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ARTICLE I. IDENTITY
The following By- Laws shall govern the operation of the Condominium created by the Declaration of Condominium to which these By-
Laws are attached. The Association whose name appears at the end of this instrument is a Florida Corporation not for profit, organized
and existing under the laws of the State of Florida for the purpose of administering the Condominium created by the Declaration of
Condominium to which these By- Laws are attached.
Section 1. The Office of the Association shall be at the Condominium property, or at such other place as may be subsequently
designated by the Board of Directors of the Association.
Section 2. The Seal of the Corporation shall bear the name of the Corporation, the word, "Florida", the words, "Corporation not for
profit", and the year of incorporation.
Section 3. As used herein, the word, "Corporation", shall be the equivalent of "Association", as defined in the Declaration of
Condominium to which these By-Laws are attached. All other words, as used herein, shall have the same definitions as attributed to
them in the Declaration of Condominium to which these By-Laws are attached.
ARTICLE II. MEMBERSHIP AND VOTING PROVISIONS
Section 1. Membership in the Association shall be limited to owners of the Condominium units in Condominium(s) wherein this
Corporation has been designated the Association to operate and administer said Condominium by virtue of the Declaration of
Condominium of said Condominium. Transfer of unit ownership, either voluntary or by operation of law, shall terminate membership in
the Association, and said membership is to become vested in the transferee. If unit ownership is vested in more than one person, then
all of the persons so owning said unit shall be members eligible to hold office, attend meetings, etc., but, as hereinafter indicated, the
vote of a unit shall, be cast by the "voting member". If unit ownership is vested in a Corporation, said Corporation may designate an
individual officer or employee of the Corporation as its "voting member".
Any application for the transfer of membership, or for a conveyance of an interest in, or to encumber or lease a Condominium parcel,
where the approval of the Board of Directors of the Association and of the Management Firm, as long as the Management Agreement
remains in effect, is required as set forth in these By-Laws and the Declaration of Condominium to which they are attached, shall be
accompanied by an application fee in an amount to be set by the Management Firm, as long as the Management Agreement remains
in effect, and thereafter, by the Board of Directors of the Association, to cover the cost of contacting the references given by the
applicant, and such other costs of investigation that may be incurred.
Section 2. Voting.
(a) The owner(s) of each Condominium unit shall be entitled to the number of votes equal to the total of the percentage of ownership in
the common elements applicable to his unit ownership, as set forth in the Condominium's Declaration of Condominium. If a
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Condominium unit owner owns more than one (1) unit, he shall be entitled to vote for each unit owned. The vote of a Condominium unit
shall not be divisible.
(b) A majority of the members' total votes shall decide any question, unless the Declaration of Condominium, By-Laws, Articles of
Incorporation of the Association or Management Agreement provide otherwise, in which event the voting percentage required in the said
Declaration of Condominium, By-Laws, Articles of Incorporation or Management Agreement shall control.
Section 3. Quorum. Unless otherwise provided in these By-Laws, the presence in person or by proxy of a majority of the members'
total votes shall constitute a quorum.
Section 4. Proxies. Votes may be cast in person or by proxy. All proxies shall be in writing and signed by the person entitled to vote
(as set forth below in Section 5.), and shall be filed with the Secretary not less than three (3) days prior to the meeting in which they
are to be used, and shall be valid only for the particular meeting designated therein. Where a unit is owned jointly by a husband and
wife, and if they have not designated one of them as a voting member, a proxy must be signed by both husband and wife where a third
person is designated.
Section 5. Designation of Voting Member. If a Condominium unit is owned by one person, his right to vote shall be established by the
recorded title to the unit. If a Condominium unit is owned by more than one (1) person, the person entitled to cast the vote for the unit
shall be designated in a Certificate, signed by all of the recorded owners of the unit and filed with the Secretary of the Association. If a
Condominium unit is owned by a Corporation, the officer or employee thereof entitled to cast the vote of the unit for the Corporation
shall be designated in a Certificate for this purpose, signed by the President or Vice-President, attested to by the Secretary or
Assistant Secretary of the Corporation, and filed with the Secretary of the Association. The person designated in such Certificate who
is entitled to cast the vote for a unit shall be known as the "voting member". If such a Certificate is not on file with the Secretary of the
Association, for a unit owned by more than one person or by a Corporation, the vote of the unit concerned shall not be considered in
determining the requirement for a quorum, or for any purpose requiring the approval of a person entitled to cast the vote for the unit,
except if said unit is owned by a husband and wife. Such Certificates shall be valid until revoked or until superseded by a subsequent
Certificate, or until a change in the ownership of the unit concerned. If a Condominium unit is owned jointly by a husband and wife, the
following three provisions are applicable thereto:-
(a) They may, but they shall not be required to, designate a voting member.
(b) If they do not designate a voting member, and if both are present at a meeting and are unable to concur in their decision upon any
subject requiring a vote, they shall lose their right to vote on that subject at that meeting. (As previously provided, the vote of a unit is
not divisible.)
(c) Where they do not designate a voting member, and only one is present at a meeting, the person present may cast the unit vote,
just as though he or she owned the unit individually, and without establishing the concurrence of the absent person.
ARTICLE III- MEETING OF THE MEMBERSHIP.
Section 1. Place. All meetings of the Association membership shall be held at the Condominium(s) property, or at such other place
and at such time as shall be designated by the Board of Directors of the Association and stated in the Notice of the meeting.
Section 2. Notices. It shall be the duty of the Secretary to mail or deliver a Notice of each annual or special meeting, stating the time
and place thereof, to each unit owner of record, at least
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ten (10) but not more than thirty (30) days prior to such meeting. Notice of any special meeting shall state the purpose thereof. All
Notices shall be mailed to or served at the address of the unit owner as it appears on the books of the Association.
Section 3. Annual Meeting. The annual meeting shall be held at 3:00 P.M. . Eastern Standard Time, on the first Wednesday in
December of each year for the purpose of electing Directors and transacting any other business authorized to be transacted by the
members, provided, however, that if that day is a legal holiday, the meeting shall be held at the same hour on the next secular day
following. At the annual meeting, the members shall elect by plurality vote - (cumulative voting prohibited), a Board of Directors, and
shall transact such other business as may properly be brought before the meeting.
Section 4. Special Meeting. Special meetings of the members for any purpose or purposes, unless otherwise prescribed by statute,
may be called by the President, and shall be called by the President or Secretary at the request, in writing, of a majority of the Board
of Directors, or at the request, in writing, of voting members representing twenty-five percent (25%) of the members total votes, which
request shall state the purpose or purposes of the proposed meeting. Business transacted at all special meetings shall be confined to
the objects stated in the Notice thereof.
Section 5. Waiver and Consent. Whenever the vote of members at a meeting is required or permitted by any provision of these By-
Laws to be taken in connection with any action of the Association, the meeting and vote of members may be dispensed with if not less
than three-fourths (3/4ths) of the members who would have been entitled to vote upon the action if such meeting were held, shall
consent in writing to such action being taken; however, Notice of such action shall be given to all members, unless all members
approve such action.
Section 6. Adjourned Meeting. If any meeting of members cannot be organized because a quorum of voting members is not present,
either in person or by proxy, the meeting may be adjourned from time to time until a quorum is present.
Section 7. Proviso. Provided, however, that until the first Wednesday in December of 1976 or until the Developer elects to terminate its
control of the Condominium, whichever shall first occur, there shall be no meeting of the members of the Association unless a meeting
is called by the Board of Directors of the Association, and should a meeting be called, the proceedings shall have no effect unless
approved by the Board of Directors of the Association.
Section 8. Approval or Disapproval of a unit owner upon any matter, whether or not the subject of an Association meeting, shall be by
the voting members provided, however, that where a unit is owned jointly by a husband and wife, and they have not designated one of
them as a voting member, their joint approval or disapproval shall be required where they are both present, or in the event only one is
present, the person present may cast the vote without establishing the concurrence of the absent person.
Section 9. The Management Firm, as long as the Management Agreement remains in effect, shall be entitled to Notice of all
Association meetings, and shall be entitled to attend the Association's meetings, and it may designate such person(s) as it desires to
attend such meetings on its behalf.
ARTICLE IV DIRECTORS
Section 1. Number, Term and Qualifications. The affairs of the Association shall be governed by a Board of Directors composed of not
less than three (3) nor more than twenty-one (21) persons as is determined from time to time by the members. All Directors shall be
members of the Association provided, however, that until one of the events in Article III., Section 7 of these By-Laws first occurs, all
Directors shall be designated by the Developer and need not be members. All Officers of a Corporate unit owner shall be deemed to
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be members of the Association so as to qualify as a Director herein. The term of each Director's service shall extend until the next
annual meeting of the members, and thereafter, until his successor is duly elected and qualified, or until he is removed in the manner
provided in Section 3 below.
Section 2. First Board of Directors.
(a) The first Board of Directors of the Association, who shall hold office and serve until the first annual meeting of members and until
their successors have been elected and qualified, shall consist of the following:
Howard J. Brafman
Robert J. Lunny
James Howell
(b) The organizational meeting of a newly elected Board of Directors of the Association shall be held within ten (10) days of their
election, at such place and time as shall be fixed by the Directors at the meeting at which they were elected, and no further notice of
the organizational meeting shall be necessary, provided a quorum shall be present.
Section 3. Removal of Directors. At any time after the first annual meeting of the membership, at any duly convened regular or special
meeting, any one or more of the Directors may be removed with or without cause, by the affirmative vote of the voting members, casting
not less than two- thirds (2/3rds) of the total votes present at said meeting, and a successor may then and there be elected to fill the
vacancy thus created. Should the membership fail to elect said successor, the Board of Directors may fill the vacancy in the manner
provided in Section 4 below.
Section 4. Vacancies on Directorate. If the office of any Director or Directors becomes vacant by reason of death, resignation,
retirement, disqualification, removal from office or otherwise, a majority of the remaining Directors, though less than a quorum, shall
choose a successor or successors, who shall hold office for the balance of the unexpired term in respect to which such vacancy
occurred. The election held for the purpose of filling said vacancy may be held at any regular or special meeting of the Board of
Directors.
Section 5. Disqualification and Resignation of Directors.
Any Director may resign at any time by sending a written notice of such resignation to the office of the Corporation, delivered to the
Secretary. Unless otherwise specified therein, such resignation shall take effect upon receipt thereof by the Secretary. Commencing
with the organizational meeting of a newly elected Board of Directors following the first annual meeting of the members of the
Association, more than three (3) consecutive absences from regular meetings of the Board of Directors, unless excused by resolution
of the Board of Directors, shall automatically constitute a resignation effective when such resignation is accepted by the Board of
Directors. Commencing with the Directors elected at such first annual meeting of the membership, the transfer of title of his unit by a
Director shall automatically constitute a resignation, effective when such resignation is accepted by the Board of Directors. No member
shall continue to serve on the Board should he be more than thirty (30) days delinquent in the payment of an assessment and said
delinquency shall automatically constitute a resignation, effective when such resignation is accepted by the Board of Directors.
Section 6. Regular Meetings. The Board of Directors may establish a schedule of regular meetings to be held at such time and place
as the Board of Directors may designate. Notice of such regular meetings shall, nevertheless, be given to each Director personally or
by mail, telephone or telegraph at least five (5) days prior to the day named for such meeting.
Section 7. Special Meeting, Special meetings of the Board of Directors may be called by the President, and in his absence, by
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the Vice-President, or by a majority of the members of the Board of Directors, by giving five (5) days notice, in writing, to all members
of the Board of Directors of the time and place of said meeting, All notices of special meetings shall state the purpose of the meeting.
Section 8. Directors Waiver of Notice. Before or at any meeting of the Board of Directors, any Director may waive notice of such
meeting and such waiver shall be deemed equivalent to the giving of notice. Attendance by a Director at any meeting of the Board shall
be a waiver of notice by him of the time and place thereof. If all, the Directors are present at any meeting of the Board, no notice shall
be required and any business may be transacted at such meeting.
Section 9. Quorum. At all meetings of the Board of Directors, a majority of the Directors shall constitute a quorum for the transaction of
business, and the acts of the majority of the Directors present at such meetings at which a quorum is present, shall be the acts of the
Board of Directors. If, at any meeting of the Board of Directors, there be less than a quorum present, the majority of those present may
adjourn the meeting from time to time. At each such adjourned meeting, any business which might have been transacted at the
meeting, as originally called, may be transacted without further notice. The joinder of a Director in the action of a meeting by signing
and concurring in the Minutes thereof, shall constitute the presence of such Director for the purpose of determining a quorum.
Section 10. Compensation. The Directors fees, if any, shall be determined by the Voting Members.
Section 11. Provided, however, that until the first Wednesday in December of 1976 , or until the Developer elects to terminate its
control of the Condominium, whichever shall first occur, all Directors shall be designated by the Developer and need not be owners of
units in the Condominium and may not be removed by members of the Association, as elsewhere provided herein and where a vacancy
occurs for any reason whatsoever, the vacancy shall be filled by the person designated by the Developer.
Section 12. The Management Firm, as long as the Management Agreement remains in effect, shall be entitled to notice of all Directors
meetings and shall be entitled to attend the Directors meetings and it may designate such person(s) as it desires to attend such
meetings on its behalf.
Section 13. Powers and Duties. The Board of Directors of the Association shall have the powers and duties necessary for the
administration of the affairs of the Association and may do all such acts and things as are not by law or by the Declaration(s) of
Condominium, this Association's Articles of Incorporation, or these By-Laws, directed to be exercised and done by unit owners.
These powers shall specifically include, but shall not be limited to the following:-
(a) To exercise all powers specifically set forth in the Declaration(s) of Condominium, this Association's Articles of Incorporation, in
these By-Laws, and in the Condominium Act, and all powers incidental thereto.
(b) To make assessments, collect said assessments, and use and expend the assessments to carry out the purposes and powers of
the Association, subject to the provisions of the Management Agreement attached to the Declaration of Condominium to which these
By-Laws are attached.
(c) To employ, dismiss and control the personnel necessary for the maintenance and operation of the project, and of the common
areas and facilities, including the right and power to employ attorneys, accountants, contractors, and other professionals, as the need
arises, subject to the delegation of the foregoing powers to the Management Firm, under the provisions of the Management Agreement
attached to the Declaration of Condominium to which these By-Laws are attached.
(d) To make and amend regulations respecting the operation
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and use of the common elements and Condominium property and facilities, and the vise and maintenance of the Condominium units
therein. The foregoing is subject to the delegation of the said foregoing powers to the Management Firm, under the provisions of the
Management Agreement attached to the Declaration of Condominium to which these By-Laws are attached.
(e) To contract for the management of the Condominium and to delegate to such contractor all of the powers and duties of the
Association, except those which may be required by the Declaration(s) of Condominium to have approval of the Board of Directors or
membership of the Association. To contract for the management or operation of portions of the common elements or facilities
susceptible to the separate management or operation thereof, and to lease or concession such portions. The foregoing powers have
been delegated to the Management Firm, under the provisions of the applicable Management Agreement.
(f) The further improvement of the Condominium property, both real and personal, and the right to purchase realty and items of furniture,
furnishings, fixtures and equipment for the foregoing, and the right to acquire and enter into agreements pursuant to F.S 711.121 Et
Seq., and as amended, subject to the provisions of the applicable Declaration of Condominium, this Association's Articles of
Incorporation, these By-Laws and the provisions of the applicable Management Agreement.
(g) Designate one or more committees which, to the extent provided, in the resolution designating said committee, shall have the
powers of the Board of Directors in the management and affairs and business of the Association. Such committee shall consist of at
least three (3) members of the Association. The committee or committees shall have such name or names as may be determined from
time to time by the Board of Directors, and said committee(s) shall keep regular Minutes of their proceedings and report the same to
the Board of Directors, as required. The foregoing powers shall be exercised by the Board of Directors or its contractor or employees,
subject only to approval by unit owners when such is specifically required
ARTICLE V. OFFICERS.
Section 1. Elective Officers. The principal officers of the Association shall be a President, a Vice-President, a Secretary and Treasurer,
all of whom shall be elected by the Board of Directors.
One person may not hold more than one of the aforementioned offices, except one person may be both Secretary and Treasurer. The
President and Vice-President shall be members of the Board of Directors. Notwithstanding the foregoing, the restriction as to one
person holding only one of the aforementioned offices or the President and Vice- President being members of the Board of Directors
shall not apply until the time provided in Article III, Section 7, as determined by the Developer.
Section 2. Election. The Officers of the Association designated in Section 1 above shall be elected annually by the Board of Directors
at the organizational meeting of each new Board following the meeting of the members.
Section 3. Appointive Officers. The Board may appoint Assistant Secretaries and Assistant Treasurers and such other Officers as the
Board of Directors deems necessary.
Section 4. Term. The Officers of the Association shall hold until their successors are chosen and qualify in their stead. Any officer
elected or appointed by the Board of Directors may be removed at any time, with or without cause, by the Board of Directors, provided
however, that no officer shall be removed except by the affirmative vote for removal by a majority of the whole Board of Directors, (e. g.,
if the Board of Directors is composed of five persons, then three of said Directors must vote for removal). If the office of any officer
becomes vacant for any reason, the vacancy shall be filled by the Board of Directors.
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Section 5. The President. He shall be the chief executive officer of the Association; he shall preside at all meetings of the unit owners
and of the Board of Directors. He shall have executive powers and general, supervision over the affairs of the Association and other
officers. He shall sign all written contracts to perform all of the duties incident to his office and which may be, delegated to him from
time to time by the Board of Directors.
Section 6. The Vice President. He shall perform all of the duties of the President in his absence, and such other duties as may be
required of him from time to time by the Board of Directors of the Association.
Section 7. The Secretary. He shall issue notices of all Board of Directors Meetings and all meetings of the unit owners, he shall attend
and keep the Minutes of same; he shall have charge of all the Association's books, records and papers, except those kept by the
Treasurer. The Assistant Secretary shall perform the duties of the Secretary when the Secretary is absent.
Section 8. The Treasurer.
(a) He shall have custody of the Association's funds and securities, except the funds payable to the management Firm, as provided in
the Management Agreement attached to the Declaration of Condominium to which these By-Laws are attached, and shall keep full and
accurate accounts of receipts and disbursements in books belonging to the Association, and shall deposit all monies and other
valuable effects in the name pt and to the credit of the Association, in such depositories as may be designated from time to time by
the Board of Directors. The books shall reflect an account for each unit in the manner required by Section 11 (7) (B) of the
Condominium Act.
(b) He shall disburse the funds of the Association as may be ordered by the Board of Directors in accordance with these By-Laws,
making proper vouchers for such disbursements, and shall render to the President and Board of Directors at the regular meetings of the
Board of Directors, or whenever they may require it, an account of all his transactions as the Treasurer and of the financial condition of
the Association.
(c) He shall collect the assessments and shall promptly report the status of collections and of all delinquencies to the Board of
Directors.
(d) He shall give status reports to potential transferees on which reports the transferees may rely.
(e) The Assistant Treasurer shall perform the duties of the Treasurer when the Treasurer is absent.
( f ) The duties of the Treasurer may be fulfilled by the Management Firm employed by the Association, and the Management Firm, as
provided in the Management Agreement attached to the Declaration of Condominium to which these By-Laws are attached, shall fulfill
the duties of the Treasurer, as specified in said Management Agreement, and shall have custody of such books of the Association as it
determines in its sole discretion, and the foregoing shall include any books required to be kept by the Secretary of the Association.
ARTICLE VI. FINANCES AND ASSESSMENTS.
Section 1. Depositories. The funds of the Association shall be deposited in such banks and depositories as may be determined by the
Board of Directors from time to time upon resolutions approved by the Board of Directors and shall be withdrawn only upon checks and
demands for money signed by such officer or officers of the Association as may be designated by the Board of Directors. Obligations
of the Association shall be signed by at least two officers of the Association; provided, however, that the provisions of the Management
Agreement between the Association and the Management Firm relative to the subject matter in this Section shall supersede the
provisions hereof.
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Section 2. Fidelity Bonds. The Treasurer and all officers who are authorized to sign checks, and all officers and employees of the
Association, and any contractor handling or responsible for Association funds shall be bonded in such amount as may be determined
by the Board of Directors. The premiums on such Bonds shall be paid by the Association. The Bond shall be in an amount sufficient
to equal the monies an individual handles or has control of via a signatory or a bank account or other depository account; however,
notwithstanding the foregoing, the Management Firm, under the terms of the Management Agreement, as to funds in its possession
and/or control, shall determine in its sole discretion, the amount of and who is to be bonded, if any, among its employees.
Section 3. Fiscal Year. The fiscal year for the Association shall begin on the first day of January of each year provided, however, that
the Board of Directors is expressly authorized to change to a different fiscal year in accordance with the provisions and regulations
from time to time prescribed by the Internal Revenue Code of the United States of America, at such time as the Board of Directors
deems it advisable; provided, however, that the Management Firm, as long as the Management Agreement remains in effect, shall be
authorized to set the fiscal year, as determined in its sole discretion.
Section 4. Determination of Assessments.
(a) The Board of Directors of the Association shall fix and determine from time to time, the sum or sum necessary and adequate: for
the common expenses of the Condominium. Common expenses shall include expenses for the operation, maintenance, repair or
replacement of the common elements and the limited common elements, costs of carrying out the powers and duties of the
association, all insurance premiums and expenses relating thereto, including fire insurance and extended coverage, and any other
expenses designated as common expenses from time to time by the Board of Directors for the Association. The Board of Directors
specifically empowered, on behalf of the Association, to make and collect assessments and to lease, maintain, repair and replace the
common elements and limited common elements of the Condominium. Funds, for the payment of common expenses shall be
assessed against the unit owners in the proportions or percentages of sharing common expenses, as provided in the Declaration.
Said assessments shall be payable monthly in advance, and shall be due on the first day of each month in advance, unless otherwise
ordered by the Board of Directors. Special assessments, should such be required by the Board of Directors, shall be levied in the
same manner as hereinbefore provided for regular assessments, and shall be payable in the manner determined by the Board of
Directors. The foregoing powers and duties of the Association have been delegated to the Management Firm, as provided in the
Management Agreement attached to the Declaration of Condominium to which these By-Laws are attached. All funds due under these
By-Laws and the Management Agreement which are attached to the Declaration of Condominium to which these By-Laws are
attached, and said Declaration of Condominium, are common expenses of this Condominium.
(b) When the Board of Directors has determined the amount of any assessment, the Treasurer of the Association shall, mail or present
to each unit owner a statement of said unit owners assessment. All assessments shall be payable to the Treasurer of the Association
and, upon request, said Treasurer shall give a receipt for each payment made to him.
(c) The provisions of the Management Agreement attached to the Declaration of Condominium to which these By-Laws are attached
shall supersede the provisions relative thereto in this Section and as to all Sections in Article VI of these By-Laws. The Board of
Directors has delegated the power and duty of making and collecting assessments to the Management Firm, as long as the
Management Agreement remains in effect, and provided in the Management Agreement except the Board of Directors retains the
authority to make assessments as to acquisition of units, as provided in Article IX of these By-Laws, and pursuant to Article XVIII. K. of
the Declaration of Condominium to which these By-Laws are attached, subject to the written approval of such parties as are specified
therein.
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(d) The Management Firm, as long as the Management Agreement remains in effect, and thereafter, the Board of Directors, shall adopt
an operating budget for each fiscal year.
Section 5 . Application of Payments and Co-Mingling of Funds.
All sums collected by the Association from assessments may be commingled in a single fund or divided into more than one fund as
determined by the Management Firm, as the Management Agreement remain in effect, and thereafter, by the Board of Directors of the
Association. All assessment payments by a unit owner shall be applied as to interest, delinquencies, costs and attorney's fees, other
charges, expenses and advances, as provided herein and in the Declaration of Condominium, and general or special assessments in
such manner and amounts as the Management Firm, as long as the Management Agreement remains in effect, determines in its sole
discretion, and thereafter, as the Board of Directors determines in its sole discretion. The Management Firm may co-mingle the
Association's funds with the funds of others for whom it is acting as Manager.
Section 6. Acceleration of Assessment Installments Upon Default.
If a unit owner shall be in default in the payment of an installment upon any assessment, the Management Firm or the Board of
Directors may accelerate the remaining monthly installments for the fiscal year upon notice thereof to the unit owner and, thereupon,
the unpaid balance of the assessment shall become due upon the date stated in the Notice, but not less than fifteen (15) days after
delivery of or the mailing of such notice to the unit owner.
Section 7. During the term of the Management Agreement, the Management Firm shall render to the Association a statement for each
calendar year no later than April 1st next thereafter. The Management Firm shall perform a continual internal audit of the Association's
financial records for the purpose of verifying the same, but no independent or external audit shall be required of it. During the term of the
Management Agreement, the Association may conduct an external audit by an independent auditor acceptable to the Management
Firm at such reasonable time as the Management Firm shall agree to, provided however, said request for inspection is not made more
than once in any calendar year and provided that the cost and expense of same is borne by the Association. Upon the termination of
the Management Agreement, an audit of the accounts of the Association shall be made annually. Said audit shall be prepared by such
Accountant as the Board of Directors determines, and a copy of said Report shall be available to the members of the Association in
the Office of said Association, and with the Treasurer of the Association. Such Report shall be available not later than three (3) months
after the end of the year for which the Report is made. The provisions of a Management Agreement applicable thereto shall supersede
the foregoing. The consent of the Management Firm as to an independent auditor who may be employed to conduct an external audit,
as hereinabove set forth in this Section, shall not be unreasonably withheld.
ARTICLE VII. ADDITIONS OR ALTERATIONS
There shall be no additions or alterations to the common elements or limited common elements of the Condominium(s) which this
Association operates and maintains except as specifically provided for in said Condominium's Declaration of Condominium. The
Management Firm shall have the right to make assessments for additions or alterations to the common elements of said Condominium
without the approval of the Board of Directors of this Association and the members of this Association, provided said assessment
therefor does not exceed the mount specified in the Declaration of Condominium to which these By-Laws are attached, and further
provided that said assessment is in accordance with these By-Laws and said Declaration of Condominium.
ARTICLE VIII. COMPLIANCE AND DEFAULT.
Section 1. Violations. In the event of a violation (other than the non-payment of an assessment) by the unit owner in any of the
provisions of the Declaration of Condominium, of these By-Laws, or of the applicable portions of the Condominium Act, the
Association, by direction of its Board of Directors, may notify the unit owner by
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written notice of said breach, transmitted by mail, and if such violation shall continue for a period of thirty (30) days from date of the
notice, the Association, through its Board of Directors, shall have the right to treat such violation as an intentional and inexcusable and
material breach of the Declaration, of the By-Laws, or of the pertinent provisions of the Condominium Act, and the Association may
then, at its option, have the following elections:-
(a) An action at law; to recover for its damage, on behalf of the Association or on behalf of the other unit owners.
(b) An action in equity to enforce performance on the part of the unit owner; or
(c) An action in equity for such equitable relief as may be necessary under the circumstances, including injunctive relief. Upon a finding
by the Court that the violation complained of is willful and deliberate, the unit owner so violating shall reimburse the Association for
reasonable attorney's fees incurred by it in bringing such action. Failure on the part of the Association to maintain such action at law or
in equity within thirty (30) days from date of a written request, signed by a unit owner, sent to the Board of Directors, shall authorize
any unit owner to bring an action in equity or suit at law on account of the violation, in the manner provided for in the Condominium Act.
Any violations which are deemed by the Board of Directors to be a hazard to public health may be corrected immediately as an
emergency matter by the Association and the cost thereof shall be charged to the unit owner as a specific item, which shall be a lien
against said unit with the same force and effect as if the charge were a part of the common expenses.
Section 2. Negligence or Carelessness of Unit Owner, etc.
All unit owners shall be liable for the expense of any maintenance, repair or replacement rendered necessary by his act, neglect or
carelessness, or by that of any member of his family, or his or their guests, employees, agents or lessees, but only to the extent that
such expense is not met by the proceeds of insurance carried by the Association. Such liability shall include any increase in
insurance rates occasioned by use, misuse, occupancy or abandonment of any unit or its appurtenances. Nothing herein contained,
however, shall be construed so as to modify any waiver by insurance company of rights of subrogation. The expense for any
maintenance, repair or replacement required, as provided in this Section, shall be charged to said unit owner as a specific item which
shall be a lien against said unit with the same force and effect as if the charge were a part of the common expenses.
Section 3. Costs and Attorney's Fees. In any proceeding arising because of an alleged default by a unit owner, the prevailing party
shall be entitled to recover the costs of the proceeding and such reasonable attorney's fees as may be determined by the Court.
Section 4. No Waiver of Rights. The failure of the Association or of a unit owner to enforce any right, provision, covenant or condition
which may be granted by the Condominium documents shall not constitute a waiver of the right of the Association or unit owner to
enforce such right, provision, covenant or condition of the future.
Section 5. Election of Remedies. All rights, remedies and privileges granted to the Association or unit owner, pursuant to any terms,
provisions, covenants or conditions of the Condominium documents, shall be deemed to be cumulative and the exercise of any one or
more shall not be deemed to constitute an election of remedies, nor shall it preclude the party thus exercising the same from
exercising such other and additional right, remedies or privileges as may be granted to such other party by Condominium documents,
or at law or in equity.
Section 6. The Management Firm, as long as the Management Agreement remains in effect, shall act on behalf of the Board of
Directors of the Association and on its own behalf with the same power and
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authority granted to the Board of Directors of the Association as to all matters provided under this Article VIII, Sections 1 through 5
inclusive, and said Sections 1 through 6 inclusive of this Article VIII. shall be interpreted as including within the context of such
Sections, violations of the Management Agreement attached to the Declaration of Condominium to which these By-Laws are attached.
The Management Firm may act upon its own determination or upon the determination and direction of the Board of Directors of the
Association as to Section 1 hereinabove. Should the Management Firm fail to act, as directed by the Board of Directors as to Section
1 above, the Board of Directors may act on their own behalf; however, due to the diverse types of situations that may arise between
unit owners stemming out of the alleged violations, the Management Firm shall not be liable or responsible to the Association, its
Board of Directors or the unit owners, for its failure to act as directed by the Board of Directors, as to Section 1 hereinabove.
ARTICLE IX. ACQUISITION OF UNITS.
Section 1. Voluntary Sale or Transfer. Upon receipt of a unit owner's written notice of intention to sell or lease, as described in Article
XI. of the Declaration of Condominium to which these By-Laws are attached, the Board of Directors shall have full power and authority
to consent to the transaction, as specified in said Notice, or object to same for good cause, or to designate a person other than the
Association as designee, pursuant to the provisions of said Article XI., without having to obtain the consent of the membership thereto.
The Board of Directors shall have the further right to designate the Association as being "willing to purchase, lease or rent", upon the
proposed terms, upon adoption of a resolution by the Board of Directors recommending such purchase or leasing to the membership,
but notwithstanding the adoption of such resolution and such designation by the Board of Directors, the Association shall not be bound
and shall not so purchase or lease, except upon the authorization and approval of the affirmative vote of voting members casting not
less than sixty percent (60%) of the total votes of the members present at any regular or special meeting of the members wherein said
matter is voted upon. The provisions of Article XI of the Declaration of Condominium to which these By-Laws are attached and the
provisions of the Management Agreement attached to the aforesaid Declaration of Condominium shall supersede the provisions herein
relative thereto.
Section 2. Acquisition on Foreclosure. At any foreclosure sale of a unit, the Board of Directors may, with the authorization and approval
by the affirmative vote of voting members casting not less than sixty percent (60%) of the total votes of the members present at any
regular or special meeting of the members wherein said matter is voted upon, acquire in the name of the Association, or its designee, a
Condominium parcel being foreclosed. The term "foreclosure", as used in this Section, shall mean and include any foreclosure of any
lien, excluding the Association's lien for assessments. The power of the Board of Directors to acquire a Condominium parcel at any
foreclosure sale shall never be interpreted as any requirement or obligation on the part of the said Board of Directors or of the
Association to do so at any foreclosure sale, the provisions hereof being permissive in nature and for the purpose of setting forth the
power in the Board of Directors to do so should the requisite approval of the voting members be obtained. The Board of Directors shall
not be required to obtain the approval of unit owners at the foreclosure sale of a unit, due to the foreclosure of the Association's lien for
assessments under the provisions of Article X of the Declaration of Condominium to which these By-Laws are attached notwithstanding
the sum the Board of Directors determines to bid at such foreclosure sale.
ARTICLE X. AMENDMENTS TO THE BY-LAWS.
The By-Laws may be altered, amended or added to at any duly called meeting of the unit owners, provided:-
(1) Notice of the meeting shall contain a statement of the proposed Amendment.
(2) If the Amendment has received the unanimous approval
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of the full Board of Directors, then it shall be approved upon the affirmative vote of the voting members casting a majority of the total
votes of the members of the Association.
(3) If the Amendment has not been approved by the unanimous vote of the Board of Directors, then the Amendment shall be approved
by the affirmative vote of the voting members casting not less than three-fourths - (3/4ths) of the total votes of the members of the
Association; and,
(4) Said Amendment shall be recorded and certified as required by the Condominium Act.
(5) Notwithstanding the foregoing, these By-Laws may only be amended with the written approval when required of the parties specified
in Article VIII of the Declaration of Condominium to which these By- Laws are attached.
ARTICLE XI. NOTICES.
Whatever notices are required to be sent hereunder shall be delivered or sent in accordance with the applicable provisions for notices
as set forth in the Declaration(s) of Condominium to which these By-Laws are attached.
ARTICLE XII. INDEMNIFICATIONS.
The Association shall indemnify every Director and every Officer, his heirs, executors and administrators, against all loss, cost and
expense reasonably incurred by him in connection with any action, suit or proceeding to which he may be made a party by reason of
his being or having been a Director or Officer of the Association, including reasonable counsel fees to be approved by the Association,
except as to matters wherein he shall be finally adjudged in such action, suit or proceeding, to be liable for or guilty of gross
negligence or willful misconduct. The foregoing rights shall be in addition to and not exclusive of all other rights to which such Director
or Officer may be entitled.
ARTICLE XIII. LIABILITY SURVIVES TERMINATION OF MEMBERSHIP.
The termination of membership in the Condominium shall not relieve or release any such former owner or member from any liability or
obligations incurred under or in any way connected with the Condominium during the period of such ownership and membership, or
impair any rights or remedies which the Association may have against such former owner and member arising out of or in any way
connected with such ownership and membership, and the covenants and obligations incident thereto.
ARTICLE XIV. LIMITATION OF LIABILITY.
Notwithstanding the duty of the Management Firm and the Association to maintain and repair parts of the Condominium property, the
Management Firm and Association shall not be liable for injury or damage caused by a latent condition in the property, nor for injury or
damage caused by the elements or by other owners or persons.
ARTICLE XV. PARLIAMENTARY RULES.
Roberts Rules of Orders (latest edition) shall govern the conduct of the Association's meetings when not in conflict with the
Condominium Act, the Declaration of Condominium, or these By-Laws.
ARTICLE XVI. LIENS.
Section 1. Protection of Property. All liens against a Condominium unit other than for permitted mortgages, taxes or special
assessments, shall be satisfied or otherwise removed within thirty (30) days of the date the lien attaches. All taxes and special
assessments upon a Condominium unit shall be paid before becoming delinquent, as provided in these Condominium documents or by
law, whichever is sooner.
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Section 2. Notice of Lien. A unit owner shall give notice to the Management Firm, as long as the Management Agreement remains in
effect, and the Association of every lien upon his unit, other than for permitted mortgages, taxes and special assessments within five
(5) days after the attaching of the lien.
Section 3. Notice of Suit. Unit owners shall give notice to the Management Firm and the Association of every suit or other proceeding
which will or may affect title to his unit or any part of the property, such notice to be given within five (5) days after the unit owner
receives notice thereof.
Section 4. Failure to comply with this Article concerning liens will not affect the validity of any judicial sale.
Section 5. Permitted Mortgage Register. The Association may maintain a register of all permitted mortgages and at the request of a
mortgagee, the Association shall forward copies of all notices for unpaid assessments or violations served upon a unit owner to said
mortgagee. The Management Firm, as long as the Management Agreement remains in effect, shall not be required to maintain a
register, as provided herein. If a register is maintained, the Management Firm, as long as the Management Agreement remains in
effect, and thereafter, the Board of Directors of the Association may make such charge as it deems appropriate against the applicable
unit for supplying the information provided herein.
ARTICLE XVII. RULES AND REGULATIONS.
Section 1. The Management Firm, as long as the Management Agreement remains in effect, and thereafter, the Board of Directors
may, from time to time, adopt or amend previously adopted administrative Rules and Regulations governing the details of the operation,
use, maintenance, management and control of the common elements of the Condominium, including the recreation areas and facilities
and any facilities or services made available to the unit owners. A copy of the Rules and Regulations adopted from time to time, as
herein provided, shall from time to time be posted in a conspicuous place.
Section 2. As to Condominium Units. The Management Firm, as long as the Management Agreement remains in effect, and thereafter,
the Board of Directors, may from time to time adopt or amend previously adopted Rules and Regulations governing and restricting the
use and maintenance of the Condominium unit(s) provided, however, that copies of such Rules and Regulations, prior to the time the
same become effective, shall be posted in a conspicuous place on the Condominium's property and/or copies of same shall be
furnished to each unit owner.
Section 3. Conflict. In the event of any conflict between the Rules and Regulations adopted, or from time to time amended, and the
Condominium documents, or the Condominium Act, the latter shall prevail. If any unreconciled conflict should exist or hereafter arise
with respect to the interpretation of these By-Laws and the Management Agreement, the provisions of the Management Agreement
shall prevail, and if between these By-Laws and the Declaration(s) of Condominium, the provisions of said Declaration shall prevail.
APPROVED AND DECLARED as the By-Laws of the Association named below.
DATED this 10th day of August, 1973.
HEATHER WALK CONDOMINIUM, INC.
By:____________________________________ (SEAL)
Howard J. Brafman, President
Attest:_________________________________ (SEAL) ASSOCIATION
James Howell, Secretary
8414 pg 756
ARTICLE I. IDENTITY
The following By- Laws shall govern the operation of the Condominium created by the Declaration of Condominium to which these By-
Laws are attached. The Association whose name appears at the end of this instrument is a Florida Corporation not for profit, organized
and existing under the laws of the State of Florida for the purpose of administering the Condominium created by the Declaration of
Condominium to which these By- Laws are attached.
Section 1. The Office of the Association shall be at the Condominium property, or at such other place as may be subsequently
designated by the Board of Directors of the Association.
Section 2. The Seal of the Corporation shall bear the name of the Corporation, the word, "Florida", the words, "Corporation not for
profit", and the year of incorporation.
Section 3. As used herein, the word, "Corporation", shall be the equivalent of "Association", as defined in the Declaration of
Condominium to which these By-Laws are attached. All other words, as used herein, shall have the same definitions as attributed to
them in the Declaration of Condominium to which these By-Laws are attached.
ARTICLE II. MEMBERSHIP AND VOTING PROVISIONS
Section 1. Membership in the Association shall be limited to owners of the Condominium units in Condominium(s) wherein this
Corporation has been designated the Association to operate and administer said Condominium by virtue of the Declaration of
Condominium of said Condominium. Transfer of unit ownership, either voluntary or by operation of law, shall terminate membership in
the Association, and said membership is to become vested in the transferee. If unit ownership is vested in more than one person, then
all of the persons so owning said unit shall be members eligible to hold office, attend meetings, etc., but, as hereinafter indicated, the
vote of a unit shall, be cast by the "voting member". If unit ownership is vested in a Corporation, said Corporation may designate an
individual officer or employee of the Corporation as its "voting member".
Any application for the transfer of membership, or for a conveyance of an interest in, or to encumber or lease a Condominium parcel,
where the approval of the Board of Directors of the Association and of the Management Firm, as long as the Management Agreement
remains in effect, is required as set forth in these By-Laws and the Declaration of Condominium to which they are attached, shall be
accompanied by an application fee in an amount to be set by the Management Firm, as long as the Management Agreement remains
in effect, and thereafter, by the Board of Directors of the Association, to cover the cost of contacting the references given by the
applicant, and such other costs of investigation that may be incurred.
Section 2. Voting.
(a) The owner(s) of each Condominium unit shall be entitled to the number of votes equal to the total of the percentage of ownership in
the common elements applicable to his unit ownership, as set forth in the Condominium's Declaration of Condominium. If a
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Condominium unit owner owns more than one (1) unit, he shall be entitled to vote for each unit owned. The vote of a Condominium unit
shall not be divisible.
(b) A majority of the members' total votes shall decide any question, unless the Declaration of Condominium, By-Laws, Articles of
Incorporation of the Association or Management Agreement provide otherwise, in which event the voting percentage required in the said
Declaration of Condominium, By-Laws, Articles of Incorporation or Management Agreement shall control.
Section 3. Quorum. Unless otherwise provided in these By-Laws, the presence in person or by proxy of a majority of the members'
total votes shall constitute a quorum.
Section 4. Proxies. Votes may be cast in person or by proxy. All proxies shall be in writing and signed by the person entitled to vote
(as set forth below in Section 5.), and shall be filed with the Secretary not less than three (3) days prior to the meeting in which they
are to be used, and shall be valid only for the particular meeting designated therein. Where a unit is owned jointly by a husband and
wife, and if they have not designated one of them as a voting member, a proxy must be signed by both husband and wife where a third
person is designated.
Section 5. Designation of Voting Member. If a Condominium unit is owned by one person, his right to vote shall be established by the
recorded title to the unit. If a Condominium unit is owned by more than one (1) person, the person entitled to cast the vote for the unit
shall be designated in a Certificate, signed by all of the recorded owners of the unit and filed with the Secretary of the Association. If a
Condominium unit is owned by a Corporation, the officer or employee thereof entitled to cast the vote of the unit for the Corporation
shall be designated in a Certificate for this purpose, signed by the President or Vice-President, attested to by the Secretary or
Assistant Secretary of the Corporation, and filed with the Secretary of the Association. The person designated in such Certificate who
is entitled to cast the vote for a unit shall be known as the "voting member". If such a Certificate is not on file with the Secretary of the
Association, for a unit owned by more than one person or by a Corporation, the vote of the unit concerned shall not be considered in
determining the requirement for a quorum, or for any purpose requiring the approval of a person entitled to cast the vote for the unit,
except if said unit is owned by a husband and wife. Such Certificates shall be valid until revoked or until superseded by a subsequent
Certificate, or until a change in the ownership of the unit concerned. If a Condominium unit is owned jointly by a husband and wife, the
following three provisions are applicable thereto:-
(a) They may, but they shall not be required to, designate a voting member.
(b) If they do not designate a voting member, and if both are present at a meeting and are unable to concur in their decision upon any
subject requiring a vote, they shall lose their right to vote on that subject at that meeting. (As previously provided, the vote of a unit is
not divisible.)
(c) Where they do not designate a voting member, and only one is present at a meeting, the person present may cast the unit vote,
just as though he or she owned the unit individually, and without establishing the concurrence of the absent person.
ARTICLE III- MEETING OF THE MEMBERSHIP.
Section 1. Place. All meetings of the Association membership shall be held at the Condominium(s) property, or at such other place
and at such time as shall be designated by the Board of Directors of the Association and stated in the Notice of the meeting.
Section 2. Notices. It shall be the duty of the Secretary to mail or deliver a Notice of each annual or special meeting, stating the time
and place thereof, to each unit owner of record, at least
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ten (10) but not more than thirty (30) days prior to such meeting. Notice of any special meeting shall state the purpose thereof. All
Notices shall be mailed to or served at the address of the unit owner as it appears on the books of the Association.
Section 3. Annual Meeting. The annual meeting shall be held at 3:00 P.M. . Eastern Standard Time, on the first Wednesday in
December of each year for the purpose of electing Directors and transacting any other business authorized to be transacted by the
members, provided, however, that if that day is a legal holiday, the meeting shall be held at the same hour on the next secular day
following. At the annual meeting, the members shall elect by plurality vote - (cumulative voting prohibited), a Board of Directors, and
shall transact such other business as may properly be brought before the meeting.
Section 4. Special Meeting. Special meetings of the members for any purpose or purposes, unless otherwise prescribed by statute,
may be called by the President, and shall be called by the President or Secretary at the request, in writing, of a majority of the Board
of Directors, or at the request, in writing, of voting members representing twenty-five percent (25%) of the members total votes, which
request shall state the purpose or purposes of the proposed meeting. Business transacted at all special meetings shall be confined to
the objects stated in the Notice thereof.
Section 5. Waiver and Consent. Whenever the vote of members at a meeting is required or permitted by any provision of these By-
Laws to be taken in connection with any action of the Association, the meeting and vote of members may be dispensed with if not less
than three-fourths (3/4ths) of the members who would have been entitled to vote upon the action if such meeting were held, shall
consent in writing to such action being taken; however, Notice of such action shall be given to all members, unless all members
approve such action.
Section 6. Adjourned Meeting. If any meeting of members cannot be organized because a quorum of voting members is not present,
either in person or by proxy, the meeting may be adjourned from time to time until a quorum is present.
Section 7. Proviso. Provided, however, that until the first Wednesday in December of 1976 or until the Developer elects to terminate its
control of the Condominium, whichever shall first occur, there shall be no meeting of the members of the Association unless a meeting
is called by the Board of Directors of the Association, and should a meeting be called, the proceedings shall have no effect unless
approved by the Board of Directors of the Association.
Section 8. Approval or Disapproval of a unit owner upon any matter, whether or not the subject of an Association meeting, shall be by
the voting members provided, however, that where a unit is owned jointly by a husband and wife, and they have not designated one of
them as a voting member, their joint approval or disapproval shall be required where they are both present, or in the event only one is
present, the person present may cast the vote without establishing the concurrence of the absent person.
Section 9. The Management Firm, as long as the Management Agreement remains in effect, shall be entitled to Notice of all
Association meetings, and shall be entitled to attend the Association's meetings, and it may designate such person(s) as it desires to
attend such meetings on its behalf.
ARTICLE IV DIRECTORS
Section 1. Number, Term and Qualifications. The affairs of the Association shall be governed by a Board of Directors composed of not
less than three (3) nor more than twenty-one (21) persons as is determined from time to time by the members. All Directors shall be
members of the Association provided, however, that until one of the events in Article III., Section 7 of these By-Laws first occurs, all
Directors shall be designated by the Developer and need not be members. All Officers of a Corporate unit owner shall be deemed to
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be members of the Association so as to qualify as a Director herein. The term of each Director's service shall extend until the next
annual meeting of the members, and thereafter, until his successor is duly elected and qualified, or until he is removed in the manner
provided in Section 3 below.
Section 2. First Board of Directors.
(a) The first Board of Directors of the Association, who shall hold office and serve until the first annual meeting of members and until
their successors have been elected and qualified, shall consist of the following:
Howard J. Brafman
Robert J. Lunny
James Howell
(b) The organizational meeting of a newly elected Board of Directors of the Association shall be held within ten (10) days of their
election, at such place and time as shall be fixed by the Directors at the meeting at which they were elected, and no further notice of
the organizational meeting shall be necessary, provided a quorum shall be present.
Section 3. Removal of Directors. At any time after the first annual meeting of the membership, at any duly convened regular or special
meeting, any one or more of the Directors may be removed with or without cause, by the affirmative vote of the voting members, casting
not less than two- thirds (2/3rds) of the total votes present at said meeting, and a successor may then and there be elected to fill the
vacancy thus created. Should the membership fail to elect said successor, the Board of Directors may fill the vacancy in the manner
provided in Section 4 below.
Section 4. Vacancies on Directorate. If the office of any Director or Directors becomes vacant by reason of death, resignation,
retirement, disqualification, removal from office or otherwise, a majority of the remaining Directors, though less than a quorum, shall
choose a successor or successors, who shall hold office for the balance of the unexpired term in respect to which such vacancy
occurred. The election held for the purpose of filling said vacancy may be held at any regular or special meeting of the Board of
Directors.
Section 5. Disqualification and Resignation of Directors.
Any Director may resign at any time by sending a written notice of such resignation to the office of the Corporation, delivered to the
Secretary. Unless otherwise specified therein, such resignation shall take effect upon receipt thereof by the Secretary. Commencing
with the organizational meeting of a newly elected Board of Directors following the first annual meeting of the members of the
Association, more than three (3) consecutive absences from regular meetings of the Board of Directors, unless excused by resolution
of the Board of Directors, shall automatically constitute a resignation effective when such resignation is accepted by the Board of
Directors. Commencing with the Directors elected at such first annual meeting of the membership, the transfer of title of his unit by a
Director shall automatically constitute a resignation, effective when such resignation is accepted by the Board of Directors. No member
shall continue to serve on the Board should he be more than thirty (30) days delinquent in the payment of an assessment and said
delinquency shall automatically constitute a resignation, effective when such resignation is accepted by the Board of Directors.
Section 6. Regular Meetings. The Board of Directors may establish a schedule of regular meetings to be held at such time and place
as the Board of Directors may designate. Notice of such regular meetings shall, nevertheless, be given to each Director personally or
by mail, telephone or telegraph at least five (5) days prior to the day named for such meeting.
Section 7. Special Meeting, Special meetings of the Board of Directors may be called by the President, and in his absence, by
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the Vice-President, or by a majority of the members of the Board of Directors, by giving five (5) days notice, in writing, to all members
of the Board of Directors of the time and place of said meeting, All notices of special meetings shall state the purpose of the meeting.
Section 8. Directors Waiver of Notice. Before or at any meeting of the Board of Directors, any Director may waive notice of such
meeting and such waiver shall be deemed equivalent to the giving of notice. Attendance by a Director at any meeting of the Board shall
be a waiver of notice by him of the time and place thereof. If all, the Directors are present at any meeting of the Board, no notice shall
be required and any business may be transacted at such meeting.
Section 9. Quorum. At all meetings of the Board of Directors, a majority of the Directors shall constitute a quorum for the transaction of
business, and the acts of the majority of the Directors present at such meetings at which a quorum is present, shall be the acts of the
Board of Directors. If, at any meeting of the Board of Directors, there be less than a quorum present, the majority of those present may
adjourn the meeting from time to time. At each such adjourned meeting, any business which might have been transacted at the
meeting, as originally called, may be transacted without further notice. The joinder of a Director in the action of a meeting by signing
and concurring in the Minutes thereof, shall constitute the presence of such Director for the purpose of determining a quorum.
Section 10. Compensation. The Directors fees, if any, shall be determined by the Voting Members.
Section 11. Provided, however, that until the first Wednesday in December of 1976 , or until the Developer elects to terminate its
control of the Condominium, whichever shall first occur, all Directors shall be designated by the Developer and need not be owners of
units in the Condominium and may not be removed by members of the Association, as elsewhere provided herein and where a vacancy
occurs for any reason whatsoever, the vacancy shall be filled by the person designated by the Developer.
Section 12. The Management Firm, as long as the Management Agreement remains in effect, shall be entitled to notice of all Directors
meetings and shall be entitled to attend the Directors meetings and it may designate such person(s) as it desires to attend such
meetings on its behalf.
Section 13. Powers and Duties. The Board of Directors of the Association shall have the powers and duties necessary for the
administration of the affairs of the Association and may do all such acts and things as are not by law or by the Declaration(s) of
Condominium, this Association's Articles of Incorporation, or these By-Laws, directed to be exercised and done by unit owners.
These powers shall specifically include, but shall not be limited to the following:-
(a) To exercise all powers specifically set forth in the Declaration(s) of Condominium, this Association's Articles of Incorporation, in
these By-Laws, and in the Condominium Act, and all powers incidental thereto.
(b) To make assessments, collect said assessments, and use and expend the assessments to carry out the purposes and powers of
the Association, subject to the provisions of the Management Agreement attached to the Declaration of Condominium to which these
By-Laws are attached.
(c) To employ, dismiss and control the personnel necessary for the maintenance and operation of the project, and of the common
areas and facilities, including the right and power to employ attorneys, accountants, contractors, and other professionals, as the need
arises, subject to the delegation of the foregoing powers to the Management Firm, under the provisions of the Management Agreement
attached to the Declaration of Condominium to which these By-Laws are attached.
(d) To make and amend regulations respecting the operation
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and use of the common elements and Condominium property and facilities, and the vise and maintenance of the Condominium units
therein. The foregoing is subject to the delegation of the said foregoing powers to the Management Firm, under the provisions of the
Management Agreement attached to the Declaration of Condominium to which these By-Laws are attached.
(e) To contract for the management of the Condominium and to delegate to such contractor all of the powers and duties of the
Association, except those which may be required by the Declaration(s) of Condominium to have approval of the Board of Directors or
membership of the Association. To contract for the management or operation of portions of the common elements or facilities
susceptible to the separate management or operation thereof, and to lease or concession such portions. The foregoing powers have
been delegated to the Management Firm, under the provisions of the applicable Management Agreement.
(f) The further improvement of the Condominium property, both real and personal, and the right to purchase realty and items of furniture,
furnishings, fixtures and equipment for the foregoing, and the right to acquire and enter into agreements pursuant to F.S 711.121 Et
Seq., and as amended, subject to the provisions of the applicable Declaration of Condominium, this Association's Articles of
Incorporation, these By-Laws and the provisions of the applicable Management Agreement.
(g) Designate one or more committees which, to the extent provided, in the resolution designating said committee, shall have the
powers of the Board of Directors in the management and affairs and business of the Association. Such committee shall consist of at
least three (3) members of the Association. The committee or committees shall have such name or names as may be determined from
time to time by the Board of Directors, and said committee(s) shall keep regular Minutes of their proceedings and report the same to
the Board of Directors, as required. The foregoing powers shall be exercised by the Board of Directors or its contractor or employees,
subject only to approval by unit owners when such is specifically required
ARTICLE V. OFFICERS.
Section 1. Elective Officers. The principal officers of the Association shall be a President, a Vice-President, a Secretary and Treasurer,
all of whom shall be elected by the Board of Directors.
One person may not hold more than one of the aforementioned offices, except one person may be both Secretary and Treasurer. The
President and Vice-President shall be members of the Board of Directors. Notwithstanding the foregoing, the restriction as to one
person holding only one of the aforementioned offices or the President and Vice- President being members of the Board of Directors
shall not apply until the time provided in Article III, Section 7, as determined by the Developer.
Section 2. Election. The Officers of the Association designated in Section 1 above shall be elected annually by the Board of Directors
at the organizational meeting of each new Board following the meeting of the members.
Section 3. Appointive Officers. The Board may appoint Assistant Secretaries and Assistant Treasurers and such other Officers as the
Board of Directors deems necessary.
Section 4. Term. The Officers of the Association shall hold until their successors are chosen and qualify in their stead. Any officer
elected or appointed by the Board of Directors may be removed at any time, with or without cause, by the Board of Directors, provided
however, that no officer shall be removed except by the affirmative vote for removal by a majority of the whole Board of Directors, (e. g.,
if the Board of Directors is composed of five persons, then three of said Directors must vote for removal). If the office of any officer
becomes vacant for any reason, the vacancy shall be filled by the Board of Directors.
B-7 ↓
8414 pg 762 ↓
Section 5. The President. He shall be the chief executive officer of the Association; he shall preside at all meetings of the unit owners
and of the Board of Directors. He shall have executive powers and general, supervision over the affairs of the Association and other
officers. He shall sign all written contracts to perform all of the duties incident to his office and which may be, delegated to him from
time to time by the Board of Directors.
Section 6. The Vice President. He shall perform all of the duties of the President in his absence, and such other duties as may be
required of him from time to time by the Board of Directors of the Association.
Section 7. The Secretary. He shall issue notices of all Board of Directors Meetings and all meetings of the unit owners, he shall attend
and keep the Minutes of same; he shall have charge of all the Association's books, records and papers, except those kept by the
Treasurer. The Assistant Secretary shall perform the duties of the Secretary when the Secretary is absent.
Section 8. The Treasurer.
(a) He shall have custody of the Association's funds and securities, except the funds payable to the management Firm, as provided in
the Management Agreement attached to the Declaration of Condominium to which these By-Laws are attached, and shall keep full and
accurate accounts of receipts and disbursements in books belonging to the Association, and shall deposit all monies and other
valuable effects in the name pt and to the credit of the Association, in such depositories as may be designated from time to time by
the Board of Directors. The books shall reflect an account for each unit in the manner required by Section 11 (7) (B) of the
Condominium Act.
(b) He shall disburse the funds of the Association as may be ordered by the Board of Directors in accordance with these By-Laws,
making proper vouchers for such disbursements, and shall render to the President and Board of Directors at the regular meetings of the
Board of Directors, or whenever they may require it, an account of all his transactions as the Treasurer and of the financial condition of
the Association.
(c) He shall collect the assessments and shall promptly report the status of collections and of all delinquencies to the Board of
Directors.
(d) He shall give status reports to potential transferees on which reports the transferees may rely.
(e) The Assistant Treasurer shall perform the duties of the Treasurer when the Treasurer is absent.
( f ) The duties of the Treasurer may be fulfilled by the Management Firm employed by the Association, and the Management Firm, as
provided in the Management Agreement attached to the Declaration of Condominium to which these By-Laws are attached, shall fulfill
the duties of the Treasurer, as specified in said Management Agreement, and shall have custody of such books of the Association as it
determines in its sole discretion, and the foregoing shall include any books required to be kept by the Secretary of the Association.
ARTICLE VI. FINANCES AND ASSESSMENTS.
Section 1. Depositories. The funds of the Association shall be deposited in such banks and depositories as may be determined by the
Board of Directors from time to time upon resolutions approved by the Board of Directors and shall be withdrawn only upon checks and
demands for money signed by such officer or officers of the Association as may be designated by the Board of Directors. Obligations
of the Association shall be signed by at least two officers of the Association; provided, however, that the provisions of the Management
Agreement between the Association and the Management Firm relative to the subject matter in this Section shall supersede the
provisions hereof.
B-8 ↓
8414 pg 763 ↓
Section 2. Fidelity Bonds. The Treasurer and all officers who are authorized to sign checks, and all officers and employees of the
Association, and any contractor handling or responsible for Association funds shall be bonded in such amount as may be determined
by the Board of Directors. The premiums on such Bonds shall be paid by the Association. The Bond shall be in an amount sufficient
to equal the monies an individual handles or has control of via a signatory or a bank account or other depository account; however,
notwithstanding the foregoing, the Management Firm, under the terms of the Management Agreement, as to funds in its possession
and/or control, shall determine in its sole discretion, the amount of and who is to be bonded, if any, among its employees.
Section 3. Fiscal Year. The fiscal year for the Association shall begin on the first day of January of each year provided, however, that
the Board of Directors is expressly authorized to change to a different fiscal year in accordance with the provisions and regulations
from time to time prescribed by the Internal Revenue Code of the United States of America, at such time as the Board of Directors
deems it advisable; provided, however, that the Management Firm, as long as the Management Agreement remains in effect, shall be
authorized to set the fiscal year, as determined in its sole discretion.
Section 4. Determination of Assessments.
(a) The Board of Directors of the Association shall fix and determine from time to time, the sum or sum necessary and adequate: for
the common expenses of the Condominium. Common expenses shall include expenses for the operation, maintenance, repair or
replacement of the common elements and the limited common elements, costs of carrying out the powers and duties of the
association, all insurance premiums and expenses relating thereto, including fire insurance and extended coverage, and any other
expenses designated as common expenses from time to time by the Board of Directors for the Association. The Board of Directors
specifically empowered, on behalf of the Association, to make and collect assessments and to lease, maintain, repair and replace the
common elements and limited common elements of the Condominium. Funds, for the payment of common expenses shall be
assessed against the unit owners in the proportions or percentages of sharing common expenses, as provided in the Declaration.
Said assessments shall be payable monthly in advance, and shall be due on the first day of each month in advance, unless otherwise
ordered by the Board of Directors. Special assessments, should such be required by the Board of Directors, shall be levied in the
same manner as hereinbefore provided for regular assessments, and shall be payable in the manner determined by the Board of
Directors. The foregoing powers and duties of the Association have been delegated to the Management Firm, as provided in the
Management Agreement attached to the Declaration of Condominium to which these By-Laws are attached. All funds due under these
By-Laws and the Management Agreement which are attached to the Declaration of Condominium to which these By-Laws are
attached, and said Declaration of Condominium, are common expenses of this Condominium.
(b) When the Board of Directors has determined the amount of any assessment, the Treasurer of the Association shall, mail or present
to each unit owner a statement of said unit owners assessment. All assessments shall be payable to the Treasurer of the Association
and, upon request, said Treasurer shall give a receipt for each payment made to him.
(c) The provisions of the Management Agreement attached to the Declaration of Condominium to which these By-Laws are attached
shall supersede the provisions relative thereto in this Section and as to all Sections in Article VI of these By-Laws. The Board of
Directors has delegated the power and duty of making and collecting assessments to the Management Firm, as long as the
Management Agreement remains in effect, and provided in the Management Agreement except the Board of Directors retains the
authority to make assessments as to acquisition of units, as provided in Article IX of these By-Laws, and pursuant to Article XVIII. K. of
the Declaration of Condominium to which these By-Laws are attached, subject to the written approval of such parties as are specified
therein.
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8414 pg 764 ↓
(d) The Management Firm, as long as the Management Agreement remains in effect, and thereafter, the Board of Directors, shall adopt
an operating budget for each fiscal year.
Section 5 . Application of Payments and Co-Mingling of Funds.
All sums collected by the Association from assessments may be commingled in a single fund or divided into more than one fund as
determined by the Management Firm, as the Management Agreement remain in effect, and thereafter, by the Board of Directors of the
Association. All assessment payments by a unit owner shall be applied as to interest, delinquencies, costs and attorney's fees, other
charges, expenses and advances, as provided herein and in the Declaration of Condominium, and general or special assessments in
such manner and amounts as the Management Firm, as long as the Management Agreement remains in effect, determines in its sole
discretion, and thereafter, as the Board of Directors determines in its sole discretion. The Management Firm may co-mingle the
Association's funds with the funds of others for whom it is acting as Manager.
Section 6. Acceleration of Assessment Installments Upon Default.
If a unit owner shall be in default in the payment of an installment upon any assessment, the Management Firm or the Board of
Directors may accelerate the remaining monthly installments for the fiscal year upon notice thereof to the unit owner and, thereupon,
the unpaid balance of the assessment shall become due upon the date stated in the Notice, but not less than fifteen (15) days after
delivery of or the mailing of such notice to the unit owner.
Section 7. During the term of the Management Agreement, the Management Firm shall render to the Association a statement for each
calendar year no later than April 1st next thereafter. The Management Firm shall perform a continual internal audit of the Association's
financial records for the purpose of verifying the same, but no independent or external audit shall be required of it. During the term of the
Management Agreement, the Association may conduct an external audit by an independent auditor acceptable to the Management
Firm at such reasonable time as the Management Firm shall agree to, provided however, said request for inspection is not made more
than once in any calendar year and provided that the cost and expense of same is borne by the Association. Upon the termination of
the Management Agreement, an audit of the accounts of the Association shall be made annually. Said audit shall be prepared by such
Accountant as the Board of Directors determines, and a copy of said Report shall be available to the members of the Association in
the Office of said Association, and with the Treasurer of the Association. Such Report shall be available not later than three (3) months
after the end of the year for which the Report is made. The provisions of a Management Agreement applicable thereto shall supersede
the foregoing. The consent of the Management Firm as to an independent auditor who may be employed to conduct an external audit,
as hereinabove set forth in this Section, shall not be unreasonably withheld.
ARTICLE VII. ADDITIONS OR ALTERATIONS
There shall be no additions or alterations to the common elements or limited common elements of the Condominium(s) which this
Association operates and maintains except as specifically provided for in said Condominium's Declaration of Condominium. The
Management Firm shall have the right to make assessments for additions or alterations to the common elements of said Condominium
without the approval of the Board of Directors of this Association and the members of this Association, provided said assessment
therefor does not exceed the mount specified in the Declaration of Condominium to which these By-Laws are attached, and further
provided that said assessment is in accordance with these By-Laws and said Declaration of Condominium.
ARTICLE VIII. COMPLIANCE AND DEFAULT.
Section 1. Violations. In the event of a violation (other than the non-payment of an assessment) by the unit owner in any of the
provisions of the Declaration of Condominium, of these By-Laws, or of the applicable portions of the Condominium Act, the
Association, by direction of its Board of Directors, may notify the unit owner by
B-10 ↓
8414 pg 765 ↓
written notice of said breach, transmitted by mail, and if such violation shall continue for a period of thirty (30) days from date of the
notice, the Association, through its Board of Directors, shall have the right to treat such violation as an intentional and inexcusable and
material breach of the Declaration, of the By-Laws, or of the pertinent provisions of the Condominium Act, and the Association may
then, at its option, have the following elections:-
(a) An action at law; to recover for its damage, on behalf of the Association or on behalf of the other unit owners.
(b) An action in equity to enforce performance on the part of the unit owner; or
(c) An action in equity for such equitable relief as may be necessary under the circumstances, including injunctive relief. Upon a finding
by the Court that the violation complained of is willful and deliberate, the unit owner so violating shall reimburse the Association for
reasonable attorney's fees incurred by it in bringing such action. Failure on the part of the Association to maintain such action at law or
in equity within thirty (30) days from date of a written request, signed by a unit owner, sent to the Board of Directors, shall authorize
any unit owner to bring an action in equity or suit at law on account of the violation, in the manner provided for in the Condominium Act.
Any violations which are deemed by the Board of Directors to be a hazard to public health may be corrected immediately as an
emergency matter by the Association and the cost thereof shall be charged to the unit owner as a specific item, which shall be a lien
against said unit with the same force and effect as if the charge were a part of the common expenses.
Section 2. Negligence or Carelessness of Unit Owner, etc.
All unit owners shall be liable for the expense of any maintenance, repair or replacement rendered necessary by his act, neglect or
carelessness, or by that of any member of his family, or his or their guests, employees, agents or lessees, but only to the extent that
such expense is not met by the proceeds of insurance carried by the Association. Such liability shall include any increase in
insurance rates occasioned by use, misuse, occupancy or abandonment of any unit or its appurtenances. Nothing herein contained,
however, shall be construed so as to modify any waiver by insurance company of rights of subrogation. The expense for any
maintenance, repair or replacement required, as provided in this Section, shall be charged to said unit owner as a specific item which
shall be a lien against said unit with the same force and effect as if the charge were a part of the common expenses.
Section 3. Costs and Attorney's Fees. In any proceeding arising because of an alleged default by a unit owner, the prevailing party
shall be entitled to recover the costs of the proceeding and such reasonable attorney's fees as may be determined by the Court.
Section 4. No Waiver of Rights. The failure of the Association or of a unit owner to enforce any right, provision, covenant or condition
which may be granted by the Condominium documents shall not constitute a waiver of the right of the Association or unit owner to
enforce such right, provision, covenant or condition of the future.
Section 5. Election of Remedies. All rights, remedies and privileges granted to the Association or unit owner, pursuant to any terms,
provisions, covenants or conditions of the Condominium documents, shall be deemed to be cumulative and the exercise of any one or
more shall not be deemed to constitute an election of remedies, nor shall it preclude the party thus exercising the same from
exercising such other and additional right, remedies or privileges as may be granted to such other party by Condominium documents,
or at law or in equity.
Section 6. The Management Firm, as long as the Management Agreement remains in effect, shall act on behalf of the Board of
Directors of the Association and on its own behalf with the same power and
B-11 ↓
8414 pg 766 ↓
authority granted to the Board of Directors of the Association as to all matters provided under this Article VIII, Sections 1 through 5
inclusive, and said Sections 1 through 6 inclusive of this Article VIII. shall be interpreted as including within the context of such
Sections, violations of the Management Agreement attached to the Declaration of Condominium to which these By-Laws are attached.
The Management Firm may act upon its own determination or upon the determination and direction of the Board of Directors of the
Association as to Section 1 hereinabove. Should the Management Firm fail to act, as directed by the Board of Directors as to Section
1 above, the Board of Directors may act on their own behalf; however, due to the diverse types of situations that may arise between
unit owners stemming out of the alleged violations, the Management Firm shall not be liable or responsible to the Association, its
Board of Directors or the unit owners, for its failure to act as directed by the Board of Directors, as to Section 1 hereinabove.
ARTICLE IX. ACQUISITION OF UNITS.
Section 1. Voluntary Sale or Transfer. Upon receipt of a unit owner's written notice of intention to sell or lease, as described in Article
XI. of the Declaration of Condominium to which these By-Laws are attached, the Board of Directors shall have full power and authority
to consent to the transaction, as specified in said Notice, or object to same for good cause, or to designate a person other than the
Association as designee, pursuant to the provisions of said Article XI., without having to obtain the consent of the membership thereto.
The Board of Directors shall have the further right to designate the Association as being "willing to purchase, lease or rent", upon the
proposed terms, upon adoption of a resolution by the Board of Directors recommending such purchase or leasing to the membership,
but notwithstanding the adoption of such resolution and such designation by the Board of Directors, the Association shall not be bound
and shall not so purchase or lease, except upon the authorization and approval of the affirmative vote of voting members casting not
less than sixty percent (60%) of the total votes of the members present at any regular or special meeting of the members wherein said
matter is voted upon. The provisions of Article XI of the Declaration of Condominium to which these By-Laws are attached and the
provisions of the Management Agreement attached to the aforesaid Declaration of Condominium shall supersede the provisions herein
relative thereto.
Section 2. Acquisition on Foreclosure. At any foreclosure sale of a unit, the Board of Directors may, with the authorization and approval
by the affirmative vote of voting members casting not less than sixty percent (60%) of the total votes of the members present at any
regular or special meeting of the members wherein said matter is voted upon, acquire in the name of the Association, or its designee, a
Condominium parcel being foreclosed. The term "foreclosure", as used in this Section, shall mean and include any foreclosure of any
lien, excluding the Association's lien for assessments. The power of the Board of Directors to acquire a Condominium parcel at any
foreclosure sale shall never be interpreted as any requirement or obligation on the part of the said Board of Directors or of the
Association to do so at any foreclosure sale, the provisions hereof being permissive in nature and for the purpose of setting forth the
power in the Board of Directors to do so should the requisite approval of the voting members be obtained. The Board of Directors shall
not be required to obtain the approval of unit owners at the foreclosure sale of a unit, due to the foreclosure of the Association's lien for
assessments under the provisions of Article X of the Declaration of Condominium to which these By-Laws are attached notwithstanding
the sum the Board of Directors determines to bid at such foreclosure sale.
ARTICLE X. AMENDMENTS TO THE BY-LAWS.
The By-Laws may be altered, amended or added to at any duly called meeting of the unit owners, provided:-
(1) Notice of the meeting shall contain a statement of the proposed Amendment.
(2) If the Amendment has received the unanimous approval
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8414 pg 767 ↓
of the full Board of Directors, then it shall be approved upon the affirmative vote of the voting members casting a majority of the total
votes of the members of the Association.
(3) If the Amendment has not been approved by the unanimous vote of the Board of Directors, then the Amendment shall be approved
by the affirmative vote of the voting members casting not less than three-fourths - (3/4ths) of the total votes of the members of the
Association; and,
(4) Said Amendment shall be recorded and certified as required by the Condominium Act.
(5) Notwithstanding the foregoing, these By-Laws may only be amended with the written approval when required of the parties specified
in Article VIII of the Declaration of Condominium to which these By- Laws are attached.
ARTICLE XI. NOTICES.
Whatever notices are required to be sent hereunder shall be delivered or sent in accordance with the applicable provisions for notices
as set forth in the Declaration(s) of Condominium to which these By-Laws are attached.
ARTICLE XII. INDEMNIFICATIONS.
The Association shall indemnify every Director and every Officer, his heirs, executors and administrators, against all loss, cost and
expense reasonably incurred by him in connection with any action, suit or proceeding to which he may be made a party by reason of
his being or having been a Director or Officer of the Association, including reasonable counsel fees to be approved by the Association,
except as to matters wherein he shall be finally adjudged in such action, suit or proceeding, to be liable for or guilty of gross
negligence or willful misconduct. The foregoing rights shall be in addition to and not exclusive of all other rights to which such Director
or Officer may be entitled.
ARTICLE XIII. LIABILITY SURVIVES TERMINATION OF MEMBERSHIP.
The termination of membership in the Condominium shall not relieve or release any such former owner or member from any liability or
obligations incurred under or in any way connected with the Condominium during the period of such ownership and membership, or
impair any rights or remedies which the Association may have against such former owner and member arising out of or in any way
connected with such ownership and membership, and the covenants and obligations incident thereto.
ARTICLE XIV. LIMITATION OF LIABILITY.
Notwithstanding the duty of the Management Firm and the Association to maintain and repair parts of the Condominium property, the
Management Firm and Association shall not be liable for injury or damage caused by a latent condition in the property, nor for injury or
damage caused by the elements or by other owners or persons.
ARTICLE XV. PARLIAMENTARY RULES.
Roberts Rules of Orders (latest edition) shall govern the conduct of the Association's meetings when not in conflict with the
Condominium Act, the Declaration of Condominium, or these By-Laws.
ARTICLE XVI. LIENS.
Section 1. Protection of Property. All liens against a Condominium unit other than for permitted mortgages, taxes or special
assessments, shall be satisfied or otherwise removed within thirty (30) days of the date the lien attaches. All taxes and special
assessments upon a Condominium unit shall be paid before becoming delinquent, as provided in these Condominium documents or by
law, whichever is sooner.
B-13 ↓
8414 pg 768 ↓
Section 2. Notice of Lien. A unit owner shall give notice to the Management Firm, as long as the Management Agreement remains in
effect, and the Association of every lien upon his unit, other than for permitted mortgages, taxes and special assessments within five
(5) days after the attaching of the lien.
Section 3. Notice of Suit. Unit owners shall give notice to the Management Firm and the Association of every suit or other proceeding
which will or may affect title to his unit or any part of the property, such notice to be given within five (5) days after the unit owner
receives notice thereof.
Section 4. Failure to comply with this Article concerning liens will not affect the validity of any judicial sale.
Section 5. Permitted Mortgage Register. The Association may maintain a register of all permitted mortgages and at the request of a
mortgagee, the Association shall forward copies of all notices for unpaid assessments or violations served upon a unit owner to said
mortgagee. The Management Firm, as long as the Management Agreement remains in effect, shall not be required to maintain a
register, as provided herein. If a register is maintained, the Management Firm, as long as the Management Agreement remains in
effect, and thereafter, the Board of Directors of the Association may make such charge as it deems appropriate against the applicable
unit for supplying the information provided herein.
ARTICLE XVII. RULES AND REGULATIONS.
Section 1. The Management Firm, as long as the Management Agreement remains in effect, and thereafter, the Board of Directors
may, from time to time, adopt or amend previously adopted administrative Rules and Regulations governing the details of the operation,
use, maintenance, management and control of the common elements of the Condominium, including the recreation areas and facilities
and any facilities or services made available to the unit owners. A copy of the Rules and Regulations adopted from time to time, as
herein provided, shall from time to time be posted in a conspicuous place.
Section 2. As to Condominium Units. The Management Firm, as long as the Management Agreement remains in effect, and thereafter,
the Board of Directors, may from time to time adopt or amend previously adopted Rules and Regulations governing and restricting the
use and maintenance of the Condominium unit(s) provided, however, that copies of such Rules and Regulations, prior to the time the
same become effective, shall be posted in a conspicuous place on the Condominium's property and/or copies of same shall be
furnished to each unit owner.
Section 3. Conflict. In the event of any conflict between the Rules and Regulations adopted, or from time to time amended, and the
Condominium documents, or the Condominium Act, the latter shall prevail. If any unreconciled conflict should exist or hereafter arise
with respect to the interpretation of these By-Laws and the Management Agreement, the provisions of the Management Agreement
shall prevail, and if between these By-Laws and the Declaration(s) of Condominium, the provisions of said Declaration shall prevail.
APPROVED AND DECLARED as the By-Laws of the Association named below.
DATED this 10th day of August, 1973.
HEATHER WALK CONDOMINIUM, INC.
By:____________________________________ (SEAL)
Howard J. Brafman, President
Attest:_________________________________ (SEAL) ASSOCIATION
James Howell, Secretary
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Heather Walk Condominium BY_LAWS
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Established 1973
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Heather Walk Condominium Incorporated