BYLAWS OF WINDMILL VILLAGE AT PUNTA GORDA, INC.
SECTION 1. IDENTITY
These are the amended Bylaws of WINDMILL VILLAGE AT PUNTA GORDA, INC., hereinafter called the "Corporation"; Cooperative 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 conditions of the Articles of Incorporation of said Corporation and all other applicable Florida Statutes.
These Bylaws can not 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. MEETINGS
(2.1) The annual meeting of the shareholders 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 shall be held whenever called by the President or by a majority of the Board and must be called by such officer upon receipt of a written request from shareholders entitled to cast ten percent (10%) of the issued voting shares of the Corporation.
(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 and said notice shall also be published in the Park News Letter, if feasible under circumstances present at such tune. Those shareholders not in residence at that time shall be notified by mail.
(2.4) A quorum at shareholders' meetings shall consist of shareholders owning no less than 51 % of the issued voting shares either 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 annual meeting or 30 days previous to the date of a special meeting, up to a maximum of eighteen (18) per unit. (Reference Articles Of Incorporation, Article XI,) Shares to be voted will be validated by corporate records as of the appropriate date.
(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 order of business at the annual shareholders' meetings, and as far as practical at other meetings, shall be:
A. Determining the presence of a quorum
B. Proof of notice of meeting
C. Reading and disposal of any unapproved minutes
D. Reports of the officers
E. Reports of committees
F. Appointment of inspectors of election
G. Election of Board Members
H. Unfinished business
I. New business
J. Adjournment
(2.8) Any shareholder 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. A motion or action to be proposed by the shareholders will be submitted in writing, directed to the Board, and signed by not less than ten percent (10%) of the issued voting shares. Upon receipt of a motion or action being proposed as herein provided, 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 motion or action.
SECTION 3. BOARD OF ADMINISTRATION
The affairs of the Corporation shall be managed by a Board of Administration. The Board shall consist of nine (9) shareholders elected by the shareholders. The Board member shall serve until a successor is elected and qualified. Commencing with the annual election in January 1995, five (5) members will be elected. The three (3) who receive the most votes to be elected to a three (3) year term; the remaining two (2) to be elected to a two (2) year term. Commencing with the January 1996 election, four (4) members will be elected. The three (3) who receive the most votes to be elected to a three (3) year term; the remaining one (1) to be elected to a one (1) year term. Commencing with the January 1997 election, and each election thereafter three (3) members will be elected, each to serve a three (3) year term.
(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 or voting machine. 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, including regular published news letters, 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 a second notice of election to all shareholders, together with a ballot which shall list all candidates. 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. 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. The regular election shall occur on the date of the annual meeting.
B.2. If there is to be a contest among the nominees for a place on the Board, the President shall appoint a Chairperson for an election committee from the shareholders who will select four (4) or more members to assist at the polls. The election 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 be held on the third Thursday of January each year.
B.4. To facilitate voting, polls will be opened by a meeting of the Board of Administration at 9:00 AM on the day of election. Upon opening the polls, the Secretary will deliver all absentee ballots to the chairperson of the election committee. Polls will close at 4:00 PM.
B.5. To be able to vote at the polls, shareholders must present identification when requesting a ballot. No person will be permitted to obtain a ballot for another shareholder.
B.6. After the polls are closed, the election committee shall tally all votes and deliver the results to the President who shall read the complete results to the shareholders prior to the close of the annual meeting.
B.7. Ballots, sign-in sheets, proxies and all other papers relating to elections shall be sealed and maintained in the Corporate office for a period of one (1) year from the date of the meeting to which the documents relate.
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 shall be filled 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, (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 Tuesday morning before the third Thursday of each month except June, July and August at 9:30 AM at the recreation hall, without the necessity of formal notice to the individual Board members.
1. Notices of all meetings shall be posted not less than 48 hours before said meetings showing time, date and place with the exception of an emergency.
2. Postings shall be 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 or 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 meeting shall be given personally or by mail, telephone or telegraph, 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) of the entire board. The acts approved by a majority of those present at a meeting at which a quorum is present shall constitute the acts of the Board, except when approval by a greater number of board members is required by the Articles of Incorporation or these Bylaws. 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 order of business at Board meetings shall include the following:
1. Calling the roll
2. Proof of due notice of the meeting
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
(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:
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 Section 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 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. The Board may suspend and/or extend the sixty (60) day "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 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 written approved ballot.
C. To enact a completely new or different set of rules and regulations, to replace those mentioned and referred to hereinabove, if so desired, governing all residents of the Park, and to alter or amend same at any time if it is deemed advisable, including but not limited to, fixing the minimum age at which buyers may purchase and own mobile homes in the Park; likewise, to establish and assess penalties for any violation thereof, and to enforce collection if necessary by action filed in an appropriate court of law. No changes to the rules and regulations will be made until they have been discussed at the monthly Administrators meeting.
D. To elect from among its members the chairperson of each of the standing committees, which to the extent provided by these Bylaws, may exercise the powers of the Board, in overseeing the management of the business of the Corporation, necessary to effectuate for all of the shareholders, all duties and facets enumerated, created and mandated by the Amended Articles of Incorporation of the Corporation, with particular note of the specifics of purpose (and those which may be inferred or suggested) in Article III thereof
E. To employ a State Certified Association Manager to carry on the day to day operation of the Park. The Park Manager shall be responsible to the Operations and Management Committee.
1. The Park Manager shall supervise all employees of the Corporation and shall report monthly in writing, directly to the Board, results or progress being made on all activities undertaken.
2. No resident and/or shareholder shall be considered for employment as Park Manager or in any full time position.
F. To confer the authority and the primary duty to the Park Manager to enforce all rules and regulations. Action taken and results obtained shall be included in the Park Manager's monthly report to the Board.
G. 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.
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 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 from among 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 required by law. He/she shall have custody of the seal when duly signed. 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 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.
(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. An FMO recommended attorney should be used for matters where their expertise in governing 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, (4) Security. The chairpersons of these committees shall be members of the Board elected at the annual meeting. It shall be the duty of these committees to conform their activities to the provisions for fiscal management of the affairs of the corporation set forth in the Articles of Incorporation and those Bylaws which are amendable to its duties. 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 his/her committee. They may also select non-Board shareholders to assist in an advisory capacity.
(7.2) Two special committees shall be the audit and search committees. The chairpersons of these committees shall be appointed by the President from among the shareholders and cannot be a member 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 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 work in harmony with them to gain the best results obtainable for the betterment of the Park and the residents thereof. To call to the attention of the Park Manager, whose duty shall be to enforce all rules and regulations, any violation thereof coming to the Committee's attention, and if same is not corrected so as to be in conformity with the rules and regulations, to bring said matter before the next meeting of the Board thereafter for appropriate action.
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. Prepare a long range program for developing and keeping the homes and facilities of the Park in Five Star conditions.
D. With the approval of the Board, set the terms of employment, remuneration and job specifications of all hourly and salaried employees.
E. Upon the Park Manager's recommendation, take suitable action on any home owner's request to rent his/her home to a person or persons applying for admission in accordance with Older Person HUD Directives and Windmill Village 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. Oversee and approve all projects, modifications and/or improvements pertaining to the grounds, roads, buildings and other common property of the Park.
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 for purchase and ownership of shares and after approval by the Board, deliver printed copy to each present and prospective shareholder and insure compliance with said rules and regulations.
F. Review Park Manager's recommendations for Fire and Casualty Insurance, Workman's Compensation Insurance and such other forms of insurance as seem desirable or as required.
(7.7) Security Committee:
It shall be the duty of this committee to:
A. Consult with and advise the Board of Administration in regard to the 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; 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 (3.1)
(7.10) Notices of all Committee meetings shall be posted not less than 48 hours before said meetings showing time, date and place with the exception of an, emergency.
(7.11) All committees shall be automatically dissolved at the end of the annual election.
SECTION 8. FISCAL MANAGEMENT
The provisions for fiscal management of the Corporation 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 shall be appropriate, all of which expenditures shall be common expenses:
A. Mortgage amortization, which shall include all expenditures within the year for principal reduction, share redemption, security bond redemption and any other expenses related to mortgage amortization.
B. Expenditures, which shall include all expenditures within the year for which the budget is made, including a reasonable allowance for Reserve and Operating funds. At year end, money that a not-for-profit corporation receives in excess of annual expenses must be used for capital improvements or refunded to the residents.
1. Multiple sealed bids must be solicited for all work, including mowing, roadwork, roof repairs, etc. over $25,000. These bids are to be opened at a posted meeting of the Maintenance and Utilities Committee.
2. Any non-budget expenditure in excess of $500.00 shall first be referred to the appropriate committee, who will send it to the Ways and Means Committee. The appropriate committee will present it to the Board at the next regular meeting for action before any expenditure is made.
3. In the absence of a quorum of the Board, expenditures for repair or replacement of 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. Reserve funds, for renewal, replacement and improvements, which 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.
D. Operations, which shall include gross revenues from the use of Corporate facilities, assessment of mobile home sites, and from other sources. Expenses required by any revenue producing operations will be charged against operations, and any surplus from any operation shall be used to reduce the assessments for 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. Losses from operations shall be met by assessments against shareholders which may be made in advance in order to provide a working fund.
(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, by hand or by mail, at the Punta Gorda, Florida address of each shareholder not less than sixty (60) days prior to the meeting at which it is to be considered, together with a notice of the meeting. If such proposed budget be approved by a majority of shareholders at the meeting, such budget shall not thereafter be re-examined by the shareholders. In the event the proposed budget is not approved, Then the last approved budget may be increased up to a maximum of 10% for the ensuing year.
(8.3) Assessments: Assessments against the shareholders for their share of the items in the budget shall be made for the fiscal year annually, in advance, thirty (30) days preceding the fiscal year for which assessments are made. Such assessments shall be due and payable as determined by the Board. If an annual assessment is not made as required, an assessment shall be presumed to have been in the amount of the last prior assessment and payments on such assessments shall be due and payable in the same manner as the prior assessment. In the event the annual assessment proves to be insufficient, the budget and the assessment may be amended at any time by the Board. Unpaid assessments for the remaining portion of the fiscal year for which an amended assessment is made shall be payable as determined by the Board, providing nothing herein shall serve to prohibit or prevent the Board from imposing a lump sum 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 lot 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 it's 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, shall be assessed against the Membership Certificate Holder and collected under the terms of Section 8.5. Funds for the payment of the delinquent taxes shall be taken from the Certificate Account and assessments paid under this Section shall be deposited into the Certificate Account.
(8.5) Defaults for Non-Payment of Assessments
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, advising the shareholder that his or her voting rights have been suspended due to non-payment of the assessment, and if such assessment is not paid within thirty (30) days after the mailing of the second notice, the Corporation may declare said shareholder in default and recall his or her shares. The Corporation shall pay to said shareholder the amount of his purchase price of the shares and security bond less any unpaid assessments or charges accrued to the date of the disposition.
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, by or through the right of said shareholder, shall promptly quit and surrender the Park lot to the Corporation. The Corporation may re-enter and repossess the Park lot without additional notice being given to vacate said lot. If said shareholder, or any other person or persons in possession by or through the right of said shareholder does not vacate the Park lot upon termination, the Corporation may take action to evict said shareholder or other persons and regain possession of the Park lot.
Any Membership Certificate Holders assessment 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) day grace period. All payments on account shall be first (1st) applied to interest and then to the assessment balance.
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 are 8529 per Articles of Incorporation as amended.
SECTION 10. SHAREHOLDER'S CERTIFICATES
(10.1) Certificates: No stock certificates shall be issued by this Corporation. A total of up to 8529 non-negotiable shares may be issued by the Corporation to home owners in the Park, issued at $1,000.00 per share for a maximum of no more than 18 voting shares allotted to each lot. However, those occupying marina and water front lots are allotted three (3) and two (2) additional non-voting shares respectively.
A. 357 additional shares were allotted to water front lots in Articles of Incorporation change dated 1/19/89.
B. No membership certificates are to be redeemed until the sale of the home is completed.
C. Commencing January 16, 2003, all new homeowners must purchase a $285.00 Security Bond at the time of closing, and all membership certificates allotted to their lot at the time of closing. This will include heirs and devisees who wish to take possession of a dwelling unit for which all allotted membership certificates have not been funded.
(10.2) Form of Certificate: The form of the certificate from time to time shall be determined by the Board. All certificates shall be signed by the President and Secretary of the Corporation and shall have the Corporation Seal affixed thereto.
(10.3) Registration of Certificates: The Corporation shall maintain a register for the recording of the certificates.
(10.4) Transfer of Certificates: If the certificates are issued to a husband and wife, 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 applicant.
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, 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.
SECTION 11. RENTALS BY RESIDENT TO OTHERS
The Board shall have the right within its discretion to allow or disallow any householder to rent to others his or her occupied lot and facilities thereon, which, due to circumstances, he or she is prevented from occupying, resulting in needless financial loss if he or she were 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 the Administrative Board 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 Certificate of Incorporation, Bylaws or rules or regulations of the Corporation other than the 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 within thirty (30) days after mailing of the first notice and the Corporation shall require said shareholder to quit and surrender the park lot and to surrender his Corporation certificate as provided under section (8.5) hereinabove.
If the Board elects to terminate as provided above, the shareholder shall promptly quit and surrender the park lot to the Corporation and the Corporation may re-enter and possess said Park lot without any additional notice. If the shareholder does not vacate the Park lot upon said notice, the Corporation may evict the shareholder at will.
(12.2) Injunction: The Board may seek injunctive relief against any 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 any shareholder or renter such costs and expenses shall be chargeable to the defaulting party and in the event that there shall be a forfeiture of a Corporation Certificate, such costs and expenses shall be deducted from any amount which may be due to a defaulting shareholder as a result of the surrender of his/her Certificate.
SECTION 13. USE RESTRICTION
The use of the park lot and any of the Corporation facilities shall be subject to the following provisions:
(13.1) Use of Park Lot: 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..
Except for occupants of dwelling units on lots in Windmill Village at Punta Gorda at the time of the adoption of this amendment to the Bylaws, occupancy of a dwelling unit on a lot 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 under age bona fide caregiver engaged to provide care for a dwelling unit owner who is no longer able to maintain occupancy of the dwelling unit 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.
When a dwelling unit is occupied by a person or persons other than the dwelling unit owner, the occupant (s) shall have the exclusive right to use the association facilities and property, not the dwelling unit owner. Furthermore, dual usage of the property and facilities by a dwelling unit owner and such owner's tenant is prohibited.
(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: Guests of a householder shall be entitled to occupy the premises of the Corporation for periods of up to thirty (30) days on approval of the Corporation Park Manager. The number and frequency of guests visiting for the day shall not be limited, but since the recreational facilities of the Corporation are primarily for the use and enjoyment of the residents, the use of such facilities by guests will be limited to thirty (30) days per guest within any twelve (12) month period.
Guests are entirely the responsibility of their hosts and all guests 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 a Park lot, 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 householder or any guest of a householder shall be repaired or replaced at the expense of said householder.
(13.6) Easements: The Corporation reserves for itself and for any persons or entities providing services to the Corporation, an easement through the Corporation property and upon the Park lots for all utilities, including electricity, sewage, water, gas, telephone and such other services as may be reasonably required.
(13.7) Regulations: Rules and regulations concerning the use of Corporation property 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 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 may designate only selected trees for trimming.
(13.9) Overall Condition:
1. Each membership certificate holder shall be responsible for the overall appearance and safety of his/her home and home site. He/She shall at his/her expense. be responsible for all the maintenance, repairs, and replacements to his/her 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 deemed satisfactory by the Park Manager.
3. In the event that the membership certificate holder fails to correct the cited conditions after 30 days of the original 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 (10) percent will be assessed against the membership certificate holder and collected under the terms of 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 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 or the Park Manager and one Corporation Board Member, when in excess of one hundred dollars ($100).
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. GRIEVANCES
The Park Manager has the authority as well as duty to handle all violations of rules and regulations. Grievances which he/she is unable to resolve satisfactorily shall be referred to the Board by him or her. The entire Board shall deal with grievances in special sessions 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, (3.2) of these Bylaws.
SECTION 20. PARLIAMENTARY RULES
Robert's Rules of Order (latest edition) shall govern the conduct or the Corporation meetings when not in conflict with the Articles of Incorporation or these Bylaws.
(21.1) An amendment or change of 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 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.
(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 of 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 were adopted as the Bylaws of the Corporation at a meeting of the Board of Administration on the 18th day of January 2001
Updated 2/12/2010
