camillamarysullivan@yahoo.co.uk
Term Expires 2/23/2025
roadrv1@gmsil.com
Term Expires 2/23/25
Term Expires 2/23/2026
Term Expires 2/26/2026
A G R E E M E N T
This agreement (the “Agreement”) is made this 21st day of September, 2021 (the “Effective Date”), by and between Lamplighter MHP Associates, LC and CAL-AM PROPERTIES, INC. (collectively, “Owner”) and L.V. MANUFACTURED HOMEOWNERS ASSOCIATION, INC., a Florida not-for-profit corporation (the “HOA”) and its negotiating committee created pursuant to Section 723.037(4), Florida Statutes, (the “Negotiating Committee”) (the HOA and the Negotiating Committee collectively the “Association”) (the HOA, the Negotiating Committee and the Owner collectively the “Parties”).
R E C I T A L S
Owner owns and operates Lamplighter Village, a manufactured housing community located in Brevard County, Florida (the “Community”). In August of 2021, Owner and the Association negotiated a resolution of future rent increases, and the resulting lot rental amounts for the five (5) annual rental agreements beginning January 1, 2022 and ending on December 31, 2026. Pursuant to Rule 61B- 32.004(3) and Section 723.038(6), Florida Statutes, the Parties are reducing their agreement to writing as indicated herein.
The Parties intend that this Agreement shall be considered a contract between the Parties within the meaning of Section 723.038(6), Florida Statutes, and shall be binding upon the Parties and all Homeowners present on the Effective Date (the “Included Homeowners”) subject to any limitations stated below. Any Homeowner who has executed a lease, an agreement, an assignment and assumption, or an acknowledgement for market lot rental amount different from the lot rental amounts stated herein, shall be bound by the Homeowner’s existing agreement shall not be considered an Included Homeowner subject to this Agreement.
Now, therefore, in consideration of the foregoing recitals (which are accurate, material and incorporated into this Agreement), the mutual promises and covenants set forth and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
1. Base Rent Increases: The annual increases in base rent for the period
January 1, 2022 through December 31, 2026 shall be as follows:
a. For the annual lease term beginning January 1, 2022 and ending December 31, 2022 (the “2022 Lease Term”), base rents shall be increased by $39.00 per site per month over the previous year’s base rents.
b. For the annual lease term beginning January 1, 2023 and ending December 31, 2023 (the “2023 Lease Term”), base rents shall be increased by $39.00 per site per month over the previous year’s
base rents.
c. For the annual lease term beginning January 1, 2024 and ending December 31, 2024 (the “2024 Lease Term”), base rents shall be increased by $39.00 per site per month over the previous year’s base rents.
d. For the annual lease term beginning January 1, 2025 and ending December 31, 2025 (the “2025 Lease Term”), base rents shall be increased by $39.00 per site per month over the previous year’s base rents.
e. For the annual lease term beginning January 1, 2026 and ending December 31, 2026 (the “2026 Lease Term”), base rents shall be increased by $39.00 per site per month over the previous year’s base rents.
The foregoing amounts shall be payable without set-off or escrow whatsoever, and the Association agrees that the negotiated increases stated above are reasonable pursuant to Sections 723.033 and 723.003(20), Florida Statutes and it will not contest or seek mediation on agreed increases.
2. Other Charges: The limitations on base rent increases specified in numbered paragraph I above shall not affect any fees, charges or assessments other than base rent. Owner reserves the right to charge, increase or decrease any other fees, charges and/or assessments (collectively "Fees") available under the Community's prospectuses and any other Fees permitted by law. Such Fees may include, but shall not be limited to, special use fees, govemment and utility charges, pass through charges and pass on charges.
3. Waiver and Notice: If either Owner or the Association contends that the other is in violation of this Agreement, the prospectus or rental agreement governing any Homeowner's tenancy, or Chapter 723, Florida Statutes, (any or all of which a "Non-Compliance"), the Party alleging default (the "Notice Party") shall notify the Party alleged to be in default (the "Recipient Party") of any such alleged Non-Compliance, including the particulars of the facts giving rise to and constituting such alleged Non-Compliance, within ninety (90) days of the date the Notice Party receives reasonable notice of such facts. The Recipient Party shall have forty-five (45) days from receipt of any such notice to cure the alleged Non-Compliance and, upon completion of any such cure, the Recipient Party shall be deemed not to have been in default or in violation. Notice shall be sent by certified mail or trackable ovemight delivery service to:
As to Owner:
(A) The Community Manager at the Community offce;
(B) With a copy to:
Cal-Am Properties, Inc.
ATTN: cory Sukert 3
85 Clinton Street
Costa Mesa, CA 92626
As to the Association:
(A) To the then current President of the Homeowners' Association at the address showne on the Secretary of State website;
(B) With a copy to: the Registered Agent of the Homeowners'' Association at the address shown on the Secretary of State website.
The Notice and opportunity to cure provisions stated herein shall be a condition precedent to any legal, equitable or administrative action concerning the alleged Non-Compliance.
4. Attorneys' Fees: Litigation: Integrity of Agreement: In the event of any litigation between the Owner and the Association relating to or arising out of this Agreement, the prevailing party shall be entitled to recover from the non-prevailing party all costs and expenses of any nature, including but not limited to, attorneys' fees, expert fees and other taxable and non-taxable costs and expenses, both at the trial and appellate levels; provided, however, the foregoing shall not apply to any statutory meeting with the Owner, subsequent mediation or to any proceeding by or on behalf of any former or current Homeowner seeking to invalidate or otherwise dispute the validity of this Agreement. The Association and Owner agree to mutually enforce this Agreement and cooperate fully in the event the validity or integrity of this Agreement is attacked or disuted by any such Homeowner.
5. Dispute Resolution: Waiver of Jury Trial: Any controversy or claim arising out of or relating to this Agreement, the interpretation, construction, breach or enforcement hereof, shall first require non-binding mediation pursuant to either Section 723.038 or Chapter 44, of Florida Statutes. In any proceeding arising out of or relating to this Agreement, the parties waive trial by jury.
6. Homeowners Affected by This Agreement: Transferees:
a) This Agreement shall apply to included Homeowners. If, during the term of this Agreement, any included Homeowner transfers or sells any legal or equitable interest in such Homeowner's mobile home to any transferee or resale purchaser (collectively, a "Transferee"), the Transferee shall be permitted to assume such Included Homeowners rental agreement but only for the remainder of the annual lease term then in effect between the Included Homeowner and Owner.
Upon the expiration of such annual lease term the Transferee's rent shall be adjusted to the Community's then prevailing market rate, as determined by Owner in its discretion, which shall be deemed such Transferee base rental amount, as that term is used in paragraph I of this Agreement, for the year in which such initial increase occurs. Owner may, but shall not be required to, redeliver a prospectus to the Transferee. Any Included Homeowner who sells or transfers any legal or equitable interest in such Homeowner's mobile home shall be responsible for redelivering such Homeowner's prospectus to such Homeowner's Transferee at the time of initial transfer.
(b) Any Included Homeowner who relocates during the term of this Agreement to a home owned by the Owner shall pay the then prevailing market rate for the site on which such mobile home is located. Owner may offer incentive arrangements for the sale or rental of new or used homes in amounts or structures at Owner's sole discretion and nothing contained herein shall affect or apply to these incentive arrangements.
7. Mutual Release: The Association, on its behalf and on behalf of each Homeowner as such Homeowner's representative, hereby releases the Owner, Cal-Am Properties, Inc., Cal-Am Homes, Inc., and their parents, affiliates, subsidiaries, officers, directors, agents, stockholder, members, attorneys, successors and assigns, and Owner hereby releases the Association, its officers, directors, agents and attorneys from any and all claims, actions or causes of action of any kind whatsoever ("Claims"), whether legal, equitable, administrative or otherwise, including, but not limited to, Claims involving or relating to the subject matter of this Agreement, services, maintenance, or Owner's compliance with or delivery of this Community's prospectuses, rental agreements, as well as any other alleged violation of Chapter 723, Florida Statutes. With the exception of Claims involving the subject matter of this Agreement, this release shall address only Claims existing on the Effective Date. This release shall not apply to any Homeowner's failure to pay rent or a rules violation.
8. Applicability of Prospectus, Rental Agreement and Chapter 723, Florida Statutes: Each Homeowner's tenancy shall be governed by his or her prospectus and rental agreement. In the event of any conflict between the Homeowner's prospectus or rental agreement and this Agreement, this Agreement shall control.
9. Entire Agreement: Modification: This Agreement constitutes the entire agreement to Parties hereto with respect to the subject matter hereof. This Agreement supercedes all prior and contemporaneous discussions, negotiations, conditions or understandings relating to the subject matter hereof. This Agreement may not be amended or modified except by an instrument in writing signed by all Parties hereto.
10. Further Awareness: The Parties shall, at any time and from time to time following execution hereof, confirm the validity of this Agreement, and execute and deliver all such further instruments and documents a d take all further actions as may be reasonably necessary or appropriate in order to carry out or more effectively satisfy the intent and purposes of this Agreement.
11. Representations: Binding Effect:
a. By Owner: Owner represents that it is authorized to enter into this Agreement. This Agreement shall be binding upon Owner, its successors and assigns.
b. By the Association: The Association represents that it is a duly incorporated Homeowners' Association and Negotiating Committee created and maintained pursuant to Sections 723.075 through 723.079, Florida Statutes. The Association represents the negotiating committee was created in strict compliance with Section 723.037(4), Florida Statutes. The Association enters into this Agreement on its behalf and on behalf of each Homeowner of the Community as such Homeowner's representative pursuant to Sections 723.075(1) and 723.079(1), Florida Statutes.
c. Reliance Upon Authority To Bind: Each Party is relying upon the other's authority to bind themselves (and the Included Homeowners) to the terms of this Agreement.
13. Execution in Counterparts: This Agreement may be executed in counterparts.
Owner
HOA
Negotiating Committee
ARTICLE I
Section 1. DESIGNATED NAME
The name of the manufactured home park is LAMPLIGHTER VILLAGE owned by Cal-Am, a California Corporation doing business in Florida as Lamplighter MHP Associates LC located at 500 Lantern Boulevard, Melbourne, Florida 32934. The owners will hereafter be referred to as the “Management.” The park will hereafter be referred to as the “Community.”
Section 2. ORGANIZATION NAME
The name of the corporation governed by these bylaws is L.V. Manufactured Homeowners Association, Inc., a Florida Not For Profit Corporation. The name of the organization will hereafter be referred to as the “Association.”
Section 3. PRINCIPAL OFFICE
The principal office of the Corporation in the State of Florida shall be located in the County of Brevard. The postal address shall be that of the current Secretary.
Section 4. OTHER OFFICES
The Association may have such other offices, either within or without the County of Brevard, State of Florida, as the Board of Directors may determine or as the affairs of the Association may require from time to time.
Section 5. REGISTERED AGENT AND REGISTERED OFFICE
The name and address of the registered agent of this Association is:
Carol Timko
289 Windover Ct.
Melbourne, FL 32934
NOTE: Change Effective 4/4/2022
Section 6. GOVERNING DOCUMENTS
The operation of this Association shall be governed as set forth in the Articles of Incorporation, State of Florida Statutes Chapter 617 (Not for Profit Corporations) as amended and Chapter 723 (The Florida Mobile Home Act) as amended and the Bylaws.
ARTICLE II : PURPOSE
The purpose of this Association is to serve the best interests of the members of the Association as follows:
a. Act as representative and negotiator with Management in matters of common concern to members.
b. Work with Management and members to maintain standards of safety, security, functionality, and attractiveness of both common areas and private residences in order to maintain and enhance the value of member’s investment.
c. Represent members in matters of their concern and well being with all governmental agencies. A resident must be a member of the HOA in order for the HOA to be the liaison between management and resident.
d. If Management offers the Community for sale, the Association has the power to file the right of first refusal to negotiate for, acquire and operate the Communiton behalf of the residents as provided in applicable Statutes.
e. Perform any other functions, which may be required to preserve or improve the quality of life for residents of the Association.
ARTICLE III : MEMBERSHIP
Section 1. DEFINITION
Members of the Association must be bona fide homeowners, jointly or severally, of a manufactured home and whose name appears on the title to the home on rented lots located in the Community. Only homeowners who are members of the Association will be entitled to all of the benefits and representation of the Association. It is the responsibility of the Member to keep the Association advised of any changes to their mailing address.
VOTING: If a home is owned jointly, the owners of the home will be counted as one for the purpose of determining the number of members required for a majority. One vote per household will be counted. All membership dues must be paid prior to the annual meeting in February to be able to vote in the annual election.
NOTE: Effective 2/27/22 Annual Membership Dues are $20.00. This change will be incorporated in the new written By-Laws.
Section 2. DUES/ASSESSMENTS
Association membership is $10.00 for the period of January 1 - December 31. New Members will be prorated on the following basis:
• January 1 - June 30, Full amount
• July 1 - October 31, One-Half Amount
• November 1 - December 31, Full amount, which includes complimentary membership for this period, with all benefits and privileges and regular membership for the following year.
Section 3. TERMINATION OF MEMBERSHIP
Termination of membership shall occur if member no longer qualifies as a bona fide homeowner, was recalled as an Officer or Director from office, or for failure to pay membership dues/assessments.
Membership shall not be transferable. The Treasurer shall notify members who are one month in arrears and whose dues are not paid within thirty days (30) upon receipt of notification will be dropped from membership. Reinstatement of membership is by payment in full of the year’s dues.
ARTICLE IV : BOARD
Section 1. BOARD’S PURPOSE, DUTIES AND POWERS
The elected officers and directors of the Association shall constitute the Board of Directors, hereafter referred to as the “Board.” The affairs of the Association shall be managed by the Board whose duties are as follow:
(a) The Board will develop and be responsible for implementing policies dealing with Management in regard to changes in either rents or services as specified in the prospectus, lease, and rules and regulations as they affect outside organizations and the general welfare of the homeowners.
(b) The Board shall have general supervision of the affairs of the Association between its general meetings, fix the date, hour and place of meetings, make recommendations to the Association, and perform such other duties as are specified in these Bylaws, and Chapters 617 and 723, Florida Statutes.
(c) No member of the Board is authorized to approve or endorse, verbally or in writing, a Management proposal or action, make a verbal agreement, or sign a written agreement with Management or any other agency without prior approval by a majority of the officers of the Board at a duly noticed meeting.
(d) Members of the Board may not represent the Board in any matter unless given permission to do so by the Board.
Section 2. COMPOSITION
The Board of Directors shall consist of no more than seven (7) and no less than five (5) Directors who will be governed by the Bylaws, and Chapters 617 and 723, Florida Statutes. The Board shall consist of the following officers, who are appointed annually by the Board, and will constitute the Executive Board: President, Vice-President, Secretary, and Treasurer. Such officers to have the authority to perform the duties prescribed. The Board may elect and designate other officers, such as Sergeant at Arms, and grant them duties it deems appropriate. Only one member in a household may hold a position on the Board.
PRESIDENT: The President shall act as Chairperson of the Board of the Association. The President shall preside at all meetings. If the President cannot attend, the Vice-President will preside. In the event neither the President nor the Vice-President can attend, the President will appoint a Director to preside at that meeting. The President shall have general supervision of the affairs of the Association and Officers and other designated officers. The President shall be Ex-Officio of all committees with the exception of the Nominating Committee.
VICE PRESIDENT: The Vice-President shall act in the place of the President in the event of his/her absence, inability or refusal to act, and shall exercise and discharge such other duties as may be required of him or her by the Board.
SECRETARY: The Secretary shall issue notices of all meetings, attend and keep minutes of all meetings, keep the Corporate Seal and affix it on all documents requiring said seal; receive and prepare correspondence as directed by the President, keep current the membership list of the Association, and maintain files and records of the Association with the exception of those maintained by the Treasurer.
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. The Treasurer shall be responsible for annual renewal of insurance policy for the Association. The Treasurer shall keep proper books of accounts; shall cause an annual audit of the Association books to be made at the completion of each fiscal year and shall prepare a statement of income and expenditures to be read to the members at its Annual meeting. The Treasurer shall have books available by appointment to all members, or their representative, of the Association. From time to time, the Board may deem a full audit be done by a Certified Public Accountant.
SERGEANT AT ARMS: The Sergeant at Arms shall keep order at all meetings of the Association and assist the Election Chairperson at the annual membership meeting.
Section 3. ELIGIBILITY
All Officers must be a full time resident at least six (6) months of the year and an Association member in good standing.
Section 4. CLASSES OF BOARD MEMBERS AND TERM OF OFFICE
As stated in Article IV, Section 2, there will be no more than seven (7) and no less than five (5) members of the Board.
(a) All Directors will be elected to three (3) year terms. No Director shall hold more than one office at a time.
(b) If any Director resigns or is recalled, the Board of Directors may appoint a member in good standing to fill the vacancy. The term of a Director elected or appointed to fill a vacancy expires at the next annual meeting at which Directors are elected.
(c) The Directors will assume office immediately following their election at the Annual Meeting, at which time the Board of Directors will elect their Executive Board.
Section 5. REMOVAL/RECALL
(a) Any Officer or Director of the Board may be recalled and removed from office with or without cause by the vote of or agreement inwriting by a majority of all Association members. A special meeting of the members to recall a member or members of the Board of Directors may be called by ten (10%) percent of the members giving notice of the meeting as required for a meeting of the members, and the notice shall state the purpose of the meeting. The notice of a meeting of the members to recall a member or members of the Board of Directors shall state the specific Director(s) to be removed. A proposed removal of a Director at a meeting shall require a separate vote for each Board member sought to be removed. Proxies shall not be used in removing Directors or in electing Board members in elections to fill vacancies caused by recall, removal or resignation. Any Director who resigns or is removed from office, shall turn over to the Board of Directors within forty-eight (48) hours any and all records of the Corporation in his/her possession.
(b) Any officer who fails to attend more than two (2) regular Board meetings in any year without excused absence may be removed from office.
Section 6. RESIGNATION/VACANCY
(a) Any Officer or Director of the Board member may resign his/her office at any time by written notice delivered to the Secretary of the Board. Such resignation shall become effective immediately.
(b) Should a vacancy occur on the Board, a majority of the members of the Board may appoint a replacement to fill the vacancy. The term of a Director elected or appointed to fill a vacancy expires at the next annual meeting at which Directors are elected.
Section 7. COMPENSATION
All elected Board members of the Association will serve without compensation for their services. However, any Board member may be reimbursed for actual expenses incurred in the performance of their duties upon presentation of documentation of said expense to the Treasurer. The Board may accept, on behalf of the Association, any contribution, gift, bequest, for the general or special purpose of Association.
Section 8. FIDUCIARY DUTY
The Officers and Directors of the Association shall have a fiduciary relationship to the members.
Section 9. INSURANCE & INDEMNIFICATION
The Board will negotiate for insurance in order to obtain liability coverage for any Officer, Director, Committee Chairman or Committee member who might be joined in suits arising out of his/her activities on behalf of the Association.
The Association will not indemnify such individuals and will not be liable for any award greater than the coverage provided by the existing policy.
The Treasurer shall be responsible for annual renewal of said insurance policy and a copy of the insurance policy in effect will be maintained in the Secretary’s file and may be inspected by members, or their representative, at reasonable times.
ARTICLE V : MEETINGS
Section 1. ANNUAL MEMBERSHIP MEETING
The Membership will hold its Annual Meeting on the last Sunday of February and, shall be for the purpose of electing Directors, receiving reports of officers and committees, and for any other business that may arise.
Section 2. BOARD MEETINGS
The regular meetings of the Board of Directors will be held on the last Sunday of every other month, unless otherwise ordered by the Executive Board and shall be open to all members.
Section 3. SPECIAL MEETINGS
The President, the Board, or a petition signed by ten percent (10%) of the members may call a special meeting. Notice of a special meeting must be posted in a conspicuous place on the Community property at least five (5) days in advance of the meeting and must describe the business to be considered at that meeting. Business at a special meeting will be limited to the matter specified in the meeting call.
Section 4. WORKSHOP MEETINGS
Workshop meetings may be held approximately one week prior to all meetings as deemed necessary by the President. Discussion of agenda items is held among the Board members. Association members may join in the discussion only if recognized by the Chair.
Section 5. MEETINGS BY TELECOMMUNICATIONS
The Board of Directors may permit any or all Directors to participate in a regular or special meeting by, or conduct the meeting through the use of, any means of communication by which all Directors participating may simultaneously hear each other during the meeting. A Director participating in a meeting by this means is deemed to be present in person at the meeting.
Section 6. QUORUM
At a Special Membership or Annual Membership Meeting, a 30% of the membership shall constitute a quorum. At a Board of Directors Meeting or Workshop Meeting, a majority of the Board shall constitute a quorum. If a quorum is not present, either in person or by proxy, the meeting shall be continued only for informational purposes. No business may be conducted. No motions may be made.
No votes may be taken.
Section 7. PLACE OF MEETINGS
All meetings of the Board and Committees will be held in the common areas of the Community or at any other place within the state of Florida that the Board of Directors or members may elect from time to time.
Section 8. NOTIFICATION OF MEETINGS
(a) Annual Membership Meeting
Unless waived per Section 9, the notice of the Annual Membership Meeting, along with a ballot, shall be sent by mail or hand-delivered to each member and this shall constitute notice. Notification of the annual membership meeting shall be made fourteen (14) days in advance.
(b) Board of Directors Meetings
Notice of Board of Directors meetings shall be placed in a conspicuous place upon Community property at least 48 hours in advance.
Section 9. WAIVER OF NOTICE OF MEETINGS
The right to receive written notice of membership meetings may be waived in writing by a member.
Section 10. AFFIRMATION OF NOTICE OF ANNUAL OR SPECIAL MEMBERSHIP MEETINGS
Upon completion of the hand-delivery or mailing of notice of meeting, an officer of the Association will provide an affidavit affirming that the notices were mailed or hand-delivered in accordance with the provisions of F.S. 723 to each member at the address last furnished to the Association. A receipt from the U.S. Post Office shall be kept also.
Section 11. CONDUCT
All meetings of the Association and its committees shall be conducted in accordance with Robert’s Rules of Order and the By-Laws of the Association. In the event there are questions as to procedure, the presiding Officer shall make the ruling. Unless authorized by the President, only members in good standing may address the chair.
Section 12. ORDER OF BUSINESS (AGENDA)
The order of business (agenda) at all annual, regular, or special meetings shall be as follows:
(a) Call to Order
(b) Opening Ceremonies (Salute to the Flag/Prayer)
(c) Roll Call
(d) Proof of Notice of Meeting or Waiver of Notice
(e) Reading of Minutes of Previous Meeting
(f) Officers Reports
(g) Committee Reports
(h) Appointment of Tellers (annual meeting)
(i) Election of Directors (annual meeting)
(j) Unfinished Business
(k) New Business
(l) Adjournment
Section 13. MINUTES
Minutes of all meetings of the Association and of the Board will be kept in a businesslike manner and accurately reflect the events and decisions of the meeting.
Any member, or their representative, shall have the right to examine the minutes of the Association at a reasonable time and place. Once approved (ratified) by the membership, the minutes may not be altered.
The Association will retain these minutes for a period of not less than seven (7) years.
Section 14. AUDIO/VIDEO TAPE RECORDING OF MEETINGS
The Secretary of the Association may audio/video tape meetings of the Association for transcription purposes. No other recordings will be permitted.
ARTICLE VI : ELECTIONS
The election of the Board of Directors will take place at the annual membership meeting to be held on the last Sunday in the month of February of each year. After the election the Board will close the meeting.
The newly elected Board of Directors will appoint their officers at the next meeting to be held within 48 hours .
Section 1. NOMINATION OF BOARD OF DIRECTORS
A Nominating Committee appointed by the Board approximately sixty days (60) prior to the annual meeting shall make nominations for candidates to the Board.
Section 2. FLOOR NOMINATIONS
Any member may nominate a member, including their self, to be a candidate for the Board from the floor. All nominations from the floor must be made at a duly noticed meeting of the members held at least 60 days before the annual meeting. The member should know beforehand if the nominee is both eligible and willing to serve.
Section 3. VOTING
(a) PROXIES
A proxy is a power of attorney given by one person to another to vote in their stead; the term also designates the person who holds the power of attorney.
(1) Proxies shall in no event be used in electing the Board of Directors, either in general elections, or elections to fill vacancies caused by recall, removal or resignation.
(2) Any proxy given shall be effective only for the specific meeting for which originally given and any lawfully adjourned meetings thereof. In no event shall any proxy be valid for period longer than 90 days after the date of the first meeting for which it was given. Every proxy shall be revocable at any time at the pleasure of the member executing it.
(3) The solicitation of a proxy is prohibited and any proxy so obtained will be ruled invalid.
(b) ABSENTEE VOTES
Absentee votes may be used to vote at the Annual Membership meeting or at any other Association business that may be presented at regular or special meetings
Section 4. QUORUM
30% of the entire membership shall constitute a quorum at the Annual Membership Meeting.
The presence in person, by proxy or absentee ballot of a majority (30%) of the members entitled to vote shall constitute a quorum at those meetings requiring a majority of members.
No action or other business requiring a vote of the members may be taken without the presence of a quorum.
Section 5. PROCEDURES
All members are urged to vote in person for the election of Board Members at the Annual membership meeting. If unable to do so, the member may vote by absentee ballot as described in Section 3.
(a) Registration at door – The Election Chairman will appoint the appropriate amount of Tellers to insure an efficient flow of registrants. If two members of a household attend the meeting, only one will be registered and receive the right to vote (even if a vote must be taken by show of hands).
(b) Closing of polls – The President of the Board shall inquire if all eligible to vote have done so, and will declare the polls closed. If a member arrives after the polls have been closed, they may be reopened by a majority vote of the members in attendance.
(c) The Election Committee Chairman should not be a candidate for office. This person will oversee registration at the door and afterward at the Teller area. The Election Committee Chairman is only authorized to collect the tally sheets from the tellers. If a recount must be performed, they shall observe this procedure. They will then deliver the results of the vote to the Chairman of the Board who will announce the number of votes for the incumbents and the candidates.
(d) Ballots – Ballots will be made available to members via email, postal mail or hand-delivered fourteen (14) days prior with the notification of the Annual Membership meeting. If a member is voting by absentee ballot, said ballot shall be mailed or emailed to the Secretary by the date specified in notice of meeting or dropped in the ballot box, which will be located at the residence of two Board members that are not candidates for election.
(e) Voting Lists – The officer having charge of membership records of the Association shall provide a complete list of the members entitled to vote fourteen (14) days in advance of the elections.
ARTICLE VII : COMMITTEES
The Board will establish all committees, Standing and Select.
The President shall appoint and shall be ex-officio member of all committees, except the Nominating Committee, which shall be appointed by the Board. The President as an ex-officio member has the same rights as the other committee members, but is not obligated to attend meetings of the committee and is not counted in determining the number required for a quorum or whether a quorum is present.
The Chairman of a committee will be on a voluntary basis or appointment by the President or Board.
No more than one member of the same household may serve jointly on any committee.
Standing and Select Committees shall include a Board member and Association members. Committees or Committee Chairmen shall not involve the Association in any way or incur debts unless given authority, in writing, to do so by the Association.
Section 1. NOMINATING COMMITTEE
The Board shall appoint the Nominating Committee approximately sixty days (60) prior to the Annual Membership Meeting.
The Nominating Committee shall consist of members of the Board of Directors and/or volunteers from the membership of the Association.
The Committee should follow the guidelines set forth in “Nominating Committee Guidelines” Exhibits A, B and C (attached).
Members of the Nominating Committee should not be nominees for office.
Their appointment will end at the close of elections for the year. The Nominating Committee shall make as many nominations for election to the Board of Directors at its discretion, but not less than the number of vacancies that are to be filled.
The Nominating Committee shall submit its list of nominees to the Secretary thirty (30) days prior to the Annual Membership meeting. Upon acceptance from the Board, the slate of nominees will be posted in a conspicuous area of the Community.
Section 2. STANDING COMMITTEES
These Committees shall perform certain functions throughout the year that are essential to the harmonious operation of the Association.
The Standing Committees are: Membership/Welcoming, Liaison, By-Laws, Elections, Budget and Finance, Negotiating, Nominations.
Section 3. SELECT COMMITTEES
This Committee will be created to perform a specific task such as, secure more information, investigate a situation, and will be dissolved when the task is completed and a final report is given.
ARTICLE VIII : FUNDS
Section 1. SOURCES
Funds of the Association may be obtained from the following sources
(a) Dues – Membership dues will be paid in accordance with Article III, Section 2.
(b) Contributions – The Association may accept contributions in money or in kind from members or nonmembers. Conditional contributions may be accepted only by a majority vote of members.
(c) Loans – The Board may not obtain loans or other indebtedness for the Association, jointly or severally, unless authorized by a majority of members at a regular or special meeting, or by a majority of all members in writing.
Section 2. USE OF FUNDS
Funds arising from dues, proceeds and unrestricted contributions are Treasury Funds available for whatever purposes the Board or members vote.
Section 3. EXPENDITURES
(a) All funds will be deposited in such banks, trust companies, or other depositories as designated by the Board.
The Board shall have the discretion to allocate the annual dues between reserves, i.e. legal funds, future expenses and current expenses. Legal expenses shall be such items as:
• Attorney fees and costs
• Litigation expenses
• Liability insurance premiums
• Expenses associated with statutory requirement.
(b) To facilitate day-to-day business, the President may authorize any expenditure up to $300.00.
(c) The disbursement of funds in excess of $300.00 or entering into contracts in excess of $1,000.00 or for duration of more than a year must be with approval of the Board.
(d) The Board shall determine whom, if anyone, in addition to the President and Treasurer shall be authorized to sign checks on behalf of the Association.
Section 4. FISCAL YEAR
The Association’s fiscal year shall begin January 1 and end December 31.
ARTICLE IX : GRIEVANCE & DISCIPLINE PROCEDURES
Section 1. INDIVIDUAL GRIEVANCES
Grievances of an individual member with Management will be resolved by the individual. If the member is not able to resolve their grievance with Management, the member may contact the Liaison Committee Chairman, in confidentiality, to intervene on their behalf.
Section 2. ASSOCIATION DISCIPLINE
All members of the Association and their guests will conduct themselves in accordance with Community rules and regulations and Association By-Laws. If members or their guests persist in not following the rules and regulations, established for the good and welfare of the Community, the Board may, following written notification, expel the member or members from the Association.
If a member becomes unruly at meetings, the Chair will call the member to order and ask the member to be seated. If the member refuses, the Chair will name the offender and instruct the Secretary to record the behavior or words. If the offender continues unruly behavior, the Chair will instruct the Sergeant at Arms to escort the offender out of the building.
ARTICLE X : PARLIAMENTARY AUTHORITY
The rules contained in the current edition of Robert’s Rules of Order Newly Revised shall govern the Association and the conduct of all meetings in all cases to which they are applicable and in which they are not inconsistent with these By-Laws, any standing or special rules of order the Association may adopt, and are in compliance with all Federal and State Statutes.
ARTICLE XI : BY-LAW AMENDMENTS AND REVISIONS
The initial By-Laws of a Corporation shall be adopted by its Board of Directors, per F.S. 617.0206.
The Board will create and the President will appoint a committee every two years to review the By-Laws. This Committee will present their recommendations to the Board for action. After reviewing the current By-Laws, the Board shall make a determination if a revision or amendment of the By-Laws is most appropriate.
Changes of the By-Laws that are so extensive and general that they are scattered throughout the By-Laws should be affected through the substitution of an entirely new set of By-Laws, which calls for a revision. These By-Laws shall not be revised or amended by reference to its number and title only.
Section 1. BY-LAW AMENDMENTS
These By-Laws may be amended by majority vote of the Board of Directors or two thirds (2/3) of the membership of this Association at any duly noticed regular or special meeting. The notice of any meeting at which amendments of the By-Laws are to be considered shall contain a statement that amendments to the By-Laws shall be considered.
If it is determined that a revision is in order, the Board will review the recommendations of the By-Law Committee and the final recommendations will be prepared to be reviewed by any member ten (10) days prior to the next regular meeting. At this meeting, the recommendations will be read, unless waived by a majority of members present, and if no amendments are proposed, voted upon by a majority of the Board.
ARTICLE XII : DISSOLUTION
(a) The Board of Directors of the Corporation may propose dissolution for submission to the members.
(b) The Corporation shall notify each member of record of the proposed meeting.
(c) The members entitled to vote must approve the proposal to dissolve by majority vote.
(d) Action to dissolve a Corporation may be taken by the written consent of the members with action of the Board.
(e) The Board shall recommend to the members a plan of distribution of assets and shall be adopted by at least a majority of the votes, which the members present at such meeting or represented by absentee ballot or proxy are entitled to cast.
ARTICLE XIII :CONFLICT OF INTEREST
A. CONFLICT OF INTEREST. No contract or other transaction between the Association and one or more of its Directors, or between the Association and any other corporation, firm, association or other entity in which one or more of its Directors are directors or officers, or are financially interested, shall either be void or voidable for this reason alone or by reason alone that such director or directors are present at the meeting of the Board of Directors, or of a committee thereof which approves such contract or transaction, or that his or their votes are counted for such purposes if:
1. the fact of such common directorship, officership, or financial interest is disclosed or known to the Board or committee, and the Board or committee approves such contract or transaction by vote sufficient for such purpose without counting the vote or votes of such interested Director or Directors; or
2. such common directorship, officership, or financial interest is disclosed or known to the members entitled to vote thereon, and such contract or transaction is approved by vote of the members; or
3. the contract or transaction is fair and reasonable as to the Association at the time it is approved by the Board, a committee, or the members.
These By-Laws were revised and duly adopted this ________ day of _________________, 2015.
_______________________________
Thomas R. Gatza, President
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Diane Viering, Vice President
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Lydia Conte, Secretary
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Pierrette Ahern, Treasurer
_________________________
Camilla Sullivan, Director
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William Warfield, Directo
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