January 19, 2012
BYLAWS OF WINDMILL VILLAGE AT PUNTA GORDA, INC.
SECTION 1. IDENTITY
These are the restated Bylaws of WINDMILL VILLAGE AT PUNTA GORDA, INC., hereinafter called the "Corporation"; a Corporation not for profit, under the laws of the State of Florida. These Bylaws are adopted for the purpose of governing the Corporation and incorporate by reference the terms and covenants of the Articles of Incorporation of said Corporation and applicable Florida Statutes These Bylaws cannot be in conflict with applicable State Statutes and Articles of Incorporation; and, if so found, the State Statutes and Articles of Incorporation will take precedence over any bylaws herein written.
(1.1) The Office of the Corporation shall be at Windmill Village, 215 Rio Villa Drive, Punta Gorda, Florida 33950.
(1.2) The Fiscal Year of the Corporation shall end on the thirty-first of December each year.
(1.3) The Seal of the Corporation shall bear the name of the Corporation and "Corporate Seal-Florida, 1986, Corporation Not for Profit."
(1.4) All duly elected or appointed members to the Board of Administration will assume office only after he or she has taken the following oath of office:
OATH OF OFFICE:
I, your name, do solemnly swear and affirm that I will uphold and abide by all Federal and State Statutes as they apply to the governance of Windmill Village at Punta Gorda Inc. I furthermore swear and affirm that I will be governed by the provisions of the Articles of Incorporation and the written, shareholder approved, Bylaws of Windmill Village at Punta Gorda, Inc. I further swear and affirm that I will always act in good faith, with the shareholders best interest always before me, so help me God.
SECTION 2. SHAREHOLDER’S MEETINGS
(2.1) The annual meeting of the shareholders chaired by the Board President or designee shall be held at the recreation hall, unless otherwise designated by the Board of Administration, on the third Thursday of January each year, provided however, if that day is a legal holiday, the meeting shall be held on the next day that is not a holiday. Such annual meeting shall be for the purpose of transacting annual business of the Corporation, authorized to be transacted by shareholders, including the election and swearing in of members of the Board of Administration.
2.2) Special shareholders meetings will be held whenever called by the President or by a majority of the Board and must be called upon receipt of a written request from shareholders collectively entitled to cast ten percent (10%) of the voting shares of the Corporation. A meeting of the shareholders must be held no sooner than thirty (30) days and no later than sixty (60) days thereafter for the purpose of considering a motion or action. Such meeting will be chaired by the President or a designee. A Special Shareholders Meeting can coincide with the date of the Annual Shareholders Meeting.
(2.3) Notice of the annual and all special shareholders' meetings stating the time and place and object for which the meeting is called shall be given by the President or Secretary. Such notice shall be posted on the bulletin board in the recreation hall not less than thirty (30) days prior to any such meeting. Notwithstanding such posting, all shareholders must be notified by hand delivery (shareholders must sign that they have received the hand delivered notice) or United States Postal Service (U.S.P.S) mail. Electronic mail (Email) may be used as a substitute for hand delivery or U.S.P.S. mail, but only if so authorized by the individual shareholder.
(2.4) A quorum at shareholders' meetings shall consist of shareholders owning no less than 51 % of the issued voting shares being present in person or by proxy. Acts approved by a majority of the vote cast at a meeting at which a quorum is declared present shall constitute the acts of the shareholders of the corporation, except when approval by a greater number of shareholders is required by the Articles of Incorporation or these Bylaws. Any resolution of the Corporation in support of the sale of a portion of the real property belonging to the Corporation shall require the affirmative vote of not less than 75% of the votes cast by the holders of the issued voting shares.
(2.5) Voting at the annual and all special shareholders' meetings shall be by written or printed ballot. Proxies shall not be used for voting. Shareholders shall be entitled to cast one vote for each corporate voting share held on 31 December for the following annual meeting or 30 days prior to the date of a special meeting, up to the maximum allowed by the Articles of Incorporation. (Reference Articles of Incorporation, Article VI,) Shares to be voted will be validated by corporate records as of the appropriate date. The process for distribution, voting and counting ballots at special and annual shareholders meetings shall follow the process set forth for election of board members as outlined in section 3.1 subsections B.1.a, B.1.c, B.4 and B.5 of these bylaws.
(2.6) Adjourned Meetings. If any meeting of the shareholders cannot be organized because of a lack of a quorum, the members who are present may adjourn the meeting from time to time until a quorum is established.
(2.7) The suggested order of business at Shareholder meetings is, The U. S. A. Pledge of Allegiance, followed by:
A. Call to Order
B. Determining the presence of a Quorum of Shareholders
C. Establish Proof of Meeting Notice
D. Reading and disposition of any unapproved minutes for past Shareholder meetings
E. Report of officers of the Windmill Village Board of Administration, as appropriate
F. Report of pertinent committees
G. Shareholder comments and questions
H. Introduction of the Chairperson of Elections Committee
I. Announcement of ballot results
J. Installation of new members of the Board of Administration
K. The duly elected and sitting members of the Board of Administration set a time and place of their organizational meeting
L. Adjournment
Additions or deletions to the above Order of Business may be made to fit the circumstances of the meeting and the Order of Business placed in the published meeting notice.
(2.8) Shareholders may gain recognition of the chair, during any meeting of the shareholders, provided that he or she:
A. Identifies himself or herself.
B. Has a question, suggestion, reply, or part of a discussion that is timely, in order, or in the general interest of the Corporation.
(2.9) No motion may be made from the floor. All motions or actions to be proposed by the shareholders must be submitted in accordance with 2.2 above.
SECTION 3. BOARD OF ADMINISTRATION
The Corporation will be governed by a Board of Administration consisting of nine (9) Shareholders, in good standing, three (3) of whom will be elected yearly by the Shareholders and who will serve until a successor is elected, and sworn in, except when replaced pursuant to subsections (3.2) or (3.3) herein after. If there is a vacancy pursuant to these subsections the three (3) candidates receiving the highest vote count will be elected to three (3) year terms; the remaining candidate(s) will be elected to the unexpired term(s), according to the declining number of votes received.
(3.1) Election of Board Members shall be conducted in the following manner:
A. At the October Board of Administration meeting, the President shall appoint a chairperson of the search committee who shall select, with the approval of the President, two or more other shareholders to serve on the committee.
B. 1. The Board of Administration shall be elected by written ballot. Proxies shall in no event be used in electing Board members, either in general elections or elections to fill vacancies caused by recall, resignation or otherwise.
(a) Not less than sixty (60) days before a scheduled election, the Corporation shall mail or deliver, by separate mailing or included in another mailing or delivery, to each shareholder entitled to vote, a first notice of the date of election.
(b) Any shareholder desiring to be a candidate for the Board of Administration shall give written notice to the Secretary of the Board of Administration not less than forty (40) days before the scheduled election.
(c) Not less than thirty (30) days before the scheduled election, the Corporation shall mail or hand deliver (shareholders must sign that they have received the hand delivered notice) a second notice of election to all shareholders, together with a ballot which shall list all candidates and other Issues to be voted on. Should the number of candidates equal three (3), and no vacancy is to be filled, then no candidate ballot will be issued. A notice shall be issued giving the names of the nominees that will fill the vacancies on the Board of Administration. Should there be a contest then the ballot will be issued. Upon request of a candidate, the Corporation shall include an information sheet, no larger than 8 1/2 by 11 inches furnished by the candidate, with the mailing of the ballot; with the cost of mailing and copying to be borne by the Corporation.
(d) Elections shall be decided by a plurality of those ballots cast. There shall be no quorum requirement or minimum number of votes necessary for election of members of the Board of Administration, provided that the holders of at least twenty percent (20%) of the issued voting shares participate in the election. No shareholder shall permit any other person to cast his/her ballot. Any such ballot improperly cast shall be deemed invalid. A shareholder who needs assistance in casting his/her ballot by reason of blindness, disability or inability to read or write, may request the assistance of an impartial person to assist in casting the ballot
(e) Notwithstanding the provisions of this section 3.1 subparagraph B.1, an election and balloting are not required unless more candidates file a notice of intent to run than full term vacancies exist on the board. In such case it will be deemed “no contest” for the application of section 3.1 subsections B.2 and B.3.
B.2. Pursuant to Section 7.2 below, the President shall appoint a Chairperson for an election and ballot committee from the shareholders. Said Chairperson will select four (4) or more members to assist at the polls. The election and ballot committee will be drawn from different sections of the park as nearly as can be done.
B.3. If there is a contest, election of Board members shall occur on the date of the annual shareholder meeting.
B.4. All ballots must be received by the Corporate office by 4:00 PM on or before the day prior to the date of the Annual or Special meeting.
B.5.The Secretary will deliver all ballots to the Chairperson of the Elections and Ballot Committee. Vote counting may commence at 4:00 PM on the day prior to the date of the Annual or Special meeting. The results will be given to the President, or Boards designee. The complete results will be read prior to the close of the Annual Meeting.
B.6. Ballots, sign-in sheets, proxies and all other papers relating to elections shall be maintained by the Corporation in accordance with applicable State Statutes.
C. The election shall be by ballot and by plurality of the votes cast, each person voting being entitled to cast his or her vote for each of as many nominees as there are vacancies to be filled. There shall be no cumulative voting.
(3.2) Vacancies created by resignation or removal of Board members and any other vacancies occurring between the annual shareholders meetings may be filled through appointment by the remaining Board members at the next regular administrators meeting, to serve until the next annual election.
(3.3) Any Board member may be removed by concurrence of two-thirds of the votes of the shareholders without cause at a special meeting of the members called for that purpose. A vacancy so created shall be filled in accordance with Section 3, Subsection (3.2). Any member resigning from the Board of Administration may not be elected or appointed for a period of three (3) years from the date of resignation.
(3.4) A meeting of the duly elected Board of Administration shall be held within ten (10) days of their election at such place and time as shall be fixed by the board at the shareholders' meeting at which they were elected and no further notice of the organizational meeting shall be necessary.
A. Regular meetings of the Board shall be held on the third Tuesday of each month except June, July and August.
1. Notices of all Board meetings shall be posted not less than 48 hours before said meetings showing time, date and place with the exception of an emergency meeting.
2. Board meeting notices shall be posted on the homeowners' information board in the recreation hall and on the mail room bulletin board. Reports of these meetings shall be given at the next regular monthly meeting of the Board of Administration. These meetings may be attended by shareholders.
B. Special meetings of the Board may be called by the President. A special meeting must be called within ten (10) days by the President at the written request of one third of the Board members. Except in an emergency, not less than forty eight (48) hours notice of the special Board meeting shall be given, to each administrator, personally, or by mail, telephone or electronically, which notice shall state the time, place and purpose of the meeting.
C. A quorum at Board meetings shall consist of a majority of five (5) members of the entire board. Proxies cannot be used to establish a quorum.
D. Adjourned Meetings. A majority of the Administrators present, whether or not a quorum exists, may adjourn any meeting of the Board of Administration to another time and place. Notice of any adjourned meeting shall be given to all Board of Administration members.
E. The presiding officer at Board meetings shall be the President of the Corporation. In his/her absence the Vice President shall preside. If both are absent the Board members present shall designate one of the members present to preside.
F. The suggested order of business at Board meetings is, Pledge to the U.S.A. Flag followed by:
1. Calling the roll
2. Proof of due notice of the meeting and approval of agenda
3. Reading and disposal of any unapproved minutes
4. Reports of officers, Park Manager, and committees
5. Election of officers, if applicable
6. Unfinished business
7. New business
8. Adjournment
Additions or deletions to the above Order of Business may be made to fit the circumstances of the meeting and the Order of Business placed in the published meeting notice.
(3.5) Board members' fees, if any, shall be determined by the shareholders and approval of any such fees shall require the affirmative vote of not less than three-fourths (3/4) of the issued and outstanding voting shares of the Corporation.
SECTION 4. POWERS AND DUTIES OF THE BOARD OF ADMINISTRATION
All of the powers and duties of the Corporation existing under the Florida Statutes, Articles of Incorporation and these Bylaws shall be exercised exclusively by the Board of Administration, its agents, contractors, or employees, subject only to approval by the shareholders where such approval is specifically required. Without limiting the powers and duties of the Board, it shall have the following expressed powers, in addition to all others herein granted and provided for by Florida Statutes to wit:
1. To impose and collect fees, fines, charges, and assessments for the violation of the Articles of Incorporation, By Laws, and/or Rules and Regulations of Windmill Village at Punta Gorda, Inc. In furtherance of By Laws Sections 8.5 and 12, the Corporation may levy reasonable fines, not to exceed $25.00 per violation, against any member or tenant, guest, or invitee. A fine may be levied on the basis of each day of a continuing violation, with a single notice and opportunity for a hearing, except that no such fine shall exceed $1,000.00 in the aggregate. A fine shall not become a lien against the parcel (location) or Membership Certificate. In any action to recover a fine, the prevailing party shall be determined by the court. 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 (3) members appointed by the Board of Administration who are not officers, directors, or employees of the Corporation, or the spouse, parent, child, brother, or sister of an officer, director, or employee. If the committee, by a majority vote, does not approve a proposed fine, it may not be imposed.
A. To charge, assess and collect dues, fees, charges and assessments, and to enforce collection in accordance with these Bylaws and as allowed by law, including but not limited to a termination of shareholders' rights and privileges and in the event of a shareholder becoming more than sixty (60) days delinquent, to invoke such termination with prior written notice to the shareholder. The Board may suspend and/or extend the sixty (60) days' "grace period" at its discretion due to the existence of unusual or extenuating circumstances.
B. To enter into contracts for the purpose of making available to the shareholders such service as they may request or as the Board may deem appropriate, with the following limitation on improvements: Any non-budgeted item or non-budgeted project costing in excess of $25,000; or any material alteration or substantial addition, regardless of cost, to the common elements or to real property of the Corporation, must be approved by not less than fifty-one percent (51 %) of the shares voted by board-authorized written ballot.
C. To enact a completely new or different set of Rules and Regulations and to alter or amend same as deemed advisable. No changes to the Rules and Regulations will be made until they have been discussed at a monthly Board of Administrators meeting after which notice must be posted a minimum of fourteen (14) days prior to a vote at the next scheduled monthly Board of Administration meeting. In event of a conflict between the Rules and Regulations and these Bylaws the Bylaws shall take precedence.
D. To elect from among its members the chairperson of each of the standing committees.
E. To employ a Florida Licensed Community Association Manager to carry on the day to day operation of the Park. The Park Manager shall be responsible to Board of Administration, reporting to the President of the Board.
F. To confer the authority and the primary duty to the Park Manager to enforce all rules and regulations. Actions taken and results obtained shall be included in the Park Managers monthly report to the Board.
G. No resident and/or shareholder shall be considered for employment as Park Manager or in any full time position.
H. To establish an Architectural Review Board to review all Requests for Modification and provide input and recommendations to the Board of Administration on all matters pertaining to: the dimensions, geometry and locations (lots) assigned to shareholders or locations; requests for setting and erecting structures or making modifications to existing structures or locations; and modifications to and drafting of Park rules governing such issues. Members will be nominated by the President of the Board and confirmed by the Board of Administration for terms of three (3) years as set forth in the Architectural Board Charter.
1. A sub board of the Architectural Review Board will be the Compliance Team. The Compliance Team will monitor all Requests for Modification for compliance and report findings to the Park Manager for further actions. They shall be appointed in the same manner as stipulated for the Architectural Review Board in Section 4, subsection H, above.
SECTION 5. OFFICERS
(5.1) The Officers of the Corporation, who shall be members of the Board shall be President, Vice President, Secretary, Treasurer and Assistant Treasurer, all of whom shall be elected annually by a majority vote of the Board along with such other officers as the Board may, from time to time, designate. Any officer may be removed without cause by a vote of two-thirds (2/3) of the Board members present at any duly constituted meeting.
(5.2) The President shall be the chief executive officer of the Corporation. He /she shall have all the powers and duties usually vested in the office of the President of corporations not for profit, including but not limited to, the power to appoint committees, as authorized by the By Laws or by the members from time to time, to assist in the conduct of the affairs of the Corporation. He/she shall be an ex officio member of all standing committees.
(5.3) The Vice President in the absence or disability of the President shall exercise and perform the duties of the President. He/she shall also assist the President generally and exercise such other powers and perform such other duties as shall be prescribed by the Board.
(5.4) The Secretary shall be responsible for the minutes of all proceedings of the Board and the shareholders. He/she shall attend to the giving and serving of all notices to the shareholders and Board members and other notices as required by law. He/she shall have custody of the Corporations official seal when duly signing an instrument on the Corporation’s behalf. He or she shall be responsible for insuring that proper records are maintained for the Corporation, keep the records of the Corporation and perform all duties incidental to the office and as may be required by the Board or the President.
(5.5) The Treasurer shall be responsible for documentation and accounting of all property of the Corporation including funds, securities and evidences of indebtedness. He/she shall be responsible for having the books of the Corporation kept in accordance with good accounting practice and shall perform all other duties incidental to the office. The Treasurer shall be a standing member of the Ways and Means Committee.
(5.6) The Assistant Treasurer, in the absence or disability of the Treasurer, shall exercise and perform the duties of the Treasurer. He/she shall assist the Treasurer generally and exercise such other powers and perform such other duties as shall be prescribed by the Board.
(5.7) No compensation shall be paid to any officer of the Corporation without approval of three-fourths (3/4) of the issued voting shares of the Corporation by vote taken at a duly constituted meeting of the shareholders.
SECTION 6. COUNSEL
(6.1) An attorney at law, licensed to practice in the State of Florida, who shall not be a shareholder, may be retained by the Board to advise on all legal matters and render such services as may be requested by the Board.
A. When an attorney is consulted on Corporation matters, all Board members shall be invited to attend. A Federation of Manufactured Home Owners of Florida, Inc. recommended attorney should be used for matters where their expertise in the governance of resident owned communities would be beneficial.
B. Any Board member who consults an attorney without Board of Administration approval, shall be personally responsible for all fees and expenses of the attorney.
(6.2) A Certified Public Accountant, who shall not be a shareholder, may be retained by the Board to advise on all accounting matters and render such services as may be required by the Board.
SECTION 7. COMMITTEES
(7.1) The Standing Committees shall be (1) Operations and Management, (2) Maintenance and Utilities, (3) Ways and Means, and (4) Safety and Security. The chairpersons of these committees shall be current members of the Board of Administration. The purpose of the Committees are to collect and present facts, to present pros and cons of alternative choices of action, and to make recommendations to enable the Board at regular Board meetings to make informed decisions. It shall be the duty of these committees to conform their activities to the provisions for fiscal management of the affairs of the corporation as set forth in the Articles of Incorporation and those Sections of these Bylaws which relate to their duties, and to call to the attention of the Park manager, whose duty shall be to enforce all rules and regulations, any violation thereof coming to a committee’s attention and to recommend changes or new Rules and Regulations as may be appropriate. The Chairperson shall work directly with the President by providing him/her minutes of all Committee meetings. With the approval of the Board, each chairperson shall appoint two or more board members to their committee and at least an equal number of shareholders to the chairperson’s committee.
(7.2) Three special committees shall be the audit, elections and ballot and search committees. The chairpersons of these committees shall be appointed by the President from among the shareholders and the chairpersons of these committees cannot be members of the Board. They shall appoint, with approval of the President, two or more other shareholders as members of their respective committees.
(7.3) Other special committees may be established or dissolved by the President as needed. Chairpersons of such committees shall be shareholders but need not be members of the Board. With approval of the President, they shall appoint two or more other shareholders as members to their respective committees.
(7.4) The Operations and Management Committee
It shall be the duty of this committee to:
A. Oversee the activities of the Park Manager and the Corporation office, and to work in harmony with them to gain the best results obtainable for the betterment of the Park and the residents thereof and to review with the Park Manager, whose duty shall be to enforce all rules and regulations, all violations of the Bylaws or rules and regulations, and to bring said violations, if not previously corrected, to the attention of the Board of Administration at the next meeting of the Board of Administration for appropriate action or at a special Board meeting called for such purpose.
B. Receive and review reports on recommendations and actions taken by the Park Manager as a result of written and signed suggestions, comments and criticisms received from residents relative to the homes and facilities of the Park.
C. Except for those matters contained in Section 7.6 E of these Bylaws, to formulate and recommend to the Board of Administration a set of rules and regulations governing all shareholders and residents of the park, and after approval of such by the Board, to assure proper dissemination of such rules and regulations to present and prospective share holders and residents as set forth in Section 2.3 of these Bylaws.
D. With the approval of the Board, set the terms of employment, remuneration and job specifications of all hourly and salaried employees.
E. Provide oversight to the Park Manager on any home owner's request to rent his/her home to a person or persons applying for admission in accordance with Older Persons’ Community laws and HUD Directives and these Bylaws.
F. Carry out such duties and assignments as the Board may designate from time to time.
(7.5) Maintenance and Utilities Committee
It shall be the duty of this committee to:
A. Establish standards of maintenance of the buildings and grounds of the Park.
B. Propose projects, modifications and/or improvements pertaining to the grounds, roads, buildings and other common property of the Park and to monitor those projects which have been approved by the Board of Administration and/or the shareholders in accordance with these Bylaws.
C. Receive and review reports on recommendations and actions taken by the Park Manager pertaining to work done by the Park maintenance team.
D. Secure volunteers to serve as needed.
E. Carry out such other duties and assignments as the Board may designate from time to time.
(7.6) Ways and Means Committee:
It shall be the duty of this committee to:
A. Consult with, and advise the Board in regard to budget and financial affairs the Corporation.
B. Prepare the annual expense budget with the Park Manager.
C. Recommend to the Board any changes to be made in the monthly assessment for the shareholders.
D. Recommend to the Board any changes to be made in fees for service rendered to the shareholders by the Park.
E. Formulate and recommend to the Board a set of rules and regulations and procedures for transfer or purchase of shares. .
F. Review Park Manager's recommendations for Fire and Casualty Insurance, Worker’s Compensation Insurance and such other forms of insurance as seem desirable or as required.
(7.7) Safety and Security Committee:
It shall be the duty of this committee to:
A. Consult with and advise the Board of Administration in regard to the safety and security of life and property within the park;
B. Establish standards for paid and volunteer security staff;
C. Review Park Manager's recommendations for the practices and training of paid and volunteer security staff;
D. Carry out such other duties and assignments as the Board may designate from time to time.
(7.8) Audit Committee: The Chairperson of this committee cannot be a member of the Board. It shall be the duty of this committee to examine the books of accounts, bills, vouchers and all records pertaining to the financial affairs of the Corporation not less than annually; report to the Board the state of accounts of the treasury; and consult, as may be deemed advisable or necessary, with a Certified Public Accountant selected by the Board for that purpose.
(7.9) Search Committee: The chairperson of the search committee cannot be a member of the Board. He/she shall appoint, with the approval of the President, two or more shareholders to their committee and shall conduct the search for candidates for the Board in accordance with Section 3, as Subsection (3.1 hereof.)
(7.10) Elections and Ballot Committee: The chairperson of this committee cannot be a member of the Board. He/she shall appoint, with the approval of the President, two or more shareholders, to the committee, whose responsibility shall be to supervise the proper accumulation and counting of all ballots, including elections, called for in these Bylaws.
(7.11) Notices of all Committee meetings shall be posted not less than 48 hours before said meetings showing time, date and place with an exception for an emergency.
(7.12) All committees shall be automatically dissolved at the conclusion of each annual election.
SECTION 8. FISCAL MANAGEMENT
The provisions for fiscal management of the Corporation as set forth in the Articles of Incorporation shall be supplemented by the following provisions;
(8.1) Accounts: The receipts and expenditures of the Corporation shall be credited and charged to accounts under the following classifications, as appropriate, and all of which expenditures shall be recognized as common expenses:
A. Share Certificate Account to be used exclusively for accumulation of funds against underfunded share accounts, check clearing to facilitate share transactions between a home (location) seller and a buyer, and other uses as clearly directed by the By Laws of the Corporation.
B. Operations Account, which shall include all expenditures within the year for which the budget is made, including a reasonable allowance for reserve and operating funds. The following should also be included; gross revenues from the use of corporate facilities, assessments of shareholders locations and from other sources. Expenses required by any revenue producing operation will be charged against operations, and any surplus from any operation shall be used to reduce the assessments for the current expenses for the year during which the surplus is realized or, at the discretion of the Board, in the year following the year in which the surplus is realized or transferred to reserves. Losses from operations shall be offset by assessments against shareholders, as necessary, and assessments may be made in advance in order to provide a working fund.
1. Multiple sealed bids must be solicited for all work over $25,000.00, including mowing, roadwork, roof repairs, etc. These bids are to be opened at a posted meeting of the Maintenance and Utilities Committee.
2. Any proposed non-budget expenditure in excess of $1,000.00 shall first be referred to the appropriate committee, who will forward it to the Ways and Means Committee for consideration. The appropriate committee, along with the Ways and Means Committee will present it to the Board at the next regular meeting for the Board’s approval before such expenditure is made.
3. In the absence of a quorum of the Board, expenditures for repair or replacement, or for services or equipment necessary for the safe operation of the Park, may be approved by the Manager with a majority of the Board members currently in residence.
C. The Reserve Account, for renewal, replacement and improvements, of the Corporation’s Property shall include funds for repair or replacement required because of damage, depreciation or obsolescence, and for capital expenditures for additional improvements or additional personal property that will be part of the Corporate facilities.
(8.2) Budget: The Board shall submit a proposed budget for each fiscal year that shall include the estimated funds required to defray the common expenses and to provide and maintain funds for reserves. A copy of the proposed budget shall be delivered, to each shareholder not less than sixty (60) days prior to the shareholders’ annual meeting at which it is to be considered, together with a notice of said meeting in accordance with subsection 3.1,B.1,a of these By Laws. Should the proposed budget be approved by a majority of shareholders at the annual meeting, then such budget shall not be reconsidered by the Shareholders hereafter. Should the proposed budget not be approved by the shareholders, then the last approved budget’s assessments and expenses may be increased by the Board of Administration unilatterly by up to a maximum of 5% for the ensuing year.
(8.3) Assessments: Assessments against the shareholders for their share of the items in the budget shall be included as a line item in the budget, (see subsection 8.2 above.) Such assessments shall be due and payable as determined by the Board. Nothing herein shall serve to prohibit or prevent the Board from imposing a special assessment in the case of any immediate need or emergency.
(8.4) Shareholders assessments: Each shareholder shall be liable for a portion of the total assessment. The actual amount of each shareholder's portion shall be calculated based on the annual budget and assigned location.
8.4.1 In the event that a Membership Certificate Holder is delinquent in the payment of his property taxes to Charlotte County and a tax certificate is issued on the property, the Corporation, at its discretion, may pay the taxes on behalf of the Membership Certificate Holder. The amount paid by the Corporation, plus the maximum interest allowed by law (presently 18% per annum), shall be assessed against the Membership Certificate Holder and collected under the terms of Section 8.5., of these By Laws. Funds for the payment of the delinquent taxes shall be taken from the Operations Account and assessments paid under this Section shall be deposited into the Operations Account.
(8.5) Defaults for Non-Payment of Assessments and Other Charges:
If an assessment is not paid, or any other similar charge required to be paid by shareholder is not paid within thirty (30) days from the date notice of it is mailed, the Corporation shall send a second notice, to advise the shareholder that his or her voting rights shall be suspended if the assessment or charge is not paid within ninety (90) days from the assessment’s due date, and to advise, further that if such assessment or charge is not paid within thirty (30) days after the mailing of the second notice, the Corporation may declare said shareholder in default and initiate legal action to recall his or her shares. The Corporation shall pay to said shareholder the amount of his purchase price of the shares, in accordance of the provisions of subsection 10.5 herein and security bond less any unpaid assessments or charges and interest thereon which accrue until the date of the disposition of the shares, and less the Corporation’s attorney’s fees and costs in the enforcement activities.
If an assessment is not paid and the shareholder has been terminated for non-payment thereof, said shareholder or any other person or persons in possession of the shareholder’s location, by or through the right of said shareholder, shall promptly quit and surrender the assigned Park location to the Corporation. The Corporation may re-enter and repossess the Park location without additional notice being given to vacate said location. If said shareholder, or any other person or persons in possession by or through the right of said shareholder, does not vacate the Park location upon termination of the shares, the Corporation may take action to evict said shareholder or other persons and regain possession of the Park location.
Any Membership Certificate Holders assessment which is not paid within thirty (30) days of the due date shall be charged interest at the maximum percentage rate per annum as allowed by law for each day the payment is delinquent beyond the thirty (30) days’ grace period. All payments on account shall be first applied to recovery of the Corporation’s attorneys’ fees and collection costs, then to interest and finally to the assessment balance.
The Corporation shall have a lien against the shareholder’s certificate to the extent of any sums due the Corporation that are not paid when due. The lien shall be superior to the rights of the shareholder or any person in possession under said shareholder. If the sums are not paid within sixty (60) days after they are due and payable to the Corporation, then, at its option, the Corporation may initiate action to foreclose the lien. The Corporation shall be entitled to recover all its costs and reasonable attorney’s fees incurred in connection with such foreclosure.
SECTION 9. SHAREHOLDER'S EQUITY
Interest of Shareholders in Corporation Assets: Each certificate holder shall own an individual fractional part and certain interests in the total equity of the corporation based on the number of shares owned In the event of dissolution the size of said part will be dependent upon the number of shares issued at such time. The total number of corporate shares is 8529 per the Articles of Incorporation as amended.
SECTION 10. SHAREHOLDER'S CERTIFICATES
(10.1) Certificates: The Corporation shall issue membership certificates to its shareholders. No stock certificates shall be issued by this Corporation. A total of up to 8529 non-negotiable shares may be issued by the Corporation at the price per share as stated in the Articles of Incorporation and the maximum number of voting shares allotted to each Park location shall be as stated in the Articles of Incorporation. Included in the 8529 issued shares, are those extra shares which have been allotted to each shareholder occupying a marina or other water front locations (for whom three (3) and two (2) additional non-voting shares respectively, shall be issued.)
A. No membership certificates are to be redeemed until the sale of the home or transfer of the location is completed.
B. Qualified perspective members of the corporation must purchase all the membership certificates allotted to their perspective location along with a $285.00 security bond. The obligation to purchase all membership certificates and the required security bond will be imposed on heirs and devisees who wish to take possession of a location for which all allocated certificates and/or the security bond have not been fully funded.
(10.2) Form of Membership Certificate: The form of the certificate from time to time shall be determined by the Board. All membership certificates shall be signed by the President and Secretary of the Corporation and shall have the Corporation Seal affixed thereto.
(10.3) Registration and Recording of Membership Certificates: The Corporation shall maintain a register for the issuance and cancellation of membership certificates. In addition the Shareholder shall be responsible to record the Membership Certificates in the Public Records of Charlotte County, Florida, and to pay any State of Florida documentary stamp, tax, dues there on.
(10.4) Transfer of Membership Certificates: If a Membership certificate was issued to a husband and wife, then upon the demise of the first spouse the survivor shall automatically retain ownership as long as assessments and charges against the shareholder are current. Certificates may pass to a shareholder's heirs or devisees upon the death of the shareholder, subject to the right reserved by the Corporation, represented by the Board, to disapprove the shareholder's heir or devisee within thirty (30) days of written notification to the Corporation by said heir or devisee of the claim to ownership of the shares. In the event the shareholder's heir or devisee is not approved by the Board, the said certificates shall be returned to the Corporation and the Corporation shall refund the face amount thereof promptly to the appropriate devisee(s) or heir(s).
The certificate has value only to the registered holder and therefore may not be sold, pledged, assigned, transferred or hypothecated. The certificate shall bear a legend stating the following:
"The value of this certificate is personal to the registered holder, and his or her heirs or devisees and any attempt to sell, pledge, assign, transfer or hypothecate same is prohibited."
Transfer or conveyance of the certificate is restricted to return of same to the Corporation.
(10.5.)The Corporation shall repurchase a member’s membership certificates in the following manner: (1) The member shall deliver said member’s membership certificates to the Corporation; (2) The Corporation shall make available said membership certificates allotted shares for resale to qualifying prospective members of the Corporation; and (3) Upon the resale of said membership certificate’s allotted shares to a qualifying member of the Corporation shall pay the former member the face value of each membership certificate previously delivered to and resold by the Corporation. The Corporation shall provide a written receipt to each member upon the delivery of a member’s membership certificates for which the allotted shares have become available for resale by the Corporation.
SECTION 11. RENTALS BY SHAREHOLDERS TO OTHERS
The Board shall have the right within its discretion to allow or disallow any shareholder to rent to others his or her mobile home, which, due to circumstances, he or she is prevented from occupying, resulting in needless financial loss if he or she was required to maintain his or her position without rental income. The Board shall, in all such cases, reserve the right to approve or disapprove any prospective tenant with the concurrent right to evict any disapproved tenant and no liability shall be incurred by the Corporation or Board of Administration by reason of such eviction.
SECTION 12. DEFAULT FOR REASONS OTHER THAN FOR NON-PAYMENT OF ASSESSMENTS
(12.1) Default by Shareholder:
If a shareholder violates the Articles of Incorporation, Bylaws or rules and regulations of the Corporation other than for non-payment of assessments, the Corporation shall notify the shareholder by written notice of the breach, transmitted by certified mail. If the violation continues for a period of ten (10) days from the date of the notice, the Corporation may terminate the shareholder's rights of residency by a second notice in writing transmitted in the same manner as the first notice, effective not less than thirty (30) days after mailing of the second notice and the Corporation shall require said shareholder to quit and surrender the Park Location and to surrender his membership certificate as provided under Section (8.5) hereinabove.
If the Board elects to terminate the shareholders rights of residency as provided above, the shareholder shall promptly quit and surrender the Park Location to the Corporation and the Corporation may re-enter and possess said Park Location without any additional notice. If the shareholder does not vacate the Park Location upon said notice, the Corporation may evict the shareholder at will.
(12.2) Injunction:
The Board may seek injunctive relief against the shareholder or other resident because of any default under this Section 12.
(12.3) Costs and Attorney's Fees:
In the event that the Corporation is required to retain the services of an attorney or incurs any costs or expenses in order to enforce the obligations of shareholder or renter such fees, costs and expenses shall be chargeable to the defaulting party and in the event that there shall be a forfeiture of a Membership Certificate, such fees, costs and expenses shall be deducted from any amount which may be otherwise due to a the defaulting shareholder as a result of the surrender of his/her Membership Certificate.
SECTION 13. USE RESTRICTION
The use of the Park Location and any of the Corporation facilities shall be subject to the following provisions:
(13.1) Use of Park Locations:
Windmill Village at Punta Gorda, Inc. is a community intended and operated as housing for older persons" within the meaning of the Fair Housing Amendments Act of 1988, 42 U.S.C. Sections 3601, et seq..
Occupancy of a dwelling unit on a Park Location shall not be permitted unless at least one person in such dwelling unit shall be fifty-five (55) years of age or older; provided, however, all other occupants (excluding "under age guests" as defined below) of the dwelling unit must be at least forty-five (45) years of age. In the event that all of the occupants of a dwelling unit who are fifty-five (55) years of age or older shall die or otherwise discontinue occupancy of the dwelling unit, then the Board of Administration of Windmill Village at Punta Gorda, Inc. is hereby granted and otherwise reserves unto itself the right to terminate the occupancy of the dwelling unit by all persons under fifty-five (55) years of age, if continued occupancy would result in less than eighty percent (80%) of the dwelling units in the community being occupied by at least one person fifty-five (55) years of age or older. Reasonable exceptions to the foregoing restrictions may be authorized by the Board of Administration pursuant to rules and regulations promulgated and hereby authorized, by the Board. Said rules and regulations shall, for example, authorize exclusive occupancy of a dwelling unit by an underage bona fide caregiver engaged to provide care for a dwelling unit owner who is no longer able to maintain occupancy of the dwelling unit without support of a bonafide caregiver for health reasons. An "under age guest" of a dwelling unit owner shall, without restrictions due to age or familial status, be permitted to stay in a dwelling unit owner's unit, provided such stay does not exceed a total of thirty (30) days in any twelve (12) month period.
In order to maintain a community of congenial property owners who are agreeable to abide by the "housing for older persons" restrictions and all other applicable restrictions contained in the Bylaws and Rules and Regulations of Windmill Village at Punta Gorda Inc., the transfer of ownership and/or occupancy of a dwelling unit shall be subject to the following condition: It shall be necessary for the dwelling unit owner to notify the Board of Administration or its duly authorized officers, agents or committee, in writing of all sales, transfers of title, leases or subleases of a unit, or other occupancy of a dwelling unit and no such sale, transfer, lease, sublease or other occupancy shall be valid and effective until the board or its duly authorized officers, agents or committee shall have expressed its approval in writing. Written application for such approval shall contain such information and supporting documentation as may be reasonably required in application forms promulgated by the Board of Administration and shall be accompanied by a transfer fee as determined by the Board in accordance with Florida law. The "supporting documentation" shall include at a minimum a bona fide form of personal identification providing name, birth date, and preferably a personal photograph, such as a driver's license or passport, suitable for photocopying.
(13.1.A) When a mobile home is leased or rented or otherwise occupied by a person or persons other than the, shareholder, the occupant (s) shall have the exclusive right to use the Corporation facilities and property, not the shareholder. Furthermore, dual usage of the property and facilities by a shareholder and renter is prohibited.
(13.1.B) Privately owned docks may only be leased or rented to bonafide residents of Windmill Village.
(13.2) Structures: The minimum and maximum length of a mobile home shall be determined by the Board. All other dimensions and plans are also subject to approval of the Board except that no structure shall be approved if the proposed minimum floor level is more than (1) foot above the minimum elevation required by applicable Federal (FEMA), State of Florida or Charlotte County requirements for our community’s designated flood zone.
(13.3) Guests and Visitors : A Guest, who is a person who stays overnight with a resident and who does not pay rent, shall be entitled to occupy the premises of the resident for periods of up to thirty (30) days within any twelve (12) month period upon the approval of the Corporation Park Manager. The number and frequency of visitors, visiting for the day, shall not be limited. However since the recreational facilities of the Corporation are primarily for the use and enjoyment of the residents, the use of such facilities by visitors will be limited to thirty (30) days per visitor within any twelve (12) month period.
Guests and Visitors are entirely the responsibility of their hosts and all guests and visitors shall comply with all the rules and regulations of the Corporation.
(13.4) Lawful Use: No immoral, improper, offensive or unlawful use shall be made of or on a Park Location, and all valid laws, zoning ordinances and regulations of all governmental bodies having jurisdiction shall be observed.
(13.5) Damage: Any damage to the Corporation property or its facilities caused by any resident, renter, guest, or visitor of a shareholder shall be repaired or replaced at the expense of said shareholder.
(13.6) Easements: The Corporation reserves for itself and for any persons or entities providing services to the Corporation, an easement through, or under the Corporation property and upon and under the Park Locations for all utilities, including electricity, sewage, water, gas, telephone, cable tv and such other services as may be reasonably required, and for reasonable ingress and egress, and for drainage.
(13.7) Regulations: Rules and regulations concerning the use of Corporation property and upon Park Locations may be made and amended from time to time by the Board. Copies of such rules and regulations and amendments shall be furnished by the Corporation to all shareholders and householders.
(13.8) Trimming of Mangroves: No resident of Windmill Village and no tenant or guest, employee, contractor or agent of any resident of Windmill Village shall trim any mangroves growing at or near any property leased from Windmill Village at Punta Gorda, Inc. Illegal trimming of mangroves can result in administrative fines and criminal penalties. The owner of the mobile home of the person responsible for the imposition of fines on Windmill Village at Punta Gorda, Inc. as a result of illegal clipping, trimming, removing or damaging the mangroves, by chemical or any other means shall be personally responsible for payment of such fines, fees or costs levied or assessed against or incurred by Windmill Village at Punta Gorda, Inc. If more than one person is responsible, then each homeowner of such persons shall be pro-rata liable for the payment of such fines, assessments, fee and costs.
Windmill Village at Punta Gorda, Inc. reserves the right in its absolute discretion to employ a qualified trimming specialist to legally trim, and the Corporation may designate only selected trees for trimming.
(13.9) Overall Condition:
1. The membership certificate holders shall be responsible for the overall appearance and safety of their home and home site, (Park Location.) They shall, at their own expense, be responsible for all the maintenance, repair, and replacements to their home and the trees, shrubs and plantings in the area surrounding it, and keep it in good repair and in neat, orderly and safe condition at all times.
2. If in the opinion of the Park Manager or the Board of Administration. the appearance is such that it detracts from the overall aesthetic quality of the Park or conditions exist which constitute a nuisance or safety hazard, then upon written notice from the Park Manager to the membership certificate holder, he or she will either a) promptly make any repairs, improvements or replacements to the home and premises as deemed necessary and appropriate by the Park Manager, or b) remove the home from the Park and replace it with a home meeting the full requirements of these Bylaws and rules and regulations of Windmill Village.
3. In the event that the membership certificate holder fails to correct the cited conditions after thirty (30) days’ prior written notice, the Corporation is authorized to have the cited conditions corrected at the membership certificate holder's expense. The costs involved in correcting the cited conditions plus a service charge of ten percent (10%) will be assessed against the membership certificate holder and collected under the terms of Bylaws Section 8.5.
SECTION 14. SALE PURCHASE, LEASE, EXCHANGE OR MORTGAGE OF CORPORATE PROPERTY
The property belonging to the Corporation shall not be sold, leased, exchanged or mortgaged as an entirety without the affirmative vote of 75% of the votes eligible to be cast by the holders of the issued voting shares.
SECTION 15. THE DEPOSITORY
The depository of the Corporation shall be such bank or savings and loan association as shall be designated from time to time by the Board and in which the monies of the Corporation shall be deposited. Withdrawal of monies from such accounts shall be only by checks signed by not less than two corporation Board Members.
SECTION 16. FIDELITY BONDS
A Fidelity bond shall be required by the Board for all persons handling or responsible for Corporation funds in such an amount as shall be determined by the Board. The premiums on such Bonds shall be paid by the Corporation.
SECTION 17. AUDIT
An Audit of the accounts of the Corporation may be made from time to time as directed by the Board. A copy of any audit report received as a result of an audit shall be posted and made available to each shareholder of the Corporation, upon request, not later than thirty (30) days after its receipt by the Board.
SECTION 18. VIOLATIONS AND GRIEVANCES
The Park Manager has the authority as well as duty to handle all violations of rules and regulations. Grievances and/or Violations which the Park Manager is unable to resolve satisfactorily shall be referred to the Board by the Park Manager. The Board of Administration shall deal with such grievances and/or violations in special meetings held for such purpose.
SECTION 19. ABSENCES
A member of the Board who misses three consecutive regular meetings without being excused shall be considered inactive and the board shall appoint a successor in accordance with the provisions of Section 3, subsection (3.2) of these Bylaws.
SECTION 20. PARLIAMENTARY RULES
Robert's Rules of Order (latest edition) shall govern the conduct or of the Corporation meetings when not in conflict with the Articles of Incorporation or these Bylaws.
SECTION 21. AMENDMENTS
(21.1) An amendment or change to these Bylaws may be proposed by either the Board or by the shareholders, who may propose such an amendment by instrument in writing directed to the Board signed by the shareholders representing not less than ten percent (10 %) of the shares outstanding. Upon an amendment being proposed, as herein provided for, the President must call a meeting of the shareholders to be held no sooner than thirty (30) days and no later than sixty (60) days thereafter for the purpose of considering said amendment.
Such approval of said amendment must be by not less than fifty-one percent (51 %) of the shares of those voting, provided a quorum of the shareholders is in attendance at the meeting either in person or represented by proxy.
(21.2) Execution and Recording: A copy of each amendment shall be attached to a certificate certifying that the amendment was duly adopted as an amendment to the Bylaws, which certificate shall be executed by the Corporation with the formalities of a deed and thereafter, inserted in the Corporation records.
The foregoing was adopted as the restated Bylaws of the Corporation by the requisite vote of the shareholders at a duly convened shareholders’ meeting, which was called, at least in part for such purpose, on the 19th Day of January, 2012.
