ROBLEDAL/OAKHAVEN LANDOWNERS ASSOCIATION, INC
By-Laws
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. |