BYLAWS OF PARKSIDE PLACE HOMEOWNERS’ ASSOCIATION, INC.
Florida corporation not-for-profit
1. GENERAL PROVISIONS.
[OR 4249.3406]
1.02 Principal Office. The principle office of the ASSOCIATION shall be at Parkside Place.
1.03 Fiscal Year. The fiscal year of the ASSOCIATION shall be the calendar year.
1.04 Seal. The seal of the ASSOCIATION shall have inscribed upon it the name of the ASSOCIATION, the year of its incorporation and the words “Corporation Not-for-Profit .” The seal may be used by causing it, or a facsimile thereof, to be impressed, affixed or otherwise reproduced upon any instrument or document executed in the name of the ASSOCIATION.
1.05 Inspection of Books and Records. The books and records of the ASSOCIATION shall be open to inspection by all OWNERS or their authorized representatives, and all holders, Insurers or guarantors of any first mortgage encumbering a LOT, upon request, during normal business hours or under other reasonable circumstances. Such records of the ASSOCIATION shall include current copies of the DECLARATION, ARTICLES and BYLAWS, and any amendments thereto, any contracts entered into by the ASSOCIATION, and the books, records and financial statements of the ASSOCIATION. The ASSOCIATION shall be required to make available to prospective purchasers of LOTS current copies of the DECLARATION, ARTICLES and BYLAWS, and the most recent annual financial statement of the ASSOCIATION.
1.06 Definitions. Unless the context otherwise requires, all terms used in these BYLAWS shall have the same meaning as are attributed to them in the ARTICLES, and the DECLARATION.
2. MEMBERSHIP IN GENERAL.
2.01 _Qualification. Pursuant to the ARTICLES, all of the record owners of the LOTS shall be members of the ASSOCIATION. Membership for each lot shall be established upon the recording of the DECLARATION.
2.02 Changes in Membership. The transfer of the ownership of any LOT, either voluntarily or by operation of law, shall automatically terminate the membership of the prior owner, and the transferee or new owner shall automatically become a member of the ASSOCIATION. It shall be the responsibility of any such transferor and transferee of a LOT to notify the ASSOCIATION of any change in the ownership of any LOT, and the corresponding change in any membership, by delivering to the ASSOCIATION a copy of the deed or other instrument of conveyance which establishes a transfer of ownership. In the absence of such notification, the ASSOCIATION shall not be obligated to recognize any change in membership or ownership of a LOT for purposes of notice, voting, ASSESSMENTS, or for any other purpose.
2.03 Member Register. The secretary of the ASSOCIATION shall maintain a register In the office of the ASSOCIATION showing the names and addresses of the members of the ASSOCIATION. It shall be the obligation of each member of the ASSOCIATION to advise the secretary of any change of address of the member, or of the change of ownership of the member’s LOT, as set forth above. Any member who mortgages his LOT shall notify the ASSOCIATION of the name and address of his mortgagee and shall file a copy of the mortgage and underlying promissory note with the ASSOCIATION. Any member who satisfies the mortgage encumbering his LOT shall also notify the ASSOCIATION thereof, and shall file a copy of the satisfaction of mortgage with the ASSOCIATION. The names and addresses of any such mortgagee shall also be maintained in the member register.
3. MEMBERSHIP VOTING
3.02 Majority Vote and Quorum Requirements. The acts approved by a majority of the votes present in person or by proxy at a meeting at which a quorum is present shall be binding upon all members and OWNERS for all purposes, except where otherwise provided by law, in the DECLARATION, in the ARTICLES, or in these BYLAWS. Unless otherwise so provided, at any regular or special meeting, the presence In person or by proxy of persons entitled to cast the votes for one-third of the LOTS shall constitute a quorum.
3.03 Determination as to Voting Rights.
3.03.02 In the event any LOT is owned by more than one person or by an entity, the vote for the LOT may be cast at any meeting by any co-owner of the LOT provided, however, that in the event a dispute arises between the co-owners as to how the vote for the LOT shall be cast, or in the event the co-owners are unable to concur In their decision upon any subject requiring a vote, they shall lose their right to cast the vote for the LOT on the matter being voted upon at that meeting, but their membership shall be counted for purposes of determining the existence of a quorum. For purposes of this paragraph, the principals or partners of any entity (other than a corporation) owning a LOT shall be deemed co-owners of the LOT, and the directors and officers of a corporation owning a LOT shall be deemed co-owners of the LOT.
3.04 Proxies. Every member entitled to vote at a meeting of the members, or to express consent or dissent without a meeting, may authorize another person or persons to act on the member’s behalf by a proxy signed by such member or his attorney-in-fact. Any proxy shall be delivered to the secretary of the meeting at or prior to the time designated in the order of business for delivering proxies. Any proxy shall be effective only for the specific meeting for which originally given and 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 any time at the pleasure of the member executing it. Every proxy shall specifically set forth the name of the person voting by proxy, and the name of the person authorized to vote the proxy for him. Every proxy shall contain the date, time, and place of the meeting for which the proxy is given, and If a limited proxy, shall set forth those Items which the proxy holder may vote, and the manner In which the vote is to be cast.
4. MEMBERSHIP MEETINGS
4.02 Place All meetings of the members shall be held at the principal office of the ASSOCIATION or at such other place and at such time as shall be designated by the BOARD and stated in the notice of meeting.
[OR 4249.3406]
4.03 Notices. A notice stating the place, day, hour and agenda of any regular BOARD meeting shall be posted at the clubhouse not less than five (5) days nor more than fourteen (14) days before the date of the meeting. In the case of BOARD meetings for budget approval, special meetings and any meetings on which special ASSESSMENTS are voted on, written notice shall be given to all members within thirty (30) days of the date the meeting is called. For the purpose of determining members entitled to notice of, or to vote at any meeting of the members of the ASSOCIATION, in order to make a determination of eligible members, the BOARD shall be entitled to rely upon the member register as it exists ten (10) days prior to the giving of the notice of any meeting. If a LOT is owned by more than one (1) person or by an entity, only one (1) notice shall be required to be given with respect to the LOT, which may be given to any co-owner as defined in Paragraph 3.03.02 of these BYLAWS. Notice to any member or co-owner shall be sent to the LOT of such member or co-owner, unless the LOT OWNER(S) of the LOT otherwise request.
4.04 Waiver of Notice. Whenever any notice is required to be given to any member under the provisions of the ARTICLES or these BYLAWS, or as otherwise provided by law, a waiver thereof in writing signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be equivalent to the giving of such notice. Attendance of a member at a meeting shall constitute a waiver of notice of such meeting, except when the member objects at the beginning of the meeting to the transaction of any business because the meeting is not lawfully called or convened.
[OR 6277.2190]
4.05 Annual Meeting. The annual meeting for the purpose of electing directors and transacting any other business shall be held in November, December, or January of each year as shall be determined by the BOARD from time to time and as is contained in the notice of such meeting.
4.06 Special Meetings. Special meetings of the members may be called at any time by any director, the president, or at the request, in writing, by not less than 25% of the members, or as otherwise provided by law. Such request shall state the purpose of the proposed meeting. Business transacted at all special meetings shall be confined to the subjects stated In the notice of meeting. Notice of any special meeting shall be given by the secretary, or other officer of the ASSOCIATION, to all of the members within thirty (30) days after same is duly called, and the meeting shall be held within forty-five (45) days after same is duly called.
4.07 Adjournments. Any meeting may be adjourned or continued by a majority vote of the members present in person or by proxy and entitled to vote1 or if no member entitled to vote is present, then any officer of the ASSOCIATION may adjourn the meeting from time to time. If any meeting is adjourned or continued to another time or place, it shall not be necessary to give any notice of the adjourned meeting, if the time and place to which the meeting is adjourned are announced at the meeting at which the adjournment is taken, and any business may be transacted at the adjourned meeting that might have been transacted at the original meeting. If the time and place to which the meeting is adjourned are announced at the meeting at which the adjournment Is taken, notice of the adjourned meeting may be given to members not present at the original meeting, without giving notice to the members which were present at such meeting.
4.08 Organization. At each meeting of the members, the president, the vice president, or any person chosen by a majority of the members present, In that order, shall act as chairman of the meeting. The secretary, or in his absence or Inability to act, any person appointed by the chairman of the meeting, shall act as secretary of the meeting.
4.09 Order of Business. The order of business at the annual meetings of the members shall be:
4.09.01 Determination of chairman of the meeting;
4.09.02 Calling of the role and certifying of proxies;
4.09.03 Proof of notice of meeting or waiver of notice;
4.09.04 Reading and disposal of any unapproved minutes;
4.09.05 Election of inspectors of election;
4.09.06 Determination of number of directors;
4.09.07 Election of directors;
4.09.08 Reports of directors, officers or committees;
4.09.09 Unfinished business;
4.09.10 New business; and
4.09.11 Adjournment
4.10 Minutes. The minutes of all meetings of the members shall be kept in a book available for inspection by the members or their authorized representatives, and the directors, at any reasonable time. The ASSOCIATION shall retain these minutes for a period of not less than seven years.
4.11 Actions Without a Meeting. Any action required or permitted to be taken at any annual or special meeting of the members of the ASSOCIATION, may be taken without a meeting, without prior notice, and without a vote if a consent in writing, setting forth the action so taken, shall be signed by the members having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all members entitled to vote thereon were present and voted. Within ten days after obtaining such authorization by written consent, notice shall be given to those members who have not consented in writing. The notice shall fairly summarize the material features of the authorized action. If a LOT is owned by more than one person or by a corporation, the consent for such LOT need only be signed by one person who would be entitled to cast the vote for the LOT as a co-owner pursuant to Paragraph 3.03.02 of these BYLAWS.
[OR 4249.3406]
Paragraph 4.12 Quorum for Annual and Special Meetings. The quorum for annual and special meetings shall be no less than thirty (30) percent of the members of the ASSOCIATION.
5. DIRECTORS
5.01.01 The affairs of the ASSOCIATION shall be managed by a BOARD of five (5) directors. The number of directors may be changed at a special meeting called for that purpose by a two thirds (2/3) vote of the members of the ASSOCIATION. If the number of directors on the BOARD is not changed, then the number of directors shall be the same as the number on the BOARD prior to such meeting (plus any unfilled vacancies created by the death, resignation or removal of a director). There shall always be an odd number of directors.
[OR 3304.1844-added]
5.01.02 Provided the number of resumes submitted exceeds the number of directors to be elected, the person receiving the highest number of votes who was not elected a director shall serve as an alternate director on the Board of Directors for a period of one (1) year. The alternate shall attend and participate at all Board of Directors meetings, but will not vote on Parkside Place matters. If a director is absent for two or more meetings, consecutively, the alternate director shall assume the voting rights of the absent director for that second meeting and all subsequent consecutive meetings. Notwithstanding any other provision contained herein, should a director notify the board in writing of his/her intention to be absent from any board meeting or series of board meetings, then the other directors shall direct that the alternate director assume the absent director’s voting rights for that meeting or series of meetings. Any assignment of the absent director’s voting rights shall automatically be revoked once the absent director attends any meeting.
5.02 Election of Directors by Members. Election of directors to be elected by the members of the ASSOCIAT1ON shall be conducted in the following manner:
5.02.01 Within sixty (60) days alter the members are entitled to elect any directors, as provided in the ARTICLES, the ASSOCIATION shall call and give not less than thirty (30) days nor more than forty (40) days notice of; a special meeting of the members to elect any directors the members are then entitled to elect. Such special meeting may be called and notice given by any member if the ASSOCIATION fails to do so. At such special meeting the members shall be required to elect any directors which they are entitled to elect. In the event such a special meeting is called and held, at the meeting the members may elect not to hold the next annual meeting of the members if such next annual meeting would be less that four (4) months after the date of the special meeting, and upon such election, the next annual meeting of the members shall not be held.
5.02.02 Except as provided above, the members shall elect directors at the annual members meetings.
[OR 3304.1844]
2. Subparagraph 5.02.03, shall be amended to read: “Other nominations may not be made from the floor.” Therefore, Subparagraph 5.02.03 shall now read as follows: 5.02.03 Nominating Committee. Prior to any special or annual meeting at which directors are to be elected by the members, the existing BOARD may nominate a committee shall solicit nominations for each director to be elected by the members. Nominations shall be submitted in accordance with Section 5.02.05 herein. Nominations may not be made from the floor.
5.02.04 The election of directors by the members shall be by ballot (unless dispensed with by unanimous consent) and by a plurality of the votes cast, each member voting being entitled to cast his votes for each of as many nominees as there are vacancies to be filled. There shall be no cumulative voting.
[OR 3304.1844-added]
5.02.05 Nominations of Directors. In addition to the nominations made pursuant to Section 5.02.03, at least sixty (60) days prior to such special or annual meeting at which directors are to be elected by the members, the BOARD shall solicit from all members, resumes of those wishing to serve on the Board of Directors. Those wishing to be nominated shall submit a resume and position paper on issues relevant to the ASSOCIATION’s affairs, not to exceed one page in length. All resumes shall be submitted at least thirty (30) days prior to such special or annual meeting at which directors are to be elected by the members.
At least twenty (20) days prior to the special or annual meeting at which directors are to be elected by the members, the BOARD shall place in a conspicuous place for public review, the one-page resume/position papers of all nominees.
[OR 3304.1844-added]
5.02.06 Voting. At the special or annual meeting at which directors are to be elected, members shall vote in person or by a ballot the member personally casts, as set forth in Section 5.02.07 below.
[OR 3304.1844-added]
5.02.07 Absentee Balloting. Not less than fifteen (15) days prior to the annual meeting at which directors are to be elected, the ASSOCIATION shall make available to all members an official ballot. Any member wishing to cast an absentee ballot shall do so by personally delivering the ballot to the secretary or other person(s) so duly authorized by the BOARD. The secretary or other duly authorized person(s) shall certify the authenticity of the absentee ballot stating the date and time personally received by the ASSOCIATION.
[OR 5447.6662]
5.03 Term of office All directors will serve a two (2) year term and the terms are staggered starting with the year 2004 elections. Three (3) Director’s terms ended December 2004 and two (2) Director’s terms will end December 2005. Each year thereafter term of office will follow the 3-2 stagger system. All directors elected shall serve until their successors are duly elected, or until such director’s death, resignation or removal, as hereinafter provided or as otherwise provided by STATUTE or by the ARTICLES. This sequence shall be continued for the life of the ASSOCIATION or until officially amended.
5.04 Organizational Meeting. The newly elected BOARD shall meet for the purposes of organization, the election of officers and the transaction of other business immediately after their election or within ten (10) days of same at such place and time as shall be fixed by the directors at the meeting at which they were elected, and no further notice of the organizational meeting shall be necessary.
5.05 Regular Meetings. Regular meetings of the BOARD may be held at such time and place as shall be determined, from time to time, by a majority of the directors.
[OR 4249.3406] [OR 8056.275]
5.05.01 The annual meeting for the purpose of approving the budget and transacting any other business shall be held in October, November or December of each year for the following calendar year.
5.06 Special Meetings. Special meetings of the BOARD may be called by any director, or by the president, at any time.
5.07 Notice of Meetings. Notice of each meeting of the BOARD shall be given by the secretary, or by any other officer or director, which notice shall state the day, place and hour of the meeting. Notice of such meeting shall be delivered to each director either personally or by telephone or telegraph, at least 48 hours before the time at which such meeting is to be held, or by first class mail , postage prepaid, addressed to such director at his residence, or usual place of business, at least three days before the day on which such meeting is to be held. Notice of a meeting of the BOARD need not be given to any director who signs a waiver of notice either before or after the meeting. Attendance of a director at a meeting shall constitute a waiver of notice of such meeting and a waiver of any and all objections to the place of the meeting, the time of the meeting, or the manner In which it has been called or convened, except when a director states, at the beginning of the meeting, an objection to the transaction of any business because the meeting is not lawfully called or convened. Neither the business to be transacted at, nor the purpose of, any regular or special meeting of the BOARD need be specified in any notice or waiver of notice of such meeting.
5.08 Quorum and Manner of Acting. A majority of the directors determined in the manner provided in these BYLAWS shall constitute a quorum for the transaction of any business at a meeting of the BOARD. The act of the majority of the directors present at a meeting at which a quorum is present shall be the act of the BOARD, unless the act of a greater number of directors is required by statute, the DECLARATION, the ARTICLES, or by these BYLAWS. A director may join by written concurrence In any action taken at a meeting of the BOARD but such concurrence may not be used for the purposes of creating a quorum.
5.09 Adjourned Meetings. A majority of the directors present at a meeting, whether or not a quorum exists, may adjourn any meeting of the BOARD to another place and time. Notice of any such adjourned meeting shall be given to the directors who are not present at the time of the adjournment, and, unless the time and place of the adjourned meeting are announced at the time of the adjournment, to the other directors. At any adjourned meeting, any business that might have been transacted at the meeting as originally called may be transacted without further notice.
[OR 4249.3406]
5.10 Presiding Officer. The presiding officer of the BOARD meeting shall be the President of the BOARD. In the absence of the President, the Vice President shall preside. In the absence of the President and the Vice President, the Treasurer shall preside.
5.11 Order of Business. The order of business at a BOARD meeting shall be:
5.11.01 Calling of role;
5.11.02 Proof of due notice of meeting;
5.11.03 Reading and disposal of any unapproved minutes;
5.11.04 Reports of officers and committees;
5.11.05 Election of officers;
5.11.06 Unfinished business;
5.11.07 New business; and
5.11.08 Adjournment
5.12 Minutes of Meetings. The minutes of all meetings of the BOARD shall be kept In a book available for Inspection by the members of the ASSOCIATION, or their authorized representatives, and the directors at any reasonable time. The ASSOCIATION shall retain these minutes for a period of not less than seven years.
5.13 Committees. The BOARD may, by resolution duly adopted, appoint committees. Any committee shall have and may exercise such powers, duties and functions as may be determined by the BOARD from time to time, which may include any powers which may be exercised by the BOARD and which are not prohibited by law from being exercised by a committee.
5.14 Resignation. Any director may resign at any time by giving written notice of his resignation to another director or officer. Any such resignation shall take effect at the time specified therein or, if the time when such resignation is to become effective is not specified therein, immediately upon its receipt, and, unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
5.15 Removal of Directors. Directors may be removed as follows:
5.15.01 Any director may be removed by majority vote of the remaining directors, if such director (a) has been absent for the last thee (3) consecutive BOARD meetings, and/or adjournment and continuances of such meetings; or (b) is an OWNER and has been delinquent for more than thirty (30) days after written notice in the payment of ASSESSMENTS or other moneys owed to the ASSOCIATION.
[OR 4249.3406]
5.15.02 Any director may be removed with cause by the vote of the majority of the members of the ASSOCIATION at a special meeting of the members called for that purpose by not less than ten (10) percent of the members of the ASSOCIATION. The vacancy on the BOARD caused by such removal shall be filled by the alternate director, if any. The BOARD at their discretion may appoint a replacement alternate director who shall serve until the next annual election. In the event there is no alternate director, the BOARD shall appoint a replacement director who shall serve until the next annual election.
5.16 Vacancies.
[OR 4249.3406]
5.16.01 A vacancy on the BOARD shall be filled by the alternate director, if any. If an alternate director has not been elected, the BOARD shall appoint a replacement director by a majority vote of the directors then in office, though less than a quorum, or by a sole remaining director. The replacement director shall hold office until the next annual election at which time the successor is duly elected, unless sooner displaced. If the alternate director is appointed to fill the alternate director vacancy, the replacement shall serve until the next annual election. If there are no directors, then a special election of the members shall be called to elect the directors.
5.16.02 In the event the ASSOCIATION fails to fill vacancies on the BOARD sufficient to constitute a quorum In accordance with these BYLAWS, any LOT OWNER may apply to the Circuit Court of the County in which the PROPERTY is located for the appointment of a receiver to manage the affairs of the ASSOCIATION. At least thirty (30) days prior to applying to the Circuit Court, the LOT OWNER shall mail to the ASSOCIATION a notice describing the intended action giving the ASSOCIATION the opportunity to fill the vacancies. if during such time the ASSOCIATION fails to fill the vacancies, the LOT OWNER may proceed with the petition. If a receiver Is appointed, the ASSOCIATION shall be responsible for the salary of the receiver, court costs, and attorneys’ fees. The receiver shall have all powers and duties of a duly constituted member of the BOARD, and shall serve until the ASSOCIATION fills vacancies on the BOARD sufficient to constitute a quorum.
[OR 4249.3406]
5.17 Directors Appointed by the DECLARANT. shall be deleted in its entirety.
5.18 Compensation. The Directors shall not be entitled to any compensation for serving as Directors unless the members approve such compensation, provided however, the ASSOCIATION may reimburse any Director for expenses incurred on behalf of the ASSOCIATION without approval of the members.
5.19 Powers and Duties. The directors shall have the right to exercise all of the powers and duties of the ASSOCIATION, express or implied, existing under these BYLAWS, the ARTICLES, the DECLARATION, or as otherwise provided by statute or law.
6. OFFICERS.
6.01 Members and Qualifications. The officers of the ASSOCIATION shall include a president, a vice president, a treasurer and a secretary, all of whom shall be elected by the directors and may be preemptively removed from office with or without cause by a majority vote of the directors. The term of office of these officers shall be determined by Paragraph 5.03 of these BYLAWS. All officers shall be members of the ASSOCIATION. Any person may hold two (2) or more offices except that the president shall not also be the secretary. The BOARD may, from time to time, elect such other officers and designate their powers and duties as the BOARD shall find to be appropriate to manage the affairs& of the ASSOCIATION from time to time. Each officer shall hold office until election of the officers of the BOARD following the next annual meeting of the members, or until his successor shall have been duly elected and shall have qualified, or until his death, or until he shall have resigned, or until he shall have been removed, as provided in these BYLAWS.
6.02 Resignations. Any officer may resign at any time by giving written notice of his resignation to any director or officer. Any such resignation shall take effect at the time specified therein, or if there is no time specified therein, immediately upon its receipt; and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make such resignation effective.
[OR 4249.3406]
6.03 Vacancies. A vacancy of any office on the BOARD, whether arising from death, resignation, removal or any other cause may be filled until the next annual election which shall be vacant in the manner prescribed in these BYLAWS for the regular election or appointment of such office.
6.04 The President. The president shall be the chief executive officer of the ASSOCIATION. lie shall have all of the powers and duties which are usually vested in the office of president of an association or corporation including, but not limited to, the power to appoint committees from among the members from time to time, as he may in his discretion deem appropriate to assist in the conduct of the affairs of the ASSOCIATION.
6.05 The Vice President. The vice president shall, in the absence or disability of the president, exercise the powers and perform the duties of the president. He shall also assist the president generally and exercise such other powers and perform such other duties as may be prescribed by the directors.
[OR 4249.3406]
6.06 The Secretary. The Secretary, or his designee, shall prepare and keep the minutes of all proceedings of the directors and the members. He, or his designee, shall attend to the giving and serving of all notices to the members and directors and other notices required by law. He shall have custody of the seal of the ASSOCIATION and affix the same to instruments requiring a seal when duly executed. He, or his designee, shall keep the records of the ASSOCIATION, except those of the treasurer, and shall perform all other duties incident to the office of the secretary of an association, and as may be required by the directors or the president.
[OR 4249.3406]
6.07 The Treasurer. The treasurer, or his designee, shall have custody of all property of the ASSOCIATION, including funds, securities and evidences of indebtedness. The treasurer, or his designee, shall keeps books of account for the ASSOCIATION in accordance with good accounting practices, which, together with substantiating papers, shall be made available o to the BOARD, or members, for examination at reasonable times. The treasurer, or his designee, shall submit a Treasurer’s Report to the BOARD at reasonable intervals and shall perform all other duties incident to the office of the treasurer. The treasurer, or his designee, shall collect all ASSESSMENTS and shall report to the BOARD the status of collections as requested.
[OR 4249.3406]
6.08 Compensation. The officers shall not be entitled to compensation unless the BOARD specifically votes to compensate them. However, neither this provision, nor the provision the directors will not be compensated unless otherwise determined by the members, shall preclude the BOARD from employing a director or an officer as an employee of the ASSOCIATION and compensating such employee, nor shall they preclude the ASSOCIATION from contracting for the management of property subject to the jurisdiction of the ASSOCIATION, or for the provision of services to the ASSOCIATION. An officer of the BOARD shall not be employed as the manager of the property.
7. FINANCESAND ASSESSMENTS.
7.02 Depositories. The funds of the ASSOCIATION shall be deposited in such banks and depositories as may be determined and approved by appropriate resolutions of the BOARD from time to time. Funds shall be withdrawn only upon checks and demands for money signed by such officers, directors or other persons as may be designated by the BOARD.
7.03 Application of Payments and Commingling of Funds. All sums collected by the ASSOCIATION from ASSESSMENTS may be commingled in a single fund or divided into more than one fund, as determined by the BOARD.
[OR 4249.3406]
7.04 Accounting Records and Reports. The ASSOCIATION shall maintain accounting records according to good accounting practices. The records shall be open to inspection by OWNERS and INSTITUTIONAL LENDERS or their authorized representatives at reasonable times. The records shall include, but not be limited to, (a) a record of all receipts and expenditures, and (b) the ASSESSMENT roll of the members referred to above. The BOARD shall conduct an accounting of the financial records of the ASSOCIATION by an independent accountant not less than once every three (3) years. When such a review is made, a copy of the report shall be made available upon request to members, or their authorized representatives, within fifteen (15) days after the same is completed.
[OR 4249.3406]
7.05 Reserves. The budget of the ASSOCIATION shall provide for a reserve fund for the periodic maintenance, repair and improvements to the COMMON AREAS and those other portions of the SUBJECT PROPERTY which the ASSOCIATION is obligated to maintain.
8. PARLIAMENTARY RULES
9. AMENDMENTS.
9.02 Initiation. A resolution to amend these BYLAWS may be proposed either by any director, or by or at the direction of ten (10%) percent or more of the members of the ASSOCIATION.
9.03 Adoption of Amendments.
9.03.1 A resolution for adoption of the proposed amendment shall be adopted either: (a) by unanimous vote of all of the directors; or (b) by not less than a majority of the votes of the entire membership of the ASSOCIATION.
[OR 4249.3406]
9.03.2 shall be deleted in its entirety.
[OR 4249.3406]
9.04 No amendment shall make any changes in the qualification for membership nor in the voting rights or property rights of members without the approval by all of the members and the joinder of all record owners of mortgages upon the LOTS. No amendment shall be made that is in conflict with the DECLARATION or the ARTICLES.
9.05 No amendment to these BYLAWS shall be made which discriminates against any OWNER(S), or affects less than all of the OWNERS without the written approval of all of the OWNERS so discriminated against or affected.
9.06 Execution and Recording. No modification of, or amendment to, the BYLAWS shall be valid until recorded in the public records of the county in which the PROPERTY is located.
10. MISCELLANEOUS.
10.02 Partial Invalidity. Should any of the provisions hereof be void or become unenforceable at law or in equity, the remaining provisions shall, nevertheless, be and remain in full force and effect.
10.03 Conflicts. In the event of any conflict, the DECLARATION, the ARTICLES, and these BYLAWS, shall govern, in that order.
10.04 Captions. Captions are inserted herein only as a matter of convenience and for reference, and in no way are intended to or shall define, limit or describe the scope of these BYLAWS or the intent of any provisions hereof.
10.05 Waiver of Objections. The failure of the BOARD or any officers of the ASSOCIATION to comply with any terms and provisions of the DECLARATION, the ARTICLES, or these BYLAWS which relate to time limitations shall not, in and of itself, invalidate the act done or performed. Any such failure shall be waived if it is not objected to by a member of the ASSOCIATION within ten (10) days after the member is notified, or becomes aware, of the failure. Furthermore, if such failure occurs at a general or special meeting, the failure shall be waived as to all members who received notice of the meeting or appeared and failed to object to such failure at the meeting.
11. Multiple Developments.
Paragraph 11 is deleted in its entirety.
The foregoing was adopted as the BYLAWS of the ASSOCIATION at the First Meeting of the BOARD on the 25th day of February , 1986.