83-052721 b~ 11 8 s p 1 4 !i · 1983-10-17 · article i ~ the name of the corporation shall be...
TRANSCRIPT
10/17/83
83-052721 B~ 11 8 S P · ~ r () 1 4 !i FIRST AMENDMENT TO
DECLARATION OF COVENANTS, EASEMENTS AND RESTRICTIONS FOR ETHAN'S GLEN
WHEREAS, the Declaration of Covenants, Easements and
Restrictions for Ethan's Glen (hereinafter "Declaration")
was filed by Conqu~stador Development Corp. (~ereinafter
referred to as "Developer"} in O.R. Book 1178, Page 1617,
and was re-recorded in O.R. Book 1179, Page 320, all in the
Public Records of Marion County, Florida; and
WHEREAS, Developer is still the owner of all of the
"Property" {as defined in the Declaration) and desires to
amend the Declaration in certain respects;
NOW, THEREFORE, the Declaration is hereby amended in
the following respects:
(1} Exhibit A and Exhibit B attached hereto were
inadvertently omitted from the Declaration, and shall be
deemed attached thereto.
(2) Sections 9, 10, 11 and 12 of Article I of the
Declaration are hereby amended to read as follows:
"Section 9. 'Planting Bed' shall mean and refer to the area that lies within three feet of the front exterior wall of a Townhouse or Villa, within three feet of the rear wall of a Townhouse or Villa, and within three feet of any concrete patio or slab attached to a Townhouse or Villa.
Section 10. 'Private Drainage Area' shall mean and refer to that parcel designated on the Plat as 'Tract D'.
Section 11. 'Private Streets' shall mean and refer to Tract A on the Plat.
Section 12. 'Rec Area' shall refer to Tract C as shown on the Plat."
(3) Section 1 of Article V of the Declaration is
amended to add the following as an additional subsection:
\OJ Waiver of SuD~ogativn. No Owner of a Town= house, nor his insurance company, shall have the right to seek damaaes :~ainst another Owner for a fire loss or other loss normailv covered under a standard fire and extended coverage~policy. The Owner of each Townhouse shall obtain a clause in his hazard insurance policy in which the insurance company waives its right of subrogation against any other Owner. The Board of Directors of the Association shall have the right to impose other reasonable requirements with respect to the hazar.d insurance policies on Townhouses in order to fully protect the Owners of the Townhouses."
FOWLER, WHITE. GILLEN. BOGGS r·.~:-:-:-' VILLAREAL AND BANKER. P.A. f,:,:C.~~'..::.-. , P.O. BOX 1438
TAMPA. FLORIDA 33601
(4) Article IX of the Declaration is amended to add
the following as an additional Section:
ftsection 5. Maintenance Easements. One wall of each V1lla w1ll be constructed by Developer contiguous to one side boundary of the Lot on which the Villa is located; the Owner of each Villa shall have an easement over the adjoining Lot as may be reasonably necessary to maintain tllat wall, which easement shall be limited to the area within five feet of that side boundary of the Lot."
IN WITNESS WHEREOF, Conquistador Development Corp. has
caused ~~is instrument to be executed, this ~ day of
__ .:::;:.V:;....::'--_./~C-/)~~:;.'_"-..;;_· --' 1983 •
Signed, sealed and delivered in the presence of:
~~~ '// /},// ~A -1)/'/._.r' M /_ :f/ ~.:.-- 'v
STATE OF FLORIDA (
COUNTY OF Mfl ,q,., o A)
CONQUISTADOR DEVELOPMENT -~~..P .o ·-
The foregoing instrument was acknowledged before me, thJs .;?~A>;t- day of ~hd<Cll , 1983 by KotS.t!?<F
. U .1! ·h; v"' IV; , President of CONQUISTADOR DEVELOPMEN"T CORP., a he& ~tt corporation, on behalf of the corporation.
2.
~~/.~ Notary PUbll.c
My Commission Expires: . IIOTMY PUaJC. Sfll£ OF fliiiiiJA 1J ~ If CIJIR1I$SIOII DPIIES RIIIM'I' Z5. J.
8/27/83
0 ... !'j'._;U"
ARTICLES OF INCORPOP~TION
OF
ETHAN'S GLEN HOHEOV.'NERS' ASSOCI AT ION, INC.
In compliance with the requirerner.ts of Florida Statutes
617.013, the undersigned, all of whom are residents of
Florida and all cf whom are of full age, have this day
voluntarily associated themselves together for the purpose of
forming a corporation not for profit ar.d do hereby certify:
ARTICLE I
~
The name of the corporation shall be ETHAN'S GLEN
H0~1EOWNERS' ASSOCIATION, INC., hereafter called the "Asso-
ciation".
ARTICLE II
Principal Office
The principal office of the Association is located at
3101 s.u. College Road, Suite 201, Ocala, Florida 32674.
ARTICLE III
Purpose and Powers of the Association
This Association does not contemplate pecuniary gain or
profit to the members thereof, and the specific purposes for
which it is formed are to provide for the maintenance,
preservation and architectural control of the development
known as the Ethan • s Glen located in ~tar ion County, Florida
on the "Proper~y" as that term is defined in the Declaration
l\...----J:.&..-\IlC ... CQ.L ""CL cf Covenants; Eas~rnents i=!nd Re-
strictions for Ethan's Glen, which Declaration is recorded or
is to be recorded in the Public Records of r-larion County,
Florida, and to promote the health, safety and ... :elfare of the
residents \·:ithin the Property and .:my additions therE-to as
may hereafter be brought \vithin the jurisdiction of this
EXHIBIT A
Association.
the power to:
For this purpose, the i'.!>s0ci.J.tio:: sh.:;ll have
(a) exercise all of the powers and privileges, and
to perform all of the duties and obligations of the
Association as set forth in the Declaration, as the sa~e
:nay be <l~ended fro~ tine to tine as therein provided~
provided, hO\.Yever, that the day to day mair..tenance
and/or rnar..agement activities of the Association nay be
delegated to a property rnanagenent fi~ or other sinilar
business entity or institution~
(b) fix, levy, collect and enforce payment by any
lawful means all charges or assessments pursuant to the
terms of the Declaration~ to pay all expenses in con
nection therewith, and all office and other e:w:penses
incident to the conduct of the business of the Asso
ciation, including all licenses, taxes or governmental
charges levied or imposed against the property of the
Association;
(c) uc~uire (by gift, purchase or othenvise), own,
hold, improve, build upon, operate, naintain, convey,
sell, lease, transfer, dedicate for public use or
otherwise dispose of real or personul property in
connection with the affairs of the Association~
(d) borrow r.:oney and, llrith the assent of t\o~O
thirds (2/3) of each class of members, ~ortgage, pledge,
deed in ttust, or hypothecate any or all of its real or
personal property as security for money borro,.;ed or
debts incurred;
(e) dedicate, sell o~ transfer all O! any part of
the Common Areas (defined in the Declaration) to any
publ~c agency, authority, or utility for such purposes
and subject tc such conditions as may be agreed to by
the membc r s . No such dcdic.:ttion or transfer shall be
effective unless an instrument has been signed by two-
2.
thirds (2/3) of each cl~ss of ~embe~s ~grr.cing ~o such
dedication, sale or transfer;
(f) participate in mergers and consolidatio~s with
other non-profit corporations orcanized for the same
purposes or anne~ additional residential property and
Common Areas, provided ti:at any such mcrge:r, consolidc:.-
tion or annexation shall have the assent of two-thirds
(2/3) of each class of ~errbers;
(g) have and to exercise any and all powers,
rights and privileges uhich a corporation orqanized
under the Non-Profit Corporation Law of the State of
Florida by law rna~ no\v or hereafter have or exercise.
ARTICLE IV
l·1embershio
Every person or entity who is a record owner of a fee or
undivided fee interest in a Totvnhouse or Villa (as defined in
the Declaration) \-rhich is subject. to the Declaration and to
assessments by the Association, including contract sellers,
shall be a member o= the Association. The foregoing is not
intended to include persons or entities who hold an interest
merely as security for the performance of an obligation.
~~~hership shall be appurtenant tc and may not be separated
from ownership of any Townhouse or Villa and a member's share
of or interest in the assets of the Association cannot be
transferred or•nypothecated except as an appurtenance to his
Townhouse or Villa.
ARTiCLE V
The Association shall have ttvo classes of voting member-
ship:
Class ;,. Class A members shall be all Owners (as
deflne:d in the Declaration}, with the exception of the
Declarant (th~ term "Declarant" as used herein shall refer to
the "Developer" nnne4 in the Declaration), and shall be
3.
entitled to one (1) vote for each Townhcusc or Villa o~ned.
\Jhcn nore than one person or entity holds an intere~;t in any
TO\vnhouse or Villa, all such per~ons or entities shall be
members. The vote for such Tm·mhouse or Villa shall be
exercised as they determine, but in no event shall more than
one (1) vote be cast with respect to any T~\.;nhouse or Villa.
Class B. The Class B menber shall be the Declarant \oJho
shall be entitled to three (3) votes for each Townhouse owned
and ten (10) votes for each Lot which Declarant owns and on
which there are no completed Tovnhouses or Villas. The Class
B membership shall cease and be converted to Class A member-
ship on the happening of either of the follo\-ling events,
whichever occurs earlier:
(a) when the total votes outstanding in the Class A
oernbership equal the total votes outstanding in tbe
Class B membership; or
(b) five (5) years from the date of the co~~encenent of
construction of the first To\mhouse Parcel by
Declarant; or
(c) upon the election of Declarant.
ARTICLE VI
Board of Directors
The affairs of this Association shall be managed by a
Board of three (3) directors, who need not be oembers of the
Associ-ation. The number of directors may be changed
amendment of the By-Laws of the Association. The names
addresses of the persons who are to act in the capacity
directors until the selection of their successors arc:
Robert A. ~:antcvani - 3101 s.w. College Ro~d Suite 201 Ocala, Florida 32674
Paul R. Gibson 3101 s.w. Colleae Road Suite 201 • Ocala, Florida 326~4
~iguel A. Ferrer 3101 S. t!. Colleqe !\("'ad Suite 201 -Ocala, Florida 32674
4.
by
and
of
thereafter, the nembers sh:-~ll elect the th:ec {2) director~.
each for a term of one (l) '·ear.
ARTICLE VI!
The affair~ of the Association shall be administered by
the officers designated in the By-La~s. The off!c~rs shall
be elected by the BC"ard of Directors at its fi::-st r:teeting
follo\oring the annual meeting of the r:ternbers cf the Asso-
ciation, and shall serve at the pleasure of the Doard of
Directors. The names and addresses of the officers who shall
serve until their successors are designated by the Board of
Directors are as follows:
President Robert A. Z.lantovani -
Vice-President - Paul R. Gibson
Secretary Higuel A. Ferrer
Treasurer Higuel A. Ferrer
ARTICLE VIII
Indemnification
3101 S.\-1. College Road Suite 201 Ocala, Florida 32674
3101 S.\·1. College Road Suite 201 Ocala, Florida 32674
3101 S.i!. College Road Suite 201 Ocala, Florida 32674
3101 S.t·!. College Road Suite 201 Ccala, Flo::-ida 32674
Every Director and every Officer of the Association
shall be indemnified by the Association against all expenses
and liabilities, including counsel fees, reasonably incurred
by or imposed upon him in connection \Ji th a.ny proceeding ,..,..,..
settlerni!nt of any proceeding to which he m.:1y be: a part or in
which he ~ay !:;cccr:;f? involved by reasvn of hi:; being or having
been a Director or Officer cf the Association, whether or not
:..
he is a Director or Officer .:..t the tir:~e ~;uch e:-:penses are
incurred, except \-lhen the Director or o:: ::icer is adjudged
guilty of gross negligence or uill!:ul ni~~conduct in the
performance of his duties; provic~d, that in the event of a
settlement~ the indemnification shall c.pply cnly v1hen the
Board of Directors approves such settlcne~t and rP.ir.bursement
as being for the best interest of the Association. The
fo::-egoing right of ir.der.mificaticn shall be in addition to
and not exclusive of all other rights to which such Virector
or Officer may be entitled.
ARTICLE n:
Bv-Lc\iS
The first By-Laws of the Association shall be adopted by
the Board of Directors, and may be altered, amended or
rescinded in the nanner provided in the By-Laws.
ARTICLE X
Declaration
In the event of any conflict between these Articles and
the Declaration, the provisions of the Declaration shall
control.
ARTICLE XI
Amendments
Amendments to the Articles of Incorporat_ion shall be
adopted i~ the following manner: notice of the subject
matter of a proposed amendment shall oe included l.i'i the
notice of any meeting at which the proposed amendnent is
considered; a resolution for the adoption of a proposed
6.
by r.-:crnbe:rs o! the l'\ssociation, and sh<1ll b~ ccr~sicercd at a
joint ~ccting of ~enters and directors: ciirc~tor~ and ~embers
not prcsen~ in pcrscn 0r by pr0:::: at the r-:ceti:H~ considcrinc
the ar:tenanent ::::ay e:l-:prcss their approv.:J.l in ·,;ri ting, ?::ovided
that the approval is delivered to ~he Secret~r'-' at or prior
to the neeting: a resolution adopting a proposed ar..endr::ent
shall recui=e the apprcval of a najority of the directors and
at :east a r::ajority vote oi the member~ of the Association.
The l-.rticles na:' also be a~ended \·li tf:.out a neeting by
the written joinder and ccnsent to the amendr::ent by all of
the directors and all of the Townhouse Owners.
Provided, however, that no amendment shall make any
changes in the qualifications for membership nor the voting
rights of members, without approval in writing by all of the
members and joinder of all record owners of mortgages on
Townhouses. No amendnent shall be nade that is in ccnflict
with the Declaration.
i'..nendrnents shall not be effective until a copy certified
by the Association as having been properly adopted has been
recorded in the Public Records of z.:arion County, Florida.
AP.TIC!.E XII
Subscribers
The names and addresses of the incorporators of the
Association ana· subscribers of these Articles of Incorpo-
ration are as follows:
Name
Robert A. Mantovani -
Paul R. Gib~:on
Miguel A. Ferrer
Addres~
3101 s.w. College Road Suite 201 Ocala, Florida 32674
3101 s.w. Colleqe Read Suite 201 Ocala, Florida 32674
3101 S.W. Cellccc Read Suite 201 ' Ocala, Florida 32674
7.
Al~TICLE XII I
ReqistercC. O~fice and Aaent
The st::::cet address of t!1e Associ.:1tion • s ini ti<J.l ::-egis-
tered c~fice is 3101 S.t·:. College Ro<J.d, Suite 201, Oc<J.la,
Florid~ 326/4, and the n.:1me of ~he Associatio~'s initial
registered agent at such of~icc is Robert A. Nantovani. The
Association may change its registered office or agent or both
by filing ~.-i th the Department of State of the State of
Florida a st~tement complying with Florida Statute 607.037.
F.RTICLE XIV
Dissolution
The Association may be dissolved with the assent given
in writing and signed by not less than two-thirds (2/3) of
each class of wernbers. Upon dissolution of the Association,
other than incident to a merger or consolidation, the assets
of the Association shall be dedicated to an appropriate
public agency to be used for purposes sioilar to those for
which this Association was created. In the event that such
dedication is refused acceptance, such assets shall be
granted, conveyed and assigned to any non-profit corporation,
association, trust or other organization to be devoted to
such similar purposes.
ARTICLE i\.V
Duration
The corporation shall exist perpetually.
ARTICLE XVI
-··· 1••- ... -------, rnft{Vft ftUOJ:"UVC1..L
As long as there is a Class B membership: the following
actions will require the prior approvul of the Federal
Housing tl.dministr<-:. tion or the Veterans r-.dministration:
armexaticn of dcidi tional properties other than additional
Phases (defined in the Declaration) as provided in the
8.
, '
Declaration, i:1Cr(1ers .:1r:c consolidation:;, :::or~-=_:~H!ins; c:f Cor.'.non
Areas, .:ledic~tion of Cor.non Art.:as, l!i:.o:_:olutiP:: ... 1d d:'lenament
of these Ar~~cles.
Hi \·:I'I::ESS t·:HE~ECF, the undersigned sl.!bscribers have
executed these .i\:::-ticlcs o: !ncoq:c:::-c:.tion fo::- the uses and
purposes e:-:pressed herein, this 2~ day of
19 $--1
/7~vani, Subscnber
Pau.J. R. pibson, Subscriber
STATE OF FLCRIDA
COu"NTY OF Z.lARION
The foregoing inst::-ument was acknowledged before me this
tl A~ day of hn !lc7l , 19 f3, by Robert A. Hantcvani.
Notary Public
Nv Commission E:-:oires: - ~qy PU!!.It. STAt! Of Piiiillil Af U1G£
MY co--. EJP!I£S fDIIIAIY a • ) /
·,.., ..
~ : .
I ·'I :; . J.
n 'I : '\ \\....,. STATE OF FLORIDA ·,, ' ..
COUNTY OF NAR!ON
The foregoing instrument was acknowledged before me this
day of l9 Yj , . by Paul R. Gibson.
My Co~ission Expires:
9.
IMJTdY l'll&IC. SlAii Of Fi01i1l'A if t.'2Q fiiY (.l)tiMIS.iiON UPIW ftJIIUMf ~ lSG
0 t. 1 ~ \,;. ! . :: ~. r r () 1 t) r-; _ c..._... V 1 ,,v.._ t... '
STATE CF FLORIDA
COtl!-:TY OF HJ\RICI-:
The forcaoina instrunent was acknowledqed before ne this
;216 day of- _&_/y/.fj 1 19 .f3 1 by l'1igu~l .;. Ferrer.
!-!;: Co::r.mission Expires: ~ I'UiiliC. Stall Of fW!ItllA lt tAKE tl'f CCfAI:j!gll OO'li£5 f£iU!Y 25. 1515
I I
·'
I.
CI:RT!FIC!,TE Df.SIGl~ATI~lG PLi\C!~ CF !3USI:,;r:ss OF. DCPICILE FOP. 'I'i!E SERVICI.: GF PHOCESS ~:I'l'H r:; TlilS
STNl'E, !Jlll-iiNG i\GENT Ul'O!: l..liG:~ PROCESS ~;1\Y !3E ~ERVEG.
In pursua~c~ of Ch~ptc~ 48.C9l, Florid~ Statutes, ti::e :ollc\":ir.s- is subr::i ttec, .i:1 coi:'!plic::r:c<-: vli t:. said ~-~ct:
organi~c ur:cc:::: the laHs o: the Stc>.t€! of Flo:::: ide. Hi th its
p::::-i:1cipal o:::ice, as ir:dicated in the .?.rticles c!: Ir.corpo-
ration at C~ty of Ocala, County of ~arion, State of Florida,
has naned Robert J!... 1-lantovani, c/o N~ntovani Investr::ents,
3101 S~-I College Road, Suite 201, City of Ocala, County of
~~rion, State of Florida, as its agent to accept service of
process within this state.
DATED this 2..: day of __ ..::;:C::...;<!o.o--.tc........:<:.:-:::":...:<l".J--"'.:."..:;.-_~L=---' 19 S.).
ETHAN'S GLEN HOHEOUNERS' ASSOCIATIOr~, Ir!C.
Having been r.arnec to accept service of process for the
above stated corporation, at place designated in this certif-
icate, I he::::-eby accept to act in this capacity, and agree to
comply with the provision of the above mentioned statute
relative to pe~forrnance of my duties.
F\'IC3/ a
8/27/83
BY-LAi\S
OF
ETHAN'S GLEN HmlEO\-JNERS' ASSOCIATIOt:, !i:C.
ARTICLE I.
I den~
Section l. These are the By-Laws cf ETHAN'S GLEN
HOHEOWNERS' ASSOCIATION, H~C., hereinafter !'eferred to as the
"Association", a corporation not for pro:it under the laws of
the State of Florida, the original Articles of Incorporation
(hereinafter "Articles") of which have been filed in the
office of the Secretary of State. The Association has been
organized for the purpose of providing for the ~aintenance,
preservation and architectural control of the development
kn~•T. as Ethan's Glen located in }2rion County, Florida, and
for the purpose of perforoing certain other functions as set
torth in the Articles and in the Declaration of Covenants,
Easements and Restrictions for Ethan's Glen (hereinafter
•neclaration") located on N.E. 21st Street and 39th Avenue,
in Ocala, Florida, which Declaration is recorded or is to be
recorded in the Public Records of f·2rion County, Florida.
Section 2. The initial mailing address of the Asso-
ciation shall be 3101 s.w. College Road, Suite 201, Ocala,
Florida 32674.
Section 3. The Association shall operate on a calendar
year basis, beginning on the 1st day of January and ending on
the 31st day of December of each year. The Board of Direc-
tors is expressly authorizco to change from a calendar year
basis to that of a fiscal year basis whenever d_eemed expedi-
~-· and fer the best interests of the Association.
Section 4. The seal of the Associution shall bear the
name of the Association, the word "Florida", the words
RCorporation Not for Profit" and the year of incorporation.
f,XHitilJ B
( (
1 ~,., G :JA rr 0 ~ (.) I hVo_ 159 ARTICLE II
Definiti0ns
Section l. All terns used herein shall have the same
definition as given those same terms in the Declaratio~.
unless the context clearly requires otherwise, and the
definition section of the Declaration is hereby incorporated
by reference.
Section :. "!·!ember" shall mean these persons or en-
tities entitled to ner.~ership in the Association as provided
in the Declaration.
ARTICLE III
I!eetina of l-1embers
Section 1. Annua 1 .r-teetinas. The first annual neeting
of the r-tembers shall be held within one year from the date of
incorporation of the Association on a date determined by the
Board of Directors, and each subsequent regular annual
meeting of the Members shall be held on the same day of the
same month each year thereafter until changed by the Board of
Directors. The time of the annual meeting shall be fixed by
the Board of Directors. If the day for the annual meeting of
the Members is a legal holiday, the meeting will be held on
the first cay follo\-Jing \·Thich is not a legal holiday.
Section 2. Soecial Heetinas. 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 Z.lembers
who are entitYed to vote one-fourth (1/4) of all of the votes
of the Class A membership.
se ... _ion 3. Notir.e of ~lee tincts. \iri tt.en notice of each
meeting of tne ~e~~ers shall he given by, or at the di~ection
of, the Secretary or person authorized to call the meeting,
by mailing a copy of such notice, postage prepaid, at least
fifteen g:;) days before such neeting to each Nemt-er entitled
to vote tht.:rcat, addressed to the l-!enbcr' s acdrcss last
appearing en che book~ of the 1\ssociation, or supp.i icd by
such r:ember to the Association !:or- the purpose of aoticc.
( (
Such notice shall specify the place, d<!y i:lnd hour of the · ..
meeting, and. in the case of a special Meeting, the purpose
of the meeting.
Section 4. l·laiver of Notice. Before or after any
meeting, any r·:ember may waive notice of the r:1eeting in
writing, and such waiver shall be deemed the equivalent of
such notice. Attendance of a Member at a meeting shall
constitute a \-Iaiver of notice of such notice, except when a
Member objects at the beginning to the transaction of any
business because the meeting is not lawfully called or
convened.
Section 5. Quorum. The presence at the r:1eeting of
Members .::nt.i tled to east votes I or of proxies entitled to
cast votes, a majority of the votes of all Nerr..bers shall
constitute a quorum for any action, except as otherwi~e
provided in the Articles of Incorporation, the Declaration,
or these By-Laws. If 1 however, such quorum shall not be
present or represented at any meeting, the Members entitled
to vote thereat shall have power to adjourn the ~eting 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
~.ember nay vote in person or by proxy. All proxies shall be
in writing and filed with the Secretary prior to the opening
of the meeting. Every proxy shall be revocable, and shall
automatically cease upon conveyance by the f.lember of his or
her '.i'o\omhouse.
Section 7. ~- At every r:1eeting, f.lernbers either in
person or by proxy shall have the right to vote iri the manner
as set forth in thE! Declaration and A.rticles. The vcte of
the majority or those votes present, in person or by proxy,
shall decide any question brought before a ~eeting at which a
quorum is prcscr.t, unless the questio~ i~: one U?On \.;hich, by
express provisions of statute or the Dec l3rc t ion or c:" the
3.
( (
Articles or of the By-Laws, a different vote is required, in
which ~ase such express provisions shall govern and control.
Section 8. Conduct of Heeti~. The order of business
at all annual or special meetings of the Members shall be as
follows:
(a) Roll call.
(b) Proof of notice of meeting or waiver of
notice.
(c) Reading of the minutes of preceding meeting.
(d) Reports of officers.
(e) Reports of committees.
(f) Election of directors (if election to be
held).
(g) Unfinished business.
(h) New business.
Section 9. Voting by Written Instrument. The directors
may poll the Owners in writing on any matters on which the
OWners are, or would be, authorized to vo~e on at the annual
meeting or special meeting called for such purpose, and a
written vote of the !-J.er.lbers without the necessity of calling
a meeting shall determine any such matter based upon the same
number of votes as would be required for the passage or
defeat of such natter at a meeting at which all Her.lbers were
present.
ARTICLE IV
Board of Directors: Selection and Term of Office
_Section 1. ~- The affairs of this Association
shall be managed by a Board of three (3) directors, who need
not be f1er:tbers of the Association.
Sectiou ~. Term of Offi~e~ At the first annual meeting
and at each annual meeting thereafter, the Nembers shall
elect three (3) directors for a term of one (1} year.
Section 3. Removal. ---- Any d~rcctor r::z.ty be removed from
the Board, with or withou~ cause, by a rn~jority vote of the
4.
( (
1;-)G~~S~0162
Members of the Association. In the event of death, resigna-
tion or removal of a director, his successor shall be select-
ed by the remaining Members of the Board and shall serve for
the unexpired term of his predecessor.
Section 4. Comoensation. No director shall receive
compensation for any service he may render to the Asso-
ciation. However, any director may be reimbursed for his
actual expenses incurred in the performance of his duties.
Section 5. Action Taken \'1i thout a Meeting. The direc-
tors 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
Section 1. Nomination. 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 riorninating Committee shall consist of a Chair-
man, who shall be a member of the Board of Directors, 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 r-:embers 1 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 Nominat •. ~ Co~ittee shall ~ake as many
nominaticnz for election to the Board of Directors as it
shall in its discretion ·determine 1 but not less than the
number of vacancies that are to be filled. Such ncmin~tion~
may be rnade frem among r·iembers or non-members.
Section 2. El~ction. At the election of the Board of
Directors 1 l:hc :.:embers ct.· their: pr-oxies n.:ty c.:tst, in respect
t-o each vacancy, as many votes as they are entitled to
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exercise under the provisions of the Declar~tio~. The
persons receiving the largest number of votes shall be
elected. Cumulative voting shall not be pernitted.
ARTICLE VI
Meetings of Directors
Section 1. Reaular Neeti.nqs. Regular meetings of the
Board of Directors shall be held at least annually, without
notice, at such place and hour as may be fi.xed from time to
time by resolution of the Board. Should said I':leeting fall
upon a legal holiday, then that meeting shall be held at the
same time on the next day \·lhich is not a legal holiday.
Section 2. Soecial Meetings. Special meetings of the
Board of Directors shall be held \>lhen called by the President
of the Association, or by any two directors, after not less
than three (3) days notice to each director.
Section 3. Quorum. A majority of the number of direc
tors shall constitute a quorum for the transaction of busi-
ness. Every act or decision done or made by a majority gf
the directors present at a duly held rneeti:v; at which a
quorum is present shall be regarded as the act of the Board.
Zl.RTICLE VII
Pm-:ers and Cuties of the Board of Directors
Section 1. Powers. The Beard of Directors shall have
the power to: '
(a) adept and publish rules and regulations governing
the use of the ..... :ur.on Area, Rec Area and related facilities,
and the persc~al cor.duct o: the members and their guests
thereon, ~nd to establish penalties for the' infraction
thereof;
(b) suspend the voting right::; and right to use of the
rccreation~l :'2cilities of .:1 Ne~ber during .:>r:.y period in
\"hich such :!er::bcr shall iJe ir: f.c:'"ault in the payment of any
assessment levied Ly the Asscci~tior:.. Such r1ghts may .:1lso
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be suspended after notice and hearing, for a ;:>er iod ::ot to
exceed sixty (60) days for infraction of published rules and
regulations:
(c) declare the office of a r::enber of the Board of
Directors to be vacant in the event such Nenber shall be
absent from three (3) consecutive regular meetings of the
Board of Directors: and
(d) employ a manager, an independent contractor, or
such other employees as they deem necessary, and to describe
their duties.
(e) fix the assessments and reserve fund provided for
in the Declaration in the manner provided therein, and
foreclose in the name of the Association the liens securing
said assessments if the assessments are not paid.
(f) exercise for the Association any and all other
powers, duties and authority vested in or delegated to this
Association and not specifically reserved to the membership
by other provisions of these By-Laws, the Articles or the
Declaration~
Section 2. Duties.
of Directors to:
It shall be the duty of the Board
(a) cause to be kept a complete record of all its acts
and corporate affairs, and to present a statement thereof to
the l\lembers at the annual meeting of the t·ter.tbers, or at any
special meeting when such statement is requested in writing
by one-fourth ·(1/4) 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
perforraed,
(c) as r:10r~ full1'" provided in the Decla:eation, to:
(l) fix the amount of the annual assessment
asainst each To1rmhouse or Vill.:l ~t least thirty (30)
days in a~vancc of ~ach annual ~~sessment pe~iod~
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(2) deternine the .:mount of other <1ssessnents as
provided in the Declaration;
(3) send written notice of each assessnent to
every Townhouse and Villa Owner subject thereto; and
(4) enforce the lien against any property for
which assessments are not paid.
(d) issue, cr cause an Clppropriate of::iccr to issue,
upon demand by any person, a certificate setting forth
whether or net any assessr:1ent has been paid. A reasonable
charge may be '::lade by the Board for the issuance of these
certificates. If a certi::icate states an assessment has been
paid, such certificete shall be conclusive evidence of such
payment;
(e) procure and maintain edequate liability and hazard
insurance on propertl' owned by the Association:
(f) cause all officers or enployees having fiscal
responsibilities to be bonded, as it ~4Y deem appropriate at
the expense of the Associ<ltion;
\gi cause the Co~on Areas to be maintained.
ARTICLE VIII
of:icers and their Duties
Section l. Enumeration of Officers. The officers of
this Association shall be a president and vice-president, who
shall at all tines be a r:1ember of the Board of Directors, a
secretary and ·a treasurer, and such other officers as the
Board may from tir.;e to time by resolution create.
Section 2. Election of Officers. The officers shall be
elected by the Board cf Directors and such election shall
take place at the first ·r.1eeting of the Board of Directors
following each an:mal meeting of the !-!embers.
Section 3. T~rm. The of::ic~rs of this Association
shall be clect:cd a!lnually bv the Bc~::-d and l?uch shall hold
office !:cr or.c (1) \·c.1r unle!;s i:c sh~ll sconer resign cr
shall IJe rcnm:ed, cr othcn;ise disqu.:\lifiPd to serve.
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Section 4. Special Aoooint~ents. The Bo.J.rd r.1ay elect
such other officers as the affairs of the !-.ssociation may
require, each of whom shall hold office for such period, have
such authority, and per for~ such duties ?.S the Board may,
from tine to time, deternine.
Section 5. Resianation and Removal. Any officer may be
removed from office to~ith or t·iithout cause by the Board. Any
officer may resign at any tine, giving written notice to the
Board, the President or the Secretary. Such resignation
shall take effect en the date cf 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 ~ake it effective.
Section 6. Vacancies. A vacancy in any office may be
filled by appointment by the Board. The officer appointed ~o
such vacancy shall serve for the remainder of the term of the
officer he replaces.
Section 7. NultiPle Offices. The offices of Secretary
and Treasurer nay 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 Sec~ion 4 of this Article.
Section 8. Duties. The duties of the officers are as
follows:
President
(a) The President shall preside at all meetings of the
Board of Directors: shall see that orders and resolutions of
the Beard are carried ou shall sign ~11 leases, mortgages,
deeds and other written instruments, and shal.!. co-sign all
che~;;ks and promissory notes; provided, hc ... :e\·er·, that. the
President may t,;aive his or her duty to co-sign checks which
are issued pursuant to the day-tc-day rr.anagernent responsibil-
i ties of the ;,ssociation and which do not .:::-:;::eec! Fi;;e Hund::::ed
Dollars ($500.00).
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Vice-President
(b) The Vice-President shall act in the place and stead
of the President in the event of his abser:ce, inability or
refusal to act, and shall exercise acd discharge such other
duties as may be required by the Board.
Sec::-etarv
(c) The Sec::-etary shall record the votes and keep the
minutes of all ~eetings and proceedings of the Board ~nd of
the Me~bers, keep the corporate seal of the Association and
affi>: it on all papers requiring said seal, serve notice of
meetings of the Board and oi the ~:embers, keep appropriate
current records showing the Members of the Association
together with their addresses, and shall perfor~ such other
duties as required by the Board.
Treasurer
(d) The Treasurer shall receive and deposit in appro
priate bank accounts all monies of the Association, disburse
such funds as directed by resolution of the Board of Direc
tors, sign all checks and promissory notes of the Asso
ciation, keep proper books of account. cause an annual audit
of the Associaticn books to be made by an audi-c cor:unittee
cor:tposed oi at least one (1) director and two (2) Her:lbers of
the Associaticn, excluding the Treasurer, appointed by the
Board of Directors at the cccpletion of each fiscal year, and
shall prepare an annual budget and a statement of income and
expenditures tc be presented to the rner:tbership at its regular
af'_nual meeting, and deliver a copy of each to the ~1embers.
ARTICLE IX
Cc~itte€s
The Association shall have an il.rchi tectural Committee as
provided in the Declaration. ""lso, the !Joard c;f Directors
shall appoint a iJominating Cor..mi ttee for nc::-tination of
Director::; .:1s provided in these By-i.o.ws <!nc ;,ay further
appoint any ether cor..mittces .:lS it decr.~s app::-op::-.:..:1te.
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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 r-~ember. The Declaration, the Articles and
the By-La\>rs of the Association shall be available for in-
spection by any I-icnber at the principal office of the Asso
ciation, where copies may be purchased at reasonable cost.
ARTICLE XI
Amendments and Conflicts
Section 1. These By-Laws may be amended at a regular or
special meeting of the Nembers by a majority vote of a quorum
of Members present in person or by proxy, except that the
Federal Housing Administration or the Veterans Administration
shall have the right to veto amendments while there is
Class B menbership.
Section 2. In the case of any coni lict bett.,.een the
Declaration and theEe By-Laws, the Declaration shall control;
no amendr.lent shall be made which conflicts to~ith the pro-
visions of the Declaration.
n: tHTNESS t·iHEREOF, t .. e, being all of the directors of
the ETFJJ;' S GLEN HOr:EOt-J~!ERS' ASSOCIATIO~l, !t!C. certi f~· that
the foregoing are hereby adopted as the By-Laws at the first
meeting of the Board of Directors on the day of
19
Robert F-.. r.lantcvani
Paul R. Gibson
Miguel A. F~rrcr
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~ 1 \: r· ·· • r ~ ( · · ~ : · ;; c : n 1 s 3
CER'I'IFICATIOiJ
I, the undersigned, do hereby certify:
THAT I am the duly elected and acting Secretary of the
ETHAN'S GLEN HOHEOUNERS' ASSOCIATION, n:c., a Florida corpo-
ration, and,
THAT the foregoing By-Laws constitute the original
By-Laws of said Association, as duly adopted at a neeting of
the Board o: Directors thereof, held on the day of
---------------------------------------------' 19 ______ •
IN \"l!TNESS tlHEREOF, I have hereunto subscribed ny name
and affixed the seal of said Association this day of
1n -------------· ... =-___ _
Secretary
F\iC3/b
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