THE HAMMOCK BEACH ESTATES HOME OWNER'S ASSOCIATION, INC. (a corporation not for profit) 1. IDENTITY. These are the By-Laws of THE HAMMOCK BEACH ESTATES HOME OWNER'S ASSOCIATION, INC., called "Association", a Florida non-profit corporation. The Association has been organized pursuant to Chapter 61.7, Florida Statutes, to administer the Hammock Beach Estates Restrictive Covenants and Easements to be recorded in the Official Records of Flagler County, Florida. 1.1 The office of the Association shall be 2315 North A1A, Flagler Beach, Flagler County, Florida. 1.2 The fiscal year of the Association shall be as determined by the Board of Directors. 1.3 The seal of the corporation shall be in the form prescribed by the Board of Directors. 2. MEMBERSHIP, VOTING, QUORUM, PROXIES. 2.1 Membership in the Association, and voting by members shall be as set forth in the Articles of Incorporation, the applicable Declarative of Covenants, Restrictions and Easements. 2.2 A Quorum at members’ meetings shall consist of the owners of thirty per cent (30%) of the units, and decisions shall be made by the owners of a majority of the units represented at a meeting at which a quorum is present, except where approval by a greater number is required by the Declaration, the Articles of Incorporation, or the By-Laws. The joinder of a member in the action of a meeting by signing and concurring in the minutes thereof shall constitute the presence of such persons for the purpose of determining a quorum. 2.3 Voting. Votes for the election of directors and amendments to the Declaration, the Articles of Incorporation, or the By-Laws of the Association shall be cast in person or by absentee ballot only. Votes on all other matters shall be cast in person, by absentee ballot, or by proxy. Proxies shall be valid only for the particular meeting designated thereon and must be filed with the secretary before the appointed time of the meeting.
3. ANNUAL AND SPECIAL MEETINGS OF MEMBERSHIP. 3.1 The Special Members' Meeting shall be held whenever called by the President or Vice-President or by a majority of the Board of Directors and must be called by such officers upon receipt of a written request of one-third of the members. 3.2 The Annual members' Meeting shall be held at the Association office, or such other place designated by. the Board of Directors, at 7:00 p.m., local time, during the first week in December each year for the purpose of electing Directors and transacting any other business authorized to be transacted by the members; provided, however, if that date is a legal holiday, the meeting shall be held at the same hour on the next day that is not a holiday. 3.3 Notice of all members' meetings, including annual meetings, stating a time and place and the object for which the meeting is called shall be given by the President, Vice-President or Secretary unless waived In writing. Such notice shall be in writing and mailed by regular mail to each member at his address as it appears on the books of the Association and sha1l 1)e mailed not less than fourteen (14) days nor more than thirty (30) days prior to the date of the meeting . In addition, notice shall be posted in a conspicuous place on the subdivision property for at least fourteen (14) days prior to said meeting. 3.4 Voting. a. Each member shall have one vote for each lot owned by him. b. In case a lot is owned by more than one person, or by a corporation or other entity, its vote may be cast by any person designated in writing by all owners of the lot, or by the President in case of a corporation, and filed with the Secretary. Such designation shall be valid until revoked in writing. 3.5 Adjourned Meetings. In the absence of a quorum at any meeting, the members present may adjourn the meeting from time to time until a quorum is present. 3.6 The Order of Business. At annual Members' Meetings and as far as practical at other members meetings, shall be: a. calling of the roll and certifying proxies. b. Proof of notice of meeting. c. Reading and approval of minutes. d. Reports of officers and committees. e. Election of inspectors of elections. f. Election of directors. g. Unfinished business. h. New business. 3.7 Minutes of all meetings of the lot owners shall be kept in a book available for inspection by lot owners or their authorized representatives and Board Members at any reasonable time. The Association shall retain these minutes for a period of riot less than seven (7) years. 4. BOARD OF DIRECTORS. 4.1 The Board of Directors of the Association shall consist of not less than three nor more than five directors, the exact number to be determined at the time of election. 4.2 Election of directors shall be conducted in the following manner: a. Election of directors shall be held annually and concluded at the Annual Members’ Meeting. b. A Nominating Committee of three (3) members shall be appointed by the Board of Directors not less than ninety (90) days prior to the Annual Members’ Meeting. The Committee will draw up the procedures and rules for conducting the election and submit them to the Board for its approval not less than sixty (60) days prior to the Annual Members’ meeting. At least one member of the Committee will be a member of the Board of Directors. The Chair of the Committee will be decided upon by a vote of Committee members at its first meeting. c. Voting shall be by absentee ballot received before the commencement of the Annual Members’ Meeting or by ballot cast in person at the Annual Members’ Meeting. Only a plurality of the votes cast shall be required for election. Each person voting shall be entitled to vote for as many nominees as there are vacancies to be filled. The ballot shall provide for write-in votes. d. Except as to vacancies provided by removal of directors by members, vacancies in the Board of Directors occurring between annual meetings of members shall be filled by the remaining directors. e. Unless otherwise provided by law, any member of the board may be recalled and removed from office with or without cause by the vote or agreement in writing by a majority of all lot owners. A special meeting of the lot owners t9 recall a member or members of the board may be called by ten (l0'%) percent of the lot owners giving notice of the meeting as required for a meeting of lot owners and the notice shall state the purpose of the meeting.
4.3 The term
of each director’s service shall normally be for two years and shall extend until the
4.4 The Organizational Meeting of a newly elected Board of Directors 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 organization meeting shall be necessary . 4.5 Regular Meetings of the Board of Directors may be held at such time and place as shall be determined, from time to time, by a majority of the directors. Notice of regular meeting shall be given to each director personally or by mail, telephone or telegraph,, at least three (3) days prior to the date named for such a meeting, unless notice if waived. 4.6 Special Meetings of: the directors may be called by the president, and must be called by the secretary at the written request of one-third of the directors. Not less than three (3) days' notice of the meeting shall be given personally or by mail, telephone or telegraph, which notice shall state the time, place and purpose of the meeting. 4.7 Any director may waive notice of a meeting before or after the meeting, and such waiver shall be deemed equivalent to the giving of notice. 4.8 A quorum at directors' meeting shall consist of a majority of the entire Board of Directors. The acts approved by a majority of those present at a meeting in which a quorum is present shall constitute the acts of the Board of Directors, except where approval of a greater number of directors is required by the Declaration of Covenant Restrictions and Easements, the Articles of Incorporation these By-Laws. 4.9 The Presiding Officer of directors' meeting shall be the chairman of the board if such an officer has been elected; and if none, the president shall preside. In the absence of the presiding officer, the directors present shall designate one of their number to preside. 4.10 Meetings of the Board of Directors shall be open to all lot owners and notice of meeting shall be posted conspicuously, forty-eight (48) hours in advance for the attention of. lot owners except in an emergency. Minutes of all meetings of the Board shall be kept in a book available for. inspection by lot owners or their authorized representatives and Board members at any reasonable time. The Association shall retain these minutes for a period of not less than seven (7) years. 5. POWERS AND DUTIES OF THE BOARD OF DIRECTORS. 5.1 All of the powers and duties of the Association shall be exercised by the Board of Directors, including those existing under common law and the statutes, the Articles of Incorporation of the association, these By-Laws and the Declaration of Covenant Restrictions and Easements. 6. OFFICERS. 6.1 The executive officers of the Association shall be a President, a Vice-President:, and a Secretary, all of whom shall be elected annually by the Board of Directors at it's organizational meeting and who may be peremptorily removed by vote of the directors at: any meeting. Any person may hold two or more offices. except that the President shall not be also the Secretary or Vice-President. The Board of Directors may from time to time elect such other officers and designate their powers and duties as the Board shall find to be required to manage the affairs of the Association. 6.2 The President shall be the chief executive officer of the Association. he shall have all of the powers and duties which are usually vested in the office of President of an association, including but not limited to, the power to appoint committees from among the members of the Association from time to time, also he may in his discretion to determine appropriate, to assist in the conduct: of the affairs of the Association. 6.3 The Vice-President shall in the absence or disability of the President exercise the powers and perform the duties of the President. lie shall also generally assist the President and exercise such other powers and perform such other duties as shall be prescribed by the Directors. 6.4. The Secretary shall keep the minutes of all proceedings of the Directors and the members. He shall attend to the giving and serving of all notices to the members and other notices required by law. He shall keep the records of the Association, and shall perform all other duties incident to the office of secretary of an association as may be required by the directors or the President. 7 FISCAL MANAGEMENT. The provisions for fiscal management of the Association set forth in the Declaration of Covenant Restrictions and Easements shall be supplemented by the following provisions: 7 1 The assessment roll shall be maintained in a set of account books in which there shall be an account for each lot. Such an account shall designate the name and address of the owners, the dates and amounts in which assessments come due, the amounts paid upon the account and the balance due upon assessments. 7.2 Accounts. The receipts and expenditures of the Association shall be credited and charged to accounts under the following classifications shall be appropriate, all of which expenditures shall be common expense. a. Current Expenses , which shall include all receipts and expenditures within the year for which the budget is made including a reasonable allowance for contingencies and working funds, except expenditures chargeable to reserves or additional improvements. The balance in this fund at the end of each year shall be applied to reduce the assessments for current expenses for the succeeding year. b. Reserve for Deferred Maintenance, which shall include funds for maintenance items that occur less frequently than annually. c. Reserve for Replacement, which shall include funds for repair or replacement required because of damage, depreciation or obsolescence. d. Betterments, which shall include the funds to be used for capital expenditures for additional improvements or additional personal property that will be part of the common elements. The board of Directors is authorized to budget and expend up to $3000 for betterments in a budget year. The lot owners, in accordance with Article 7.6, must approve all betterment budgets and expenditures in excess of this $3000 limit.(Recorded August 31, 2007). 7.3 Budget. The Board of Directors shall adopt a budget for the calendar year which shall include the estimated funds required to defray the common expense and to provide an maintain funds for the foregoing accounts and reserves according to good accounting practices. Copies of the proposed annual budget will be considered, shall be mailed to each member not less than thirty (30) days prior to the meeting. Failure to do so shall not affect the liability of any member for payment of his proportionate share of the budget. If a budget is adopted by the Board which requires assessment against the lot owners in any fiscal or calendar year exceeding 115% of such assessments for the preceding year, upon written application of ten (10%) percent of the lot owners, a special meeting of the lot owners shall be held upon not less than ten (10) days written notice to each other, but within thirty (30) days of delivery of such application to the Board or any member thereof, at which special meeting lot owners may consider and enact a revision of the budget, or recall any and all members of the Board and elect their successors, unless at that time the developer is in control of the Board. The revision of the budget shall require a vote of not less than a majority of the whole number of votes of all lot owners. The Board may propose a budget at a meeting of members or by writing, and if such budget or proposed budget be approved by the lot owners at the meeting, or by a majority of their whole number by a writing, such budget shall not thereafter be examined by the lot owners in the manner hereinabove set forth, nor shall the Board be recalled under the terms of this section. In determining whether assessments exceed 115% of similar assessments for prior years, there shall be excluded in the computation any provision for reasonable reserves made by the Board in respect of repair or replacement of a common property or in respect of anticipated expenses by the Association which are not anticipated to be incurred on a regular or annual basis, and there shall be excluded from such computation, assessment for betterments to the common property. 7.4 Assessments. Assessments against the lot owners for their shares of the items of the budget shall be made for the calendar year annually in advance before December 1 preceding the year for which the assessments are made. Such assessments shall be due in accordance with the following schedule: 1. Annual assessment up to $200 shall be due in full by January 31st of the budget year. 2. Annual assessments between $200 and $400 shall be due in two equal payments. The first payment shall be due by January 31st., the second payment shall be due by July 31st of the budget year. 3. Annual assessment over $400 shall be due in four equal quarterly payments. The first payment shall be due by January 31st, the second payment shall be due by April 30th, the third payment shall be due by July 31st and the fourth payment shall be due by October 31st. (Recorded August 31, 2007) 7.5 Late fees: Late fees of $10 per month per lot owned will be assessed on payments received after January 31. These late fees will accrue for each month that the dues are not paid. Legal options (including property liens) will be enforced on members that are six months (or more) delinquent. The Board of Directors will deliver a notice of proposed legal action to the delinquent lot owner by certified mail. The unpaid balance of the assessment and late fees shall come due in full upon the date stated in the notice, but not less than ten(10) days after delivery of the notice to the lot owner, or not less than twenty (20) days after the mailing of such notice to him by certified mail, whichever shall first occur. If the payment is not received, the Board will initiate appropriate legal action. (recorded August 31, 2007) 7.6 Assessment for Emergencies. Assessments for common expenses of emergencies that cannot be paid from the annual assessments for common expenses shall be made only after notice of the need for such is given to the lot owners. After such notice and upon approval in writing by persons entitled to cast more than one-half (1/2) of the votes of the lot owners, the assessment shall become effective, and it shall be due after thirty (30) days notice in such manner as the Board of Directors may require. 7.7 The depository of the Association shall be such bank or banks as shall be determined by the directors from time to time and in which the monies of the Association shall be deposited. Withdrawal of monies from such accounts shall be only by checks signed by such persons as are authorized by the Directors. 7.8 Written Summaries of the accounting records of the Association shall be supplied at least annually to each lot owner. 8. PARLIAMENTARY RULES. Robert's Rules of Order (latest edition) shall govern the conduct of the Association meetings when not in conflict with the Declaration of Restrictive Covenants and Easements, Articles of Incorporation or these By-laws. 9. AMENDMENTS. These By-laws may be amended in the following manner: 9.1 Notice of the subject matter of a proposed amendment shall be included in the notice of any meeting at which a proposed amendment is considered. 9.2 A resolution adopting a proposed
amendment may be proposed by either the Board of Directors or by the members of
the Association. Directors and members not present in person or by proxy at the
meeting considering the amendment may express their approval in writing,
provided such approval is delivered to the Secretary at or prior to the
meeting. Except as elsewhere provided, such approval must be by not less than
two-thirds (2/3) of the entire membership of the Board of Directors and by not
less than two-thirds (2/3) of the the members of the Association voting in person
or by absentee ballot. 9.3 Proviso. Provided, however, that no amendment shall discriminate against any lot owner nor against any lot or class or group of lots unless the lot owner so affected shall consent. No amendment shall be made that is in conflict with the Articles of Incorporation or the Declaration of Restrictive Covenants and Easements. The foregoing were adopted as the By-laws of THE HAMMOCK BEACH ESTATES HOME OWNER'S ASSOCIATION, INC., a corporation not-for-profit under the laws of the State of Florida, at the first meeting of the Directors held on the 24th day of January 1990, and reflects amendments approved by the members of the association and recorded in the official records of Flagler County through September 30, 2007. signed by Paul Zacharias as the President, October 5, 2007
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