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This
is a copy of the Bylaws for Granada Villas Homeowners' Association, Inc.
Copies of the other records are available through the links above.
The
Orange County Record and page numbers are provided at each new page for
reference. Originals of these documents are available through Vista Community
Management or at the Orange County Admin. Building.
BYLAWS
0F GRANADA VILLAS HOMEOWNERS' ASSOCIATION, INC.
ARTICLE
I
NAME AND LOCATION
The
name of the corporation is GRANADA VILLAS HOMEOWNERS' ASSOCIATION, INC.
(hereinafter referred to as the "Association") . The principal office
of the Association shall be located at 1224 East Concord Street, Orlando,
Florida 32802, but meeting of members and directors may be held at such
places within the State of Florida, County of Orange, as may be designated
by the Board of Directors.
ARTICLE
II
DEFINITIONS
Section 1. "Association" shall mean and refer to GRANADA VILLAS
HOMEOWNERS' ASSOCIATION, INC., its successors and assigns.
Section 2. "Property" shall mean and refer to that certain real
property described in the Declaration of Covenants and Restrictions, and
such additions thereto as may hereafter be brought within the jurisdiction
of the Association.
Section 3. "Common Area" shall mean and refer to all property owned
by the Association for the common use and enjoyment of the Owners, as
further defined in the Declaration.
Section 4. "Lot" shall mean and refer to any plot of land shown
upon any recorded subdivision map of the Property with the exception of
any Common Area, street, roadway, driveway, parking area, or other area
dedicated to Orange County or to public use.
Section 5. "Owner" shall mean and refer to the record owner, whether
one or more persons or entities, of the fee simple title to any Lot or
Dwelling Unit which is a part of the Property, including contract sellers,
but excluding those having such interest merely as security for the performance
of an obligation.
Section 6. "Declarant" shall mean and refer to MARCENT FLORIDA,
INC., its successors and assigns.
Section 7. "Declaration" shall mean and refer to the Declaration
of Covenants and Restrictions for Granada Villas Orange County, Florida,
and Notice of Provisions of Granada Villas Homeowners' Association, Inc.,
recorded in Official Records Book 3518, Page 155, Public Records of Orange
County, Florida.
Section 8. "Member" shall mean and refer to those persons entitled
to membership as provided in the Declaration.
ARTICLE
III
MEETING OF MEMBERS
Section
1. Annual Meetings. The first annual meeting of the members shall
be held within one (1) year from the date of incorporation of the Association,
and each subsequent regular annual meeting of the members shall be held
on the same day of the same month of each year thereafter. If the day
for the annual meeting of the members is a legal holiday, the meeting
will be held at the same hour on the first day following which is not
a legal holiday.
Section 2. Special Meetings. Special meetings of the members may
be called at any time by the President or by the Board of Directors, or
upon written request of the members who are entitled to vote one fourth
(1/4) of all of the votes of the Class A * membership. (SEE AMENDMENT)
Section 3. Notice of Meetings. Written notice of each meeting of
the members shall be given by, or at the directions of, the secretary
or person authorized to call the meeting, by mailing a copy of such notice,
postage prepaid, at least fifteen (15) days before such meeting, to each
member entitled to vote thereat, addressed to the member's address last
appearing on the books of the Association, or supplied by such member
to the Association for the purpose of notice. Such notice shall specify
the place, day and hour of the meeting, and, in the case of a special
meeting, the purpose of the meeting.
Section 4. Quorum. The presence at the meeting of members entitled
to cast, or of proxies entitled to cast, one-third (1/3) of the votes
of each class * (SEE AMENDMENT) of membership shall constitute a quorum
for any action except as otherwise provided in the Articles of Incorporation,
the Declaration, or these Bylaws. If, however, such quorum shall not be
present or represented at any meeting, the members entitled to vote there
at shall have power to adjourn the meeting from time to time, subject
to the same notice requirement.
Section 5. Proxies. At all meetings of members, each member may
vote in person or by proxy. All proxies shall be in writing and filed
with the secretary. Every proxy shall be revocable and shall automatically
cease upon conveyance by the member of his Lot.
ARTICLE
IV
BOARD OF DIRECTORS: SELECTION; TERM OF OFFICE
Section 1. Number. The affairs of this Association shall be managed
by a Board of Three (3)* (SEE AMENDMENT) directors, who need not be members
of the Association.
Section 2. Term of Office. At the first annual meeting the members
shall elect three (3) directors for a term of one (1) year.* (SEE AMENDMENT)
Section 3. Removal. Any director may be removed from the Board,
with or without cause, by a majority vote of the members of the Association.
In the event of death, resignation or removal of a director, his successor
shall be selected by the remaining members of the Board and shall serve
for the unexpired term of his predecessor.
Section 4. Compensation. No director shall receive compensation
for any service he may render to the Association. However, any director
may be reimbursed for his actual expenses incurred in the performance
of his duties.
Section 5. Action Taken Without a Meeting. The directors shall
have the right to take any action in the absence of a meeting which they
could take at a meeting by obtaining the written approval of all the directors.
Any action so approved shall have the same effect as though taken at a
meeting of the directors.
ARTICLE
V
NOMINATION AND ELECTION OF DIRECTORS
Section 1. Nomination. Nomination for election to the Board of
Directors shall be made by a Nominating Committee. Nominations may also
be made from the floor at the annual meeting. The Nominating Committee
shall consist of a Chairman, who shall be a member of the Board of Directors,
and two (2) or more members of the Association. The Nominating Committee
shall be appointed by the Board of Directors prior to each annual meeting
of the members, to serve from the close of such annual meeting until the
close of the next annual meeting and such appointment shall be announced
at each annual meeting. The Nominating Committee shall make as many nominations
for election to the Board of Directors as it shall in its discretion determine,
but not less than the number of vacancies that are to be filled. Such
nominations maybe made from among members or nonmembers.
Section 2. Election. Election to the Board of Directors shall be
by secret written ballot. At such election the members of their proxies
may cast, in respect to each vacancy, as many votes as they are entitled
to exercise under the provisions of the Declaration. The persons receiving
the largest number of votes shall be elected. Cumulative voting is not
permitted.
ARTICLE
VI
MEETINGS OF DIRECTORS
Section
1. Regular Meetings. Regular meetings of the Board of Directors may
be held monthly without notice, at such place and hour as may be fixed
from time to time by resolution of the Board. Should said meeting fall
upon a legal holiday then that meeting shall be held at the same time
on the next day which is not a legal holiday.
Section 2. Special Meetings. Special meetings of the Board of Directors
shall beheld when called by the president of the Association, or by any
two (2) directors, after not less than three (3) days' notice to each
director.* (SEE AMENDMENT)
Section 3. Quorum. A majority of the number of directors shall
constitute a quorum for the transaction of business. Every act or decision
done or made by a majority of the directors present at a duly held meeting
at which a quorum is present shall be regarded as the act of the Board.
ARTICLE
VII
POWERS AND DUTIES OF THE BOARD OF DIRECTORS
Section
1. Powers. The Board of Directors shall have the power to:
(a) Adopt and publish rules and regulations governing the use
of the Common Area and facilities, and personal conduct of the members
and their guests thereon, and to establish penalties for the infraction
thereof;
(b) Suspend the voting rights and right to use of the recreational facilities
of a member during any period in which such member shall be in default
in the payment of any assessment levied by the Association. Such rights
may also be suspended after notice and hearing, for a period not to exceed
sixty (60) days for infraction of published rules and regulations;
(c) Exercise for the Association all powers, duties and authority vested
in or delegated to this Association and not reserved to the membership
by other provisions of these Bylaws, the Articles of Incorporation, or
the Declaration;
(d) Declare the office of a member of the Board of Directors to be vacant
in the event such member shall be absent from three (3) consecutive regular
meetings of the Board of Directors; and
(e) Employ a manager, an independent contractor, or such other employees
as they deem necessary, and to prescribe their duties.
Section
2. Duties. It shall be the duty of the Board of Directors to:
(a) Cause to be kept a complete record of all its acts and corporate
affairs and to present a statement thereof to the members at the annual
meeting of the members, or at any special meeting when such statement
is requested in writing by one-fourth (1/4) of the Class A* (SEE AMENDMENT)
members who are entitled to vote;
(b) Supervise all officers, agents and employees of this Association,
and to see that their duties are properly performed;
(c) As more fully provided in the Declaration, to:
(1) Fix the amount of the annual assessment against each Lot
at least thirty (30) days in advance of each annual assessment period;
(2) Send written notice of each assessment to every Owner subject thereto
at least thirty (30) days in advance of each annual assessment period;
and
(3) Foreclose the lien against any property for which assessments are
not: paid within thirty (30) days after due date or to bring an action
at law against the owner personally obligated to pay the same.
(d) Issue, or to cause an appropriate officer to issue, upon demand
by any person, a certificate setting forth whether or not any assessment
has been paid. A reasonable charge may be made by the Board for the
issuance of these certificates. If a certificate states an assessment
has been paid, such certificate shall be conclusive evidence of such
payment;
(e) Procure and maintain adequate liability and hazard insurance on
property owned by the Association;
(f) Cause all officers or employees having fiscal responsibilities to
be bonded, as it may deem appropriate;
(g) Cause the Common Area to be maintained.
ARTICLE VIII
OFFICERS AND THEIR DUTIES
Section 1. Enumeration of Officers. The officers of this Association
shall be a president and vice-president, who shall at all times be members
of the Board of Directors, a secretary, and a treasurer, and such other
officers as the Board may from time to time by resolution create.
Section 2. Election of Officers. The election of officers shall
take place at the first meeting of the Board of Directors following each
annual meeting of the members.
Section 3. Term. The officers of this Association shall be elected
annually by the Board and each shall hold office for one (1) year unless
he shall sooner resign, or shall be removed, or otherwise disqualified
to serve.
Section 4. Special Appointments. The Board may elect such other
officers as the affairs of the Association may require, each of whom shall
hold office for such period, have such authority, and perform such duties
as the Board may from time to time determine.
Section 5. Resignation and Removal. Any officer may be removed
from office with or without cause by the Board. Any officer may resign
at any time giving written notice to the Board, the president or the secretary.
Such resignation shall take effect on the date of receipt or such notice
or at any later time specified therein, and unless otherwise specified
therein, the acceptance of such resignation shall not be necessary to
make it effective.
Section 6. Vacancies. A vacancy in any office may be filled by
appointment by the Board. The officer appointed to such vacancy shall
serve for the remainder of the term of the officer he replaces.
Section 7. Multiple Offices. Any two (2) or more offices may be
held by the same person.
Section 8. Duties. The duties of the officers are as follows:
(a) President. The president shall preside at all meetings
of the Board of Directors; shall see that orders and resolutions of
the Board are carried out; shall sign all leases, mortgages, deeds and
other written instruments and shall co-sign all checks and promissory
notes.
(b) Vice-president. The vice-president shall act in the place and stead
of the president in the event of his absence, inability or refusal to
act, and shall exercise and discharge such other duties as may be required
of him by the Board.
(c) Secretary. The secretary shall record the votes and keep the minutes
of all meetings and proceedings of the Board and the members; keep the
corporate seal of the Association and affix it on all papers requiring
said seal; serve notice of meetings of the Board and of the members;
keep appropriate current records showing the members of the Association
together with their addresses, and shall perform such other duties as
required by the Board.
(d) Treasurer. The treasurer shall receive and deposit in appropriate
bank accounts all monies of the Association and shall disburse such
funds as directed by resolution of the Board of Directors; shall sign
all checks and promissory notes of the Association; keep proper books
of account; cause an annual audit of the Association books to be made
by a public accountant at the completion of each fiscal year; and shall
prepare an annual budget and a statement of income and expenditures
to be presented to the membership at its regular annual meeting, and
deliver a copy of each to the members.
ARTICLE IX
COMMITTEES
The Association shall appoint an Architectural Review Committee, as provided
in the Declaration, and a Nominating Committee as provided in these Bylaws.
In addition, the Board of Directors shall appoint other committees as
deemed appropriate in carrying out its purpose.
ARTICLE X
BOOKS AND RECORDS
The books, records and papers of the Association shall at all times,
during reasonable business hours, be subject to inspection by any member.
The Declaration, the Articles of Incorporation and the Bylaws of the Association
shall be available for inspection by any member at the principal office
of the Association, where copies may be purchased at reasonable cost.
ARTICLE XI
ASSESSMENTS
As more fully provided in the Declaration, each member is obligated
to pay to the Association annual and special assessments which are secured
by a continuing lien upon the property against which the assessment is
made. Any assessments which are not paid when due shall be delinquent.
If the assessment is not paid within thirty (30) days after the due date,
the assessment shall bear interest from the date of delinquency at the
maximum rate of interest permitted by law per annum, and the Association
may bring an action at law against the Owner personally obligated to pay
the same or foreclose the lien against the property, and interest, costs,
and reasonable attorneys' fees of any such action shall be added to the
amount of such assessment. No Owner may waive or otherwise escape liability
from the assessments provided for herein by nonuse of the Common Area
or abandonment of his Lot.
ARTICLE XII
CORPORATE SEAL
The Association shall have a seal in circular form having within its
circumference the words: GRANADA VILLAS HOMEOWNERS' ASSOCIATION, INC.,
CORPORATION NOT FOR PROFIT.
ARTICLE XIII
AMENDMENTS
Section 1. These Bylaws may be amended, at a regular or special
meeting of the Membership, by a vote of a majority of a quorum of all
members voting in person or by proxy.
Section 2. In the case of any conflict between the Articles of
Incorporation and these Bylaws, the Articles shall control; and in the
case of any conflict between the Declaration and these bylaws, the Declaration
shall control.
ARTICLE XIV
MISCELLANEOUS
The fiscal year of the Association shall begin on the first day of January
and end on the 31st day of December of every year, except that the first
fiscal year shall begin on the date of incorporation.
AMENDMENTS
TO THE BYLAWS OF GRANADA VILLAS HOMEOWNERS' ASSOCIATION INC.
Pursuant
to the Articles of Incorporation of the Granada Villas Homeowners' Association,
Inc., and in compliance with the requirements of Florida Statutes, Chapter
617, and pursuant to Article VIII and Article XII of the Articles of Incorporation,
the By-laws of said Corporation are amended as follows:
1. Article
III - Section 2 is amended to delete reference(s) to Class A Membership.
2. Article
III - Section 4 is amended to delete the words "of each class".
3. Article
IV - Section 1 is amended to read "Five (5)" directors in lieu of "Three
(3)" directors.
4. Article
LV - Section 2 is amended to read as follows: "The terms of the Board
of Directors will be staggered. Beginning with the 1992 Annual Meeting,
the terms will be as follows: One (1) Director for a term of one (1) year;
two (2) Directors for terms of two (2) years, and two (2) Directors for
terms of three (3) years. * Ruled invalid by legal
counsel in 1/2000
5. Article
VI - Section 2 is amended to read "Special meetings of the Board of Directors
shall be held when called by the President of the Association, or by any
three (3) Directors, after not less than three (3) days notice of each
Director.
6. Article
VII - Section 2(a) is amended to delete "Class A"
Filed APR
25 8:32 xxxxxxxx (unreadable) SECRETARY OF STATE
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