FHAOI By-Laws Revisions 2023

Revised February 6, 1997 Clarified March 2, 2003 Revised March 31, 2003 Revised March 5, 2009 Revised November 30, 2015 Revised February 3, 2019 Revised July 1, 2021 Revised September 2, 2021

BY-LAWS OF FAIRWAYS HOMEOWNERS ASSOCIATION OF ORLANDO, INC. A Not-For-Profit Florida Corporation Incorporated for the purpose of operating under the laws of the State of Florida and in compliance with the requirements of Chapter 617 and Chapter 723, Florida Statutes. This corporation will serve the members and residents of Fairways Country Club.

ARTICLE I NAME, REGISTERED OFFICE AND REGISTERED AGENT ════════════════════ Section 1. NAME AND ADDRESS. The name and address of this corporation (hereinafter referred to as the "Association") is: Name: Address:

Fairways Homeowners Association of Orlando, Incorporated (FHAOI) 1704 Cedar Ridge Drive, Orlando, Florida 32826

Section 2. REGISTERED OFFICE AND REGISTERED AGENT. The address of the registered office of the Association and agent at said address is: Registered Agents, Inc. 7901 4th St N. Ste 300 St. Petersburg, FL 33702 813-575-1161 ARTICLE II SEAL ══════════════════════ .

ARTICLE III POWERS ═══════════════════════

The Directors of the Association and the operation of the Association itself shall be governed by the By-laws. Pursuant to Section 723.075(1), Florida Statutes, (The Florida Mobile Home Act), the Association shall be the representative of all of the Mobile Home Owners in the Park in all matters relating to Chapter 723, Florida Statutes.

Commented [LF2]: Changed registered agent from President we already paid pd for the year otherwise we would not changed.

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ARTICLE IV MEMBERSHIP ═══════════════════════ Section 1. MEMBERS. All persons owning mobile homes located in Fairways Country Club, 14205 East Colonial Drive, Orlando, Florida 32826, shall become members in the Association by signing the Registration Form (see Article V, Section 8).

Clarification: Owners become members of the Association by signing a “FHAOI Membership Registration Form” and are considered “members in good standing” as long as current owner of residence in Fairways Country Club All recorded owners sign and all are members. One owner/member becomes the designated voter for the residence on all issues before the general membership. All Association members are eligible to serve on the Board and associated committees.

In Summary: To serve on the Board the person must be a registered owner and have signed the “FHAOI Membership Registration Form” to become a “member in good standing.” They do not need to be the designated voter for the household. No immediate family members or more than one resident of a household may serve on the board during a term.

Section 2. MEMBERSHIP-CERTIFICATES. No membership certificates shall be issued by the Association.

ARTICLE V MEETINGS OF MEMBERS ═══════════════════════ Section 1. PLACE OF MEETINGS. Meetings of the members shall be held at the Masters Clubhouse, or at any other place within the State of Florida that the Board of Directors or members may select.

Section 2. MONTHLY MEETINGS. Monthly meetings of the association shall be held on the second Thursday of month unless changed by the Board of Directors. Notice of the date, time and place of all meetings of the association shall be made public.

Commented [LF3]: Remove and replace with Meetings of the members shall be held in a location designated by the Board of Directors. Group 2 didn't know they could reserve a room and and have barb approve.

Deleted: first Deleted: each

Clarification: By-Laws state that the annual election of Officers shall be ratified on the first Thursday in November unless it falls on a holiday and also that the current Directors can only serve for the twelve-month term. See Article IX, Section 3.

The Board cannot defer the election beyond the twelve-month term of the Directors

Deleted: month

Section 3. SPECIAL MEETINGS. Special meetings of the association may be called at any time by the President or by a majority of the Board of Directors. Special meetings shall be held if ten percent (10%) of the registered members entitled to vote sign, date, and deliver one or more written demands for the meeting to the Association Secretary. Said demands must describe the purpose(s) for which the meeting is to be held and posting procedures shall comply with Section 6 of this article.

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Section 4. ACTION BY WRITTEN AGREEMENT. The members can act by written agreement without meeting on the condition that the agreement is signed by at least fifty percent plus one (50% + 1) of the members entitled to vote and the agreement is posted in conspicuous places in Fairways Country Club within fourteen (14) days after the date of the agreement.

The written agreement shall be filed with the minutes of proceedings of the members.

Deleted: 5

Section 5. NOTICE OF MEETINGS. Notice of all regular and annual meetings of the members, stating the place, day and hour of the meeting, shall be published in the Eagle. The notice of special meetings, including the purpose(s) shall be posted in conspicuous places in Fairways Country Club at least fourteen (14) days prior to the meeting. The notice of the annual meeting shall be provided by September to members at Fairways Country Club at least fourteen (14) days prior to the meeting, and the delivery thereof shall constitute notice.

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Section 6. AFFIRMATION OF NOTICE. Publication and delivery of the Eagle shall constitute official notification and compliance with Section 6 of this article or any other public notice procedure

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Section 7. VOTING RIGHTS AND REGULATIONS. In any regular, annual, or special membership meeting, the owners of a mobile home unit located in Fairways Country Club shall be entitled to cast one (1) vote for each unit. When a unit is owned by one (1) person, the right to vote shall be established by the Registration Form signed by that person. If a unit is owned by more than one (1) person, the person entitled to cast the vote for the unit shall be identified as the designated voter

Deleted: 8

Deleted: monthly Commented [LF4]: Change to

-3– by a Membership Registration Form signed by all of the Record Owners of the unit and filed with the Association Secretary. In the event a unit is owned by a corporation the person entitled to cast the vote shall be designated by a Registration Form signed by the officers of the corporation with the formalities required of a deed and filed with the Association Secretary. Such authorization shall be valid until it is revoked, superseded by a subsequent authorization or until the ownership of the unit is changed and recorded. The proper filing of a Registration Form designating the person entitled to cast the vote of a unit is a condition precedent to that person's vote. In the event such authorization is not on file the vote of such owner shall not be considered. For the purposes of this paragraph a purchaser under a Contract for Sale shall not be regarded as an owner.

Membership Registration forms will be valid unless change of ownership or member desires to change registered voter. All memberships will be confirmed as valid through ownership records with Hometown America prior to the deadline for voting each year.

Clarification: See Article IV, Section 1 Section 8. PROXIES. Members entitled to vote may vote in person, by proxy or by their attorney in fact. All proxies shall be in writing and filed with the Association Secretary before the appointed time of the meeting in order to be effective. Any proxy given shall be effective only for the specific meeting for which originally given and/or any lawfully adjourned meetings thereof. In no event shall any proxy be valid for a period longer than ninety (90) days after the date of the first meeting for which it was given. Every proxy shall be revocable at the pleasure of the member executing it.

Deleted: 9

A proxy, limited or general may not be used in the election of board members, in general elections or elections to fill vacancies caused by recall, resignation, or otherwise. Board members must be elected by written ballot or by voting in person. Should ballot elections be held, all signatures must be verified against member registration forms.

Section 9. QUORUM. The presence in person or by proxy of a majority of the members entitled to vote would normally constitute a quorum at all member meetings. It is recognized that Association meetings will rarely, if ever, have a quorum fifty percent plus one (50% + 1) of all members entitled to vote. Therefore, the presence of 25 registered members entitled to vote shall constitute a quorum at all member meetings.

Deleted: 10

The Board of Directors shall seek member approval for the Budget. While the Board of Directors does have authority to make most decisions affecting the Association and its members, it is not in the best interest of the members for the Board to approve an action opposed by the members in attendance at a meeting. For example: If a membership meeting having a quorum in attendance involves a motion for expenditures exceeding $1,000 and that motion is rejected by the members entitled to vote, the Board of Directors shall not approve that motion.

Deleted: expenditures exceeding $1,000.

Clarification: All expenditures not in the approved budget must be approved by a majority of the Board.

Commented [LF6]: group 2 felt that we should adapt mediation inlieu of litigation see 723.038 (723) does this mean that we canlisten to legal counsel just because people make a bad decision on the law suit ?

Should the Directors decide to pursue any motion, the Board of Directors may return the motion for reconsideration at a future meeting or submit it for consideration to the members entitled to vote.

Commented [LF7R6]:

Decisions approved by a majority of members entitled to vote at a meeting or through a ballot sent to all registered members at which a quorum is present/received shall be the act of the Association. At a duly organized meeting, members present may continue to do business until adjournment even though members withdraw leaving less than a quorum.

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Section 10. LITIGATION. In all matters involving litigation, the Directors shall first obtain approval of a majority, seventy five percent (75%) of the membership entitled to vote. However, only those members voting in favor of a litigation issue that passes will be required to provide financial support. In the event of any question, Florida Statute 723 will take precedence.

Section 11. CONDUCT. All meetings of the Association and its committees shall be conducted in accordance with Robert's Rules of Order and the By-laws of the Association. In the event there are procedural questions, the presiding officer shall refer the question to the Parliamentarian for a ruling thereon. If no Parliamentarian has been appointed, the presiding officer shall make the ruling. t ORDER OF BUSINESS. The order of business at all annual meetings of the members shall be as follows: TO ADDRESS NEEDS AND CONCERNS AT LARGE Section 12. MINUTES. Minutes of all meetings of members shall be kept in a businesslike manner and shall be available for inspection by members, their authorized representatives, or Board members at reasonable times. The Association shall retain

Deleted: 11

Deleted: Section 13.

Commented [LF8]: Group wanted this change - I though it redundant, since this is the primary reason for the BOD, my concern is that we are at risk from what whatever a resident thinks we are not acting on thier behalf.. leagle implication?

Deleted: ¶ A. Required announcements¶ B. Roll call¶ C. Proof of notice of meeting or waiver of notice¶ D. Approval of previous meeting minutes¶ E. Reading of the Treasurer's report¶ F. Report of officers¶ G. Report of committees¶ H. Election of Directors (if election to be held)¶ I. Unfinished business¶ J. New Business¶ K. Special announcements (may be at beginning of meeting)¶ L. Adjournment¶ ¶ Deleted: 4

-4– these minutes for a period of not less than five (5) years. Minutes containing changes in the By-laws will be retained indefinitely.

Section 13. ADJOURNMENTS. Adjournment of a member meeting and the business to be transacted may be declared by announcement at the meeting and does not require advance notice. Rescheduling of an adjourned meeting shall comply with Section 6 of this article.

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Section 14 FIXING OF RECORD DATE. The determination of members entitled to vote shall be completed prior to August 15th

Deleted: 16.

Deleted: or to be notified of the annual meeting

Clarification: On August16 prior to the annual election the voting records are considered closed. Changes in designated voters after that date will not be valid for that election.

Deleted: preceding the annual election meeting date.

Section 15. VOTING LISTS. The Secretary or agent having charge of the membership books of the Association shall make a complete list of members entitled to vote. Such list shall be kept on file at the Association office and shall be available for inspection by members during usual business hours. .

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Clarification: This section applies to general meetings.

ARTICLE VI BOARD OF DIRECTORS: SELECTION - TERM OF OFFICE Section 1. NUMBER. The business and social affairs of the Association shall be managed and governed by a Board of Directors composed of not less than seven (5) nor more than thirteen (7) Directors, none of whom need be a resident of the State of Florida, but all of whom must be members in good standing. If the By-laws are amended to change the number of Directors, an odd number should be selected to avoid an impasse when voting.

Section 2. TERM OF OFFICE. Those persons named in the Articles of Incorporation as Board members shall hold office and comprise the Board of Directors until replaced by election of Directors at the first annual meeting of the members entitled to vote, at which meeting an election of Board members for (2) two-year terms shall staggerd. There shall be no restrictions on the number of terms that Board members of the Association may serve.

Section 3. REMOVAL-RESIGNATION: Any Board member may be removed from the Board by a 2/3 majority vote of the Board of Directors.

Any Director may resign at any time by giving written notice to the Board, the President, or the Secretary. Such resignation shall take effect on the date of receipt of such notice or at such time as specified therein. The acceptance of such resignation shall not be necessary to make it effective.

In the event of death, resignation, removal of a Board member, or an increase in the number of Directors, the vacancy may be filled by an affirmative vote of a majority of the remaining members of the Board. A Director appointed to such vacancy shall serve for the remainder of the term of the Official replaced.

Section 4. COMPENSATION. No Board member shall receive compensation for any service rendered to the Association.

However, any Board member may be reimbursed for actual expenses incurred in the performance of duties.

Section 5. FIDUCIARY DUTY. Each member of the Board of Directors has a fiduciary duty to the members when acting on behalf of the Association.

Section 6, IMMUNITY PROVISION. There shall be no personal liability on the part of, and no cause of action of any nature shall arise against any member of the Board of Directors by the members of the FHAOI, for any action taken by the Board of Directors in the performance of their duties, powers or responsibilities in conducting the business of the FHAOI and within the framework of the By-Laws and Articles of Incorporation.

ARTICLE VII BOARD OF DIRECTORS: NOMINATION AND ELECTION OF DIRECTORS ═══════════════════ Section 1. NOMINATION. At the June regular membership meeting the President shall appoint a nominating committee of a

Deleted: at meetings or any adjournment thereof.

Deleted: This list shall be available at least ten (10) days before each meeting. Such list shall be list sha Deleted: Such list shall also be produced and kept open at the time and place of the meeting and shall be available for inspection by members…

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Deleted: 1 Deleted: one Deleted: be held Deleted: majority Deleted: , fifty percent plus one (50% + 1) Deleted: of the members entitled to vote. A special meeting of the membership to recall a member or members of the Board of Directors must fully comply with Article V, Section 4: Special Meetings. ¶ Deleted: .

Deleted: The nominee(s) shall not be present during the discussion and vote. A… Deleted:

-5– minimum of three (3) members and designate one the chairperson. This committee shall submit a slate of candidates at the August regular Board meeting. The nominations will be accepted from the floor and shall be valid with the acceptance of said individual either in person or in writing. The complete slate shall be published in September. Ballots and envelopes, including the names of all of the above candidates, shall be delivered to registered members.

Deleted: membership Deleted: . .

Deleted: Individuals

Recommendation: The chairperson of the Nominating Committee will be responsible for Selection of an individual to conduct the election.

Deleted: may also place their names in nomination by submitting a petition to the Secretary prior to July 15 bearing the signatures of ten (10) homeowners from separate lots who are entitled to vote. …

Section 2. ELECTION. The election of the Board of Directors shall be by secret written ballot. Each ballot shall be completed and placed in the accompanying envelope. The envelope must indicate the lot number and the printed name and signature of the homeowner. The vote of the members will be considered the popular vote. There is no provision for write-in candidates. The ballots will be counted and validated by an outside consultant in order to maintain the secrecy of each individual's vote.

Deleted: each home at Fairways Country Club Deleted: and the winner of each office will be determined by the most votes cast. There is no provis

If two or more candidates receive the same number of votes, the winner will be determined by chance (coin flip, or draw of straws, etc.)

A person who has been convicted of a felony in this state or in a United States District or Territorial Court, or who has been convicted of any offense in another jurisdiction which would be considered a felony if committed in this state, may not seek election to the board and is not eligible for board membership unless the person’s civil rights have been restored for at least five (5) years before the date on which the person seeks election to the board. The validity of an action taken by the board is not affected if it is later determined that a member of the board is ineligible for board membership.

Clarification: See Article V, Section 3.

ARTICLE VIII BOARD OF DIRECTORS: MEETINGS OF DIRECTORS ═════════════════ Section 1. REGULAR MEETINGS. Regular meetings of the Board of Directors shall be held at a minimum of (6) time per year and not more than 12.,unless changed by the Board of Directors. Notice of the date, time, and place of all regular meetings of the Board of Directors shall be made public.

Section 2. SPECIAL MEETINGS. Special meetings of the Board of Directors shall be held when called by the President of the Association, or by any two (2) Board members, with at least three (3) days notice to each Director of the date, time, and place of the meeting. Notice of special meetings shall be posted in conspicuous places in Fairways Country Club at least fortyeight (48) hours in advance. The notice of special meetings shall contain the purpose(s) of the meeting.

Section 3. EMERGENCY MEETINGS. Emergency meetings of the Board of Directors shall be held when called by the President of the Association, or by any two (2) Board members. Emergency meetings of the Board of Directors may be in person, by telephone conference or video conferencing. An affirmative vote of a majority of the Board shall be considered to be the action of the Board. Minutes of any emergency meeting of the Board, whether by telephone conference, telephone polling, video conferencing or otherwise, shall be filed by the Secretary or other designated officer, and the correctness of the minutes shall be certified by those attending the meeting. The residents shall be informed of the results at the next regular meeting and/or public notification.

Section 4. CATASTROPHIC EMERGENCIES. In addition to the above provisions, if a catastrophic emergency exists and a quorum of the corporation’s Board of Directors or of the Membership cannot readily be assembled due to the emergency, these by-laws and the powers of the Board of Directors shall include the provisions for emergency by-laws in Section

Deleted: on the first Deleted: Thursday of each month,

Deleted: The residents shall be informed of the results at the next regular meeting and/or in the Eagle. …

-6– 617.0207, Florida Statutes, and the powers granted in Section 617.0303, Florida Statutes.

Catastrophic emergencies include but are not limited to hurricanes, tornados and pandemics. During the period of such emergency, the Board of Directors shall have the power, at the Board’s sole discretion, may abate, postpone, or cancel Annual Meetings, Elections and other meetings of the Board or the Membership. Because of and during the emergency, meetings of the Board of Directors would not be open to members, homeowners, or their representatives. Tthe Board shall require such other actions as necessary to continue the successful operation of the Association.

Section 5. MEETINGS BY TELECOMMUNICATIONS. A Board or a Committee members participation in a meeting via telephone, real-time video conferencing, or similar real-time telephonic, electronic, or video communication counts toward a quorum, and such member may vote as if physically present. A speaker shall be used so that the conversation of those Board or Committee members attending by telephone may be heard by the Board or Committee members attending in person, as well as by members present at the meeting. Members of the Board of Directors of Committees may use email as a means of communication but may not cast a vote on an Association matter via email.

Section 6. ACTION BY WRITTEN AGREEMENT. The Board of Directors may act or render decisions by written agreement without meeting on the condition that the written agreement is approved and signed by all of the Board of Directors.

The residents shall be informed of the results of these meetings at the next regular meeting.

Section 7. OPEN/CLOSED MEETINGS. All meetings of the Board of Directors shall be open to all members of the Association. The above requirement does not apply to meetings between the Park owner and the Board of Directors or any of the Board’s Committee’s, Board or Committee meetings held for the purpose of discussing personnel matters, or meetings between the Board of Committee and the Association’s attorney with respect to proposed potential or pending litigation, when the meeting is held for the purpose of seeking or rendering legal advice.

Deleted: to amend the Association’s Articles of Incorporation and by-laws and may further Deleted: further Deleted: Deleted: T

Deleted: and/or in the Eagle.

Commented [LF10]: Mark, please review I had an X to remove but not notes as to why

Clarification: All committee meetings are open to members of the Association.

Section 8. QUORUM. A majority of the 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. If at any meeting of the Board there shall be less than a quorum present, the majority of those present may adjourn the meeting until a quorum is present. Members of the Board of Directors shall be deemed present at any meeting held by telephone conference or similar communications equipment where all persons participating in the meeting are able to hear each other.

Clarification: Fifty percent plus one of the Directors currently on the Board constitutes the quorum required for the Board to take action on an issue. General informational meetings may be conducted without a quorum present.

Section 9. WAIVER OF NOTICE. A Board member may waive in writing notice of a regular or special meeting of the Board of Directors either before or after the meeting, and his waiver shall be deemed the equivalent of getting notice.

Attendance of a Board member at any meeting shall constitute waiver of notice of that meeting unless the Board member attends with the express purpose of objecting to the transaction of business or if the meeting has not been lawfully called or convened.

Section 10. MINUTES. Minutes of all meetings of the Board of Directors shall be kept in a businesslike manner and shall be available for inspection by members, their authorized representatives, or Board members at reasonable times. The Association shall retain these minutes for a period of not less than five (5) years. Minutes of meetings containing changes in the By-laws should be retained indefinitely.

Section 11. BUDGET. The Treasurer shall submit an interim annual budget for approval at the Board of Directors meeting in December. and submit an approved budget and make available to the general membership for acceptance at the January meeting. The incoming Board may approve the interim budget at the January meeting as the permanent budget. the incoming Board may decide to prepare a new budget,.

Deleted: An absent Board member may join in the action of a meeting of the Board by signing the minutes thereof and such signing shall constitute the presence of such Board member for the purpose of determining a quorum. If at any meeting o Deleted: At any meeting that replaces a previously adjourned meeting, any business which might have been transacted at the original meeting may be transacted. In the case of adjournment of a meeting, no further notice of the adjourned meeting need be given unless otherwise determined by the Board. …

Deleted: The interim budget shall be published in the January Eagle …

Deleted: submitted Deleted: to the Deleted: Should Deleted: it shall be prepared in time to be published in the February Eagle for acceptance at the March meeting by the members who are entitled to vote…

Deleted: Specific budgeted items exceeding $1,000 shall require acceptance at a general membership meeting at which a quorum is present prior to purchasing such item.…

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Section 12. ACQUISITION CHAIRPERSON. The Board shall appoint, within six (6) months of incorporation, a committee to develop a plan to purchase Fairways Country Club which complies with Florida Statute 723, Right of First Refusal.

Deleted: Section 12. PARLIAMENTARIAN. The Board may appoint a parliamentarian whose duties shall be prescribed by the Board.¶ Deleted: 13

ARTICLE IX BOARD OF DIRECTORS - OFFICERS ══════════════════ Section 1. OFFICERS. The Association Officers (President, Vice President, Secretary, Treasurer) and Board of Directors shall be one and the same and shall consist of the following: President, Vice President, Secretary, Treasurer, Director of Director of Social Activities.

Section 2. ELECTION OF OFFICERS. Tabulation of ballots shall be tabulated by individual designated by nominating committee chair and will be presented at the annual meeting which is held on the first Thursday in November. The Board of Directors shall then ratify the election results for the record.

Section 3. TERM. The Board of Directors shall be elected annually, with their election validated by the outgoing Board of Directors and all shall hold office until successors are duly elected and ratified unless they resign, are removed, or are otherwise disqualified to serve.

Section 4. COMMITTEES. The Board may appoint regular and special committees to serve for purposes designated by the Board and for such terms as determined by the Board and will oversee specific activities ad deemed necessary by the officers.

Section 5. MULTIPLE OFFICES. No person shall hold more than one of the following offices during the same term: President, Vice-President, Secretary, or Treasurer.

Commented [LF11]: Discussed using Chair assignments to back fil other board positions, it was felt that the Social Director played a bigger impact on the community from a social and fiduciary responsibility. It would also allow future BOARDs to go up to 7 if they deemed necessary.

Deleted: Homeowners Committee, Director of Neighborhood Watch, …

Deleted: , Director of Halls, Director of Golf, Director of Area Representatives and Bulletin Boards, and Director at Large. All Officers shall be members of the Board of Directors…. .

Deleted: .

Commented [LF13]: Bill Maher, can you check 723 to see if this in line Commented [LF14]: Example the Safety Initiative Deleted: .

Section 6. DUTIES. The Board of Directors, in addition to the duties specifically set forth herein, shall perform the duties customarily vested in those offices. Each office has a job description to further explain these duties. The President, Vice President, Secretary and Treasurer may temporarily act and exercise duties as may be assigned by the Board of Directors; including receiving, depositing, and dispensing funds. Their basic duties are as follows: Recommendation: That all Directors submit to the President the names of their Committee members and obtain approval of the Board. The exception would be the Director of Golf since those committee members are designated in the By-Laws. It is further recommended that job descriptions should be reviewed by each Board and updated as necessary. These job descriptions should be provided to the chairman of the nominating committee for distribution to the nominees.

Per 723.0781Board Member Training Program 1) Within 90 days after being elected or appointed to the board, a newly elected or appointed director shall certify by an affidavit in writing to the Secretary of the association that he or she has read the association’s current articles of incorporation, by-laws, and mobile hoe park’s prospectus, rental agreement, rules, regulations, and written policies; that he or she will work to uphold such documents and policies to the best of his or her ability; and that he or she will faithfully discharge his or her fiduciary responsibilities to the association’s members.

2) In lieu of this written certification, within 90 days after being elected or appointed to the board, the newly elected or appointed director may submit a certificate of having satisfactorily completed the education curriculum approved by the division with one year before or 90 days after the date of election or appointment. The educational certificate is valid and does not have to be resubmitted as long as the director serves on the board without interruption.

3) A director who fails to timely file the written certification or educational certificate is suspended from service on the board until he or she complies with this section. The board may temporarily fil the vacancy during the period of suspension.

4) The secretary of the association shall retain a director’s written certification or educational certificate for inspection by the members for five (5) years after the director’s election or the duration of the director’s uninterrupted tenure, whichever is longer. Failure to have such written certification or educational certificate on file does not affect the validity of any board action.

Commented [LF15]: Check 723 for retention

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5) This section becomes effective on December 6, 2018. Any member of the board of directors of a homeowners’ association not in compliance with the requirements of this section may not be considered in violation of this section until after December 6, 2018.

A.

B.

C.

President: The President shall preside at all meetings unless President designates another board member; see that orders and resolutions of the Board are carried out; sign checks and have all of the powers and duties which are usually vested in the office of the President of a corporation.

Vice President: The Vice President shall act in the place and stead of the President in the event of absence, inability or refusal to act: act as Editor of the Eagle and exercise and discharge such other duties as may be assigned by the Board of Directors.

Secretary: The Secretary shall record the votes and keep the minutes of all meetings and proceedings of the Board of Directors and of the members, serve notice of meetings of the Board of Directors and of the members, keep appropriate current records showing the members of the Association together with their addresses, post pertinent meeting activities in the Eagle and perform such other duties as may be assigned by the Board of Directors.

Commented [LF16]: We don’t do leases or mortgages only if we owned the land and wanted to levy lot rent.

Deleted: sign all leases, mortgages, deeds and other written instruments if determined by resolution of the Board; …

Deleted: and promissory notes; Commented [LF17]: Should we remove the text re VP in charge of Eagle? Would it be easier to have the Board appoint an Editor? or possibly have a outside person act in this capacity?s Deleted: shall represent Deleted: on the Board; Deleted: , keep the Corporate Seal of the Association and affix it on all papers requiring said Seal, sign checks…

Commented [LF19]: Verify that this doesn’t change Deleted: temporary Deleted: and promissory notes

D.

Treasurer: The Treasurer shall prepare a budget in accordance with Article VIII, Section 9. The Treasurer or designated agent appointed by the Board shall receive and deposit in an appropriate financial institution accounts all monies of the Association. The Treasurer shall disburse such funds as directed by resolution of the Board of Directors; sign all checks of the Association; and keep proper accounting records. A financial report shall be presented at all monthly membership meetings and a copy will be provided for review at the Association office during regular office hours. This report shall follow general accounting classifications. The written report should consist of a starting balance, a list of all income and expense accounts and an end-of-period balance.

A financial review committee of at least three (3) non-board members shall be appointed, with the approval of the board, by the President. Financial records may also be audited at the discretion of the Board. In the event three (3) non-board members cannot be obtained, the Board may hire an outside Agent or Agency to perform the review.

E. G. ARTICLE X ACCOUNTING RECORDS; FISCAL MANAGEMENT; ASSESSMENTS ═════════════════════ Section 1. BOOKS AND RECORDS. The Association shall keep correct and complete books and records of account including all receipts and expenditures. The books and records of the Association shall be open to inspection by members or their authorized representatives at reasonable times. Receipts shall be retained by the Treasurer until audited before being made available for general inspection, but may be inspected by the Board at any time. Authorization as a representative of a member must be in writing and signed by the person giving the authorization and dated within thirty (30) days of the date of the inspection. Written summaries of the accounting records may be made available to the members. Records, if made available, shall include a record of all receipts and expenditures. Must be kept for 7 years.

Section 2. FISCAL YEAR. In administering the finances of the Association, the following procedures shall govern: A. The fiscal year shall be the calendar year.

Deleted: A semi-annual review of the Association books shall be made at mid-year and at the completion of each fiscal year. …

Deleted: and annual Deleted: A condensed statement shall be published quarterly in the Eagle.…

Deleted: E. The Director of the Homeowners Committee shall chair a Committee to address issues of a general community nature.

The Director will address questions and concerns with Hometown America prior to the monthly meeting.¶ ¶ Deleted: F Deleted: The Director of Neighborhood Watch shall chair a committee of no more than three (3) persons. This committee shall maintain and ensure the longevity of the Neighborhood Watch program throughout the community (Fairways Country Club.…

Deleted: The Director of Social Activities shall be responsible for the social and recreational activities of the Association. ¶ ¶ H. The Director of Halls shall be responsible for scheduling the use of; the opening and closing of recreation halls; inventories and records of all FHAOI properties; and jurisdiction over related storage areas. ¶ ¶ I. The Director of Golf shall chair the Golf Committee which will meet monthly with management concerning all items pertaining to golf. To staff the committee, the Men’s, Women’s and Couples Leagues each shall provide two (2) representatives. The chairperson shall select up to two (2) members at large as representatives of the golfing community to the committee.¶ ¶ J. The Director of Area Representatives and Bulletin Boards shall chair a committee of Area Representatives. The Area Representatives shall be nominated by the Director of Area Representatives and Bulletin Boards and confirmed by the Board of Directors.¶ ¶ K. One Director At Large. This Director shall assist, as needed, on special projects and special assignments at the direction of the Board. Shall sign and submit the ‘Florida Statues 723 Board Members Training Program FHAOI Certificate and shall be responsible for all Florida Statute 723 issues. This Officer shall act as liaison with the Federated Homeowners Association (FMO) and recommend to the Board any course of action.¶ ¶ L. The immediate Past President may attend and participate in Board meetings in an advisory capacity, but shall not have voting rights at Board meetings.…

-9– B. Monies received and expenses incurred in a calendar year shall be considered as income and expense for that calendar year.

Section 3. ANTICIPATED REVENUE - DEFICIT. The Board shall not be required to anticipate revenue from or expend funds to pay for operating expenses not budgeted which exceed budgeted items. The Board is not authorized to engage in deficit spending.

Section 4. DEPOSITORY. The depository of the Association shall be such financial institution(s) designated by the Board of Directors in which the monies of the Association shall be deposited. Withdrawal of monies from such account shall only be by checks signed by persons authorized by the Board.

Deleted: Section 3. ASSESSMENTS. It is important to note that assessments are NOT anticipated and shall be considered only in an emergency situation. Before taking any action, the reasons shall be presented to the general membership. A vote of fifty percent plus one (50% + 1) of the members entitled to vote is required for approval. ¶ Deleted: 4 Deleted: 5

ARTICLE XI FIDUCIARY RELATIONSHIP ═══════════════════ Section 1. PERFORMANCE. The Officers and Directors of the Association shall have a fiduciary relationship to the members. Directors shall perform their basic duties, including duties as a member of any committee on which they may serve in good faith and in a manner, they believe to be in the best interests of the Association.

In performing their duties, Directors shall be entitled to rely on information, opinions, reports or statements, including financial statements and other financial data, in each case prepared or presented by: A. One or more officers or employees of the Association whom the Director reasonably believes to be reliable and competent in the matters presented.

B. Counsel, public accountants or other persons regarding matters which the Director reasonably believes to be within such person's professional knowledge or expertise.

C. A committee on which they do not serve, duly designated in accordance with a provision of the Articles of Incorporation or the By-Laws, as to matters within its designated authority, which committee the Director reasonably believes to merit confidence.

Directors shall not be considered to be acting in good faith if they have knowledge concerning the matter in question that would cause such reliance described above to be unwarranted.

Directors who perform their duties in compliance with this section shall have no liability by reason of being or having been a Director of the Association. The Association may indemnify and hold harmless any Directors from liability for corporate action. All Directors and Association Representatives are expected to know and support the Articles and its Rules and Regulations when serving the membership.

Section 2. PRESUMPTION OF ASSENT: A Director of the Association who is present at a meeting of its Directors at which action on any Association matter is taken shall be presumed to have assented to the action taken unless the Director votes against such action or abstains from voting.

ARTICLE XII INDEMNIFICATION ═════════════════════ The Association may be empowered to indemnify any Officer or Director or any former Officer or Director, by a majority vote of a quorum of Directors, or by a majority vote of a quorum of members entitled to vote, who are not parties to such action, suit or proceeding, in the manner provided in Chapter 617 of the Florida Statutes. If such indemnification is authorized by the

Commented [LF20]: Have Bill M. explain this.

- 10 – Directors or members, expenses incurred in defending such civil or criminal action, suit or proceeding may be paid by the Association in advance of the final disposition of such action, suit or proceeding, in the manner described in the Florida Statutes upon receipt of an undertaking by or on behalf of the Director, Officer, Employee, or Agent to repay such amount unless the Director is found not to be entitled to such indemnification.

ARTICLE XIII AMENDMENT OF BY-LAWS ═══════════════════════ These By-laws may be amended by majority vote fifty percent plus one (50% + 1) of the registered members entitled to vote who are present at General Meeting or who has given their proxy ballot to a member present at the meeting.

ARTICLE XIV AMENDMENT OF ARTICLES OF INCORPORATION ════════════════════════ The Articles of Incorporation of the Association may be amended by majority vote fifty percent plus one (50% + 1) of the members entitled to vote. The notice of any meeting at which amendments of the Articles of Incorporation are to be considered shall contain a statement that amendments to the Articles of Incorporation are on the agenda.

ARTICLE XV LOANS ════════════════════════════ No loans shall be contracted on behalf of the membership of the Association, and no evidence of indebtedness shall be issued in its name, unless authorized by a resolution of the Board of Directors and a majority vote fifty percent plus one (50% + 1) of the members entitled to vote.

ARTICLE XVI DEADLOCK ═══════════════════════════ Section 1. SUBMISSION TO ARBITRATION. Should deadlock, dispute or controversy arise among members or Directors of the Association in regard to matters of management and company policy or matters arising under the provisions of the Articles of Incorporation and should the members, by using their legal power and influence as members, be unable to resolve such deadlock, dispute or controversy, the matter shall be submitted by the members to arbitration.

Section 2. DETERMINATION BY ARBITRATION. Should the members or Directors fail to agree on the scope of this provision or the application of this provision to the deadlock, dispute or controversy at issue, the scope and applicability of this provision shall be determined by the arbitrator.

Section 3. NOTICE. Notice shall be given by such objecting or dissenting member(s) that such deadlock exists within fifteen (15) days of such deadlock, by regular mail with proof of mailing, postage prepaid, addressed to the remaining member(s) at the addresses listed on the Association books.

Section 4. SELECTION OF ARBITRATOR. The members shall then select an arbitrator within sixty (60) days of receipt of such notice of deadlock, upon a majority vote fifty percent plus one (50% + 1) of the members entitled to vote. The members shall reserve the right to replace the arbitrator by a majority vote fifty percent plus one (50% + 1) of the members entitled to vote.

Section 5. INABILITY TO SELECT. Should the members be unable to select an arbitrator or a successor arbitrator, the deadlock, dispute or controversy shall be resolved in accordance with the Florida Arbitration Code, Chapter 682 of the Florida Statutes.

Section 6. FINAL DECISION. The decision of the arbitrator shall be final and binding upon all members. The members shall vote as the arbitrator directs.

Section 7. ENFORCEMENT. To enforce these provisions, the arbitrator may obtain an injunction from a court having jurisdiction to direct the members to vote as the arbitrator has determined.

Deleted: By-law changes shall be published for the prior two months in the Eagle newspaper of the official vote. Ballots will be distributed in the newspaper and available at the General Meeting.

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ARTICLE XVII RULES OF CONDUCT AT GENERAL MEMBERSHIP MEETINGS ═════════════════════ The Board or the President shall retain the authority to remove members from meetings if their conduct is disruptive and could cause cancellation of the meeting. This includes, but is not limited to removal for failure to desist from video-taping (if the individual being taped objects) audio-taping, loud behavior, etc. In an extreme case, if the individual refuses to leave the meeting, this could result in arrest of the offending party(s).

Should any action be considered necessary, a motion by the Board and/or members for an affirmative vote is recommended before action is taken. Should approval for action not be obtained, the Board may adjourn the meeting.

ARTICLE XVIII INTERESTED DIRECTORS ══════════════════════════ CONFLICT OF INTEREST. No contract or other transaction between the Association and one or more of its Directors, or between the Association and any other corporation, firm, association or other entity in which one or more of its Directors or Officers are financially interested, shall be permitted.

DATED:

September 2, 2021

I hereby certify that the foregoing is a true and correct copy of the By-laws as adopted by the Board of Directors at their meeting held on September 2, 2021.

By: _________________________________ Mark Kornmann, President