BYLAWS

 

These are the bylaws of Cristina Phase II Homeowners Association, inc., adopted in an organizational meeting of the Subscribers to the Articles of Incorporation:

 

ARTICLE I. NAME AND LOCATION

 

The name of the corporation not for profit is Cristina Phase II Homeowners Association, Inc., hereinafter called the Association. The principal office of the corporation shall be located at 1221 East Madison St., Tampa, Florida 33602, but meetings of Members and Directors may be held at such places within the State of Florida, County of Hillsborough, as may be designated by the Board of Directors.

 

ARTICLE II. DEFINITIONS

 

ASSOCIATION shall mean and refer to Cristina Phase II Homeowners Association, Inc., its successors and assigns.

 

COMMON AREA shall mean and refer to all real property, which may be owned by the Association.

 

COMMON ELEMENTS shall mean and refer to such tings as perimeter walls, entrance roads, sidewalks, entranceways, landscaping, etc.

 

LOT shall mean and refer to any plot of land shown on the subdivision plat of Cristina Phase II as a numbered lot.

 

OWNER shall mean and refer to the record owner, whether one or more persons or entities, of a fee simple title to a lot which is part of Cristina Phase II.

 

DEVELOPER shall mean and refer to Campo Enterprises, Inc.

 

DECLARATION shall mean and refer to the Declaration of Covenants, Conditions, and Restrictions applicable  to Cristina Phase II.

 

MEMBER shall mean and refer to those persons or entities entitled to membership as provided in the Articles of Incorporation.

 

ARTICLE III. MEETING OF MEMBERS

 

A.            ANNUAL MEETINGS. The first meeting of the Members entitled to vote shall

            Shall be held within one 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 6:00 p.m. If the

day for the annual meeting falls on a legal holiday, the meeting shall be held on

the first day following which is not a legal holiday at the same hour.

B.            SPECIAL MEETINGS. Special meetings of the Members may be called at any

time by the Board of Directors, or upon written request of one-fourth of the

Members entitled to vote.

C.            NOTICE OF MEETING. Written notice of each meeting of the Members entitled

to vote shall be given by, or at the discretion of, the secretary or person authorized

to call the meeting, by mailing a copy of such notice at least 15 days before such

meeting to each Member entitled to vote there at, addressed to the Member’s

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.

D.            QUORUM. A quorum shall consist of one-tenth (1/10) of all the Members

entitled to vote in person or by proxy.

E.            PROXIES. At all meetings of Members entitled to vote, 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 OF DIRECTORS

 

A.                 NUMBER. The affairs of this Association shall be managed by a Board of Directors consisting of three (3) natural persons, who need not be Members of the Association.

B.                 TERM OF OFFICE. At the first annual meeting, the Members entitled to vote shall elect three Directors to replace those Directors appointed by the Articles of Incorporation. Directors shall serve for one year or until their replacements are duly elected.

C.                 REMOVAL. Any Director may be removed from the Board, with or without cause, by a majority vote of the Members of the Association entitled to vote. In the event of the death, resignation or removal of a Director, his successor shall be selected by the remaining Directors and shall serve for the un-expired time of the former Director.

D.                 COMPENSATION. No Director shall receive compensation for any service he may render to the Association in that capacity. However, any Director may be reimbursed for his actual expenses incurred in the performance of his/her duties.

E.                  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 DIRECTORS

 

1. NOMINATION. Nominations 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 Chairperson, who shall be an existing Director, and two or more Members of the Association. The Nominating Committee shall be appointed by the Board of Directors prior to each 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 non-members.
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

 

A.     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.

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 Directors, after not less than three (3) days notice to each Director.
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

 

A.     POWERS. The Board of Directors shall have the power and authority to:

1.            Adopt and publish rules and regulations governing the use of any

Common Area or Common Element and facilities, and the personal

conduct of the Members and their guests thereupon, and to establish

penalties for the infraction thereof;

2.      Suspend the voting rights 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 60 days for infraction of published rules and regulations;

3.      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;

4.      Declare the office of a Director to be vacant in the event such Director shall be absent from three (3) consecutive regular meetings of the Board of Directors; and

5.      Employ a manager, an independent contractor, or such other employees as they deem necessary, and to prescribe their duties.

 

2. Duties. It shall be the duty of the Board of Directors to:

1.      Cause to be kept a complete record of all its acts and corporate affairs and to present a statement thereof to the Members at the annual meeting of the Members, or at any special meeting when such statement is requested in writing by one-fourth (1/4) of the Members entitled to vote;

2.      Supervise all officers, agents, and employees of the Association, and to see that their duties are properly performed;

3.      As more fully provided in the Declaration, to:

a. Fix the amount of the annual assessment against each lot at least thirty (30) days in advance of each annual assessment period;

b.      Send written notice of each assessment to every Owner subject thereto at least thirty (30) days in advance of each annual assessment period; and

c. Foreclose the lien against any property for which assessments are not paid within thirty (30) days after due date or to bring legal action against the Owner personally obligated to pay the same.

4.      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 certificates shall be conclusive of such payment.

5.      Procure and maintain adequate liability and hazard insurance on property owned by the Association;

6.      Cause all officers or employees having fiscal responsibilities to be bonded, as it may be appropriate;

7.      Cause the Common Elements, or any Common Area, to be maintained.

 

ARTICLE VIII. OFFICERS AND THEIR DUTIES

 

1. ENUMERATION OF OFFICERS. The officers of the Association shall be a president and vice-president, who shall at all times be Members of the Board of Directors, a secretary and a treasurer, and such other officers as the Board may from time to time by resolution create.
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.
3. TERM. The officers of the Association shall be elected annually by the Board and each shall hold office for one (1) year unless he/she shall sooner resign, or shall be removed, or otherwise disqualified to serve.
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, having authority, and perform such duties as the Board may, from time to time, determine.
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 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.
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.
7. MULTIPLE OFFICES. The offices of Secretary and Treasurer may be held by the same person. No person shall simultaneously hold more than one of any of the other offices except in the case of special offices created pursuant to Section D of this Article.
8. DUTIES. The duties of the officers are as follows:

1.      PRESIDENT. The president shall:

a. preside at all meetings of the Board of Directors;

b.      see that orders and resolutions of the Board are carried out;

c. sign all leases, mortgages, deeds and other written instruments and;

d.      co-sign all checks and promissory notes.

2.      VICE-PRESIDENT. The vice-president shall

a. act in the place and stead of the president in the event of his/her absence, inability or refusal to act; and

b.      exercise and discharge such other duties as may be required of him/her by the Board.

3.      SECRETARY. The Secretary shall:

a. Record the votes and keep the minutes of all meetings and proceedings of the Board and of the Members;

b.      Keep the corporate seal of the Association and affix it on all papers requiring said seal;

c. Serve notice of meetings of the Board and of the Members;

d.      Keep appropriate current records showing the Members of the Association together with their addresses; and

e. Perform other such duties as required by the Board.

4.      TREASURER. The Treasurer shall:

a. Receive and deposit in appropriate bank accounts all monies of the Association;

b.      Disburse such funds as directed by resolution of the Board of Directors;

c. Sign all checks and promissory notes of the Association;

d.      Keep proper books of account;

e. Cause an annual audit of the Association books to be made by a public accountant at the completion of each fiscal year;

f.  Prepare an annual budget and statement of income and expenditures to be presented to the membership at its regular annual meeting and deliver a copy to each Member.

 

ARTICLE IX. COMMITTEES

 

The Association shall appoint an Architectural Control Committee, to carry out the architectural control provision of the Declaration, and a Nominating Committee, as provided by these bylaws. In addition, the Board of Directors shall appoint such other committees as deemed appropriate in carrying out its purpose.

 

ARTICLE X. BOOK 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 entitled to vote. The Declaration, the Articles of Incorporation and these Bylaws shall be available for inspection by any Member entitled to vote 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 allowed by law, and the Association may bring legal action against the Owner personally obligated to pay the same or foreclose the lien against the property, or both. The Association shall be entitled to include as a claim in such action all charges for interest, court costs and reasonable attorney’s fees. No Owner may waive or otherwise escape liability for the assessments provided for herein by non-use of the Common Elements or abandonment of his Lot.

ARTICLE XII. SEAL

 

The Association shall have a Seal in circular form having within its circumference the words:

 

ARTICLE XIII. AMENDMENTS

 

A.                 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 proxy, except that the Federal Housing Administration or the Veterans Administration shall have the right to veto amendments while there is Class B membership.

B.                 In the case of any conflict between the Articles of Incorporation, as amended, and these Bylaws, the Articles shall control; and in the case of any conflict between the Declaration, as amended, and these Bylaws, the Declaration shall control.

 

ARTICLE XIV. FISCAL YEAR

 

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.