensation for their
services. The compensation, if any, of all other employees
of the Association shall be fixed by the Board. This
provision shall not preclude the Board from employing
a Director or an officer as an employee of the Association
or preclude the contracting with a Director or an officer
for the management of the Association.
Section 7. Accounting Records;
Fiscal Management.
7.1 The Association shall maintain accounting records
according to good accounting practices which shall be
open to inspection by Members or their authorized representatives
at reasonable times. Authorization of a representative
of a Member must be in writing, signed by the Member
giving the authorization and dated within sixty (60)
days of the date of the inspection. Written summaries
of the accounting records shall be prepared at least
annually. Such records shall include: (a) a record of
all receipts and expenditures; (b) an account for each
lot which shall designate the name and address of the
Owner, the amount of each Assessment charged to the
lot, the amounts and due dates for each Assessment,
the amounts paid upon the account and the balance due;
and (c) an account indicating the Association Expenses
allocated under the budget of the Association ("Budget")
and the Association Expenses actually incurred during
the course of the fiscal year.
7.2 (a) The Board shall adopt a Budget for the Association
Expenses for each forthcoming fiscal year at a special
meeting of the Board ("Budget Meeting") called
for that purpose during the first two (2)weeks of November
of every calendar year. Prior to the Budget Meeting
a proposed budget shall be prepared by or on behalf
of the Board and may include, but not be limited to,
the following items, if applicable:
(1) Administration of the Association
(ii) Insurance and bonding fees
(iii) Management fees
(iv) Maintenance
(v) Taxes upon Association property (vi) Other expenses
(vii) Operating capital
Copies of the proposed Budget prepared prior to the
Budget Meeting and notice of the exact time and place
of the Budget Meeting shall be mailed to each Member
at the Member's last known address as reflected on the
books and records of the Association on or before thirty
(30) days prior to said Budget Meeting, and the Budget
Meeting shall be open to the Membership.
(b) In administering the finances of the Association,
the following procedures shall govern: (1) the fiscal
year shall be the calendar year; (ii) any income received
by the Association in any calendar year may be used
by the Association to pay expenses incurred in the same
calendar year; (iii) there shall be apportioned between
calendar years on a pro rata basis any expenses which
are prepaid in any one calendar year for Association
Expenses which cover more than a calendar year;
(iv) Assessments shall be made not less frequently
than quarterly in amounts no less than are required
to provide funds in advance for payment of all of the
anticipated current Association expenses and for all
unpaid Association expenses previously incurred; (v)
Association Expenses incurred in a calendar year shall
be charged against income for the same calendar year,
regardless of when the bill for such Association Expenses
is received. Assessments shall be of sufficient magnitude
to insure an adequacy and availability of cash to meet
all budgeted expenses in any calendar year as such expenses
are incurred in accordance with the cash basis method
of accounting. The Association shall employ a method
of accounting which shall conform to generally accepted
accounting standards and principles.
(c) The depository of the Association shall be such
bank or banks as shall be designated from time to time
by the Board and 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.
(d) No Board shall be required to anticipate revenue
from Assessments or expend funds to pay for Association
Expenses not included in the Budget or which shall exceed
budgeted items, and no Board shall be required to engage
in deficit spending. Should there exist any deficiency
which results from there being greater Association Expenses
than income from Assessments, then such deficits shall
be carried into the next succeeding year's Budget as
a deficiency or shall be the subject of a special Assessment
to be levied by the Board.
7.3(a) Should the Budget adopted by the Board at the
Budget Meeting require Assessments against all the Membership
of an amount which is less than 115% of such Assessments
for the prior year, the Budget shall be deemed approved
by all Members. If, however, the Assessments required
to meet the Budget exceed 115% of such Assessments for
the Membership for the preceding year (the "Excess
Assessment"), then the provisions of Subsection
7.3(b) hereof shall be applicable. There shall be excluded
in the computation of the Excess Assessment certain
expenses (the "Excluded Expenses") as follows:
(i) Expenses of the Association which are not anticipated
to be incurred on a regular or annual basis; and
(ii) Assessments for betterments to the Association
Property.
(b) Should the Excess Assessment be adopted by the
Board then upon written application requesting a special
meeting signed by ten percent (10%) or more of the Members
and delivered to the Board within twenty (20) days after
the Budget Meeting, the Board shall call a special meeting
to be held upon not less than ten (10) days written
notice to the Members, but within thirty (30) days of
the delivery of such application to the Board. At said
special meeting, the Members may consider and enact
a revision of the Budget. The enactment of a revision
of the Budget shall require approval of not less than
two- thirds (2/3) of the Members. If a revised Budget
is enacted at said special meeting, then the revised
Budget shall be the final Budget, or if a revised Budget
is not enacted at the special meeting, then the Budget
originally adopted by the Board shall be the final Budget.
If no written application is delivered as provided herein,
then the Budget originally adopted by the Board shall
be the final Budget.
7.4 Allocation of Association Expenses and Determination
of Annual Assessment.
(a) The Budget constitutes an estimate of the expenses
of the Association. The Board shall allocate a portion
of the Budget to each lot and the result shall constitute
the Annual Assessment for such lot. Expenses of the
Association which are applicable to more than one lot
(such as administrative expenses) shall be allocated
by the Board amongst the several lots to which such
is applicable by multiplying such expenses by a fraction,
the numerator of which is the number of lots to which
such expense is being allocated and the denominator
of which is the total number of lots in The Ridge to
which such expenses are applicable.
(b) Notwithstanding the allocation to each lot of its
Annual Assessment, a Member shall also be liable for
any Special
Assessments levied by the Board against his lot as provided
in the
Declaration. The Association shall collect Annual and
Special
Assessments from a Member in the manner set forth in
the Declaration.
Section 8. Rules and Regulations.
8.1 The Board may adopt reasonable rules and regulations
or amend or rescind existing rules and regulations governing
the use and operation of the common elements, common
areas, and recreation areas serving the Association,
providing such rules and regulations are not inconsistent
with the Declaration.
8.2 Notice of the proposed adoption, amendment, modification,
or rescission must be posted in a conspicuous place
on the Association property, and a copy must be sent
to each Member at least thirty (30) days before the
proposed rule, regulation, amendment, modification or
rescission becomes effective. In the case of an emergency,
a proposed rule shall be effective immediately upon
posting and delivery. Any mailing to a Member shall
be sent to the last known address as shown on the books
and records of the Association.
8.3 The Board may not unreasonably restrict any Member's
right to peaceably assemble or the right to invite public
officers or candidates to appear and speak in the common
elements, common areas, and recreation areas.
8.4 Any rule or regulation created and imposed by the
Board must be reasonably related to the promotion of
health, happiness, and peace of mind of the Members
and uniformly applied and enforced.
Section 9. Parliamentary
Rules.
The then latest edition of Robert's Rules of Order
shall govern the conduct of meetings of the Association
when not in conflict with the Articles, these By-Laws,
or the Declaration. In the event of such a conflict,
the provisions of the Declaration shall govern.
Section 10. Amendments of
the By-Laws.
10.1 These By-Laws may be amended by the affirmative
vote of not less than a majority of the Members present
at an Annual Members' Meeting or special meeting of
the Membership and the affirmative approval of a majority
of the Board at a regular or special meeting of the
Board. A copy of the proposed amendment shall be sent
to each Member along with notice of the Annual Members'
Meeting or special meeting. An amendment may be approved
at the same meeting of the Board and/or Membership at
which such amendment is proposed.
10.2 No By-Law shall be revised or amended by reference
to its title or number only. Proposals to amend existing
By-Laws shall contain the full text of the By-Laws to
be amended; new words shall be inserted in the text
underlined, and words to be deleted shall be lined through
with hyphens. However, if the proposed change is so
extensive that this procedure would hinder, rather than
assist, the understanding of the proposed amendment,
it is not necessary to use underlining and hyphens as
indicators of words added or deleted, but instead a
notation must be inserted immediately preceding the
proposed amendment in substantially the following language:
"Substantial rewording of By-Law. See By-Law _____
for present text." Nonmaterial errors or omissions
in the By-Law amendment process shall not invalidate
an otherwise properly promulgated amendment.
10.3 An amendment may be proposed by either the Board
or by the Membership, and after being proposed and approved
by one of such bodies, must be approved by the other
as set forth above in order to become enacted as an
amendment.
10.4 No modification or amendment to these By-Laws
shall be adopted which would affect or impair the priority
of any Mortgagee, the validity of the mortgage held
by such Mortgagee, or any of the rights of the Developer.
Section 11. Arbitration.
Internal disputes arising from the operation of the
Association among Owners, the Board, or their agents
and assigns may be resolved by voluntary binding arbitration.
Any party to such an arbitration may seek enforcement
of the final decision of the arbitrator in a court of
competent jurisdiction.
SARATOGA BAY
HOMEOWNERS ASSOCIATION, INC.
By: _________________________
Attest: _____________________
(SEAL)
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