ROBLEDAL/OAKHAVEN LANDOWNERS ASSOCIATION, INC
Transcribed by Jennie Merritt
ARTICLE I – Purpose of Incorporation and Goals
(1) To promote maintenance, upkeep and improvements of the Robledal Oakhaven subdivision roads and public areas, by liaison with the county or otherwise, as needed.
(2) To encourage the residents to abide by the Association’s restrictive covenants which are of record in the official records of Santa Rosa County, Florida.
(3) To encourage homeowners to maintain their properties in a manner which will favorably reflect on the entire subdivision.
(4) To act as a central agent for the promulgation of individual homeowner’s ideas for the betterment of the community.
(5) To act as liaison and a resource for its members on legislative matters affecting the area.
ARTICLE II – Membership
(1) Eligibility: Each property owner and/or family occupying a home within the association area shall be eligible for membership.
(2) Association Area: All of the properties located in the Robledal Estates/ Oakhaven subdivision re-plats, which is a matter of Public Record in the Official Records of Santa Rosa County, Florida.
(3) Voting Privileges: The right to vote on behalf of the membership may be exercised by any adult of a member family unit, not to exceed two adult family members whose annual dues have been paid for the current year. For the purposes of voting rights as provided in this section, a family unit’s annual assessment shall be considered delinquent to the extend that two (2) months have passed since the date it was due.
(4) Transfer of membership: Membership in this Association is not transferable or assignable.
ARTICLE III – Board of Directors
(1) General Powers: The affairs of the Association shall be managed by its Board of Directors.
(2) Number, Tenure and Qualifications:
a. The number of Directors shall be four (4). Each Director to serve a two (2) year term. Each odd numbered year two Directors shall be elected and each even numbered year two Directors shall be elected. For purposes of the initial election, rotation will be arbitrarily decided by the Board of Directors. Directors must be members in good standing of this Association and shall hold office until his/her successor shall be elected.
A Director elected to the Board shall be deemed in office until a letter of resignation is accepted by the Board or until he/she has served out his/her term.
b. The Board of Directors shall prepare a summary of accomplishments for the year together with a summary of fiscal expenditures during the month of September. These summaries shall be provided to the members of the Association in such a manner as is provided for the delivery of notices of meetings.
c. Following elections at the annual meeting the Board of Directors shall prepare a budget for the next fiscal year. This budget shall be submitted to the membership within sixty (60) days of the date of the annual meeting.
(3) Regular Meetings: A regular annual meeting of the old and new Board of Directors shall be held without other notice than these By-Laws within fourteen (14) days after the annual meeting, and at such other times as is necessary or appropriate. In no case shall a period of ninety (90) days elapse without a regular or special meeting of the Board of Directors.
(4) Special Meetings: Special meetings of the Board of Directors may be called by or at the request of the President or any two (2) Directors. The person or persons authorized to call special meetings of the Board may fix any place either within or without the subdivision as the place for the meeting. Two (2) days notice shall be given for calling a special meeting unless each Director waives the Notice-Time requirement.
(5) Quorum: A majority of the Board of Directors shall constitute a quorum for the transaction of business at any meeting of the Board.
(6) Manner of Acting: The act of a majority of Directors present at a legal meeting for which a quorum is present shall be the act of the Board of Directors, except as otherwise provided by law of these by-laws.
(7) Vacancies: Any vacancy occurring in the Board of Directors or any new Directorship to be filled by reason of an increase in the number of Directors shall be filled until the next election by the Board of Directors. In the event of a tie vote among a full Board of Directors the President shall cast the tie-breaking vote.
(8) Compensation: Directors, as such, shall not receive any salaries for their services.
ARTICLE IV – Officers
(1) Numbers and Positions: The officers of the Association shall be a President, a Vice President, a Secretary, and a Treasurer.
(2) Election and Term of Office: The new officers of the Association shall be elected annually by the new Board of Directors at their first annual meeting following elections. Vacancies may be filled or new offices created and filled at any legal meeting of the Board of Directors at which a quorum is present. Officers shall hold office until such time as his/her successor shall have been duly installed.
(3) Removal: Any officer or agent elected or appointed by the Board of Directors may be removed by the Board of Directors whenever in its judgment the best interests of the Association would be served thereby.
(4) Vacancies: A vacancy in any office because of death, resignation, removal, disqualification or otherwise may be filled by the Board of Directors for the un-expired portion of the term.
(5) President: The President shall be the principal executive officer of the Association and shall in general supervise and control all of the business and affairs of the Association. He shall preside at all meetings of the membership and of the Board of Directors. He shall sign, with the Secretary or any other proper officer of the Association authorized by the Board of directors, any deeds, mortgages, bonds, contracts or other instruments which the Board of Directors have authorized to be executed, except in cases where the signing and execution thereof shall expressly be delegated by the Board of Directors or by these by-laws or by statute to some other officer or agent of the Association; and in general shall perform all duties incident to the office of President and such other duties as may be prescribed by the Board of Directors from time to time. The President shall cause the books and records of the Treasurer to be audited, upon the change of the Treasurer, but not less than annually.
(6) Vice President: In the absence of the President or when so directed by the President or the Board of Directors the Vice President shall act to perform the duties of the President, and when so empowered to act shall have all the powers of and be subject to all the restrictions upon the President. The Vice President shall perform such other duties as may be assigned to him/her by the President or the Board of Directors.
(7) Secretary: If required by the Board of Directors the secretary shall give bond for the faithful discharge of his/her duties in such sum and with such surety or sureties, as the Board of Directors shall determine.
(8) Treasurer: The Treasurer shall give bond for the faithful discharge of his/her duties in such sum and with such surety or sureties as the board of Directors shall determine. He/She shall have charge and custody of and be responsible for all the funds and securities of the Association; receive and give receipts for monies due and payable to the association from any source whatsoever, and cause to have on deposit all such monies in the name of the Association in such banks, trust companies or other depositories as shall be selected in accordance with the provisions of Article VII of these by-laws.
ARTICLE V – Committees
(1) The Board of Directors, by resolution adopted by a majority of the Directors in office, may designate one or more Committees, either standing or ad hoc, as it may deem necessary.
ARTICLE VI – Meeting of Members
(1) Annual Meeting: An annual meeting of the members shall be held during the month of October each year, for the purpose of electing Directors and for the transaction of such other business as may come before the meeting. If the elections are not held for any reason, the current Board of Directors shall cause the election to be held at a special meeting of the members called as soon thereafter as conveniently may be.
(2) Special Meetings: A special meeting of the members may be called either by the President, the Board of Directors, or not less than twenty five percent (25%) of the members having voting rights.
(3) Place of Meetings: The Board of Directors may designate any place either within or without the subdivision as the place of meeting for any meeting legally called for.
(4) Notice of Meetings: Written or printed notices stating the place, day, hour and purpose of any meeting of the members shall be posted not less than ten (10) nor more than forty (40) days before the date of such meeting.
(5) Quorum: Twenty (20) voting members shall constitute a quorum at any meeting.
ARTICLE VII – Contracts, Checks, Deposits and Funds
(1) All checks, drafts, or other orders for the payment of money, notes or other evidences of indebtedness issued in the name of the Association, shall be signed by such Officer or Officers, Agent or Agents of the Association and in such manner as shall from time to time be determined by resolution of the Board of Directors. In the absence of such a determination by the Board of Directors, such instruments shall be signed by the Treasurer and countersigned by the President.
(2) Deposits: All funds of the Association shall be deposited from time to time to the credit of the Association in such banks, trust companies or other depositories as the Board of directors may select.
(3) Gifts: The Board of Directors may accept on behalf of the Association any contribution, gift, bequest or devise for the general purposes or for any special purpose of the Association.
(4) Contracts: The Board of Directors may authorize any Officer or Officers, Agents of the Association in addition to the Officers so authorized by these by-laws to enter into any contract or execute or deliver any instruments in the name of and on behalf of the Association and such authority may be in general or confined to specific instance.
ARTICLE VIII – Fiscal Year
(1) The fiscal year of the Association shall begin on the first day of January and run until the 31st day of December.
ARTICLE IX – Dues
(1) Annual Dues:
a. The annual dues will be established on the basis of a balanced budget of the operating expenses of the subdivision prepared and submitted by the Board of Directors. Funds will not be expended in excess of the approved budget.
b. A special meeting for presenting the budget will be held within sixty (60) days of the annual meeting. Approval of the budget will require a two-thirds (2/3) majority of the membership voting.
(2) Payment of Dues:
a. Dues shall be payable within thirty (30) days of approval of the budget and shall be considered delinquent after a period of sixty (60) days from the passage of the budget.
b. Assessments of a new member will be pro-rated from the first day of the month in which such new member applies for membership; for the remainder of the fiscal year of the Association.
c. Membership Dues: The annual dues shall be established by the Board of Directors.
ARTICLE X – Amendments to the By-Laws
(1) These by-laws may be altered, amended or repealed and new by-laws may be adopted by a two-thirds (2/3) majority of the members.
(2) Voting will be accomplished by the use of written ballots with ten (10) calendar days allowed for the submission of the ballots to any member of the Board of Directors or other Officers or Agents designated for such collection.
ARTICLE XI – Meeting Procedures
(1) Roberts Rules of Order shall be the Parliamentary Authority for all matters of meetings where procedure is not otherwise provided for in these by-laws.