The name of the corporation is OAKDALE RIVERVIEW ESTATES HOMEOWNERS
ASSOCIATION, INC., hereinafter referred to as the "Association." The principal office
of the corporation shall be located at 1739 W. Fletcher Avenue, Tampa, Florida 33612,
but meetings of directors and members may be held at such places within the State
of Florida, County of Hillsborough, as may be designated by the Board of Directors.
Section 1. - "Association" shall
mean and refer to OAKDALE RIVERVIEW ESTATES HOMEOWNERS ASSOCIATION INC., its
successors and assigns.
Section 2. - "Properties" shall
mean and refer to that certain real property described in the Declaration of
Covenants, Conditions and Restrictions of Oakdale Riverview Estates, and such
additions thereto as may hereafter be bought within the jurisdiction of the
Association.
Section 3. - "Common Area" shall
mean all real property owned or maintained by the Association for the common
use and enjoyment of the Owners.
Section 4. - "Lot" shall mean
and refer to any plot of land shown upon any recorded subdivision map ofg the
Properties with the exception of the Common Area.
Section 5. - "Owner" shall mean
and refer to the record owner, whether one or more persons or entities, of the
fee simple title to any lot which is a part of the Properties, including contract
sellers, but excluding those having such interest merely as security for the
performance of an obligation.
Section 6. - "Declarant" shall
mean and refer to Pulte Home Corporation, a Michigan corporation, and its successors
and assigns.
Section 7. - "Declaration" shall
mean and refer to the Declaration of Covenants, Conditions and Restrictions
for Oakdale Riverview Estates applicable to the Properties recorded in the Office
of Clerk of Court of Hillsborough County, Florida.
Section 8. - "Member" shall mean
and refer to those persons entitled to membership as provided in the Declaration,
the Articles of Incorporation and these By-Laws.
Section 1. - Annual Meetings.
The first annual meeting of the members shall be held within one (1) year from
the date of incorporation of the Association, and each subsequent regular annual
meeting of the members shall be held on the same day of the same month of each
year thereafter, at the hour of seven o-clock, P. M. (7:00 P.M.). If the day
for the annual meeting of the members is a legal holiday or a Sunday, the meeting
will be held at the same hour on the first day following which is not a legal
holiday or a Sunday.
Section 2. - Special Meeting.
Special meeting of the members may be called at any time by the president
or by the Board of Directors, or upon written request of the members who are
entitled to vote one-fourth (1/4) of all of the votes of the membership.
Section 3. - Notice of Meetings.
Written notice of each meeting of the members shall be given by, or at the direction
of, the secretary or person authorized to call the meeting, by mailing a copy
of such notice, postage prepaid, at least fifteen (15) days before such meeting
to each member entitled to vote thereat, addressed to the member's address last
appearing on the books of the Association, or supplied by such member to the
Association for the purpose of notice. Such notice shall specify the place,
day and hour of the meeting, and, in case the case of special meeting, the purpose
of the meeting.
Section 4. - Quorum. The presence
at the meeting of members entitled to cast, or of proxies entitled to cast,
one-tenth (1/10) of the votes of each class of membership shall constitute a
quorum for any action except as otherwise provided in the Articles of Incorporation,
the Declaration, or represented at any meeting, the members entitles to vote
thereat shall have power to adjourn the meeting from time to time, without notice
other than announcement at the meeting, until a quorum as aforesaid shall be
present or be represented.
Section 5. - Proxies. At all
meetings of members, each member may vote in person or by proxy. All proxies
shall be in writing and filed with the secretary. Every proxy shall be revocable
and shall automatically cease upon conveyance by the member of his lot.
Section 1. - Number. The affairs
of this Association shall be managed by a Board of no less than three (3), who
need not be members of the Association.
Section 2. - Term of Office.
At the first annual meeting the members shall elect directors for a term of
one (1) year, and each annual meeting thereafter the members shall elect directors
for additional terms of one (1) year each.
Section 3. - Removal. Any director
may be removed from the Board, with or without cause by a majority vote of the
members of the Association. In the event of death, Resignation or removal of
a director, his successor shall be selected by the remaining members of the
Board and shall serve for the unexpired term of his predecessor.
Section 4. - Compensation. No
director shall receive compensation for any service he may render to the Association.
However, any director may be reimbursed for his actual expenses incurred in
the performance of his duties.
Section 5. - Action Taken Without a Meeting.
The directors shall have the right to take any action in the absence of a meeting
which they could take at a meeting by obtaining the written approval of all
the directors. Any action so approved shall have the same effect as though taken
at a meeting of the directors.
Section 1. - Nomination. Nomination
for election to the Board of Directors shall be made by a Nominating Committee.
Nominations may also be made from the floor at the annual meeting. The Nominating
Committee shall consist of a Chairman, who shall be a member of the Board of
Directors, and two (2) or more members of the Association. The Nominating Committee
shall be appointed by the Board of Directors prior to each annual meeting of
the members, to serve from the close of such annual meeting until the close
of the next annual meeting and such appointment shall be announced at each annual
meeting. The Nominating Committee shall make as many nominations for election
to the Board of Directors as it shall in its discretion determine, but not less
than the number of vacancies that are to be filled. Such nominations may be
made from among members or non-members.
Section 2. - Election. Election
to the Board of Directors shall be by secret written ballet. At such election
the members or their proxies may cast, in respect to each vacancy, as many votes
as they are entitled to exercise under the provisions of the Declaration. The
persons receiving the largest number of votes shall be elected. Cumulative voting
is not permitted.
Section 1. - Regular Meetings.
Regular meetings of the Board of Directors shall be held monthly without notice,
at such place and hour as may be fixed from time to time by resolution of the
Board. Should said meeting fall upon a legal holiday or a Sunday, then that
meeting shall be held at the same time on the next day which is not a legal
holiday or a Sunday.
Section 2. - Special Meeting.
Special meetings of the Board of Directors shall be held when called by the
President of the Association, or by two (2) directors, after not less than three
(3) days notice to each director.
Section 3. - Quorum. A majority
of the number of directors shall constitute a quorum for the transaction of
business. Every act or decision done or made by a majority of the directors
present at a duly held meeting at which a quorum is present shall be regarded
as the act of the Board.
Section 1. - Powers. The board
of Directors shall have power to:
(a) Adopt and publish rules and regulations governing the use of the Common
Area and facilities, and the personal conduct of the members and their quests
thereon, and to establish penalties for the infractions thereof;
(b) Suspend the voting rights and right to use of the recreational facilities
of a member during any period in which such member shall be in default in the
payment of any assessment levied by the Associations;
(c) Exercise for the Association all powers, duties and authority vested
in or delegated to this Association by the Declaration or the Articles of Incorporation
of the Association and not reserved to the membership by other provisions of
these By-Laws, the Articles of Incorporation, or the Declaration;
(d) Declare the office of a member of the Board of Directors to be vacant
in the event such member shall be absent from three (3) consecutive regular
meetings of the Board of Directors; and
(e) Employ a manager, an independent contractor, or such other employees
as they deem necessary, and to prescribe their duties and to supervise their
performance.
Section 2. - Duties. It shall
be the duty of the Board of Directors to:
(a) Cause to be kept a complete record of all its acts and corporate affairs
and to present a statement thereof to the members at the annual meeting of the
members, or at any special meeting when such statement is requested in writing
by one-fourth (1/4) of the Class A members who are entitled to vote; and
(b) Supervise all officers, agents and employees of this Association, and
to see that their duties are properly performed;
(c) as more fully provided in the Declaration, to:
(1) fix the amount of the annual assessment against each Lot at least
thirty (30) days on advance of each annual assessment period;
(2) send written notice of each assessment to every Owner subject thereto
at least thirty (30) days in advance of each annual assessment period; and
(3) enforce the lien against any property for which assessments are not
paid within thirty (30) days after due date or to bring an action at law
against the owner personally obligated to pay the same;
(d) issue, or to cause an appropriate officer to issue, upon demand by any
person, a certificate setting forth whether or not any assessment has been paid.
A reasonable charge may be made by the Board for the issuance of these certificates.
If a certificate states an assessment has been paid, such certificate shall
be conclusive evidence of such payment;
(e) procure and maintain adequate liability insurance in an amount no less
than $1,000,000.00 per occurrence and full coverage hazard insurance on property
owned by the Association; and
(f) cause all officers or employees having fiscal responsibility to be covered
by fidelity bond insurance, said insurance to equal the maximum amount of funds
in the Association's custody at any one time and shall be no less than the sum
of three months' assessments on the project plus reserves.
Section 1. - Enumeration of Offices.
The officers of this Association shall be a president and vice-president, who
shall at all times be members of the Board of Directors, a secretary, and a
treasurer, and such other officers as the Board may from time to time by resolution
create.
Section 2. - Election of Officers.
The election of officers shall take place at the first meeting of the Board
of Directors following each annual meeting of the members.
Section 3. - Term. The officers
of this Association shall be elected annually by the Board and each shall hold
office for one (1) year unless he shall sooner resign, or shall be removed,
or otherwise disqualified to serve.
Section 4. - Special Appointments.
The Board may elect such other officers as the affairs of the Association may
require, each of whom shall hold office for such period, have such authority,
and perform such duties as the Board may, from time to time determine.
Section 5. - Resignation and Removal.
Any officer may be removed from office with or without cause by the Board. Any
officer may resign at any time giving written notice to the Board, the president
or secretary. Such resignation shall take effect on the date of receipt of such
notice or at any later time specified therein, and unless otherwise specified
therein, the acceptance of such resignation shall not be necessary to make it
effective.
Section 6. - Vacancies. A vacancy
in any office may be filled by appointment by the Board. the officer appointed
to such vacancy shall serve for the remainder of the term of the officer he
replaces.
Section 7. - Multiple Offices.
The offices of secretary and treasurer may be held by the same person. No person
shall simultaneously hold more than one of any of the other offices.
Section 8. - Duties. The duties
of the officers are as follows:
President
(a) The president shall preside at all meetings of the Board of Directors;
shall see that orders and resolutions of the Board are carried out; shall sign
all leases, mortgages, deeds and other written instruments and shall co-sign
all checks and promissory notes.
Vice-President
(b) The vice-president shall act in the place and stead of the president
in the event of his absence, inability or refusal to act, and shall exercise
and discharge such other duties as may by required of him by the Board.
Secretary
(c) The secretary shall record the votes and keep the minutes of all meetings
and proceedings of the Board and of the members; keep the corporate seal of
the Association and affix it on all papers requiring said seal; serve notice
of meetings of the Board and of the members; keep appropriate current records
showing the members of the Association together with their addresses, shall
perform such other duties as required by the Board.
Treasurer
(d) The treasurer shall receive and deposit in appropriate bank
accounts all monies of the Association and shall disburse such funds as directed
by resolution of the Board of Directors; shall sign all checks and promissory
notes of the Association; keep proper books of account; cause an annual audit
of the Association books to be made by a public accountant at the completion
of each fiscal year; and shall prepare an annual budget and a statement of income
and expenditures to be presented to the membership at its regular annual meeting,
and deliver a copy of each to the members.
The Association shall appoint an Architectural Control Committee,
as provided in the Declaration, and a Nominating Committee, as provided in these
By-Laws. In addition, the Board of Directors shall appoint other committees as deemed
appropriate in carrying out its purpose.
The books, records and papers of the Association shall at
all times, during reasonable business hours, be subject to inspection by any member.
The Declaration, the Articles of Incorporation and the By-Laws of the Association
shall be available for inspection by any member at the principal office of the Association,
where copies may be purchased at a reasonable cost.
The Association shall have a seal in circular form having
within its circumference the words: OAKDALE RIVERVIEW ESTATES HOMEOWNERS' ASSOCIATION,
INC., a Florida Corporation Not-for-Profit, and said seal shall be kept by the Secretary
of the Association.
Section 1. - Method. The By-Laws
may be amended, at a regular or special meeting of the members, by a vote of
a majority of a quorum of members present in person or by proxy, provided that
the notice to the members of the meeting discloses the information that an amendment
of the By-Laws was to be considered; provided further, however, the provisions
that are governed by the Articles of Incorporation of this Association may not
be amended except as provided in the Articles of Incorporation or by applicable
law; and provided further that any matters stated herein to be, or which are
in fact, governed by the Declaration may not be amended except as provided in
said Declaration; and provided further that the Federal National Mortgage Association,
the Federal Housing Administration or the Veteran's Administration shall have
the right to veto amendments while there is a Class B member.
Section 2. In case of any conflict
between the Articles of Incorporation and these By-Laws, the Articles shall
control; in the event there is a conflict between the Declaration and these
By-Laws, the Declaration shall control.
The fiscal year of the Association shall begin on the first
day of January and end on the 31st day of December of every year, except that the
first fiscal year shall begin on the date of incorporation.
The foregoing was adopted as the Bylaws of Oakdale Riverview
Estates Homeowners Association, Inc., a corporation not for profit, under the laws
of the State of Florida, at the first meeting of the Board of Directors on June
_______, 1987.