Pickett
BYLAWS
OF
PICKETT DOWNS HOMEOWNER’S ASSOCIATION, INC.
A corporation not for
profit under the laws of the State of
ARTICLE
I ‑ NAME AND LOCATION
The name of the corporation is PICKETT DOWNS HOMEOWNER’S ASSOCIATION,
INC. also known as the Pickett Downs Homeowners’ Association Phase I (hereinafter
referred to as the "Association"). The principal mailing address of
the corporation shall be
ARTICLE II - DEFINITIONS
SECTION 1
"Association"
shall mean PICKETT DOWNS HOMEOWNER’S ASSOCIATION, INC., a corporation not for
profit, organized pursuant to Chapter 617, Florida Statutes, its successors
and/or assigns.
SECTION 2
"Owner"
means the record Owner, whether one or more persons or entities, of the fee
simple title to any lot which is part of the properties, including contract
sellers, but excluding any other party holding such fee simple title merely as
security for the performance of an obligation.
SECTION 3
"Properties"
means the certain parcels of real property as shown on the plat of PICKETT
DOWNS according to the plat thereof, as recorded in Official Records Book #29,
Pages 19‑21, of the Public Records of Seminole County, Florida.
SECTION
4
"
SECTION 5
"Developer"
limited partnership means Lake Pickett Limited, a
SECTION
6
"Mortgage"
means any mortgage, deed of trust, or other instrument transferring any
interest in a lot, or any portion thereof, as security of any obligation.
SECTION
7
"Mortgagee"
means any person named as the Obligee under any mortgage, as herein above
defined, or any successor in interest to such person under such mortgage.
SECTION
8
"Member"
means and refers to any Lot Owner (see Section 2 above) who is required to be a
member of the Association as provided in Article II, Section 1 of the Covenants
and Restrictions - PICKETT DOWNS. There
can be only one Member per
SECTION 9
"Recorded"
means filed for record Records of Seminole County, Florida.
SECTION 10
"Person"
means any natural person or artificial legal entity.
SECTION 11
"Common
Area" shall mean: 1) all real property, or interests therein,
including improvements thereon owned by the Association for the common use,
benefit, and/or enjoyment of the Owners; and/or 2) all improvements, fences,
walls, pump houses, barriers, landscaping or other additions, including
modifications to real property not owned by the Association but contained
within the Official Records Book #29, Pages 19‑21, of the
Public Records of Seminole County, Florida, and maintained by the Association.
SECTION
12
“Easement” shall mean: 1)
private use easements, , the drainage easements linking the retention ponds to
Silcox Branch Creek and those granted for public utility access as shown on the
plat; and/or 2) common use private easements, including but not limited to, the
roadways, bridle trails, and ingress and egress to Lake Pickett as shown on the
plat.
SECTION
13
“Ballot” shall be the voting instrument provided to each member
for each election conducted by the Association.
Only one ballot shall be issued to each member. A ballot cannot be
fractionalized so as to provide multiple responses for the issue requiring a
vote by a member.
SECTION
14
“Quorum” shall be the minimum number of members (physically
present or present by proxy) necessary to authenticate an Association meeting
or vote on an issue presented to the membership. The minimum number of members necessary to
constitute a quorum shall be thirty percent (30%) of the total voting interests
of the Association. To determine if a quorum exists, the senior Officer present
shall record a count of: 1) number of members physically present together with,
2) the number of proxies provided for those members appearing by proxy that are
not present.
SECTION 15
“Notification” is the means by which Members are informed of
actions and meetings within the Association.
The means by which notification shall occur is First-Class U.S. Mail or
by conspicuous posting for Board meetings, however any specific member may
waive their notification by First-Class U.S. Mail in favor of Internet
Electronic Mail (E-mail) by informing the Secretary (by U.S. Mail or by E-mail)
in writing of such waiver.
SECTION
16
Interpretation. Unless the context otherwise requires, the use herein of the singular
shall include the plural and vise versa; the use of one gender shall include
all genders; and the use of the term "including" shall mean
"including, without limitation". This Declaration shall be liberally
construed in favor of the party seeking to enforce the provisions hereof to
effectuate the purpose of protecting and enhancing the value, marketability,
and desirability of the Properties providing a common plan for the development
and preservations thereof. The headings used herein are for indexing purposes
only and shall not be used as means of interpreting or construing the
substantive provisions herein.
ARTICLE III ‑ OFFICERS AND THEIR DUTIES
SECTION 1 - Enumeration of Offices
There
shall be four Officers and one Architectural Control Committee Chairman elected
from the general membership of the Pickett Downs Homeowner’s Association. All
of whom shall also be Directors of the Association and which shall constitute
the Board of Directors.
The
Officers and the Architectural Control Committee Chairman positions and
responsibilities are herein defined as:
PRESIDENT: 1) shall be the senior officer
of the Association; 2) shall preside at all Director and member meetings; 3)
shall see that orders and resolutions are carried out; 4) shall sign all
leases, mortgages, deeds and other written instruments; and 5) shall co‑sign
all checks over one-thousand dollars ($1,000.00) and promissory notes
(Vice-President may also co-sign in President’s absence). In the event that the
Architectural Control Committee Chairman is absent, unable, or refuses to act
on a committee matter(s), the President shall act as the Committee Chairman.
VICE-PRESIDENT: 1) shall act in the place and
stead of the President in the event of his/her absence, inability, or refusal
to act; and 2) shall exercise and discharge such other duties as may be
required of her/him by the Board of Directors. The Vice-President shall serve
as a member of the Architectural Committee.
SECRETARY: 1) shall keep the minutes of all
proceedings of the officers and of the members; 2) shall attend to the giving
and serving of all notices to the Members and Officers and other notices as
required by law; 3) shall have custody of the seal of the Association and affix
it to instruments requiring a seal when duty signed; 4) shall keep the records
of the Association, except those of the Treasurer; 5) shall keep appropriate
current records showing the members of the Association together with their
addresses; and 6) and shall perform all other duties incident to the office of
Secretary of this association as may be required of him/her by the Board of
Directors. The Secretary shall serve as a member of the Architectural Control
Committee.
TREASURER: 1) shall receive and deposit in
appropriate bank accounts all monies of the Association and shall disburse such
funds as directed by resolution of the Directors; 2) shall sign all checks and
promissory notes of the Association; 3) shall keep proper books of account; 4)
shall keep all records up to date and available in the event that an audit of
the Association books is to be made; 5) shall prepare an annual budget; 6) shall
prepare a statement of income and expenditures to be presented to the
membership at its regular annual meeting; 7) deliver a copy of each to the
Members; and 8) shall perform all other duties incident to the office of
Treasurer of this association as may be required of him/her by the Board of
Directors.
ARCHITECTURAL CONTROL CHAIRMAN: 1) shall
preside at all Architectural Committee meetings; and 2) keep an accurate record
of all proceedings of the Committee and its actions; 3) shall monitor the adherence
to the construction provisions listed within the Covenants and Restrictions of
PICKETT DOWNS as recorded in Seminole County, Florida; and 4) shall perform all
other duties as may be required of him/her by the Board of Directors.
SECTION 2 - Elections
Election of the Officers and Architectural Control Committee
Chairman shall take place at the annual meeting, to be held in the first
calendar quarter of each calendar year, by a quorum of the members of the
Association by written ballot and bearing the member’s lot number on each
ballot.
SECTION 3 - Terms of office
The position of President and Secretary terms will be for
two years and elected in even number years.
The position of Vice President, Treasurer, and Architectural
Control Committee Chairman terms will be for two years and elected in odd
number years.
No person shall hold more than one (1) position at the same
time.
SECTION 4 - Special Appointments
The Board of Directors may appoint such other subordinate
officers as the affairs of the Association may require, each of whom shall hold
such subordinate office for such period, have such authority, and perform such
duties as the Directors may determine from time to time.
SECTION 5 - Resignation and
Removal
Any Director may be removed from office with or without
cause by vote of at least fifty-one percent (51%) of the membership in
attendance (in-person or proxy) at any duly constituted meeting per Article V,
Section 2 of these Bylaws.
SECTION 6 - Vacancies
A vacancy in any office will be filled by appointment by
majority vote of the remaining Board of Directors. The person appointed to such
vacancy shall serve for the remainder of the term of the Director s/he
replaces.
SECTION 7 - Compensation
No Director shall receive compensation for any service s/he
may render to the Association. However, any Director may be reimbursed for his
actual and reasonable expenses incurred in the performance of his/her duties.
SECTION 8 - Insurance and Bonding
The
Association shall maintain at its expense an insurance policy to hold harmless
any errors or omissions by all Directors in the completion of their authorized
duties and responsibilities.
SECTION 9 - Duties and Powers of
Officers
A. Adopt a
budget to be administered for the Association each calendar year that shall
include the estimated funds required to defray the common expenses and to
provide and maintain funds for reserves for said Association.
B. Adopt and
publish rules and regulations governing the use and maintenance of the Common
Areas.
C. Suspend the
voting rights of a member during any period in which such member shall be in
default in the payment of any assessment levied by the Association as per
Article IV, Sections 1‑3 herein.
D. Exercise for
the Association only those powers, duties and authority vested in or delegated
to this Association and not reserved to the membership within other provisions
of these Bylaws, the Articles of Incorporation and the Covenants and
Restrictions.
E. Declare a
Director's position to be vacant in the event such member shall be absent from
three (3) consecutive regular meetings of the Officers or Board of Directors.
F. Require to
be kept a complete record(s) of all of the Board of Directors’ acts and
corporate affairs, and to present a summary statement thereof to the members at
the annual meeting of the Association, or at any special meeting.
G. As more fully
provided in the Covenants and Restrictions and these Bylaws:
1) Assess a late fee of fifty
($50) dollars to the lot owner for any assessment that is past due for more
than thirty (30) days.
2) Initiate and record a lien
against any
3) Foreclose any lien against any
H. Procure and
maintain adequate liability and hazard insurance on Common Areas and any other
property (real or personal) owned by the Association.
I. Ensure that
the Common Areas and Easements are maintained. Maintenance of the easements, which is defined herein as grass mowing
and light brush clearing, of the portion of the private use easement that abuts
each lot shall be the responsibility of the individual property owner abutting
said easement. Any soil removal, dredging, heavy clearing, and/or
reconstruction costs, if determined necessary and approved by the Architectural
Control Committee, of any common area, private use or common use private
easement shall be shared equally between the property owners of all property
subject to these Bylaws.
J. The Officers
of the Association will formally meet at least once every calendar quarter with
a minimum of forty-eight (48) hours notification to review the business
operating affairs of the Association. Such time and place will be designated
from time to time by resolution of the Officers. This meeting will be
informally recorded and a copy shall be made available by request in writing.
SECTION 10 -
Filling Expiring Positions
Create a Nominating Committee to prepare a slate of
candidates for the positions that are to expire, by nominating Members in good
standing who have been contacted via telephone, e-mail or in person and have
consented to allocate the required time to serve, if nominated and elected.
This slate of candidates shall be presented to the general membership via
mailings (postal or e-mail) not less than thirty (30) days prior to the annual
meeting. The nominee(s) for each vacancy receiving the highest number of votes,
including proxies, shall be declared elected.
SECTION 11 - Annual Budget
The annual budget prepared by the Board of Directors
(Section 9A above) shall be the primary financial planning document for the
Association. The budget (previous year
actuals and proposed next-year budget) shall be presented to the membership at
the annual meeting. The membership shall
vote to accept or reject the proposed next-year budget. If no annual meeting occurs due to lack of a
quorum, or the proposed budget is rejected, then the previous year approved
budget shall become by default the next-year approved budget.
ARTICLE IV ‑ ASSESSMENTS
(ANNUAL DUES)
SECTION 1
The Annual
Assessment (dues) is due and payable on or before March 31st of each
calendar year. At least thirty (30) days prior to the date due, the Association
shall notify each Member by U.S. Mail or E-mail of the annual assessments
(annual dues). It shall be the responsibility of the Member to make full
payment by the due date.
SECTION 2
If
any assessment or portions thereof imposed against a Member remains unpaid for
ninety (90) days after the date due and payable, such Member’s voting rights in
the Association shall be automatically proxied (with directed vote of “abstain”
on all issues) to the PRESIDENT until all such past due assessments, collection
fees, lien initiation and recording fees, foreclosure fees and Association
legal fees expended in seeking Member’s due and payable assessments are paid in
full, whereupon the automatic proxy shall be rescinded.
SECTION 3
ARTICLE V ‑ MEETINGS OF THE MEMBERSHIP
SECTION 1
An
annual meeting of the members shall be held in the first quarter of each
calendar year for the purpose of electing members to the offices outlined in
Article III, Sections 1‑3 and for the transaction of such other business
as may come before the meeting.
SECTION 2
A
special meeting of the Membership may be called by the PRESIDENT or by written
request signed by at least ten percent (10%) of the Members in good standing.
Notification shall be provided to the Membership stating the date, day, hour,
and location of any special meeting of the general membership not less than
fourteen (14) days nor more than forty-five (45) days in advance of the
meeting.
SECTION
3
At
any meeting of the general membership a member entitled to vote may vote in
person or by proxy. The vote of at least fifty-one percent (51%) of a quorum
must be cast in favor of any matter in order for the matter to be adopted,
except when approval by a greater number of members is required by the
Covenants and Restrictions, the Articles of Incorporation, or these Bylaws.
SECTION
4
“Proxies” At all meetings of members, each member may vote in person or by proxy.
A proxy may be made by any person entitled to vote and shall be valid only for
the particular meeting designated in the proxy.
Notification of a proxy must be provided to the Secretary of the
Association prior to the start of the meeting.
ARTICLE VI
– ARCHITECTURAL CONTROL COMMITTEE
SECTION
1
The
Architectural Control Committee shall consist of the Architectural Control
Committee Chairman, Vice-President, and Secretary. Only those members of the
Architectural Committee shall vote on matters pertaining to the committee. A
majority vote of the committee shall be required to approve or reject any plan
or document submitted to the committee in accordance with the requirements of
the Covenants and Restrictions, and these Bylaws.
SECTION
2
The
Architectural Control Committee's duties and responsibilities are outlined
within the Covenants and Restrictions, PICKETT DOWNS recorded in
ARTICLE
VII – AMENDMENTS
SECTION
1
These
Bylaws may be amended, at the annual meeting of the Association or at any
special meeting of the members. A vote
in favor of any amendment to these Bylaws shall be at least two-thirds (2/3) of
a quorum of the members present.
ARTICLE VIII ‑ PARLIAMENTARY RULES
“Roberts
Rules of Order” (latest edition) shall govern the conduct of the Association
meetings when not in conflict with the Articles of Incorporation, Covenants and
Restrictions or these Bylaws
ARTICLE IX ‑ BOOKS AND RECORDS
The books,
records and Association papers of the Association shall be available for
inspection by any Member. Reasonable access hours to these books and records
shall be provided by the Secretary. The
Secretary shall receive notification from the Member seeking access to these
books and records that the Member desires to inspect specific books and
records. The Secretary and the Member
shall arrange a mutually convenient time and place for this inspection to
occur. Any request by a Member to seek
such inspection at a time when the Secretary is unavailable because of the
Secretary’s employment, illness or previous commitment, or at a location
outside of the geographic boundaries of the subdivision shall be considered
unreasonable. Copies of the Covenants and Restrictions, Articles of
Incorporation and the Bylaws of the Association shall be provided to any Member
by the Secretary at reasonable cost.
ARTICLE X ‑ CORPORATE SEAL
The
Association shall have a seal in circular form having within its circumference
the words: PICKETT DOWNS HOMEOWNER’S ASSOCIATION, INC., a corporation not for
profit, State of
ARTICLE XI ‑ MISCELLANEOUS
SECTION
1
The
fiscal year of the Association shall begin on the first day of January (1) and
end on the thirty-first day of December (31) of every year.
Article XII - Obligations
of members; remedies at law or in equity; levy of fines
SECTION 1
Each member of the Pickett
Downs Homeowners’ Association and the members guest, and invitees are governed
by the Covenants and Restrictions, and the Bylaws of Pickett Downs. Actions at
law or in equity, or both, to redress alleged failure or refusal to comply with
these provisions may be brought by the association or any member against:
a) The Association;
b) A member;
c) Any director or officer of the Association who
willfully and knowingly fails to comply with the provisions; and
d) Any tenants, guests, or invitees occupying a parcel
or using the common areas.
SECTION II
The Pickett Downs
Homeowners’ Association may levy reasonable fines, not to exceed $10 (ten
dollars) per violation per day of a continuing violation. In no event shall any
fine exceed $1000 (one thousand dollars) in aggregate for any single violation.
SECTION III
A fine may not be imposed
without notice of at least 14 days to the person sought to be fined and an
opportunity for a hearing before a committee of at least three members
appointed by the Board who are not officers, directors, or employees of the
Association, or the spouse, parent, child, brother, or sister of an officer,
director, or employee. If the committee, by majority vote, does not approve a
proposed fine, it may not be imposed.
SECTION IV
All fines shall be
considered assessments and shall be subject
to the collection methods stated in the Covenants and Restrictions under
Article IV Section 1 for Creation-of Lien and Personal Obligation of
Assessments.
Any collected fine(s) may
be used by the Association to remedy the violation or for any other non related
Association purpose per the reasonable discretion of the Board.
In the event that a
violation continues after the maximum allowable aggregate fine is reached, the
Association may seek other remedies in law or equity, or both.
The prevailing party in
any litigation is entitled to recover reasonable attorney’s fees and costs.
This section does not deprive any person of any other available right or
remedy.
SECTION V
All notices or other
writings which the Pickett Downs Homeowners’ Association is required or
permitted to give to the lot owner shall be deemed to have been delivered if in
writing and hand delivered or mailed via U.S. Certified Mail or delivered by a
nationally recognized express courier service to the most current address as
listed in the records of the Secretary of the Association for the respective
lot owner or the address of the lot owner as listed by the Seminole County Tax
Appraiser’s Office for said lot. It is the lot owners responsibility to keep
the Association informed of any changes in mailing address or ownership.
IN WITNESS WHEREOF we,
being all of the Officers of the PICKETT DOWNS HOMEOWNERS' ASSOCIATION, INC.,
have hereunto set our hands this _25th_ day of _February_2004.
Director
President __________________________________
Director
Vice-President __________________________________
Director
Treasurer
___________________________________
Director
Secretary
___________________________________
‑‑CERTIFICATION‑
I, the undersigned, do hereby certify:
That I am the duly elected and acting
Secretary of the PICKETT DOWNS HOMEOWNER’S ASSOCIATION, INC., a Florida
Corporation, and
THAT the foregoing Bylaws constitute
the original Bylaws of said Association, as duly adopted at a meeting of the
Officers thereof, held on the _25th_ day of _February_ 2004.
Secretary ____________________________