BYLAWS
OF
CRYSTAL GLEN HOMEOWNERS' ASSOCIATION, INC.
ARTICLE I
NAME AND LOCATION
The name of the corporation is CRYSTAL GLEN HOMEOWNERS' ASSOCIATION, INC., hereinafter referred to as the "Association." The principal office of the Association shall be located at 1105 Kensington Park Drive, Altamonte Springs, Florida, 32714, but meetings of members and Directors may be held at such places within the State of Florida, Counties of Seminole or Orange, as may be designated by the Board of Directors.
ARTICLE 11
DEFINITIONS
Section 1. "Additional Property" shall mean and refer to that portion of the lands being more particularly described on Exhibit "A" attached hereto not initially included among the Property encumbered hereby but which may be included among the Property in the future upon Declarant's execution and recordation of a supplemental declaration herein according with Article II of the Declaration of Conditions, Covenants, Easements, and Restrictions (the "Declaration") as defined below.
Section 2. "Assessment" means and refers to a share of the funds required for payment of the expenses of the Association, which funds shall be assessed against a Lot Owner from time to time.
Section 3 "Association" means and refers to CRYSTAL GLEN HOMEOWNERS' ASSOCIATION, INC., a Florida corporation not for profit, its successors and assigns.
Section 4. "Board of Directors" means and refers to the board of directors of the Association.
Section 5. "Common Area" means and refers to all real property (including the improvements thereto) and all personal property owned by the Association and streets and tracts of land, if any, shown or drawn on a Plat as owned or to be owned by the Association for the common use, enjoyment, and benefit of the Owners and all property designated as common areas in any future recorded supplemental declaration (but not including any tract dedicated on a Plat to Orange County or another public utility provider); together with the landscaping and any improvements thereon, including, without limitation, all structures, open space, conservation areas, recreation areas, retention areas, masonry walls, walkways, entrance markers, signs, and street lights, if any, but excluding any public utility installations thereon. Certain of the Common Area may be shown as tracts on the Plat.
Section 6. "Declaration" means and refers to the Declaration of Conditions, Covenants, Easements, and Restrictions for Crystal Glen Unit 1 as recorded in the Public Records of Orange County, Florida, and as the same may be amended from time to time.
Section 7. "Declarant" means and refers to The Greater Construction Corp., a Florida corporation, and its successors and assigns, by virtue of such written instruments assigning the rights and obligations of Declarant hereunder recorded in the Public Records of Orange County, Florida. Upon recordation of any such assignment, the initial Declarant shall be released and absolved from any obligations on the part of the Declarant as may arise by or through this Declaration. A Lot purchaser, Lot Owner or Lot mortgagee shall not be deemed to be the Declarant by the mere act of purchase or mortgage of a Lot.
Section 8. "Drainage Easements" means and refers to the drainage easements declared and reserved on a Plat.
Section 9. "Entitled To Vote" means and refers to that Lot Owner who shall cast a vote for a Lot at an Association meeting. If more than one person or legal entity shall own any Lot, the Owners thereof shall determine among themselves who shall be the Member Entitled To Vote. Said determination shall be manifested upon a voting certificate, signed by all Owners of said Lot and given to the Association Secretary for placement in the Association records. Notwithstanding anything contained herein to the contrary, all Lot Owners whether Entitled To Vote or not are assured of all other privileges, rights, and obligations of Association membership and shall be Members of the Association. In no event shall any mortgagee or other party holding any type of security interest in a Lot or the Residence constructed thereon be Entitled To Vote for purposes hereof, unless and until any of said parties obtain or receive fee simple title to such Lot.
Section 10. "Institutional Lender" or "Institutional Mortgagee" means and refers to a bank, savings and loan association, insurance company, mortgage company, real estate investment trust, pension fund, pension trust or any other generally recognized institutional-type lender or its loan correspondent, the Federal Home Loan Mortgage Corporation (FHLMC), the Federal National Mortgage Association (FNMA), the Federal Housing Administration (FHA) or the Veteran's Administration (VA) and to any successor or assignee thereof.
Section 11. "Lot" means and refers to any Lot on a Plat of portions of the Property and any other property hereafter declared as a Lot by the Declarant and thereby made subject to the Declaration.
Section 12. "Member" means and refers to all those Owners who are Members of the Association as provided in Article III of the Declaration.
Section 13. "Owner" means and refers to the record owner, whether one or more persons or entities, of the fee simple title to any Lot situated upon the Property including contract sellers, but excluding those having such interest merely as security for the performance of an obligation.
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Section-14. "Plat" means and refers to the plat of Crystal Glen Unit 1, as recorded in the Public Records of Orange County, Florida, together with any plat of additional land made subject to the Declaration and to the jurisdiction of the Association.
Section 15. "Property" or "Properties" means and refers to the property as described in Section 2.1 of the Declaration, and additions thereto, as are now or hereafter made subject to the Declaration and to the jurisdiction of the Association, except such as are withdrawn from the provisions hereof in accordance with the procedures hereinafter set forth.
Section 16. "Residence" means and refers to any residential building constructed on a Lot for which a certificate of occupancy has been duly issued.
ARTICLE III
MEETING OF MEMBERS
Section 1. Annual Meetings. The first annual meeting of the members shall be held within one (1) year from the date of incorporation of the Association, and each subsequent regular annual meeting of the members shall be held on the same day of the same month of each year thereafter, at the hour of 7:00 o'clock P.M. If the day for the annual meeting of the members is a legal holiday, the meeting will be held at the same hour on the first day following which is not a legal holiday.
Section 2. Special Meetings. Special meetings of the members may be called at any time by the President or by the Board of Directors or upon written request of the members who are entitled to vote one-half (1/2) of all of the cumulative votes of the full membership.
Section 3. Notice of Meetings. Written notice of each meeting of the members shall be given by, or at the direction of, the secretary or person authorized to call the meeting, by mailing a copy of such notice, postage prepaid, at least fifteen (15) days before such meeting to each member entitled to vote thereat, addressed to the members address last appearing on the books of the Association, or supplied by such member to the Association for the purpose of notice. Such notice shall specify the place, day and hour of the meeting, and, in the case of a special meeting, the purpose of the meeting.
Section 4. Notice and Quorum for any Action Authorized under Section 5.5 (Maximum Annual Assessment) an Section 5.7 (Capital Improvements) of the Declaration Written notice of any meeting called for the purpose of taking any action authorized under Sections 5.5 or 5.7 of the Declaration shall be sent to all Members not less than ten (10) days nor more than sixty (60) days in advance of the meeting. At the first such meeting called, the presence of Members or of proxies entitled to cast fifty percent (50 %) of all the cumulative votes of both classes of Membership combined shall constitute a quorum. If the required quorum is not present, another meeting may be called subject to the same notice requirement, and the required quorum at the subsequent meeting shall be one-half (1/2) of the required quorum at the preceding meeting. No such subsequent meeting shall be held more than ninety (90) days following the preceding meeting.
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Section 5. Quorum. The presence at the meeting of members entitled to cast, or of proxies entitled to cast, a majority of the votes of both classes of membership combined shall constitute a quorum for any action except as otherwise provided in the Articles of Incorporation, the Declaration or these Bylaws. If, however, such quorum shall not be present or represented at any meeting, the members entitled to vote thereat shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum as aforesaid shall be present or be represented.
Section 6. Proxies. At all meetings of members, each member may vote in person or by proxy, All proxies shall be in writing and filed with the secretary. Every proxy shall be revocable and shall automatically cease upon conveyance by the member of his Lot.
ARTICLE IV
BOARD O F DIRECTORS SELECTION; TERM OF OFFICE
Section 1. Number. The affairs of this Association shall be managed initially by a Board of three (3) directors, who need not be members of the Association, who shall serve until the organizational meeting.
Section 2. Term of Office. At the first annual meeting the members shall elect three (3) directors for a term of one (1) year.
Section 3. Removal. Any director may be removed from the Board with or without cause by a majority vote of the votes of both classes of membership combined of the Association. In the event of death, resignation or removal of a director, his successor shall be selected by the remaining members of the Board and shall serve for the unexpired term of his predecessor.
Section 4. Compensation. No director shall receive compensation for any service he may render to the Association. However, any director may be reimbursed for his actual expenses incurred in the performance of his duties.
Section 5. Action Taken Without a Meeting. The directors shall have the right to take any action in the absence of a meeting which they could take at a meeting by obtaining the written approval of all the directors. Any action so approved shall have the same effect as though taken at a meeting of the directors.
ARTICLE V
NOMINATION AND ELECTION OF BOARD OF DIRECTORS
Section 1. Nomination. Following termination of the Class B membership, nomination for election to the Board of Directors shall be made by a Nominating Committee. Nominations may also be made from the floor at the annual meeting. The Nominating Committee shall consist of a Chairman, who shall be a member of the Board of Directors, and two (2) or more members of the Association. The Nominating Committee shall be appointed by the Board of Directors prior to each
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annual meeting of the members, to serve from the close of such annual meeting until the close of the next annual meeting and such appointment shall be announced at each annual meeting. The Nominating Committee shall make as many nominations for election to the Board of Directors as it shall in its discretion determine, but not less than the number of vacancies that are to be filled. Such nominations may be made from among members or nonmembers.
Section 2. Election. Election to the Board of Directors shall be by secret written ballot. At such election the members or their proxies may cast, in respect to each vacancy, as many votes as they are entitled to exercise under the provisions of the Declaration. The persons receiving the largest number of votes shall be elected. Cumulative voting is not permitted.
ARTICLE VI
MEETINGS OF DIRECTORS
Section 1 . Regular Meetings. Regular meetings of the Board of Directors shall be held monthly without notice, at such place and hour as may be fixed from time to time by resolution of the Board. Should said meeting fall upon a legal holiday, then that meeting shall be held at the same time on the next day which is not a legal holiday.
Section 2. Special Meetings. Special meetings of the Board of Directors shall be held when called by the president of the Association, or by any two (2) directors, after not less than three (3) days' notice to each director.
Section 3. Quorum. A majority of the number of directors shall constitute a quorum for the transaction of business. Every act or decision done or made by a majority of the directors present at a duly held meeting at which a quorum is present shall be regarded as the act of the Board.
ARTICLE- VII
POWERS AND DUTIES OF THE BOARD OF DIRECTORS
Section 1. Powers. The Board of Directors shall have the power to:
(a) adopt and publish rules and regulations governing the use of the Common Area and facilities, and the personal conduct of the members and their guests thereon, and to establish penalties for the infraction thereof and to charge reasonable admission and other fees for the use of any recreational facility situated upon the Common Area;
(b) suspend the voting rights and right to use of the recreational facilities of a member during any period in which such member shall be in default in the payment of any assessment levied by the Association. Such rights may also be suspended after notice and hearing, for a period not to exceed sixty (60) days for infraction of published rules and regulations;
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(c) exercise for the Association all powers, duties and authority vested in or delegated to this Association and not reserved to the membership by other provisions of these Bylaws, the Articles of Incorporation or the Declaration;
(d) declare the office of a member of the Board of Directors to be vacant in the event such member shall be absent from three (3) consecutive regular meetings of the Board of Directors; and
(e) employ a manager, an independent contractor, or such other employees as they deem necessary and to prescribe their duties.
Section 2. Duties. It shall be the duty of the Board of Directors to:
(a) cause to be kept a complete record of all its acts and corporate affairs and to present a statement thereof to the members at any meeting of the members or at any special meeting when such statement is requested in writing by one-half (1/2) of the Class A members who are entitled to vote;
(b) supervise all officers, agents and employees of this Association, and to see that their duties are properly performed;
(c) as more fully provided in the Declaration, to:
(1) fix the amount of the annual assessment against each Lot at least thirty (30) days in advance
of each annual assessment period;
(2) send written notice of each assessment to every Owner subject thereto at least thirty (30) days in advance of each annual assessment period; and
(3) if deemed appropriate by the Board of Directors, foreclose the lien against any property for
which assessments are not paid within thirty (30) days after due date or to bring an action at law against
the owner personally obligated to pay same;
(d) issue, or to cause an appropriate officer to issue, upon demand by any person, a certificate setting forth whether or not any assessment has been paid. A reasonable charge may be made by the Board for the issuance of these certificates. If a certificate states an assessment has been paid, such certificate shall be conclusive evidence of such payment;
(e) procure and maintain adequate liability and hazard insurance on property owned by the Association;
(f) cause all officers or employees having fiscal responsibilities to be bonded, as it may deem appropriate;
(g) cause the Common Area to be maintained.
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ARTICLE VIII
OFFICERS AND THEIR DUTIES
Section 1. Enumeration of Offices. The officers of this Association shall be a president and vice-president, a secretary/treasurer, and such other officers as the Board may from time to time by resolution create.
Section 2. Election of Officers The election of officers shall take place at the first meeting of the Board of Directors following each annual meeting of the members.
Section 3. Term. The officers of this Association shall be elected annually by the Board and each shall hold office for one (1) year unless he shall sooner resign, or shall be removed, or otherwise disqualified to serve.
Section 4. Special Appointments. The Board may elect such other officers as the affairs of the Association may require, each of whom shall hold office for such period, have such authority, and perform such duties as the Board may from time to time determine.
Section 5. Resignation and Removal. Any officer may be removed from office with or without cause by the Board. Any officer may resign at any time, giving written notice to the Board, the president or the secretary. Such resignation shall take effect on the date of receipt of such notice or at any later time specified therein, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
Section 6. Vacancies A vacancy in any office may be filled by appointment by the Board. The officer appointed to such vacancy shall serve for the remainder of the term of the officer he replaces.
Section 7. Multiple Offices. Any two (2) or more offices may be held by the same person.
Section 8. Duties. The duties of the officers are as follows:
(a) President. The president shall preside at all meetings of the Board of Directors; shall see that orders
and resolutions of the Board are carried out; shall sign all leases, mortgages, deeds and other written
instruments;
(b) Vice-President. The vice-president shall act in the place and stead of the president in the event of his
absence, inability or refusal to act, and shall exercise and discharge such other duties as may be required of
him by the Board.
(c) Secretary. The secretary shall record the votes and keep the minutes of all meetings and proceedings
of the Board and of the members; keep the corporate seal of the Association and affix it on all papers requiring
said seal; serve notice of meetings of the Board and of the members; keep appropriate current records showing
the members of the
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Association together with their addresses, and shall perform such other duties as required by the Board.
(d) Treasurer. The treasurer shall receive and deposit in appropriate bank accounts all monies of the
Association and shall disburse such funds as directed by resolution of the Board of Directors; shall sign all
checks and promissory notes of the Association; keep proper books of account; cause an annual audit of the
Association books to be made by a public accountant at the completion of each fiscal year; and shall prepare an
annual budget and a statement of income and expenditures when requested by the Board of Directors. All checks
of the Association shall be co-signed by any two officers or agents of the Association approved and designated for
check signing by the Board of Directors.
ARTICLE IX
COMMITTEES
So long as a Class B Membership exists, the Declarant shall appoint an Architectural Control Committee, as provided in the Declaration ; thereafter the Architectural Control Committee shall be a committee composed of or appointed by the Board of Directors of the Association; and a Nominating Committee, as provided in these Bylaws. In addition, the Board of Directors shall appoint other committees as deemed appropriate in carrying out its purpose.
ARTICLE X
BOOKS AND RECORDS
The books, records and papers of the Association shall at all times, during reasonable business hours, be subject to inspection by any member. The Declaration, the Articles of Incorporation, and the Bylaws of the Association shall be available for inspection by any member at the principal office of the Association, where copies may be purchased at reasonable cost.
ARTICLE XI
ASSESSMENTS
As more fully provided in the Declaration, each member is obligated to pay to the Association annual and special assessments which are secured by a continuing lien upon the property against which the assessment is made. Any assessments which are not paid when due shall be delinquent. If the assessment is not paid within thirty (30) days after the due date, the assessment shall bear interest from the date of delinquency at the maximum rate of interest permitted by law per annum, and the Association may bring an action at law against the Owner personally obligated to pay the same or foreclose the lien against the property, and interest, costs, and reasonable attorneys' fees of any such action shall be added to the amount of such assessment. No Owner may waive or otherwise escape liability from the assessments provided for herein by nonuse of the Common Area or abandonment of his Lot.
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ARTICLE XII
CORPORATE SEAL
The Association shall have a seal in circular form having within its circumference the words:
CRYSTAL GLEN HOMEOWNERS' ASSOCIATION, INC.
ARTICLE XIII
AMENDMENTS
Section 1. These Bylaws may be amended, at a regular or special meeting of the members, by a vote of a majority of a quorum of members present in person or by proxy. A majority of each class shall not be required, so long as a majority of the cumulative total of votes of the two classes is satisfied.
Section 2. In the case of any conflict between the Articles of Incorporation and these Bylaws, the Articles shall control; and in the case of any conflict between the Declaration and these Bylaws, the Declaration shall control.
ARTICLE XIV
MISCELLANEOUS
The fiscal year of the Association shall begin on the first day of January and end on the 31 st day of December of every year, except that the first fiscal year shall begin on the date of incorporation.
Neither Declarant nor the officers and directors of the Association shall be personally liable to the Owners of the Lots for any mistake or judgment or for any other acts or omissions of any nature whatsoever while acting in their official capacity, except for any acts or omissions found by a court to constitute gross negligence or actual fraud. The Owners shall indemnify and hold harmless each of the directors and officers and their respective heirs, executors, administrators, successors, and assigns against any personal liability for any such acts or omissions while acting in their official capacity, except for such acts or omissions found by a court to constitute gross negligence or actual fraud.
In the event of any dispute or disagreement between any Owners relating to the Property, or any questions or interpretation or application of the provisions of the Declaration or these Bylaws, the determination thereof by the Board of Directors shall be final and binding on each and all such Owners.
IN WITNESS WHEREOF, we, being all of the directors of the Crystal Glen Homeowners'
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Association, have hereunto set our hands this 21 day of July, 1998.
STATE OF FLORIDA
COUNTY OF SEMINOLE
The foregoing instrument was acknowledged before me this 21 day of July, 1998, by Robert A. Mandell, who is personally known to me or who has produced personally known as identification.
STATE OF FLORIDA
COUNTY OF SEMINOLE
The foregoing instrument was acknowledged before me this 21 day of July, 1998, by Hampton P. Conley, who is personally known to me or who has produced personally known
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as identification.
STATE OF FLORIDA
COUNTY OF SEMINOLE
The foregoing instrument was acknowledged before me this 21 day of July, 1998, by Simon Snyder, who is personally known to me or who has produced personally known as identification.
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CERTIFICATION
I, the undersigned, do hereby certify:
THAT I am the duly elected and acting secretary of the CRYSTAL GLEN HOMEOWNERS' ASSOCIATION, INC., a Florida corporation, and,
THAT the foregoing Bylaws constitute the original Bylaws of said Association, as duly adopted at a meeting of the Board of Directors thereof, held on the 17th day of June, 1998.
IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed the seal of said Association the 6th day of August, 1998.
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