BYLAWS

OF

WHISPERING PINES MOBILE HOMEOWNERS’ ASSOCIATION, INC OF KISSIMME

 A Not-For Profit Florida Corporation

ARTICLE 1. NAME, REGISTERED

OFFICE AND REGISTERED AGENT

Section 1.1. NAME:  The name of this corporation (hereinafter referred to as the “Association”) is:

WHISPERING PINES MOBILE HOMEOWNERS’ ASSOCIATION, INC OF KISSIMMEE

Section 1.2. REGISTERED OFFICE, AND REGISTERED AGENT. The location of the principal business shall be the address of the current President/Chairperson of the Association or the registered agent of the Association.

Of

The Association or the registered agent of the Association.

Daniel W. Perry, Attorney

4767 New Board Street

Orlando, Fl 32814

Section 1.3.  NET INCOME/EARNINGS. No part of the net income or earnings of the corporation shall be used for the benefit of any individual member or be distributed to the members except that the corporation shall be authorized and empowered to pay for services rendered.

 ARTICLE II.

SEAL

Section 2.1. SEAL. The seal of this Association shall have inscribed on it the name of this Association, the date of its organization and the words “Corporate Seal, State of Florida” or the words “corporate Seal” or their equivalent. It may be changed or renewed only upon order of the Board of Directors. It shall be imprinted upon all legal documents and on special awards. The design of an official emblem, pins or other jewelry shall be approved by the Board of Directors and procured as prescribed by the Board of Directors.

ARTICLE III

POWERS

Section 3.1. POWERS. The Directors of this Association and the operation of the Association itself shall be governed by the Bylaws.

ARTICLE IV.

MEMBERSHIP and DUES

Section 4.1. MEMBERS. All persons owning mobile homes located in Whispering Pines Mobile Home Community, Kissimmee, Florida (the “community”) shall be eligible for membership in this Association, except that any person related to the park owner including but not limited to employees, agents, shareholders, officers, directors, partners or relatives by blood or marriage shall not be eligible for any type of membership. These restrictions may be waived by a majority vote of the Board of Directors.

Section 4.2. ASSOCIATE MEMBERS. All persons (other than in 4.1) renting a mobile home in the park shall be eligible for associate memberships. Associate members shall pay the same dues as members and shall be entitled to all benefits except that associate members shall have no voting rights.

Section 4.3. DUES. Dues are payable on the first day of January of each calendar year. Annual dues will be determined by the Board of Directors and payment thereof will be a condition of exercising voting rights and privileges of membership.

Section 4.4. TRMINATION OF MEMBERSHIP. Automatic termination of membership will occur when dues remain delinquent after the fifteenth day of January of the calendar year in which dues become due or eviction from Whispering Pines Community.

ARTICLE V.

MEETINGS OF MEMBERS

Section 5.1. PLACE OF MEETINGS. Meetings of the members shall be held at the office or the Association, the park Clubhouse, or recreation hall or at any other place within the State of Florida that the Board of Directors or members may from time to time elect.

Section 5.2. 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 annual meeting of the members shall be held on the fourth Monday of each March thereafter, at a time to be designated by the Board of Directors. If the day for the annual meeting of the members is a legal holiday, the meeting will be held at the noticed hour on the first day following which is not a legal holiday. At the annual meeting the members shall elect a Board of Directors in accordance with these Bylaws and to hear annual reports for all Officers and Committee Chairpersons. Other business shall be transacted if deemed necessary. If an annual meeting has not been called and held within six months after the time designated for the annual meeting, and member or members may call the meeting.

Section 5.3. SPECIAL MEETINGS. Special meetings of the members may be called at any time by the President or by the majority of the Board of Directors. Special meetings shall be held if ten (10%) percent of the members sign, date, and deliver one (1) or more written demands for the meeting to the corporation’s secretary. Said demands must describe the purpose of purposes for which the meeting is to be held.

Section 5.4. NOTICE OF MEETINGS. Written notice of all special or regular meeting of the members, stating the time, day and hour of the meeting, and in the case of a special meeting, the purpose(s) of the meeting, shall be given by the President/Secretary of the Association, or by the person authorized to call the meeting, to each member of record entitled to vote at the meeting. This notice shall be sent, hand delivered or electronically transmitted (via e-mail with written consents) to each member at least 48 hours before the date for the meeting. Notice of annual meeting shall be as set forth above except that all notices of annual meetings shall be sent/delivered to the member’s address appearing on the books of the Association. In addition, the notice of regular, special and annual meetings shall be posted in a conspicuous place on the community property at least 2 days (48 hours) prior to the meeting. Unless a member waives in writing the right to receive notice of the annual meeting, the notice of the annual meeting shall be delivered to each member, and thereof shall constitute notice.

Section 5.5. AFFIRMATION OF NOTICE.  An officer of the Association shall provide an Affidavit affirming that the notices were mailed or hand delivered, electronically transmitted and posted in a conspicuous place on the community property, in accordance with Section V hereof and said statement shall be filed in this Association’s records.

Section 5.6. WAIVER OF NOTICE. Members may waive notices of a special meeting or annual meeting in writing either before or after the meeting, and the waiver shall be deemed the equivalent of giving notice.  Members may receive notice of meetings via e-mail with written consent to the Association.

Section 5.7. VOTING RIGHTS AND REGULATIONS.  In any regular or special membership meeting the (annual paid dues) owners of a mobile home located on a lot in the community (unit) shall be entitled to cast one (1) vote for each unit. If a unit is owned by more than one (1) person his or her right to vote shall be established by the record title of the unit. If a unit is owned by more than one (1) person or is under lease, the person entitled to cast the vote for the unit shall be designated by a Certificate signed by all of the Record Owners of the unit and filed with the Secretary of the Association. In the event a unit is owned by a corporation, the person entitled to cast the vote shall be designated by Certificate signed by of the the offices of the corporation with the formalities required of a deed and filed with the Secretary of the Association. Such Certificate shall be valid until it is revoked or superseded by a subsequent Certificate or until the ownership of the unit is changed or recorded. For the purpose of this paragraph a purchaser under a Contract for Sale, shall not be regarded as an owner. The proper filing of a Certificate designating the person entitled to case the vote of a unit is a condition precedent to that person’s ownership of the unit is changed or recorded. In the event such Certificate is not on file the vote of such owner shall not be considered in determining whether a quorum is present or for any other purpose, except if the home is owned jointly by a husband and wife. If a home is owned jointly by a husband and wife, they may, without being required to do so, designate a voting member, the following provisions shall apply:

A. If both spouses are present at a meeting and are unable to concur in their decision upon any subject requiring their vote, they shall lose the right to vote on that subject at that meeting, provided that their vote shall be considered in determining whether a quorum is present on that subject at the meeting.

B. If only one (1) spouse is present at a meeting, the person present shall be counted for the purposes of a quorum and may cast the vote for the home, just as though he or she owned the home individually, and without establishing the concurrence of the absent owner.

C. If both spouses are present and at a meeting and concur, either one may cast the vote for the home.

Section 5.8. QUORUM. The presence in person or by proxy of 20% of the members entitled to vote shall constitute a quorum at meetings. Decisions shall be made by a majority of members represented at a meeting which a quorum is present and the affirmative vote of those members present and entitled to vote shall be the act of the Association. Meetings of members for informational, reporting and discussion purposes may be held without the presence of a quorum.  No action or other business requiring the vote of members may be taken without the presence of a quorum.  The exercise of the right to purchase the Park, as set forth in Chapter 723.071, Florida Statues, is accomplished by the Homeowners Association, through its Board of Directors, and a vote of the membership is not required for the Board to exercise its right to enter into an agreement to purchase the Park. However, any meetings of the members at which a decision or action may be taken relating to the exercise of the right

 provided in Chapter 723.071, the presence in person or by proxy of a majority (50%+1) of the members entitled to vote shall constitute a quorum.

Section 5.9. CONDUCT. All meetings of the Association and its committees shall be conducted in accordance with Robert’s Rules of Order and the Bylaws of the Association. In the event there are questions as to procedure, the president officer shall refer the question to the Parliamentarian for a ruling thereon. If no Parliamentarian has been appointed, the president officer shall make the ruling. Unless authorized by the President, only members in good standing may address the chair.

Section 5.10. ORDER OF BUSINESS. The order of business at all “Annual” or special meetings of the members shall be as follows:

A.    Roll Call

B.    Proof of notice of meeting or waiver of notice

C.    Reading of minutes of previous meeting

D.    Report of Officers

E.     Report of committees

F.     Election of directors (if election is held)

G.    Unfinished business

H.    New business

I.      Adjournment

Section 5.11. MINUTES. Minutes of all meetings of members shall be kept in a businesslike manner and shall be available for inspection by members, or their authorized representatives, and board members at reasonable times. The Association shall retain these minutes for a period of not less than seven (7) years.

Section 5.12. ADJOURNMENTS.  Any meeting of members may be adjourned. Notice of the adjourned meeting or of the business to be transacted there, other than by announcement at the meeting at which the adjournment is taken shall not be necessary. If, however, after the adjournment the board fixes a new record date for the adjourned meeting, a notice of the adjourned meeting shall be given in compliance with Section 5 hereof to each member of record entitled to vote at such meeting. At an adjourned meeting at which a quorum is present, any business may be transacted which could have been transacted at the meeting originally called.

Section 5.13. FIXING OF RECORD DATE. For the purpose of determining members entitled to notice of, or to vote at, any meeting of members, or any adjournment thereof, or in order to make a determination of members for any other purpose, the Board of Directors may fix in advance a date as the record date for any such determination of members, such date in any case to be not more than (30) day and, in case of a meeting of members, such date in any case to be note more than thirty (30) days, and in case of a meeting of members, not less than ten (10) days prior to the date on which the particular action requiring such determination of members entitled to notice or to vote at a meeting of members, the date on which notice of the meeting is mailed, shall be the record date for such determination of members. When a determination of members entitled to vote at any meeting of members has been made, as provided herein, such determination shall apply to any adjournment thereof, unless the Board of Directors fixes a new record date for the adjourned meeting.

Section 5.14. VOTING LIST. The officer or agent having charge of the membership books of the Association shall make at least ten (10) days before each meeting of members a complete list of the members entitled to vote at such meeting or any adjournment there. Such list shall be kept on file at the registered office of the Association for a period of ten (10) days prior to such meeting, and shall be subject to inspection by any member at any time during usual business hours. Such list shall also be produced and kept open at the time and place of the meeting and shall be subject to the inspection of any member at any time during the meeting.

ARTICLE VI.

BOARD OF DIRECTORS; SELECTION – TERM OF OFFICE

Section 6.1. NUMBER. The business and affairs of the Association shall be managed and governed by a Board of Directors comprised of five (5) directors whose term of office shall be two (2) years, none of whom need to be a resident of the State of Florida. All Directors shall be in good standing with their membership dues.

Section 6.2. TERM OF OFFICE. Those persons named in the Articles of Incorporation as directors shall hold office and comprise the Board of Directors until the first meeting of the members, at which meeting an election of directors shall be held and the successors to the original directors chosen by the members. A rotating pattern of alternately elected three (3) new Directors in the even numbered years and two (2) new Directors in the odd number years at the Annual Meeting in March is mandated. There shall be no restrictions on the number of terms for which a director of this Association may be elected. The directors shall hold office until their successors have been elected and have qualified.

Section 6.3  BOARD MEMBER TRAINING PROGRAM (723.0781, F.S.)

A. Within ninety (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 educational curriculum approved by the division within one (1) year before or ninety (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.

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

C. The Secretary of the Association shall retain as director’s 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.

Section 6.4. REMOVAL-VACANCY.  Any director may be removed from the Board with or without cause, by a majority of the members of the Association. A special meeting to recall a member or members of the Board of Directors may be called by ten (10%) percent of the members giving notice of the meeting as required for a meeting of members and the notice shall state the purpose of the meeting. Electronic transmission may not be used as a method of giving notice of a meeting called in whole or in part for this purpose. In the event of death, removal of a director or any other vacancy created by reason of an increase in the number of directors, the vacancy may be filled by the affirmative vote of a majority of the remaining members of the Board of Directors. A director elected to fill a vacancy shall hold office until the next election of directors.

Section 6.5.  RECALL BINDING ARBITRATION.  Recall of Board members must be consistent with Chapter 723.078(1-8) I, F.S. and Chapter 61B-50.  The Rules of Procedure Governing Recall Arbitration.

Section 6.6. COMPENSATION. No director shall receive compensation for any service he or she may render to the Association. However, any director may be reimbursed for actual expenses incurred in the performance of his or her duties. A director may serve the Association in a capacity other than director and receive compensation for the services rendered in that other capacity.

Section 6.7. FIDUCIARY DUTY. The directors of the Association have a fiduciary duty to the members when acting on behalf of the Association.

ARTICLE VII.

NOMINATION AND ELECTION OF DIRECTORS

Section 7.1. NOMINATION. Nomination for election to the Board of Directors shall be made by a Nominating Committee. Nominations from the floor shall be accepted at the February  meeting if qualified. The Nominating Committee shall consist of a member of the Board of Directors, a chairperson, and two or more members of the Association.  The Chairman of the Board will appoint a nomination committee consisting of a chairperson.

Section 7.2. ELECTION. Election to the Board of Directors shall be by secret written ballot. At such election the members shall cast one (1) vote per vacancy. The committee will conduct the election on the day of the Annual Meeting. The ballots shall be distributed either by mail or hand delivered together with the notice of the date of the election and the annual meeting.  The persons receiving a plurality of the votes cast for each seat shall be elected. (Seats are numbered 1-5). The ballot will be appropriately marked in accordance with the instructions; placed in an envelope and sealed. The voter will sign and place his lot number on the outside of the sealed envelope. All envelopes will be opened by the election committee during the counting of the ballots.

ARTICLE VIII.

MEETINGS OF DIRECTORS

Section 8.1. REGULAR MEETINGS. Regular meetings of the Board of Directors shall be held on a monthly bases and at least no less than six (6) times each year. Notice of the date, time and place of all regular meetings of the Board of Directors shall be posted in a conspicuous place upon community property at least forty-eight (48) hours in advance, except in an emergency. Notice of any Directors meeting regular, special or emergency in which assessments against members will be considered for any reason shall specifically contain a statement that assessments will be considered and the nature of such assessments.

Section 8.2. SPECIAL AND EMERGENCY MEETINGS. Special and emergency meetings shall be held when the President of the Association or by any two (2) directors, after not less than three (3) days notice to each director of the date, time and place of the meeting. Notice of special or emergency meetings shall be posted in a conspicuous place upon community property at least forty-eight (48) hours in advance, except in an emergency. The notice of special meetings shall contain the purpose(s) of the meeting. Polling of the majority of the Board shall be considered to be action of the Board. Polling of the majority of the Board shall be considered to be action of the Board. Minutes shall be certified and recorded. Subjects may include redesignation of the Homeowners Committee, filling vacancies on the Board of Directors of office of the Association and the conduct of necessary or important business while a majority of the Board of Directors is not present in the State of Florida. 

Section 8.3. ACTION BY WRITTEN AGREEMENT.  The Board of Directors may act or render decisions by written agreement without meetings on the condition that the written agreement is agreed to and signed by all of the Board of Directors and the written agreement is posted in a conspicuous place upon park property within fourteen (14) days after the date of the written agreement.

Section 8.4. OPEN MEETINGS. All regular and special meetings of the Board of Directors shall be open to all members of the Association. Alcoholic beverages shall not be provided or served at the meetings or at any social function. The policy of “bring your own beverage” will be allowed only at social functions.

Section 8.5. 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 the 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. A director may join in the action of a meeting of the Board by signing the minutes determining the quorum. If at any meetings of the Board there shall be less than a quorum present, the majority of those present may adjourn the meeting from time to time until a quorum is present. At any meeting that takes place on account of a previously adjourned meeting, any business which might have been transacted at the meeting originally called may be transacted. In the case of the adjournment of a meeting, no further notice of the adjourned meeting need to be given unless otherwise determined by the Board. A Board or committee member’s participation in a meeting via telephone, real-time videoconferencing, or similar real-time telephonic, electronic video communication counts toward quorum, and such member may vote as if physically present as long as all members can hear each other.

Section 8.6 E-Mail.  Members of the board of directors may use e-mail as a means of communication but must not cast a vote on an Association matter via e-mail.

Section 8.7. 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, or their authorized representatives, and Board members at reasonable times. The Association shall retain these minutes for not less than seven (7) years.

Section 8.8. BUDGET/FINANCIAL COMMITTEE. The annual budget of the Association may be adopted by the members or by the Board of Directors as determined by resolution of the Board of Directors. The Board of Directors shall make available the meeting notice and copies of the proposed annual budget of expenses to the members not less than thirty (30) days prior to the meeting at which the budget will be considered. If the budget is adopted by the Board of Directors, the members shall be given notice of the time and place, as aforesaid, of the meeting of the Board of Directors at which the budget will be considered. This meeting shall be open to all members. If the budget to be adopted by the members per resolution of the Board of Directors, the Board shall propose a budget to the members at a meeting of the members, or in writing, and if the budget or proposed budget is approved by the members at the meeting or by a majority of their whole number in writing, that budget shall be adopted.

The Treasurer shall issue signed receipts for all monies received. Reimbursement for out-of-pocket expenses must not exceed the sum of seventy-five ($75.00) dollars and must be accompanied by a pre-paid receipt or by an invoice to be paid at a later date. Reimbursement for items of seventy-five ($75.00) dollars or more requires approval of the Board of Directors and requires two (2) signatures.

Section 8.9. PARLIAMENTARIAN. The Board may appoint a parliamentarian whose duties shall be prescribed by the Board.

ARTICLE IX.

OFFICERS

Section 9.1. ENUMERATION OF OFFICERS.  The officers of the Board of Directors and the Association shall be one and the same and shall be a president, a vice-president, a secretary and a treasurer, and such other officers as the Board may from time to time by resolution create. All officers shall, at all times, be members of the Board of Directors and no officers may be elected or appointed who are not members of the Board of Directors. All officers shall serve without compensation of any kind, but such officers may be reimbursed for their out-of-pocket expenses incurred on behalf of the Association provided such expenditures have been approved by the Board of Directors.

Section 9.2. ELECTION OF OFFICERS. The election of offices shall take place at the first meeting of the Board of Directors which shall immediately follow the adjournment of each annual meeting of the members.

Section 9.3. TERM. The officers shall be elected annually by the Board of Directors and each shall hold office as follows: President, Vice-President, Treasurer, Secretary and Directors and large. Unless, they shall sooner resign, or be removed or otherwise disqualified to serve.

Section 9.4. SPECIAL APPOINTMENTS.  The Board may select 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. Such additionally elected officers shall be chosen from the Board of Directors and shall at all times be members of the Board of Directors.

Section 9.5. COMMITTEES. The Board may appoint regular and special committees to serve for the purposes designated by the Board and for such terms as determined by the Board.

Section 9.6. RESIGNATION AND REMOVAL. Any officer may be removed from office with or without cause by a majority vote of the Board. Any officers may resign at any time by giving written notice to the Board, the president or vice-president. Such resignation shall take effect on the date of receipt of such notice or at such later time specified therein, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.

Section 9.7. VACANCIES. A vacancy in any office may be filled by appointment by a majority of the Board. The officer appointed to such vacancy shall serve for the remainder of the terms of the officer he or she replaces and is required to comply with Section 6.3.

Section 9.8.  END OF SERVICE.  An outgoing Board or Committee member must relinquish all official records and property of the Association in his or her possession or under his or her control to the incoming Board within five (5) days after the election or removal.

Section 9.9. MULTIPLE OFFICES. The offices of president and secretary may not be held by the same person.

Section 9.10. DUTIES.  Duties of the officers are as follows.

A. PRESIDENT: The president shall preside at all meetings of the Board of Directors; see that orders and resolutions of the Board are carried out; shall sign all leases, mortgages, deeds and other written instruments, if determined by resolution of the Board and shall co-sign all checks and promissory notes, and shall have all of the powers and duties which are usually vested in the office of president of a corporation.

B. VICE PRESIDENT: The vice-president shall act in the place and stead of the president in the event of their absence, inability or refusal to act, and shall exercise said discharge and discharge such other duties as may be required of him or her by the Board of Directors.

C. 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; and shall also issue all membership cards, can collect dues and keep a record to turn over to the Treasurer of all members and dues received.

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; keep the corporate seal of the Association and affix it to all papers requiring such seal; shall sign all checks and promissory notes of the Association; keep proper books of account; if determined by resolution of the Board shall cause an annual audit of the Association books to be made by a committee appointed by the Board of Directors at the completion of each fiscal year; and shall prepare a statement of income and expenditures to be presented to the membership at its regular annual meeting, and make copies available to members if desired.

E. CUSTOMARY DUTIES: The officers in addition to the duties specifically set forth herein, shall perform the duties of those offices customarily preformed by officers of corporations.

F. THE IMMEDIATE PAST PRESIDENT of the Association shall become an “ex officio” member of the Board of Directors. As an “ex officio” member, the immediate past president shall have no voting rights and shall act in an advisor position only unless they remain on the Board of Directors in another capacity such as Director or an officer.

Section 9.11. COMPENSATION. The officers shall serve without compensation.

ARTICLE X.

ELECTRONIC TRANSMISSION

Section 10.1. ELECTRONIC TRANSMISSION OF NOTICES.  Definition- “Electronic Transmission” means a form of communication, not directly involving the physical transmission or transfer of paper, that creates a record that may be retained, retrieved, and reviewed by a recipient and that may be directly reproduced in a comprehensible and legible paper form by the recipient through an automated process, such as a printer or copy machine. Examples of electronic transmission include, but not limited to, telegrams, facsimile transmission of images, and text that is sent via electronic mail between computers. Electronic transmission does not include oral communication by telephone.

Section 10.2.  E-MAIL RECORDS

A.  The official records of the association shall include electronic mailing addresses and numbers of members who have consented to receive notices by electronic transmission.

B.  The e-mail addresses and numbers provided by members to receive by electronic transmission shall be removed from Association record when consent to receive notice by electronic transmission is revoked. However, the Association is not liable for an erroneous disclosure of the e-mail address or the number for receiving electronic transmission of notices.

               C.  E-mail addresses and personal identification information of any person are not available for inspection.

D.  Notices required for the annual meeting at which the election of directors takes place may be by mail, hand-delivered, or electronic transmission.

E.  Notice of meetings of the Board, its committees, and members may be electronic transmission if Home Owners consent.

               F.  Notice of meetings to RECALL Board members cannot be given by electronic transmission.

               G.  The use of E-mail at a regular, special, or emergency meeting is not permitted.

H.  Members of the Board of Directors and Committee meeting may use E-mail as a form of electronic transmission, but may not use E-mail as a method to cast a vote.

ARTICLE XI.

ACCOUNT RECORDS, FISCAL MANAGEMENT; ASSESSMENTS

Section 11.1. BOOKS AND RECORDS.  The Association shall keep current 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 at reasonable times. Such authorization as a representative of a member must be in writing and signed by the person giving 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. Such receipts, if made available shall include a record of all receipts and expenditures.

Section 11.2. FISCAL YEAR. In administering the finances of the Association, the following procedures shall govern;

               A. The fiscal year shall be the calendar year;

B. Any monies received by the Association in any calendar year may be used by the Association to pay expenses incurred in the same calendar year subject to the provisions for excess revenues set forth in Section 3 of this Article.

C. There shall be apportioned between calendar years on a pro rata basis any expenses which are prepaid in one calendar year for operating expenses which cover more than such a calendar year.

D. Items of operating expenses incurred in a calendar year shall be charged against income for the same calendar year regardless of when the bill for such expenses is received.

E. Board of Directors shall have the discretion to allocate the annual dues between reserves; i.e. legal funds, for future expenses and current expenses. Legal expenses shall be such items as:

                              Attorney fees and costs

                              Litigation expenses

                              Liability insurance premiums

Expenses associated with statutory requirements, or actions involving disputes with the management of the community

                              Such items as listed above but not limited to those items.

Section 11.3. ASSESSMENTS. Assessment for operating expenses and such other assessments as the Board of Directors may determine by resolution shall be payable as determined by the Board of Directors. Each member is obligated to pay the Association annual and special assessments as determined by the board of Directors. Assessments shall be made against members in amounts no less than are required to provide funds in advance for all the anticipated current operating expenses and for all of the unpaid operating expenses previously incurred. Notwithstanding the foregoing, the assessments for operating expenses or other expenses and any periodic installments thereof shall be of sufficient magnitude to insure an adequacy and availability of cash to meet all expenses in any calendar year. In the event that the Board of Directors should anticipate that the Association may end its fiscal year with excess assessments (in cash or taxable income), or should that event in fact occur, then the Board of Directors may vote to apply said excess towards the operating expenditures of the subsequent year.

Section 11.4.  LEGAL FUNDS  10% of all funds under the control of this Association shall be set aside for the purpose of legal defense provided it does not create a deficit.

Section 11.5. ANTICIPATED REVENUE-DEFICIT. The Board shall not be required to anticipate revenue from assessments or expend funds to pay for operating expenses not budgeted which shall exceed budgeted items, and the board is not required to engage in deficit spending. If there exists any deficiency which results from there being greater operating expenses than income or money from assessments, then such deficit shall be carried into the next succeeding year’s budget as a deficiency and shall be the subject of an applicable assessment.

Section 11.6. DEPOSITORY.  The depository of the Association shall be such bank or banks as shall be designated from time to time by the Board of Directors in which the monies of the Association shall be deposited. Withdrawal of monies from such account shall be only by checks signed by such persons as are authorized by the Board. Check withdrawals of monies in the amount of $75.00 dollars or more shall be signed by two (2) such persons as authorized by the Board.

Section 11.7.  DISSOLUTION OF THE ASSOCIATION. In the event of the dissolution of this Association, the assets shall be assigned as follows: All liabilities shall be paid, discharged or adequate provisions made therefore. All remaining assets shall be equally and evenly divided amount the members in good standing.

ARTICLE XII.

FIDUCIARY RELATIONSHIP

Section 12.1. FIDUCIARY RELATIONSHIP. The officers and directors of the Association shall have a fiduciary relationship to the members.

ARTICLE XIII

INDEMNIFICATION

Section 13.1. 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 majority vote of a quorum of members, who are not parties to such action, suit or proceeding, in the manner provided in the applicable Chapter of the Florida Statutes. If such indemnification is authorized by the 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 Statute upon receipt of an undertaking by or on behalf of the director, officer, employee, or agent to repay such amount unless they are found to be entitled to such indemnification.

ATICLE XIV

AMENDMENT OF BYLAWS

Section 14.1. AMENDMENT OF BYLAWS. These Bylaws may be amended by majority votes of the Board of Directors of this Association at any duly noticed regular or special meeting. The notice of any meeting at which amendments of the Bylaws are to be considered shall contain a statement that amendments to the Bylaws shall be considered.

Section 14.2.  POWERS OF 723  The by-laws of this Association will be consistent with the intent of 723 and not to be used to circumvent such intent. In the absence of a specific by-law, 723 will be the ruling document.

ARTICLE XV

AMENDEMNT OF ARTICLES OF INCORPORATION

Section 15.1. AMENDMENT OF ARTICLES OF INCORPORATION.  The Articles of Incorporation of this Association may be amended by majority vote of the members present at a meeting, at which al quorum is present. The notice of any meeting at which amendments of the Articles of the Incorporation are to be considered shall contain a statement that amendments to the Articles of Incorporation shall be considered.

ARTICLE XVI

LOANS

Section 16.1. LOANS. No loans shall be contracted on behalf of the Association, and no evidences of indebtedness shall be issued in its name, unless authorized by a resolution of the Board of Directors. Such authority may be general or confined to specific instances.

ARTICLE XVII

DEADLOCK

Section 17.1. SUBMISSION TO ARBITRATION. Should deadlock, dispute or controversy arise among the members or directors of the Association in regard to matters of management and company policy or matters arising under the provisions of the charter and would 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 17.2. DETERMINATION BY ARTITRATION. Should the members or directors be unable to agree as to the scope of this provision or the application of this provision to the deadlock, dispute or controversy lat issue, the scope and applicability of this provision shall be determined by the arbitrator.

Section 17.3. NOTICE. Notice shall be given by such objecting or dissenting member(s) that such deadlock exists within fifteen (15) days of such deadlock, by certified mail, postage prepaid, addressed to the remaining member(s) at the addresses listed on the corporate books.

Section 17.4. SELECTION OF ARBITRATOR. The members shall then select an arbitrator within 60 days of the receipt of such notice of deadlock, upon a unanimous vote of the members entitled to vote. The members shall reserve the right to replace the arbitrator by unanimous vote of the members entitle to vote.

Section 17.5. 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 17.6. FINAL DECISION. The decision of the arbitrator shall be final and binding upon all members. The members shall vote as the arbitrator shall direct.

Section 17.7. 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.

ARTICLE XVIII

INTERESTED DIRECTORS

Section 18.1. 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 are directors or officers, or are financially interested, shall either be void or voidable for this reason alone or by reason alone that such director or directors are present at the meeting of the Board of Directors, or of a committee thereof, which approves such contract or transaction, or that his or their votes are counted for such purpose:

1. the fact of such common directorship, officership or financial interest is disclosed, or known to the Board of committee, and the Board or committee approves such contract or transaction by vote sufficient for such purpose without counting the vote or votes of such interested director or directors; or

2. such common directorship, officership or financial interest is disclosed or known to the members entitled to vote thereon, and such contract or

3. the contract or transaction is fair and reasonable as to the Association at the time it is approved by the Board, a committee or the members.

Section 18.2. QUORUM. Common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board or of a committee which approves such contract or transaction.

Dated  October 12, 2017

I hereby certify that the foregoing is a true and correct copy of the Bylaws of adopted by the Board of Directors at their meeting held on the 12th day of October, 2017.

 By President: __Brian Norton

Revision 12 October 2017