04/09/2007 03:31 PM Instrument# 2007-080360 if 1 Book: 6038 Page: 3497
DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS FOR CENTENNIAL PARK AT LPGA INTERNATIONAL Instrument# 2007-080360 # 2 Book: 6038 Page: 3498
Declaration of Covenants, Conditions and Restrictions for Centennial Park at LPGA International
TABLE OF CONTENTS
ARTICLE I - DEFINITIONS Section 1. "Articles of Incorporation" or "Articles" Section 2. "Association Section 3. "Base Assessment" Section 4. "By-Laws" Section 5. "Class "B" Control Period" Section 6. "Common Area" Section 7. "Common Expenses" Section 8. "Community-Wide Standard" Section 9. "Declarant"
Section 11. "Development Agreements" Section 12. "Development Order" Section 13. "Golf Course" Section 14. "Master Association" Section 15. "Master Declarant" Section 16. "Master Declaration" Section 17. "Master Developer" Section 18. "Member" Section 19. "Mortgage" Section 20. "Mortgagee" Section 21. "Owner" Section 22. "Person" Section 23. "Property" or "Properties" Section 24. "Service Assessments" Section 25. "SJRWMD" Section 26 "SJRWMD Permit" Section 27 "Special Assessment" Section 28. "Supplemental Declaration" Section 29 "The Surface Water Management System" or "SWMS" Section 30. "Turnover"
Section 32. "Voting Member"
ARTICLE II- PROPERTY RIGHTS
ARTICLE III - MEMBERSHIP AND VOTING RIGHTS Section 1. Membership Section 2. Voting. - Section 3. Neighborhoods. -7- Instrument# 2007-080360 It 3 Book: 6038 Page: 3499
ARTICLE IV - MAINTENANCE Section 1. Association's Responsibility Section 2. Owner's Responsibility Section 3. Master Association Rights to Cure Section 4. SWMS Maintenance Responsibility Section 5. SWMS Enforcement Section 6. SWMS Maintenance Easement Section 7. Drainage
ARTICLE V - INSURANCE AND CASUALTY LOSSES Section 1. Association Insurance Coverage
Section 3. Damage and Destruction Section 4. Disbursement of Proceeds Section 5. Repair and Reconstruction
ARTICLE VI- NO PARTITION
ARTICLE VII- CONDEMNATION
ARTICLE VIII - ANNEXATION OF ADDITIONAL PROPERTY Section 1. Acquisition of Lands by Declarant Section 2. Effects of Addition of Property Section 3. Conveyance of Additional Common Area Section 4. Annexation of Additional Property by Association Section 5. Amendment
ARTICLE IX - RIGHTS AND OBLIGATIONS OF THE ASSOCIATION Section 1. Common Area Section Section 3. Rules and Regulations Section 4. Implied Rights Section 5. Governmental Interests
ARTICLE X - ASSESSMENTS Section 1. Creation of Assessments. Section 2. Computation of Base Assessment Section 3. Section 4. Lien for Assessments Section 5. Reserve Budget and Capital Contribution Section 6. Date of Commencement of Assessments. Section 7. Subordination of the Lien to First Mortgages Section 8. Contributions to Working Capital Section 9. Exempt Property. 9- Instrument# 2007-080360 if 4 Book: 6038 Page: 3500
ARTICLE XI- ARCHITECTURAL STANDARDS Section 1. New Construction Committee Section 2. Modifications Committee Section 3. No Waiver of Future Approvals Section 4. Variance Section 5. Compliance Section 6. MARC -
ARTICLE XII - USE RESTRICTIONSpa Section 1. Signs. Section 2. Section 3. Prohibited Vehicles Section 4. Delivery and Service Vehicles Section 5. Occupants Bound Section 6. Animals and Pets Section 7. Annoyances Section 8. Unsightly or Unkempt Conditions Section 9. Antennas. Section 10. Basketball Equipment, Garbage Cans, Tanks, Etc. Section 11. Subdivision of Unit and Time Sharing Section 12. Firearms, Fireworks Section 13. Pools, Spas Section 14. Irrigation Section 15. Tents, Trailers and Temporary Structures Section 16. Drainage. Section 17. Tree Removal Section 18. Sight Distance at Intersections Section 19. Utility Lines Section 20. Air Conditioning Units Section 21. Lighting Section 22. Exterior Sculpture, Flags and Similar Items Section 23. Energy Conservation Equipment Section 24. Wetlands, Lakes and Water Bodies Section 25. Playground Section 26. Fences Section 27. Business Use Section 28. On Site Fuel Storage Section 29. Storm Precautions Section 30. Play Equipment, Strollers Etc. Section 31. Window Coverings Section 32. Leasing
ARTICLE XIII - GENERAL PROVISIONS Section 1. Term. - Section 2. Amendment and Supplemental Declarations -28- Instrument# 2007-080360 # 5 Book: 6038 Page: 3501
Section 3. Indemnification Section 4. Easements for Utilities, Etc. Section 5. Cable Television Section 6. Easement for Golf Balls Section 7. Severability Section 8. Right of Entry Section 9. Perpetuities Section 10. Litigation Section II. Cumulative Effect: Conflict Section 12. Use of the Phrase "Centennial Park at LPGA International" Section 13. Compliance Section 14. Security. Section 15. Notice of Transfer of Unit Section 16. Dissolution of Association
ARTICLE XIV - MORTGAGEE PROVISIONS Section 1. Notices of Action Section 2. Special FHLMC Provision Section 3. No Priority Section 4. Notice to Association Section 5. Amendment by Board Section 6. Applicability of Article XIV. Section 7. Failure of Mortgagee to Respond
ARTICLE XV - DECLARANT'S RIGHTS
ARTICLE XVI - GOLF COURSE Section 1. No Rights Conferred Section 2. Golf Course Easement 7-
List of Exhibits
Exhibit "A" Legal Description
Exhibit "B" Articles of Incorporation of Centennial Park At LPGA International Homeowners' Association, Inc.
Exhibit"C" Bylaws of Centennial Park At LPGA International Homeowners' Association, Inc. Instrument# 2001-080360 # 6 Book: 6038 Page: 3502
Prepared by / Return to: Fred W. van Vonno, Esq. Fox, Wackeen, Dungey, Beard, Sobel, & McCluskey, L.L.P. 3473 SE Willoughby Boulevard Stuart, FL 34994 Tel. (772) 287-4444
DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS FOR CENTENNIAL PARK AT LPGA INTERNATIONAL
THIS DECLARATION OF COVENANTS, CONDITIONS AND RESTRICTIONS is made this 2nd day of August, 2006, by Renar Development Company, a Florida corporation (hereinafter referred to as "Declarant").
Declarant is the owner of the real property described in Exhibit "A" attached hereto and incorporated herein by reference, within the LPGA International DRI/PUD. Declarant intends by this Declaration to impose upon the Properties (as defined herein) mutually beneficial restrictions under a general plan of improvement for the benefit of all owners of real property within the Properties. This Declaration is designed to provide a flexible and reasonable procedure for the overall development of the Properties, and to establish a method for the administration, maintenance, preservation, use and enjoyment of such Properties as are now or hereafter subject to this Declaration.
Declarant hereby declares that all of the property described in Exhibit "A" and any additional property which is hereafter subjected to this Declaration by Supplemental Declaration ("the Properties") shall be held, sold and conveyed subject to the following covenants, conditions, restrictions and easements, which shall run with the real property subjected to this Declaration and which shall be binding on all parties having any right, title or interest in the Properties or any part thereof, and their heirs, successors, successors-in- title, and assigns, and shall inure to the benefit of each owner thereof. This Declaration does not and is not intended to create a condominium within the meaning of the Florida Condominium Act, Florida Statutes, Section 718.101, et seq.
Centennial Park at LPGA International is located within the LPGA International Development, which includes the Properties subject to this Declaration, and is subject to the Master Declaration of LPGA International, including certain required approvals from the Master Architectural Review Committee ("MARC"), and that the provisions of this Declaration shall control over the Master Declaration as and to the extent specifically provided in the Master Declaration. To determine the effect of the Master Declaration upon the Properties subject to this Declaration and understand the interrelationship of the Master Declaration to this Declaration, Owners and Persons must examine and are hereby referred to Paragraph 2.8 of Article ll of the Instrument# 2007-080360 # 7 Book: 6038 Page: 3503
forth the Master Declaration entitled "Relationship of Declarations" which sets method for interpreting the application of the provisions ofthe different declarations. THE ALL OF THE PROPERTY SUBJECT TO THIS DECLARATION IS PART OF AS INDIGO COMMUNITY DEVELOPMENT DISTRICT. A SPECIAL TAXING DISTRICT DATE OF MORE FULLY DESCRIBED IN THE MASTER DECLARATION. AS OF THE THIS DECLARATION. THERE ARE CAPITAL ASSESSMENTS AND MAINTENANCE ASSESSMENTS AGAINST EACH UNIT SUBJECT TO THIS DECLARATION.
All Properties subject to this Declaration are also subject to the Development Order and the Development Agreements as defined herein.
ARTICLE I - DEFINITIONS Articles of Section 1. "Articles of Incorporation" or "Articles" shall mean and refer to the Inc., as Incorporation of Centennial Park at LPGA International Homeowners'Association, amended from time to time and as filed with the Secretary of State of Florida, and attached as Exhibit "B" to this Declaration. LPGA Section 2. "Association" shall mean and refer to the Centennial Park At its International Homeowners' Association, Inc., a Florida Not-for-Profit Corporation, body of successors or assigns. The "Board of Directors" or "Board" shall be the elected use of the the Association having its normal meaning under Florida corporate law. The term "association" or "associations" in lower case shall refer to any condominium association or other owners association having jurisdiction over any part of the Properties. Units Section 3. "Base Assessment" shall mean and refer to assessments levied against in the Properties to fund Common Expenses. At LPGA Section 4. "By-Laws" shall mean and refer to the By-Laws of Centennial Park "C" and International Homeowners' Association, Inc., attached hereto as Exhibit incorporated herein by reference, as they may be amended from time to time. of time during Section 5. "Class "B" Control Period" shall mean and refer to the period the Board which the Class "B" Member is entitled to appoint a majority of the members of of Directors as provided in Article III, Section 2, of the By-Laws. areas, utility Section 6. "Common Area" shall include all landscaped areas, recreation System, facilities, entry areas, Conservation Easements, Surface Water Management located Preservation Areas, Maintenance Easements, or other such areas or easements on the Properties and dedicated to, or owned by, the Association.
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Section 7. "Common Expenses" shall mean and include the actual and estimated expenses incurred by the Association for the general benefit of Unit Owners, including any reasonable reserve, all as may be found to be necessary and appropriate by the Board pursuant to this Declaration, the By-Laws and the Articles of Incorporation of the Association.
Section 8. "Community-Wide Standard" shall mean the standard of conduct, maintenance, or other activity generally prevailing throughout the Properties.
Section 9. "Declarant" shall mean and refer to Renar Development Company, a Florida corporation or its successors, successors-in-title or assigns who take title to any portion of the Property for the purpose of development and/or resale and are designated as the Declarant hereunder in a recorded instrument executed by the immediately preceding Declarant.
Section 10. "Declaration" shall mean and refer to this Declaration of Covenants, Conditions and Restrictions for Centennial Park at LPGA International as it may,from time to time, be amended.
Section 11. "Development Agreements" shall mean and refer to: Resolution No. 02-139 and Resolution 04-551 of the City of Daytona Beach, Florida.
Section 12. "Development Order" shall mean the Development Order for the LPGA Development of Regional Impact adopted pursuant to Chapter 380, Florida Statutes, on August 18, 1993, by Resolution of the City Commission of Daytona Beach, Florida, regarding the development of real property, of which the LPGA International Development and the Properties form a part. A Notice of Adoption of the Development Order was recorded in Official Records Book 3865, Page 1769, Public Records of Volusia County, Florida.
Section 13. "Golf Course" shall mean the LPGA International Golf Facilities as defined in the Master Declaration.
Section 14. "Master Association" shall mean the International Residential Owners Association, Inc., a Florida not for profit corporation, its successors or assigns.
Section 15. "Master Declarant" shall mean MSKP Volusia Partners, LLC, a Delaware limited liability company, as successor in interest to Patricia Lagoni, as Trustee of Trust No. 1D1-3 dated June 7, 1991.
Section 16. "Master Declaration" shall mean the Master Declaration of Covenants, Conditions and Restrictions for LPGA International as recorded in Official Records Book 4011, Page 2651, Public Records of Volusia County, Florida, as amended from time to time.
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Section 17. "Master Developer" shall mean MSKP Volusia Partners, LLC, a Delaware limited liability company,(as successor in interest to Patricia Lagoni, as Trustee of Trust No. 1D1-3 dated June 7, 1991) as defined in the Master Declaration.
Section 18. "Member" shall mean and refer to a person entitled to membership or to vote in the Association, as provided herein.
Section 19. "Mortgage" shall mean and refer to a mortgage, a deed of trust, a deed to secure debt, or any other form of security instrument.
Section 20. "Mortgagee" shall mean and refer to a beneficiary or holder of a mortgage.
Section 21. "Owner" shall mean and refer to one(1) or more persons who hold the record title to any Unit which is part of the Properties, but excluding in all cases any party holding an interest merely as security for the performance of an obligation. If a Unit is sold under a recorded contract of sale, and the contract specifically so provides, then the purchaser (rather than the fee owner) will be considered the Owner. If a Unit is subject to a written lease with a term in excess of one (1) year and the lease specifically so provides, then upon filing a copy of the lease with the Board of Directors, the lessee (rather than the fee owner) will be considered the Owner for the purpose of exercising all privileges of membership in the Association.
Section 22. "Person" means a natural person, a corporation, a partnership, a trustee, or any other legal entity.
Section 23. "Property" or "Properties" shall mean and refer to the real property described in Exhibit "A" attached hereto, together with such additional property as is hereafter subjected to this Declaration by Supplemental Declaration.
Section 24. "Service Assessments" shall mean and refer to assessments levied in accordance with Article X, Section 3 of this Declaration.
Section 25. "SJRWMD" shall mean and refer to the Saint Johns River Water Management District.
Section 26 "SJRWMD Permit" shall mean and refer to any permit issued by the SJRWMD for the Properties.
Section 27 "Special Assessment" shall mean and refer to assessments levied in accordance with Article X, Section 3 of this Declaration.
Section 28. "Supplemental Declaration" shall mean an amendment or supplement to this Declaration executed by, or consented to, by Declarant which solely subjects additional property to this Declaration for similar single family residential development without modifying or amending any other provision or term of this Declaration. The Master
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Developer shall join in and consent to any Supplemental Declaration. If an amendment or modification which subjects additional property to this Declaration is made to this Declaration and imposes, expressly or by reference, additional restrictions and obligations on the land described therein, such amendment or modification shall be subject to the amendment provisions of Article XIII, Section 2.
Section 29 "The Surface Water Management System" or "SWMS" for the Properties shall consist of the stormwater retention and conveyance system for the Properties and include any and all lakes, dry detention areas, dry retention areas, wet detention areas, wet retention areas, swales, and ditches depicted on any record drawings or plats of the Properties, including any mitigation, monitoring and maintenance activities associated with any Surface Water Management Permit or Stormwater Drainage System Permit issued by the SJRWMD. In addition to other approvals required hereunder, any proposed amendment to this Declaration which would affect the Surface Water Management System must be approved by SJRWMD.
Section 30. "Turnover" shall mean and refer to the transfer of operation ofthe Association by Declarant as described in the By-Laws, and delivery of the documents described in Section 720.307, Florida Statutes to the Board.
Section 31. "Unit" shall mean any portion of the Properties, whether developed or undeveloped, intended for development, use, and occupancy as a single family residence. The term shall include all portions of the lot owned as well as any structure thereon.
Section 32. "Voting Member" shall mean and refer to the owner of a unit.
ARTICLE II- PROPERTY RIGHTS
Every Owner shall have a right and easement of enjoyment in and to the Common Areas. Any Owner may delegate his or her right of enjoyment to the members of his or her family, lessees and invitees, as applicable, subject to reasonable regulation by the Board and in accordance with procedures it may adopt. An Owner who leases his or her Unit shall be deemed to have delegated all such rights to the Unit's lessee.
Declarant reserves the right to amend this Declaration unilaterally at any time so long as it has the right to expand the community pursuant to Article VIII hereof, without prior notice and without the consent of any person, for the purpose of removing certain portions of the Properties then owned by the Declarant or its affiliates or the Association from the provisions of this Declaration to the extent originally included in error or as a result of any changes whatsoever in the plans for Centennial Park At LPGA International desired to be effected by the Declarant, provided such withdrawal is not unequivocally contrary to the overall, uniform scheme of development for Centennial Park At LPGA International.
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ARTICLE III - MEMBERSHIP AND VOTING RIGHTS
Section 1. Membership. Every Owner, as defined in Article I, shall be deemed to have either a Class "A" or Class "B" membership in the Association, as provided in Section 2 below.
No Owner, whether one (1) or more persons, shall have more than one (1) membership per Unit owned. In the event the Owner of a Unit is more than one(1) person, votes and rights of use and enjoyment shall be as provided herein. The rights and privileges of membership may be exercised by a Member or the Member's spouse,subject to the provisions of this Declaration and the By-Laws. The membership rights of a Unit owned by a corporation or partnership shall be exercised by the individual designated from time to time by the Owner in a written instrument provided to the Secretary, subject to the provisions of this Declaration and the By-Laws.
Section 2. Voting. The Association shall have two(2) classes of membership, Class "A" and Class "B" as follows:
(a) Class "A". Class "A" Members shall be all Owners with the exception of the Class "B" Member, if any.
Class"A" Members shall be entitled to one(1) equal vote for each Unit in which they hold the interest required for membership under Section 1 hereof; there shall be only one (1) vote per Unit. In any situation where a Member is entitled personally to exercise the vote for his Unit and more than one (1) persons holds the interest in such Unit required for membership, the vote for such Unit shall be exercised as those persons determine among themselves and advise the Secretary of the Association in writing prior to any meeting. In the absence of such advice,the Unit's vote shall be suspended if more than one(1) person seeks to exercise it.
(b) Class "B". The Class "B" Member shall be the Declarant. The rights of the Class "B" Member, including the right to approve actions taken under this Declaration and the By-Laws, are specified elsewhere in the Declaration and the By-Laws. The Class "B" Member shall be entitled to appoint a majority of the members of the Board of Directors during the Class "B" Control Period, as specified in Article III, Paragraph A., Section 2, of the By-Laws. After termination of the Class "B" Control Period, the Class "B" Member shall have a right to disapprove actions of the Board of Directors and any committee as provided in Article III, Paragraph A., Section 3, of the By-Laws. The Class "B" Membership shall terminate and become converted to Class "A" Membership upon the earlier of:
(i) Ninety(90) days after expiration of the Class"B" Control Period pursuant to Article III of the By-Laws; or
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(ii) when, in its discretion, the Declarant so determines.
Section 3. Neighborhoods. Centennial Park at LPGA International shall be considered a separate Neighborhood as defined in the Master Declaration. Centennial Park shall not be subject to the Declaration for Renar Golf Communities at LPGA International or the Declaration for the Lionspaw Community. The Centennial Park at LPGA International Homeowners Association shall be considered the Association for the subdivision known as Centennial Park at LPGA International.
ARTICLE IV - MAINTENANCE
Section 1. Association's Responsibility.
(a) Maintenance by Association. The Association shall maintain and keep in good repair all of the Common Areas, except for the SWMS, which are maintained as provided in Article IV, Section 4 below. This maintenance shall include, but need not be limited to, maintenance, repair and replacement of all landscaping and other flora, and improvements, within the Common Area (except as otherwise specifically provided in Sections 2 and 4 below), and maintenance of such portions of any additional property included within the Common Area as may be dictated by this Declaration, or by a contract or agreement for maintenance thereof by the Association.
Except as otherwise specifically provided herein, all costs associated with maintenance of Common Areas shall be a Common Expense to be allocated among all Units as part of the Base Assessment.
The Association may maintain other property which it does not own, including, without limitation, property dedicated to the public, if the Board of Directors determines that such maintenance is necessary or desirable to maintain the Community- Wide Standards. The costs of such maintenance shall be allocated among the benefitted Units as a Base Assessment, or Special Assessment against a particular Unit, as the Board of Directors determines appropriate.
Section 2. Owner's Responsibility. Each Owner shall maintain his or her Unit and all structures, parking areas and other improvements comprising the Unit. In addition, Owners of Units which are adjacent to the Golf Course shall maintain and irrigate that portion of the Golf Course property between the Unit boundary and the maintained portions of the Golf Course or lake water's edge or wetlands preserve, as more fully described and to the extent required by the Design Guidelines promulgated pursuant to Article XI hereof. Owners of Units which are adjacent to any portion of the Common Area on which walls have been constructed shall maintain and irrigate that portion of the Common Area which lies between the wall and the Unit boundary. Owners of Units fronting on any roadway within the Properties shall maintain driveways serving their respective Units and shall maintain and irrigate landscaping on that portion of the Common Area, if any, or right-of- way between the Unit boundary and the nearest street curb. Owners of Units fronting on
-7- Instrument# 2007-080360 # 13 Book: 6038 Page: 3509 the water's edge or upon greenbelt buffer fronting the water's edge of any lake or other body of water within the Properties shall maintain and irrigate all landscaping between the Unit boundary and such water's edges provided that the Owners shall have no right to remove trees, shrubs or similar vegetation from this area without prior approval pursuant to Article XI hereof.
All maintenance required by this Section 2 shall be performed in a manner consistent with the Community-Wide Standard and all applicable covenants. If any Owner fails properly to perform his or her maintenance responsibility, the Association may perform it and assess all costs incurred by the Association against the Unit and the Owner thereof in accordance with Article X, Section 4, of this Declaration; provided, however, except when entry is required due to emergency situation, the Association shall afford the Owner reasonable notice and an opportunity to cure the problem prior to entry.
Section 3. MasterAssociation Rights to Cure. The MasterAssociation maintains certain rights regarding curing an Owner's failure to perform his maintenance responsibility pursuant to Section 5.5 of the Master Declaration, and the right of the Declarant hereunder to cure an Owner's default does not supercede the Master Association's right.
Section 4. SWMS Maintenance Responsibility. Once constructed and accepted by the Indigo Community Development District(the "ICDD"),the ICDD shall be responsible for the maintenance, operation and repair of the SWMS. If any portion of the SWMS is not accepted by the ICDD, the maintenance, operation and repair thereof shall be the responsibility of the Association. Maintenance of the SWMS shall mean the exercise of practices that allow the systems to provide drainage, water storage, conveyance or other surface water or stormwater management capabilities as permitted or required by the SJRWMD. The ICDD shall be responsible for any such maintenance and operation if and where such is applicable. The Owner of each Lot shall, at the Owner's expense, irrigate, mow, maintain and keep free of weeds, undergrowth and dead vegetation upon all that property lying between the Owner's Lot line and the water's edge of any adjacent lake or water body.
Section 5. SWMS Enforcement. The SJRWMD shall have the right to enforce by administrative proceeding, or a proceeding at law or in equity any provisions contained in this Declaration which relate to the maintenance, operation and repair of the SWMS.
Section 6. SWMS Maintenance Easement. A perpetual, non-exclusive access easement as necessary is granted and reserved in favor of the ICDD, the Master Developer, the Master Association, the Declarant and the Association for ingress, egress and access to enter any portion of the Properties in order to construct, maintain or repair any SWMS facilities thereon and appurtenances thereto. No structure, landscaping or other materials shall be placed or permitted to remain which may damage, impair or interfere with the installation, operation and maintenance of drainage facilities or which may obstruct or retard the flow of water through the SWMS or otherwise interfere with any easement provided for in this Declaration or the use rights set forth herein.
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Section 7. Drainage. Drainage areas and drainage easements shall be kept and maintained for irrigation, drainage or beautification in a manner consistent with the Development of Regional Impact Conceptual Management Storage of Surface Water Permit("MSSW"), and any and all MSSW construction permits, and in accordance with the requirements of applicable governmental authorities. The drainage easements shown on any plat or conveyance shall be used for the construction, repair and maintenance of drainage facilities and all appurtenances thereto. The location of a drainage pattern may not be modified or relocated without the prior written consent of the Master Developer, the MARC, the Declarant and appropriate governmental agencies.
ARTICLE V - INSURANCE AND CASUALTY LOSSES
Section 1. Association Insurance Coverage. The Association's Board of Directors, or its duly authorized agent, shall have the authority to and shall obtain blanket all-risk casualty insurance, if reasonably available,for all insurable improvements on the Common Area. If blanket all-risk coverage is not reasonably available, then at a minimum an insurance policy providing fire and extended coverage shall be obtained. This insurance shall be in an amount sufficient to cover one hundred (100%) percent of the replacement cost of any repair or reconstruction in the event of damage or destruction from any insured hazard.
The Board shall also obtain a public liability policy covering the Common Areas, the Association and its Members for all damage or injury caused by the negligence of the Association or any of its Members or agents. The public liability policy shall have at least a One Million Dollar($1,000,000.00) single person limit as respects bodily injury and property damage,a Three Million Dollar($3,000,000.00) limit per occurrence, if reasonably available, and a Five Hundred Thousand Dollar($500,000.00) minimum property damage limit.
Premiums for all insurance on the Common Area shall be Common Expenses of the Association and shall be included in the Base Assessment, as defined in Article I and as more particularly described in Article X. The policies may contain a reasonable deductible, and, in the case of casualty insurance, the amount thereof shall be added to the face amount of the policy in determining whether the insurance at least equals the full replacement cost. The deductible shall be paid by the party who would be liable for the loss or repair in the absence of insurance and in the event of multiple parties shall be allocated in relation to the amount each party's loss bears to the total.
All insurance coverage obtained by the Board of Directors shall be written in the name of the Association as trustee for the respective benefitted parties, as further identified in Subsection (b) below. Such insurance shall be governed by the provisions hereinafter set forth:
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(a) All policies shall be written with a company authorized to do business in Florida which holds a Best's rating of A or better and is assigned a financial size category of XI or larger as established by A.M. Best Company, Inc., if reasonably available, or, if not available, the most nearly equivalent rating.
(b) All policies on the Common Area shall be for the benefit of the Association and its Members.
(c) Exclusive authority to adjust losses under policies obtained by the Association on the Properties shall be vested in the Association's Board of Directors; provided, however, no Mortgagee having an interest in such losses may be prohibited from participating in the settlement negotiations, if any, related thereto.
(d) In no event shall the insurance coverage obtained and maintained by the Association's Board of Directors hereunder be brought into contribution with insurance purchased by individual Owners, occupants, or their Mortgagees.
(e) All casualty insurance policies shall have an inflation guard endorsement, if reasonably available, and an agreed amount endorsement with an annual review by one or more qualified persons, at least one of whom must be in the real estate industry and familiar with construction in the City of Daytona Beach, Florida area.
(f) The Association's Board of Directors shall be required to make every reasonable effort to secure insurance policies that will provide for the following:
(i) a waiver of subrogation by the insurer as to any claims against the Association's Board of Directors, its manager, the Owners, and their respective tenants, servants, agents and guests;
(ii) a waiver by the insurer of its rights to repair and reconstruct, instead of paying cash;
(iii) a statement that no policy may be canceled, invalidated, suspended, or subject to non-renewal on account of any one or more individual Owners;
(iv) a statement that no policy may be canceled, invalidated, suspended, or subject to non-renewal on account of the conduct of any director, officer, or employee of the Association or its duly authorized manager without prior demand in writing delivered to the Association to cure the defect and the allowance of a reasonable time thereafter within which the defect may be cured by the Association, its manager, any Owner, or Mortgagee;
(v) that any "other insurance" clause in any policy exclude individual Owners' policies from consideration; and
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(vi) that the Association will be given at least thirty (30) days' prior written notice of any cancellation, substantial modification, or non-renewal.
In addition to the other insurance required by this Section, the Board shall obtain, as a Common Expense, worker's compensation insurance if and to the extent required by law, directors' and officers' liability coverage, if reasonably available, a fidelity bond or bonds on directors, officers, employees, and other Persons handling or responsible for the Association's funds, if reasonably available, and flood insurance, if required. The amount of fidelity coverage shall be determined in the directors' best business judgment but, if reasonably available, may not be less than three (3) months' assessments on all Units, plus reserves on hand. Bonds shall contain a waiver of all defenses based upon the exclusion of persons serving without compensation and shall require at least thirty (30) days' prior written notice to the Association of any cancellation, substantial modification, or non-renewal.
Section 2. Individual Coverage. By virtue of taking title to a Unit subject to the terms of this Declaration, each Owner covenants and agrees with all other Owners and with the Association that each Owner shall carry blanket all-risk casualty insurance on each Unit and structures constructed thereon meeting the same requirements as set forth in Section 1 of this Article V for insurance on the Common Area. Each Owner further covenants and agrees that in the event of a partial loss or damage resulting in less than total destruction of structures comprising his Unit, the Owner shall remove all debris within sixty (60) days and complete repair or reconstruction of the damaged structure within six (6) months in a manner consistent with the original construction or such other plans and specifications as are approved in accordance with Article XI of this Declaration. The Owner shall pay any costs of repair or reconstruction which are not covered by insurance proceeds. In the event that the structure is totally destroyed, the Owner may decide not to rebuild or to reconstruct, in which case the Owner shall clear the Unit of all debris and return it to substantially the natural state in which it existed prior to the beginning of construction and thereafter the Owner shall continue to maintain the Unit in a Community-Wide Standard.
Section 3. Damage and Destruction. (a) Immediately after damage or destruction by fire or other casualty to all or any part of the Properties covered by insurance written in the name of the Association, the Board of Directors or its duly authorized agent shall proceed with the filing and adjustment of all claims arising under such insurance and obtain reliable and detailed estimates of the cost of repair or reconstruction of the damaged or destroyed Properties. Repair or reconstruction, as used in this paragraph, means repairing or restoring the Properties to substantially the same condition in which they existed prior to the fire or other casualty, allowing for any changes or improvement necessitated by changes in applicable building codes.
(b) Any damage or destruction to the Common Area shall be repaired or reconstructed unless the Voting Members representing at least seventy-five(75%) percent of the total Class "A" vote of the Association shall decide within sixty (60) days after the casualty not to repair or reconstruct. If for any reason either the amount of the insurance Instrument# 2007-080360 # 17 Book: 6038 Page: 3513 proceeds to be paid as a result of such damage or destruction, or reliable and detailed estimates of the cost of repair or reconstruction, or both, are not made available to the Association within said period, then the period shall be extended until such fund or information shall be made available; provided, however, such extension shall not exceed sixty (60) additional days. No Mortgagee shall have the right to participate in the determination of whether the damage or destruction to Common Area shall be repaired or reconstructed.
(c) In the event that it should be determined in the manner described above that the damage or destruction to the Common Area shall not be repaired or reconstructed and no alternative improvements are authorized, then and in that event the affected portion of the Properties shall be restored to their natural state and maintained by the Association in a neat and attractive condition consistent with the Community-Wide Standard.
Section 4. Disbursement of Proceeds. If the damage or destruction for which the proceeds of insurance policies are paid is to be repaired or reconstructed, the proceeds, or such portion thereof as may be required for such purpose, shall be disbursed in payment of such repairs or reconstruction as hereinafter provided. Any proceeds remaining after defraying such costs of repair or reconstruction to the Common Area shall be retained by and for the benefit of the Association and placed in a capital improvements account. In the event no repair or reconstruction is made, any proceeds remaining after such settlement as is necessary and appropriate with the affected Owner or Owners and their Mortgagee(s) as their interests may appear, shall be retained by and for the benefit of the Association and placed in a capital improvements account. This is a covenant for the benefit of any Mortgagee of a Unit and may be enforced by such Mortgagee.
Section 5. Repair and Reconstruction. If the damage or destruction to the Common Area for which insurance proceeds are paid is to be repaired or reconstructed, and such proceeds are not sufficient to defray the cost thereof, the Board of Directors shall, without the necessity of a vote of the Voting Members, levy a special assessment against all Owners on the same basis as provided for Base Assessments. Additional assessments may be made in like manner at any time during or following the completion of any repair or reconstruction.
ARTICLE VI- NO PARTITION
Except as is permitted in the Declaration or amendments thereto, there shall be no judicial partition of the Common Area or any part thereof, nor shall any Person acquiring any interest in the Properties or any part thereof seek any judicial partition unless the Properties have been removed from the provisions of this Declaration. This Article shall not be construed to prohibit the Board of Directors from acquiring and disposing of tangible personal property nor from acquiring title to real property which may or may not be subject to this Declaration.
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ARTICLE VII- CONDEMNATION
Whenever all or any part of the Common Area shall be taken (or conveyed in lieu of and under threat of condemnation by the Board acting on the written direction of Voting Members representing at least sixty-seven (67%) percent of the total Class "A" vote in the Association and of the Declarant, as long as the Declarant owns any property described in Exhibit"A") by any authority having the power of condemnation or eminent domain, each Owner shall be entitled to notice thereof. The award made for such taking shall be payable to the Association as trustee for all Owners to be disbursed as follows:
If the taking involves a portion of the Common Area on which improvements have been constructed, then, unless within sixty (60) days after such taking the Declarant, so long as the Declarant owns any property described in Exhibit "A"of this Declaration, and Voting Members representing at least sixty-seven (67%) percent of the total vote of the Association shall otherwise agree, the Association shall restore or replace such improvements so taken on the remaining land included in the Common Area to the extent lands are available therefor, in accordance with plans approved by the Board of Directors of the Association. If such improvements are to be repaired or restored, the above provisions in Article V hereof regarding the disbursement of funds in respect to casualty damage or destruction which is to be repaired shall apply.
If the taking does not involve any improvements on the Common Area, or if there is a decision made not to repair or restore, or if there are net funds remaining after any such restoration or replacement is completed, then such award or net funds shall be disbursed to the Association and used for such purposes as the Board of Directors of the Association shall determine.
ARTICLE VIII- ANNEXATION OF ADDITIONAL PROPERTY
Section 1. Acquisition of Lands by Declarant. At any time before Turnover, Declarant shall have the right, in its sole discretion and without the consent of any Person except the owner of such additional real property, to designate additional real property as part of the Property by executing and recording a Supplemental Declaration or amendment in the Public Records of Volusia County. Declarant makes no representation herein regarding the size of such real property, if any. Nothing in this Declaration shall impose any duty or obligation upon the Declarant to add additional property to the Properties.
Section 2. Effects of Addition of Property. Some of the effects of adding additional property to the Properties may be to decrease the share of costs borne by each Member and to increase the size of the Properties, the total number of Units subject to the Association, the number of Members,the number of Persons using the Common Area and any other property available to Members,the size of the Association's Budget and the total number of votes which may be cast by Members.
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Section 3. Conveyance of Additional Common Area. Declarant may convey to the Association additional real property, improved or unimproved, located within the Properties described in Exhibit "A" which upon conveyance or dedication to the Association shall be accepted by the Association and thereafter shall be maintained by the Association at its expense for the benefit of all its Members.
Section 4. Annexation of Additional Property by Association . After Turnover and subject to the consent of the owner thereof, the Association may annex additional Committed Property as defined in the Master Declaration, other than that described in Exhibit "A", to the provisions of this Declaration and the jurisdiction of the Association. Such annexation shall require the affirmative vote of Voting Members or alternates representing a majority of the votes in the Association (other than those held by Declarant) present at a meeting duly called for such purpose and of the Declarant, so long as Declarant owns property subject to this Declaration or which may become subject hereto in accordance with Section 1 of this Article.
Annexation shall be accomplished by filing of record in the Public Records of Volusia County, Florida, a Supplemental Declaration describing the property being annexed. Any such Supplemental Declaration shall be signed by the President and the Secretary of the Association, and by the owner of the property being annexed, and any such annexation shall be effective upon filing unless otherwise provided therein. The relevant provisions of the By-Laws dealing with regular or special meetings, as the case may be, shall apply to determine the time required for and the proper form of notice of any meeting called for the purpose of considering annexation of property pursuant to this Section 2 and to ascertain the presence of a quorum at such meeting.
Section 5. Amendment. This Article shall not be amended without the prior written consent of Declarant, so long as the Declarant owns any of the Properties.
ARTICLE IX - RIGHTS AND OBLIGATIONS OF THE ASSOCIATION
Section 1. Common Area. The Association, subject to the rights of the Owners set forth in this Declaration, has the authority to and shall be responsible for the exclusive management and control of the Common Area and all improvements thereon (including, without limitation, furnishings and equipment related thereto and common landscaped areas), and shall keep it in good, clean, attractive and sanitary condition, order and repair, pursuant to the terms and conditions hereof and consistent with the Community-Wide Standard.
Section 2. Personal Property and Real Property for Common Area. The Association, through action of its Board of Directors, may acquire, hold and dispose of tangible and intangible personal property and real property. The Board, acting on behalf of the Association, shall accept any real or personal property, leasehold or other property interests within the Properties conveyed to it by the Declarant.
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Section 3. Rules and Regulations. The Association, through its Board of Directors, may establish, revise and enforce reasonable rules, regulations and assessments governing the use of the Properties, which rules, regulations and assessments shall be consistent with this Declaration. Sanctions may include reasonable monetary fines and suspension of the right to vote and the right to use any recreational facilities on the Common Area and exclusion from the Properties of any contractor, subcontractor, agent or other invitee who fails to comply with the provisions of such rules and regulations. The Board shall, in addition, have the power to seek relief in any court for violations or to abate nuisances. Imposition of sanctions shall be as provided in the By-Laws of the Association.
Section 4. Implied Rights. The Association may exercise any other right or privilege given to it expressly by this Declaration or the By-Laws, and every other right or privilege reasonably to be implied from the existence of any right or privilege given to it herein or reasonably necessary to effectuate any such right or privilege, including the right to own and convey property, sue and be sued, and to contract for services.
Section 5. Governmental Interests. The Association shall permit the Declarant reasonable authority to designate sites within the Properties for fire, police, water and sewer facilities, public schools and parks, and other public facilities.
ARTICLE X - ASSESSMENTS
NOTE: ASSESSMENTS LEVIED PURSUANT TO THIS DECLARATION DO NOT INCLUDE ASSESSMENTS THAT MAY BE LEVIED BY THE MASTER ASSOCIATION PURSUANT TO THE MASTER DECLARATION OR BY THE ICDD PURSUANT TO ITS TAXING AUTHORITY.
Section 1. Creation of Assessments. There are hereby created assessments for Association expenses as may from time to time specifically be authorized by the Board of Directors to be commenced at the time and in the manner set forth in Section 7 of this Article. There shall be three (3) types of assessments: (a) Base Assessments to fund Common Expenses for the benefit of all Members of the Association; (b) Special Assessments as described in Section 3 below; and (c) Service Assessments as described in Section 3 below.
Base Assessments shall be levied equally on all Units. Special Assessments and Service Assessments shall be levied as provided in Section 3 below. Each Owner, by acceptance of a deed or recorded contract of sale or contract for deed for any portion of the Properties, is deemed to covenant and agree to pay these assessments.
All assessments, together with interest (at a rate not to exceed the highest rate allowed by Florida law) as computed from the date the delinquency first occurs, late charges, costs, and reasonable attorney's fees, shall be a charge on the land and shall be a continuing lien upon the Unit against which each assessment is made. Each such
-15- Instruent# 2007-080360 # 21 Book: 6038 Page: 3517 assessment, together with interest, late charges, costs and reasonable attorney's fees, shall also be the personal obligation of the Person who was the Owner of such Unit at the time the assessment arose, and his or her grantee shall be jointly and severally liable for such portion thereof as may be due and payable at the time of conveyance, except no first Mortgagee who obtains title to a Unit pursuant to the remedies provided in the Mortgage shall be liable for unpaid assessments which accrued prior to such acquisition of title.
The Association shall, upon demand at anytime,furnish to any Owner liable for any type of assessment a certificate in writing signed by an officer or agent of the Association setting forth whether such assessment has been paid as to any particular Unit. Such certificate shall be conclusive evidence of payment to the Association of such assessment therein stated to have been paid. The Association may require the advance payment of a processing fee not to exceed Fifty Dollars ($50.00)for the issuance of such certificate.
Assessments shall be paid in advance in such manner and on such dates as may be fixed by the Board of Directors which may include, without limitation, acceleration of any assessments for delinquencies. Unless the Board otherwise provides, all Base Assessments and Service Assessments shall be paid in quarterly installments.
No Owner may waive or otherwise exempt himself from liability for the assessments provided for herein, including, by way of illustration and not limitation, by non- use of Common Areas or abandonment of the Unit. The obligation to pay assessments is a separate and independent covenant on the part of each Owner. No diminution or abatement of assessment or set-off shall be claimed or allowed by reason of any alleged failure of the Association or Board to take some action or perform some function required to be taken or performed by the Association or Board under this Declaration or the By- Laws, or for inconvenience or discomfort arising from the making of repairs or improvements which are the responsibility of the Association, or from any action taken to comply with any law, ordinance, or with any order or directive of any municipal or other governmental authority.
The Declarant shall have no obligation to pay assessments on Units which it owns ,whether such Units are original inventory or have been reacquired by Declarant. Rather, until termination of the Declarant's right to annex property pursuant to Article VIII, Section 1 hereof, the Declarant shall annually pay the difference between the amount of assessments levied on all Units subject to assessment and the amount of actual expenditures required to operate the Association during the fiscal year. The Declarant's financial obligations to the Association may be satisfied in the form of a cash subsidy or by "in kind" contributions of services or materials, or a combination of these.
The Association is specifically authorized to enter into subsidy contracts for "in kind" contribution of services or materials or a combination of services and materials with Declarant or other entities for the payment of some portion of the Common Expense.
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Section 2. Computation of Base Assessment. It shall be the duty of the Board annually to prepare a budget covering the estimated Common Expenses of the Association during the coming year. The budget may include a capital contribution establishing a reserve fund.
The Base Assessment to be levied for the coming year against each Unit subject to assessment shall be computed by dividing the budgeted Common Expenses by the total number of Units subject to assessment and reasonably anticipated to become subject to assessment pursuant to Section 6 below during the fiscal year, provided, however, the amount of the Base Assessment for the coming year shall not exceed one hundred twenty-five percent(125%) of the previous year's base assessment. The Board shall cause a copy of the Common Expense budget and notice of the amount of the Base Assessment to be levied against each Unit for the following year to be delivered to each Owner at least fifteen (15) days prior to the beginning of the fiscal year. Such budget and assessment shall become effective unless disapproved at a meeting of the Voting Members by Voting Members or their alternates representing at least a majority of the total votes in the Association, and by the Class "B" Member, if such exists. There shall be no obligation to call a meeting for the purpose of considering the budget except on petition of the Voting Members as provided for special meetings in Article II, Section 4 of the By- Laws, which petition must be presented to the Board within ten (10) days of delivery of the notice of assessments.
Notwithstanding the foregoing, however, in the event the proposed budget is disapproved or the Board fails for any reason to determine the budget for any year, then and until such time as a budget shall have been determined as provided herein, the budget in effect for the immediately preceding year shall continue for the current year.
Section 3. Special Assessments and Service Assessments
(a) Special Assessments
(1) Entire Membership. The Board of Directors may levy Special Assessments upon any Unit from time to time; provided, any Special Assessment which would exceed Three Hundred Dollars ($300.00) per Unit payable in any one year shall require the affirmative vote or written consent of Voting Members or their alternates representing a majority of the total votes in the Association and affirmative vote or written consent of the Class "B" Member, if such exists. Special Assessments pursuant to this paragraph shall be payable in such manner and at such times as determined by the Board, and may be payable in installments extending beyond the fiscal year in which the Special Assessment is approved, if the Board so determines.
(2) Less Than All Members. The Association may levy a Special Assessment against any Member individually and against such Member's Unit to reimburse the Association for costs incurred in bringing a Member and his Unit into compliance with the provisions of the Declaration, any amendments thereto, the Articles, the By-Laws, or
-17- Instrument# 2007-080360 # 23 Book: 6038 Page: 3519 the Association rules, which Special Assessment may be levied upon opportunity for a hearing.
(b) Service Assessments. The Board of Directors may levy a Service Assessment upon any Unit which receives services through the Association for video, data and voice communications and transmissions, security, cable television, lawn and exterior home maintenance, valet, or other types of services, for which the amount of the assessment shall vary from Unit to Unit, depending upon the type or amount of benefit received by a Unit.
Section 4. Lien for Assessments. Upon recording of a notice of lien on any Unit, there shall exist a perfected lien for unpaid assessments prior and superior to all other liens, except(1) all taxes, bonds, assessments, and other levies which by law would be superior thereto, and (2) the lien or charge of any first Mortgage of record (meaning any recorded Mortgage with first priority over other Mortgages) made in good faith and for value. Liens may be enforced by suit, judgment and foreclosure.
The Association, acting on behalf of its Members,shall have the power to bid for the Unit at foreclosure sale and to acquire and hold, lease, mortgage, and convey the same. During the period in which a Unit is owned by the Association following foreclosure: (a) no right to vote shall be exercised on its behalf; (b) no assessment shall be levied on it; and (c) each other Unit shall be charged, in addition to its usual assessment, its equal pro rata share of the assessment that would have been charged such Unit had it not been acquired by the Association as a result of foreclosure. Suit to recover a money judgment for unpaid Common Expenses and attorney's fees shall be maintainable without foreclosing or waiving the lien securing the same.
Section 5. Reserve Budget and Capital Contribution. The Board of Directors may annually prepare a reserve budget to take into account the number and nature of replaceable assets, the expected life of each asset, and the expected repair or replacement cost. The Board may set the required capital contribution in an amount sufficient to permit meeting the projected needs of the Association, as shown on the budget, with respect both to amount and timing by annual assessments over the period of the budget. The capital contribution required, if any, may be fixed by the Board and included within and distributed with the budget and Base Assessment, as provided in Section 2 of this Article.
Section 6. Date of Commencement of Assessments. The obligation to pay Base Assessments and Special Assessments shall commence as to each Unit on the first day of the first month following the date of conveyance by the Declarant. The obligation to pay Service Assessments shall commence at the time of providing the service. Assessments shall be due and payable in a manner and on a schedule as the Board of Directors may provide. The first annual assessment shall be adjusted according to the number of days remaining in the fiscal year at the time assessments commence on the Unit.
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Section 7. Subordination of the Lien to First Mortgages. The lien of assessments, including interest, late charges (subject to the limitations of Florida law), and costs (including attorney's fees) provided for herein, shall be subordinate to the lien of any first Mortgage upon any Unit. The sale or transfer of any Unit shall not affect the assessment lien. However, the sale or transfer of any Unit pursuant to judicial or non-judicial foreclosure of a first Mortgage shall extinguish the lien of such assessments as to payment which become due prior to such sale or transfer. No sale or transfer shall relieve such Unit from lien rights for any assessments thereafter becoming due. Where the Mortgagees holding a first Mortgage of record or other purchaser of a Unit obtains title pursuant to remedies under the Mortgage, it shall not be liable for the share of the Common Expenses or assessments by the Association chargeable to such Unit which became due prior to such acquisition of title. Such unpaid share of Common Expenses or assessments shall be deemed to be Common Expenses collectible from Owners of all the Units, including such acquirer, its successors and assigns.
Section 8. Contributions to Working Capital. Upon every transfer of record title to a Unit after the date of recording of this Declaration, other than a transfer to a person or entity taking title solely for the purpose of constructing a dwelling thereon for resale, a contribution shall be made by or on behalf of the purchaser to the Working Capital of the Association in an amount to be determined from time to time by resolution of the Board of Directors, but not less than one-half( 1/2) of the annual Base Assessment per Unit for that year; provided, the Board of Directors may, but shall not be obligated to, establish the contribution at a lesser amountfor purchasers who are already Members ofthe Association at the time of such acquisition. This contribution shall be deposited into the purchase and sales escrow and disbursed therefrom to the Association for use in covering operation expenses and other expenses incurred by the Association pursuant to the terms of this Declaration and the By-Laws. The amount of the contribution to working capital is subject to change without notice in the sole discretion of the Board of Directors. The Declarant, its parent, subsidiaries, affiliates and assigns shall be exempt from payment of the contribution required by this Section. The capital contribution required by this Section shall constitute an assessment against the Unit and shall be subject to the same lien rights and other rights of collection applicable to other assessments under this Article.
Section 9. Exempt Property. Notwithstanding anything to the contrary herein, the following property shall be exempt from payment of Base Assessments, Special Assessments and Service Assessments:
(a) all Common Area, and
(b) all property dedicated to and accepted by any governmental authority or public utility, including, without limitation, public schools, public streets, and public parks, if any.
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ARTICLE XI - ARCHITECTURAL STANDARDS
The Board of Directors shall have the authority and standing, on behalf of the Association, to enforce in any court of competent jurisdiction decisions of the committees established in Sections 1 and 2 of this Article Xl. This Article may not be amended without written consent of the Master Developer and the Declarant, so long as the Declarant owns any land subject to this Declaration or subject to annexation to this Declaration.
No construction, which term shall include within its definition staking, clearing, excavation, grading and other site work, no exterior alteration or modification of existing improvements, and no plantings or removal of plants, trees, or shrubs shall take place except in strict compliance with this Article, until the requirements below have been fully met, and until the approval of the appropriate committee has been obtained. The Board of Directors may establish reasonable fees to be charged by the committees on behalf of the Association for review of an application for approval hereunder, which fees, if established, shall be paid in full prior to review of any application hereunder.
Except as otherwise provided by the New Construction Committee, all structures constructed on any portion of the Properties shall be designed by and built in accordance with the plans and specifications of an architect or engineer licensed in the State of Florida.
Section 1. New Construction Committee. The New Construction Committee ("NCC") shall have exclusive jurisdiction over all original construction on any portion of the Properties. The NCC shall consist of at least three (3), but no more than five (5), persons. Until one hundred (100%) percent of the Properties have been developed and conveyed to purchasers other than builders and developers in the normal course of development and sale, the Declarant retains the right to appoint all members of the NCC
The NCC shall prepare and, on behalf of the Board of Directors, shall promulgate design and development guidelines and application and review procedures. Copies shall be available from the New Construction Committee for review. The guidelines and procedures shall be those of the Association, and the NCC shall have sole and full authority to prepare and to amend them. It shall make the guidelines and procedures available to Owners, builders and developers who seek to engage in development of or construction upon all or any portion of the Properties and such Owners, builders and developers shall conduct their operations strictly in accordance therewith. In the event that the NCC fails to approve or disapprove plans submitted to it, or to request additional information reasonably required, within thirty(30) days after submission thereof, the plans shall be deemed approved.
Section 2. Modifications Committee. The Board of Directors may establish a Modifications Committee ("MC") to consist of at least three (3) and no more than five (5) persons, all of whom shall be appointed by the Board of Directors. Members of the MC may include architects or similar professionals who are not Members of the Association.
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The MC, if established, shall have jurisdiction over modifications, additions, or alterations made on or to existing improvements and the open space, if any, appurtenant thereto.
The MC shall promulgate detailed standards and procedures governing its areas of responsibility and practice, subject to and consistent with those of the NCC. In the event of any conflict, the ruling of the NCC shall be controlling. In addition thereto, the following shall apply: plans and specifications showing the nature, kind, shape color, size, materials, and location of such modifications, additions or alterations, shall be submitted to the MC for approval as to quality of workmanship and design and as to harmony of external design with existing structures, location in relation to surrounding structures, topography and finish grade elevation. Nothing contained herein shall be construed to limit the right of an Owner to remodel the interior of his Unit, or to paint the interior of his Unit any color desire; provided, modification or alterations to the interior of screened porches, patios and similar portions of a Unit visible from outside the Unit shall be subject to approval hereunder. In the event that the MC fails to approve or disapprove such plans or to request additional information reasonably required within thirty (30) days after submission, the plans shall be deemed approved.
Section 3. No Waiver of Future Approvals. The approval of either the NCC or MC of any proposals or plans and specifications or drawings for any work done or proposed, or in connection with any other matter requiring the approval and consent of such Committee, shall not be deemed to constitute a waiver of any right to withhold approval or consent as to any similar proposals, plans and specifications, drawings, or matters whatsoever subsequently or additionally submitted for approval or consent.
Section 4. Variance. The NCC may authorize variances from compliance with any of its guidelines and procedures based upon circumstances such as topography, natural obstructions, hardship, design, aesthetic, environmental or other reasonable considerations required. No variances shall (a) be effective unless in writing; (b) be contrary to the restrictions set forth in the body of this Declaration; or(c) stop the Committee from denying a variance in other circumstances. For purposes of this Section, the inability to obtain approval of any governmental agency, the issuance of any permit, or the terms of any financing shall not be considered a hardship warranting a variance.
Section 5. Compliance. Any contractor,subcontractor, agent, employee or other invitee of an Owner who fails to comply with the terms and provisions of the guidelines and procedures promulgated by the NCC or MC may be excluded by the Board from the Properties without liability to any person, subject to the notice and hearing procedures contained in Article III, Section 22 of the By-Laws.
Section 6. MARC. Notwithstanding anything contained herein to the contrary, architectural approvals are also required from the MARC, pursuant to and as set forth in the Master Declaration and all required governmental permits must be obtained.
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ARTICLE XII - USE RESTRICTIONS
The Properties shall be used only for residential, recreational, home office and related purposes (which may include, without limitation, offices for any property manager retained by the Association or business offices for the Declarant or the Association)as may more particularly be set forth in this Declaration and amendments hereto and such other uses as are permitted by the Development Agreements and local and State law. The Association, acting through its Board of Directors, shall have standing and the power to enforce such standards.
The Association, acting through its Board of Directors, shall have authority to make and to enforce standards and restrictions governing the use of the Properties, in addition to those contained herein, and to impose reasonable user fees for use of Common Area facilities. Such regulations and use restrictions shall be binding upon all Owners and occupants until and unless overruled, canceled or modified in a regular or special meeting of the Association by the vote of Voting Members representing a majority of the total votes in the Association and by the Class "B" Member, so long as such membership shall exist. Notwithstanding anything to the contrary herein, the Declarant shall be exempt from application of the provisions of this Article XII so long as it owns any property subject to this Declaration.
Section 1. Signs. No sign, billboard or advertisement of any kind, including, without limitation, those of realtors, contractors and subcontractors, shall be erected within the Properties without the written consent of the Board of Directors, except as may be required by legal proceedings. If permission is granted to any Owner to erect a sign within the Properties, the Board reserves the right to restrict the size, color, lettering and location of such sign. The Board of Directors or Declarant shall have the right to erect signs as they, in their discretion, deem appropriate. Under no circumstances shall signs, flags, banners or similar items advertising or providing directional information with respect to activities being conducted outside the Properties be permitted within the Properties. No sign shall be nailed or otherwise attached to trees.
Section 2. Parking. Vehicles may be parked only in the garages or in the driveways, if any, serving the Units or in appropriate spaces or designated areas in which parking may or may not be assigned and then subject to such reasonable rules and regulations as the Board of Directors may adopt. Notwithstanding the above, no more than two (2) vehicles shall be parked in the driveway serving the Unit on a regular basis. For purposes of this Section, a car shall be deemed parked on a "regular basis" if parked in such driveway more than seventy-two (72) hours in any seven day period without prior approval of the Board. Garage doors shall remain closed at all times except during ingress and egress.
Section 3. Prohibited Vehicles. Commercial vehicles, vehicles with commercial writing on their exteriors, vehicles primarily used or designed for commercial purposes, pick-up trucks or vans equal to or in excess of three-quarters(3/4) of a ton, tractors, mobile homes, recreational vehicles, trailers (either with or without wheels), campers, camper trailers,
-22- Instrument# 2007-080360 # 28 Book: 6038 Page: 3524 boats and other watercraft, and boat trailers shall be parked only in enclosed garages or other areas, if any, designated by the Board. Stored vehicles and vehicles which are either obviously inoperable or do not have current operating licenses shall not be permitted on any Unit except within enclosed garages. For purposes of this Section, a vehicle shall be considered "stored" if it is put up on blocks or covered with a tarpaulin and remains on blocks or so covered for fourteen (14) hours without the prior approval of the Board.
Section 4. Delivery and Service Vehicles. Notwithstanding the foregoing, service and delivery vehicles may be parked in the driveway of a Unit during daylight hours for such period of time as is reasonably necessary to provide service or make a delivery to the Unit. Any vehicle which is parked in violation of this Section 2 or parking rules promulgated by the Board may be towed in accordance with Article Ill, Section 22 of the By-Laws.
Section 5. Occupants Bound. All provisions of the Declaration, By-Laws and of any rules and regulations or use restrictions promulgated pursuant thereto which govern the conduct of Owners and which provide for sanctions against Owners shall also apply to all occupants, guests and invitees of any Unit. Every Owner shall cause all occupants of his or her Unit to comply with the Declaration, By-Laws, and the rules and regulations adopted pursuant thereto, and shall be responsible for all violations and losses to the Common Areas caused by such occupants, notwithstanding the fact that such occupants of a Unit are fully liable and may be sanctioned for any violation of the Declaration, By-Laws, and rules and regulations adopted pursuant thereto.
Section 6. Animals and Pets. No animals, livestock, or poultry of any kind shall be raised, bred, or kept on any portion of the Properties, except that dogs, cats, or other usual and common household pets not to exceed two (2) of any one kind and a total of four (4) may be permitted in a Unit. However, the Association may grant a variance to permit more than two (2) of any one kind of permitted household pets per Unit, provided that the Association shall not grant a variance to exceed the total limitation of total of four(4) pets per Unit. Those pets which are permitted to roam free, or, at the sole discretion of the Association, endanger the health, make objectionable noise, or constitute a nuisance or inconvenience to the Owners of other Units or the Owner of any portion of the Properties shall be removed upon request of the Board; if the owner fails to honor such request, the pet may be removed by the Board. No pets shall be kept, bred, or maintained for any commercial purpose. Household pets shall at all times whenever they are outside a Unit be confined on a leash held by a responsible person.
Section 7. Annoyances. No portion of the Properties shall be used, in whole or in part, for the storage of any property or thing that will cause it to appear to be in an unclean or untidy condition, or that will be obnoxious to the eye; nor shall any substance, thing, or material be kept upon any portion of the Properties that will emit foul or obnoxious odors or that will cause any noise or other, condition that will or might disturb the peace, quiet, safety, comfort, or serenity of the occupants of surrounding property. No noxious, illegal or offensive activity shall be carried on upon any portion, of the Properties, nor shall anything be done thereon tending to cause embarrassment, discomfort, annoyance, or
-23- Instrument# 2007-080360 it 29 Book: 6038 Page: 3525 nuisance to any person using any portion of the Properties. There shall not be maintained any plants or animals or device or thing of any sort whose activities or existence in any way is noxious, dangerous, or destroys the enjoyment of the Properties. No outside burning of wood, leaves, trash, garbage or household refuse shall be permitted within the Properties.
Section 8. Unsightly or Unkempt Conditions. It shall be the responsibility of each Owner to prevent the development of any unclean, unhealthy, unsightly, or unkempt condition on his or her Unit.
Section 9. Antennas. No exterior antennas, aerials, satellite dishes, or other apparatus for the transmission of television, radio, or other signals of any kind shall be place, allowed or maintained upon any portion of the Properties, including any Unit, without the prior written consent of the Board or its designee. Sattelite dishes shall not be greater than eighteen (18) inches in diameter and shall be located or screened so as to minimize the view thereoffrom neighboring Units, streets,the Golf Course and property located adjacent to the Unit. The Declarant and/or the Association shall have the right, without obligation, to erect an aerial, satellite dish, or other apparatus for a master antenna or cable system for the benefit of all, or a portion of the Properties, should any such master system or systems be utilized by the Association and require any such exterior apparatus.
Section 10. Basketball Equipment, Garbage Cans, Tanks, Etc. All basketball hoops and backboards, garbage cans, storage tanks, mechanical equipment and other similar items shall be located or screened so as to be concealed from view of neighboring Units, streets, the Golf Course and property located adjacent to the Unit. All rubbish, trash, and garbage shall be stored in appropriate containers with lids and regularly removed from the Properties and shall not be allowed to accumulate thereon.
Section 11. Subdivision of Unit and Time Sharing. No Unit shall be subdivided or its boundary lines changed except with the prior written approval of the Board of Directors of the Association. The Board may permit a division in ownership of any Unit intended for a single family detached residence, as shown on a subdivision plat, but solely for the purpose of increasing the size of the adjacent Units. In the event of a division in ownership of any Unit, the Owners among whom the ownership is divided shall be treated as co-owners of the divided Unit for purposes of voting and shall be jointly and severally liable for all assessments against the Unit hereunder. Any such division, boundary line change, or replatting shall not be in violation of the applicable subdivision and zoning regulations.
No Unit shall be made subject to any type of timeshare program, interval ownership or similar program whereby the right to exclusive use of the Unit rotates among multiple Owners or members of the program on a first or floating time schedule over a period of years, except with the prior written approval of the Master Developer, and provided timeshares are allowed under the applicable Development Agreements. Such approval by the Master Developer will not be unreasonably withheld. In its determination of whether to grant approval, it shall be reasonable for the Master Developer to deny approval if it determines, in its sole discretion, that timeshare units are incompatible with
-24- Instrument# 2007-080360 # 30 Book: 6038 Page: 3526 the surrounding neighborhoods. This Section shall not prohibit ownership of a Unit by up to four (4)joint tenants or tenants-in-common.
Section 12. Firearms, Fireworks. The discharge of firearms or use of fireworks within the properties is prohibited except with the prior approval of the Board of Directors. The term "firearms" includes "B-B" guns, pellet guns, and other firearms of all types, regardless of size. Notwithstanding anything to the contrary contained herein or in the By-Laws, the Association shall not be obligated to take action to enforce this Section.
Section 13. Pools. Spas. No above-ground pools shall be erected, constructed or installed on any Unit. Above-ground spas are permitted, provided they have been approved and are screened from view of neighboring Units, streets, the Golf Course and property located adjacent to the Unit, or are in a screened enclosure.
Section 14. Irrigation. No sprinkler or irrigation systems of any type which draw upon water from creeks, streams, rivers, lakes, ponds, wetlands, canals or other ground or surface waters within the Properties shall be installed, constructed or operated within the Properties by any Person, other than the Association, unless prior written approval has been received from the NCC. All Units must have an irrigation system, which must be connected hooked up to any available re-use system. All irrigation systems shall be subject to approval in accordance with Article XI of this Declaration. Provided, however, this Section shall not apply to the Declarant, and it may not be amended without Declarant's written consent so long as Declarant has the right to add property in accordance with Article VIII, Section 1. Nothing in this section is intended to allow Declarant to have access to irrigation sources or to alter drainage in violation of the Master Declaration.
Section 15. Tents, Trailers and Temporary Structures. Except as may be permitted by the NCC during initial construction within the Properties, no tent, utility shed, shack, trailer or other structure of a temporary nature shall be placed upon any Unit.
Section 16. Drainage. Catch basins and drainage areas are for the purpose of natural flow of water only. No obstructions or debris shall be placed in these areas. No person other than Declarant or the Association may obstruct or rechannel the drainage flows after location and installation of drainage swales, storm sewers, or storm drains. Declarant hereby reserves for itself and the Association a perpetual easement across the Properties for the purpose of altering drainage and water flow. Nothing in this section is intended to allow Declarant to have access to irrigation sources or to alter drainage in violation of the Master Declaration.
Section 17. Tree Removal. Except in emergency situations, no trees shall be removed, without the written consent of the MC.
Section 18. Sight Distance at Intersections. All property located at street intersections shall be landscaped so as to permit safe sight across the street corners. No fence, wall,
-25- Instrument# 2007-080360 # 31 Book: 6038 Page: 3527 hedge, or shrub planting shall be placed or permitted to remain where it would create a traffic or sight problem.
Section 19. Utility Lines. No overhead utility lines, including lines for cable television, shall be permitted within the Properties, except for temporary lines as required during construction and high voltage lines if required by law or for safety purposes.
Section 20. Air Conditioning Units. All air conditioning units shall be screened from view of neighboring Units, streets, the Golf Course and property located adjacent to the Unit. Except as may be permitted by the MC, no window air conditioning units may be installed in any Unit.
Section 21. Lighting. Except for seasonal decorative lights, all exterior lights must be approved in accordance with Article XI of this Declaration.
Section 22. Exterior Sculpture, Flags and Similar Items. Exterior sculpture, fountains, flags, and similar items must be approved in accordance with Article XI of this Declaration. In accordance with Chapter 720.304(2), Florida Statutes (2005), any Owner may display one portable, removable United States flag or official flag of the State of Florida in a respectful manner, and on Armed Forces Day, Memorial Day, Flag Day, Independence Day, and Veterans Day may display in a respectful manner portable, removable official flags, not larger than 41/2 feet by 6 feet, which represent the United States Army, Navy, Air Force, Marine Corps, or Coast Guard, regardless of any rules or requirements of the Association dealing with flags or decorations.
Section 23. Energy Conservation Equipment. No solar energy collector panels or attendant hardware or other energy conservation equipment shall be constructed or installed on any Unit unless it is an integral and harmonious part of the architectural design of a structure, as determined in the sole discretion of the appropriate committee pursuant to Article XI hereof. Under no circumstances shall solar panels be installed so as to be visible from any street in the Properties.
Section 24. Wetlands, Lakes and Water Bodies. All wetlands within the Properties shall be left in their natural state and no alteration thereof or construction thereon shall be permitted. All lakes, ponds, and streams within the Properties, if any, shall be aesthetic amenities only, and no other use be permitted. No boating or fishing shall be allowed except as expressly provided in the Master Declaration and/or as expressly permitted by ICDD, if ICDD has maintenance thereof. The Association shall not be responsible for any loss, damage, or injury to any person or property arising out of the authorized or unauthorized use of lakes, ponds, or streams within the Properties.
Section 25. Playground. Any playground or other play areas or equipment furnished by the Association or erected within the Properties shall be used at the risk of the user, and the Association shall not be held liable to any Person for any claim, damage or injury occurring thereon or related to use thereof.
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Section 26. Fences. No dog runs, animal pens or fences of any kind shall be permitted on any Unit except as approved in accordance with Article XI of this Declaration.
Section 27. Business Use. No trade or business may be conducted in or from any Unit, except that an Owner or occupant residing in a Unit may conduct business activities within the Unit so long as:(a) the existence or operation of the business activity is not apparent or detectable by sight, sound or smell from outside the Unit; (b) the business activity conforms to all zoning requirements for the Properties; (c) the business activity is consistent with the residential character of the Properties and does not constitute a nuisance or a hazardous or offensive use, or threaten the security or safety of other residents of the Properties, as may be determined in the sole discretion of the Board; and (d) is consistent with the "Home Office" provisions of the Development Agreements.
The terms "business" and "trade", as used in this provision, shall be construed to have their ordinary, generally accepted meanings, and shall include, without limitation, any occupation, work or activity undertaken on an ongoing basis which involves the provision of goods or services to persons, other than the provider's family and for which the provider receives a fee, compensation, or other form of consideration, regardless of whether: (i) such activity is engaged in full or part-time; (ii) such activity is intended to or does generate a profit; or (iii) a license is required therefor. Notwithstanding the above, the leasing of a Unit shall not be considered a trade or business within the meaning of this Section. This Section shall not apply to any activity conducted by the Declarant with respect to its development and sale of the Properties or its use of any Units which it owns within the Properties, including the operation of a timeshare or similar program.
Section 28. On Site Fuel Storage. No on-site storage of gasoline or other fuels shall be permitted on any part of the Properties except: up to five (5) gallons of fuel may be stored on each Unit for emergency purposes and operation of lawn mowers and similar tools or equipment; up to twenty(20) pound propane gas tanks may be stored for outdoor cooking equipment; and the Association shall be permitted to store fuel for operation of maintenance vehicles, generators and similar equipment. Notwithstanding this provision, underground fuel tanks for storage of heating fuel for dwellings, pools, gas grills and similar equipment may be permitted if approved in accordance with Article Xl.
Section 29. Storm Precautions. No hurricane or storm shutters shall be permanently installed on any structure or Unit unless incorporated architecturally into the structure, and unless first approved in accordance with Article XI hereof; provided, however,that any such permanently installed hurricane or storm shutters must be stored in the open position when not in use during storm conditions. Hurricane or storm shutters may be installed temporarily, and other storm precautions may be taken to protect structures on a Unit, while the threat of a hurricane or similar storm is imminent; provided, all such shutters and other exterior alterations or additions made as a storm precaution shall be promptly removed once the storm or imminent threat of the storm has passed.
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Section 30. Play Equipment, Strollers, Etc. All bicycles, tricycles, scooters, skateboards, and other play equipment, wading pools, baby strollers and similar items shall be stored so as not to be visible from streets or property adjacent to the Unit. No such items shall be allowed to remain on the Common Area or on Units so as to be visible from adjacent property when not in use. Notwithstanding the above, the Board may, but shall not be obligated to, permit swing sets and similar permanent playground equipment to be erected on Units provided approval is obtained in accordance with Article XI hereof. All permitted swing sets and playground equipment shall be screened from view of neighboring Units, streets, the Golf Course and property located adjacent to the Unit.
Section 31. Window Coverings. All windows on any structure which are visible from the street or dwellings on other Units shall have window coverings which have a bronze, smoke, white or off-white backing or blend with the exterior color of the dwelling, as determined in the sole discretion of the Modifications Committee after application pursuant to Article XI hereof. Reflective window coverings are prohibited except for smoke or bronze colored reflective coverings.
Section 32. Leasing. No Unit may be leased or rented for less than six (6) months without the written approval of the Declarant and the Master Developer. In no event shall any Unit be leased or rented more than two(2) times per year without the written approval of the Declarant and the Master Developer.
ARTICLE XIII - GENERAL PROVISIONS
Section 1. Term. The covenants and restrictions of this Declaration shall run with and bind the Properties, and shall inure to the benefit of and shall be enforceable by the Association or the Owner of any Properties subject to this Declaration, their respective legal representatives, heirs, successors, and assigns, for a term of thirty (30) years from the date this Declaration is recorded, after which time they shall be automatically extended for successive periods of ten (10) years, unless an instrument in writing, signed by a majority of the then Owners, has been recorded within the year preceding the beginning of each successive period of ten (10) years, agreeing to change said covenants and restrictions, in whole or in part, or to terminate the same, in which case this Declaration shall be modified or terminated as specified therein.
Section 2. Amendment and Supplemental Declarations. Until termination of the Class "B" Control Period, Declarant may unilaterally amend or supplement this Declaration with the Master Developer's consent. Thereafter this Declaration may be amended only by the affirmative vote (in person or by alternate) or written consent, or any combination thereof, of Voting Members representing two-thirds (2/3) of the voting interests of the Association and with the Master Developer's consent. However, the percentage of votes necessary to amend a specific clause shall not be less than the prescribed percentage of affirmative votes required for action to be taken under that clause. Any amendment to be effective must be recorded in the Public Records of Volusia County, Florida.
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No amendment which affects the storm water management system within the Properties or maintenance thereof shall be effective without the prior written consent of the SJRWMD.
If an Owner consents to any amendment to this Declaration or the By-Laws, it will be conclusively presumed that such Owner has the authority so to consent and no contrary provision in any Mortgage or contract between the Owner and a third party will affect the validity of such amendment.
No amendment may remove, revoke, or modify any right or privilege of Declarant without the written consent of Declarant or the assignee of such right or privilege.
Section 3. Indemnification. The Association shall indemnify every officer, director, and committee member against any and all expenses, including counsel fees, reasonably incurred by or imposed upon such officer, director, or committee member in connection with any action, suit, or other proceeding (including settlement of any suit or proceeding, if approved by the then Board or Directors) to which he or she may be a party by reason of being or having been an officer, director, or committee member. The officers, directors, and committee members shall not be liable for any mistake of judgment, negligent or otherwise, except for their own individual willful misfeasance, malfeasance, misconduct, or bad faith. The officers and directors shall have no personal liability with respect to any contract or other commitment made by them, in good faith, on behalf of the Association (except to the extent that such officers or directors may also be Members of the Association), and the Association shall indemnify and forever hold each such officer and director free and harmless against any and all liability to others on account of any such contract or commitment. Any right to indemnification provided for herein shall not be exclusive of any other rights to which any officer, director, or committee member, or former officer, director, or committee member may be entitled. The Association shall, as a common expense, maintain adequate general liability and officers' and directors' liability insurance to fund this obligation, if such insurance is reasonably available.
Section 4. Easements for Utilities, Etc. There is hereby reserved unto Declarant, so long as the Declarant owns any property described on Exhibit "A", the Association, and the designees of each (which may include, without limitation, The City of Daytona Beach, Florida, and any utility), blanket easements upon, over, across, and under all of the Properties for: ingress and egress dispensing pesticides; installation, replacing, repairing, relocation and maintaining security and similar systems; roads; walkways; bicycle pathways; lakes; ponds; wetlands; drainage systems; streetlights; signage; and all utilities, including, but not limited to, water, sewers, meter boxes, cable television, video, internet and telecommunications facilities, telephone, gas, and electricity; provided, the exercise of this easement shall not unreasonably interfere with the use of any Unit and, except in an emergency, entry into any Unit shall be made only after reasonable notice to the Owner or occupant thereof.
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Without limiting the generality of the foregoing, there are hereby reserved for the local water supplier easements across all Units for ingress, egress, installation, reading, replacing, repairing, and maintaining water meter boxes. Notwithstanding anything to the contrary contained in this Section, no sewers, electrical lines, water lines, or other utilities may be installed or relocated on the Properties, except as may be approved by the Association's Board of Directors or as provided by Declarant.
Should any entity furnishing a service covered by the general easement herein provided request a specific easement by separate recordable document,the Board of Directors shall have the right to grant such easement over the Properties without conflicting with the terms hereof. The easements provided for in this Article shall in no way adversely affect any other recorded easement on the Properties.
The Board shall have, by a two-thirds (2/3) vote, the power to dedicate portions of the Common Area to The City of Daytona Beach, Florida, or to any other local, state, or federal governmental entity, subject to such approval requirements as may be contained in Article XIV, Section 2 of this Declaration.
Section 5. Cable Television. The Declarant reserves unto itself, its successors, assigns, contractors, designees and nominees: (i) ownership of any communications and data transmissions equipment, closed circuit, master antenna or satellite, community antenna or cable television system, or other type of cable system, or pay-per-view system, or the like(including any and all related conduits, equipment,fixtures, wires, amplifiers, antennas, towers and other apparatus and equipment) which it (or one of its successors, assigns, contractors, designees or nominees) installs in part or whole on the Properties (any such system and its related apparatus and equipment being hereinafter referred to as the "Telecommunications Facilities"); (ii) a perpetual easement over, through and across the General Common Area, the Exclusive Common Area, and any other portions of the Properties outside the perimeter walls of any attached or detached residence now or hereafter included in any Unit, to the extent reasonably necessary for the installation, servicing, maintenance, repair, modification, replacement and removal of the Telecommunications Facilities or any part thereof; provided, however, in no event shall the rights reserved hereunder substantially interfere with the use of any Unit by its Owner;(iii) the right to connect the Telecommunications Facilities to whatever receiving source the owner of the Telecommunications Facilities deems appropriate; (iv) the exclusive right to provide (or cause to be provided) to the Units, to the fullest extent permitted under applicable law, as amended from time to time, all or any mandatory or non-mandatory telecommunications services, including, without limitation, "Basic Local Telecommunications Services" and "Non-Basic Service", as hereinafter defined, through the Telecommunications Facilities(and related ancillary services to the Units, including but not limited to, safety-related services) at charges similar to those normally paid for like services by residents of single-family homes or condominium units within the general vicinity of the Properties, and to retain or assign all such charges; and (v) the right to require that any or all Units constructed within the Property include outlets for telecommunications facilities equal to at least the number of bedrooms plus one. "Basic Local Telecommunications Services" shall mean "voice grade, flat residential and flat rate single-line business local exchange services which provide dial tone, local usage
-30- Instrument# 2007-080360 it 36 Book: 6038 Page: 3532 necessary to place unlimited calls within a local exchange area, dual tone multifrequency dialing and access to the following emergency services such as "911"; all locally available inter-exchange companies; directory assistance; operator services; relay services and an alphabetical directory listing. In addition, it shall provide any extended area service routes and extended calling services so provided."Non -Basic Service" is any telecommunications service provided by a telecommunications company other than Basic Service. This provision shall not be construed as permitting access to the interior of any attached or detached residence, now or hereafter included in any Unit without the Owner's consent.
THE DECLARANT AND THE ASSOCIATION INTEND TO ENTER INTO ONE OR MORE LONG TERM AGREEMENTS WHEREIN CERTAIN OF THE FOREGOING SPECIFICALLY ENUMERATED SERVICES ARE BEING PROVIDED BY AN AFFILIATE OF DECLARANT TO UNIT OWNERS THROUGH THE ASSOCIATION. THE AGREEMENT WILL SET FORTH THE TERMS AND CONDITIONS UNDER WHICH SERVICES ARE TO BE PROVIDED, INCLUDING THE RATES TO BE PAID BY OWNERS, WHICH SUMS MUST BE PAID WHETHER A UNIT OWNER USES THE ASSOCIATION'S CONTRACTED FOR SERVICE OR NOT. IF ANY SUCH AGREEMENT IS ENTERED INTO AND OUTSTANDING, ANY SELLER OF A LOT SUBJECT TO THIS DECLARATION(INCLUDING THE DECLARANT AND ANY SUCCEEDING LOT OWNER) SHALL PROVIDE TO THE PURCHASER AT THE TIME THE PURCHASE CONTRACT IS SIGNED THE DESCRIPTION OF THE APPLICABLE SERVICES AND CHARGES CURRENTLY PUBLISHED BY THE AFFILIATE OF THE DECLARANT PROVIDING THE SERVICES AND REQUIRING CHARGES.
Section 6. Easement for Golf Balls. Every Unit and the Common Areas are burdened with an easement permitting golf balls unintentionally to come upon the Common Area, Units or common property immediately adjacent to the Golf Course and for golfers at reasonable times and in a reasonable manner to come upon the Common Area, or the exterior portions of a Unit to retrieve errant golf balls; provided, however, if any Unit is fenced or walled, the golfer shall seek the Owner's permission before entry. The existence of this easement shall not relieve golfers of liability for damage caused by errant golf balls; however, the Association and the Declarant shall not, under any circumstances, be held liable for damages resulting from errant golf balls.
Section 7. Severability. Invalidation of any one of these covenants or restrictions by judgment or court order shall in no way affect any other provisions, which shall remain in full force and effect.
Section 8. Right of Entry. The Association shall have the right, but not the obligation, to enter into any Unit for emergency and safety reasons, to abate nuisances (including, without limitation, false burglar alarms) and to inspect for the purpose of ensuring compliance with this Declaration, the By-Laws, and the Association rules, which right may be exercised by the Association's Board of Directors, officers, agents, employees, managers, and all policemen, firemen, ambulance personnel, and similar emergency personnel in the performance of their respective duties. Except in an emergency situation, entry shall only be during reasonable hours and after notice to the Owner. This right of
-31- Instrument# 2007-080360 # 37 Book: 6038 Page: 3533 entry shall include, but not be limited to, the right of the Association to enter a Unit to cure any condition which may increase the possibility of a fire or other hazard in the event an Owner fails or refuses to cure the condition within a reasonable time after request by the Board.
Section 9. Perpetuities. None of the covenants, conditions, restrictions, or other provisions of this Declaration shall be unlawful, void, or voidable for violation of the rule against perpetuities. If any Court should find that any provision is unlawful, void, or voidable for violation of the rule against perpetuities then such provisions shall continue only until twenty-one (21) years after the death of the last survivor of the now living descendants of Elizabeth II, Queen of England.
Section 10. Litigation. No judicial or administrative proceeding shall be commenced or prosecuted by the Association unless approved by a vote of seventy-five(75%) percent of the Voting Members. This Section shall not apply, however, to (a) actions brought by the Association to enforce the provisions of this Declaration (including, without limitation, the foreclosure of liens),(b) the imposition and collection of assessments as provided in Article X hereof,(c) proceedings involving challenges to ad valorem taxation, or(d) counterclaims brought by the Association in proceedings instituted against it. This Section shall not be amended unless such amendment is made by the Declarant or is approved by the percentage votes, and pursuant to the same procedures, necessary to institute proceedings as provided above.
Section 11. Cumulative Effect: Conflict. The covenants, restrictions, and provisions of this Declaration shall be cumulative with those of the Master Declaration and the Association may, but shall not be required to, enforce the latter; provided, however, in the event of conflict between or among such covenants and restrictions, and provisions of any Articles of Incorporation, By-Laws, rules and regulations, policies, or practices adopted or carried out pursuant thereto, those of the Association shall prevail. The foregoing priorities shall apply, but not be limited to, the liens for assessments created in favor of the Association.
Section 12. Use of the Phrase "Centennial Park at LPGA International". No Person shall use the phrase "Centennial Park at LPGA International" or any derivative thereof in any printed or promotional material without the prior written consent of the Declarant. However, Owners may use the term "Centennial Park at LPGA International" in printed or promotional matter where such term is used solely to specify that particular property is located within Centennial Park at LPGA International and the Association shall be entitled to use the phrase "Centennial Park at LPGA International".
Section 13. Compliance. Every Owner and occupant of any Unit, their guests and invitees, shall comply with all lawful provisions of this Declaration, the By-Laws, and rules and regulations of the Association. Failure to comply shall be grounds for an action to recover sums due,for damages or injunctive relief, or for any other remedy available at law or in equity, maintainable by the Association or, in a proper case, by any aggrieved Unit Owner or Owners.
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Section 14. Security. The Association may, but shall not be obligated to, maintain or support certain activities within the Properties designed to make the Properties safer than they otherwise might be. Neither the Association, the Declarant, nor any successor declarant shall in any way be considered insurers or guarantors of security within the Properties, and neither the Association, the Declarant, nor any successor declarant shall be held liable for any loss or damage by reason or failure to provide adequate security or ineffectiveness of security measures undertaken. All owners and occupants of any Unit, tenants, guests and invitees of any Owner, as applicable, acknowledge that the Association, the Board, the Declarant, or any successor declarant, the NCC and the MC do not represent or warrant that any fire protection system, burglar alarm system or other security system designated by or installed according to guidelines established by the Declarant, the NCC or the MC may not be compromised or circumvented, that any fire protection or burglar alarm systems or other security systems will prevent loss by fire, smoke, burglary, theft, hold-up, or otherwise, nor that fire protection or burglar alarm systems or other security systems will in all cases provide the detection or protection for which the system is designed or intended. Each Owner, and occupant of any Unit, and each tenant, guest and invitee of an owner, as applicable, acknowledges and understands that the Association, its Board of Directors and committees, the Declarant, or any successor declarant are not insurers and that each Owner and occupant of any Unit and each tenant, guest and invitee of any Owner assumes all risks for loss or damage to persons, to Units and to the contents of Units and further acknowledges that the Association, its Board of Directors and committees, the Declarant, or any successor declarant have made no representations or warranties nor has any owner, occupant, tenant, guest or invitee relied upon any representations or warranties, expressed or implied, including any warranty or merchantability or fitness for any particular purpose, relative to any firm and/or burglar alarm systems or other security systems recommended or installed or any security measures undertaken within the properties.
Section 15. Notice of Transfer of Unit. In the event that any Owner desires to sell or otherwise transfer title of his or her Unit, such Owner shall give the Board of Directors at least seven (7) days prior written notice of the name and address of the purchaser or transferee, the date on which such transfer of title is to take place, and such other information as the Board of Directors may reasonably require. Until such written notice is received by the Board of Directors and the working capital contribution required by Article X, Section 9 hereof is paid in full, the transferor shall remain jointly and severally liable with the transferee for all obligations of the Owner of the Unit, including payment of all assessments, notwithstanding the transfer of title to the Unit.
Section 16. Dissolution of Association. The Association shall not be dissolved nor shall it dispose of any real property contained within the Common Area, by sale or otherwise (except to an entity organized for the purpose of owning and maintaining such Common Areas), without the prior approval of the City Commission of The City of Daytona Beach, Florida, and the Master Association. The City Commission, as a condition precedent to approving such dissolution, may require dedication of Common Areas or utilities to the public as deemed necessary. In the event of dissolution of the Association, control and
-33- Instrument# 2007-080360 # 39 Book: 6038 Page: 3535 responsibility for maintenance, together with all easements related thereto, shall be transferred to a governmental agency or another association not-for-profit or a similar organization.
ARTICLE XIV - MORTGAGEE PROVISIONS
The following provisions are for the benefit of holders of first Mortgages on Units in the Properties. The provisions of this Article apply to both this Declaration and to the By-Laws, notwithstanding any other provisions contained therein.
Section 1. Notices of Action. An institutional holder, insurer, or guarantor of a first Mortgage who provides written request to the Association (such request to state the name and address of such holder, insurer, or guarantor and the Unit number,therefore becoming an eligible holder), will be entitled to timely written notice of: (a) any condemnation loss and any casualty loss which affects a material portion of the Properties or which affects any Unit on which there is a first Mortgage held, insured, or guaranteed by such eligible holder; (b) any delinquency in the payment of assessments or charges owed by an Owner of a Unit subject to the Mortgage of such eligible holder, where such delinquency has continued for a period of sixty (60) days; provided, however, notwithstanding this provision, any holder of a first Mortgage, upon request, is entitled to written notice from the Association of any default in the performance by an Owner of a Unit of any obligation under the Declaration or By-Laws of the Association which is not cured within sixty(60) days; (c) any lapse, cancellation, or material modification of any insurance policy maintained by the Association; or (d) any proposed action which would require the consent of a specified percentage of eligible holders.
Section 2. Special FHLMC Provision. So long as required by the Federal Home Loan Mortgage Corporation, the following provisions apply in addition to and not in lieu of the foregoing. Unless at least sixty-seven (67%) percent of the first Mortgagees or Voting Members representing at least sixty-seven (67%) percent of the total Association vote entitled to be cast thereon consent, the Association shall not:(a) by act or omission seek to abandon, partition, subdivide, encumber, sell, or transfer all or any portion of the real property comprising the Common Area which the Association owns, directly or indirectly (the granting of easements for public utilities or other similar purposes consistent with the intended use of the Common Area shall not be deemed a transfer within the meaning of this subsection);(b) change the method of determining the obligations, assessments,dues, or other charges which may be levied against an Owner of a Unit. (A decision, including contracts, by the Board shall not be subject to this provision where such decision is otherwise authorized by this Declaration.); (c) by act or omission change, waive, or abandon any scheme of regulations or enforcement hereof pertaining to the architectural design or the exterior appearance and maintenance of Units and of the Common Area. (The issuance and amendment of architectural standards, procedures, rules and regulations, or use restrictions shall not constitute a change, waiver, or abandonment within the meaning of this provisions.); (d) fail to maintain insurance, as required by this
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Declaration; or(e) use hazard insurance proceeds for any Common Area losses for other than the repair, replacement, or reconstruction of such property.
First Mortgagees may,jointly or singly, pay taxes or other charges which are in default and which may or have become a charge against the Common Area and may pay overdue premiums on casualty insurance policies or secure new casualty insurance coverage upon the lapse of an Association policy, and first Mortgagees making such payments shall be entitled to immediate reimbursement from the Association.
Section 3. No Priority. No provision of this Declaration or the By-Laws gives or shall be construed as giving any Owner or other party priority over any rights of the first Mortgagee of any Unit in the case of distribution to such Owner of insurance proceeds or condemnation awards for losses to or a taking of the Common Area.
Section 4. Notice to Association. Upon request, each Owner shall be obligated to furnish to the Association the name and address of the holder of any Mortgage encumbering such Owner's Unit.
Section 5. Amendment by Board. Should the Federal National Mortgage Association or the Federal Home Loan Mortgage Corporation subsequently delete any of their respective requirements which necessitate the provisions of this Article or make any such requirements less stringent, the Board, without approval of the Owners, may cause an amendment to this Article to be recorded to reflect such changes.
Section 6. Applicability of Article XIV. Nothing contained in this Article shall be construed to reduce the percentage vote that must otherwise be obtained under the Declaration, By-Laws, or Florida law for any of the acts set out in this Article.
Section 7. Failure of Mortgagee to Respond. Any Mortgagee who receives a written request from the Board to respond to or consent to any action shall be deemed to have approved such action if the Association does not receive a written response from the Mortgagee within thirty (30) days of the date of the Association's request.
ARTICLE XV - DECLARANT'S RIGHTS
Any or all of the special rights and obligations of the Declarant may be transferred to other Persons, provided that the transfer shall not reduce an obligation nor enlarge a right beyond that contained herein, and provided further, no such transfer shall be effective unless it is in a written instrument signed by the Declarant and duly recorded in the public records of Volusia County, Florida. Nothing in this Declaration shall be construed to require Declarant or any successor to develop any of the property set forth in Exhibit "A" in any manner whatsoever.
-35- Instrument# 2007-080360 # 41 Book: 6038 Page: 3537
The Declarant expressly reserves the right to grant easements and rights-of-way over, under and through the Common Areas so long as the Declarant owns any property described on Exhibit "A" hereof primarily for development and/or resale; provided, no such easement shall structurally weaken or otherwise interfere with the use ofthe Common Area by the Members.
Notwithstanding any provisions contained in the Declaration to the contrary, so long as construction and initial sale of Units shall continue, it shall be expressly permissible for Declarant to maintain and carry on upon portions of the Common Area and Units owned by Declarant such facilities and activities as, in the sole opinion of Declarant, may be reasonably required, convenient, or incidental to the construction or sale of Units, including, but not limited to, business offices, signs, model units, and sales offices, and the Declarant shall have an easement for access to such facilities. The right to maintain and carry on such facilities and activities shall include specifically the right to use Units owned by the Declarant and any clubhouse or community center which may be owned by the Association, as models and sales offices, respectively.
So long as Declarant continues to have rights under this paragraph, no Person shall record any declaration of covenants, conditions and restrictions, or declaration of condominium or similar instrument affecting any portion of the Properties without Declarant's review and written consent thereto, and any attempted recordation without compliance herewith shall result in such declaration of covenants, conditions and restrictions, or declaration of condominium or similar instrument being void and of no force and effect unless subsequently approved by recorded consent signed by the Declarant.
This Article may not be amended without the express written consent of the Declarant, Master Declarant and the Master Developer; provided, however, the rights of Declarant contained in this Article shall terminate upon the earlier of(a) thirty (30) years from the date this Declaration is recorded, or (b) upon recording by Declarant of a written statement that all sales activity has ceased.
ARTICLE XVI- GOLF COURSE
Section 1. No Rights Conferred. Neither membership in the Association nor ownership or occupancy of a Unit shall confer any ownership interest in or right to use the Golf Course. Rights to use the Golf Course will be granted only to such persons, and on such terms and conditions, as may be determined from time to time by the Golf Course owner or lessee. The Golf Course owner or lessee shall have the right, from time to time in its sole and absolute discretion and without notice, to amend or waive the terms and conditions of use of the Golf Course, including, without limitation, eligibility for and duration of use, rights, categories of use and extent of use privileges, and number of users, and shall also have the right to reserve use rights and to terminate use rights altogether. All Persons, including all Owners, are hereby advised that no representations or warranties have been or are made by the Declarant or any other Person with regard to the ownership or operation of the Golf Course.
-36- Instrument# 2007-080360 It 42 Book: 6038 Page: 3538
Section 2. Golf Course Easement. Every Unit and all Common Areas which are adjacent to the Golf Course are burdened with an easement in favor of the Golf Course, its members and guests to permit the recovery of errant golf balls over and upon the Units, the Common Areas.
IN WITNESS WHEREOF, the undersigned Declarant has executed this Declaration this 2"d day of August, 2006.
Signed, sealed and delivered in our presence: DECLARANT (1) 4-c-tuta__ mJ RENAR DEVELOPMENT COMPANY, a Florida corporation Print Name: Ao cid(L." j-
(2) Aika 101.V% By: Arden Doss, Jr., President Print Name: crea Vo.." VO
STATE OF FLORIDA COUNTY OF MARTIN
The foregoing was acknowledged before me this 2nd day of August, 2006, by ARDEN DOSS, JR., as President of RENAR DEVELOPMENT COMPANY, a Florida Corporation, who V° is personally known to me, or who has produced as identification.
{Notary Seal} Nota ublic (print nam My commission expires: Commission No.: Nintar, bl "ittr:, of Florida
ssion )0416136 Expire, • /19/2009
-37- Instrument# 2007-080360 It 43 Book: 6038 Page: 3539
JOINDER AND CONSENT OF ASSOCIATION
Centennial Park at LPGA International Homeowners' Association, Inc., a Florida not-for-profit corporation, hereby joins in execution of this Declaration and agrees to accept all of the benefits and all of the duties, responsibilities, obligations and burdens imposed upon it by provisions of the Declaration.
IN WITNESS WHEREOF,the above-described corporation, a Florida not-for-profit corporation, has caused these presents to be signed in its name by its President and its corporate seal affixed, this AL day of , 2006.
Signed, sealed and delivered in CENTENNIAL PARK AT LPGA INTERNATIONAL the presence of: HOMEOWNERS ASSOCIATION, INC., a Florida not-for-profit corporation
By: /4/1_ Arden Doss, Jr., President Print Nam uck Print Name:1 --10sOk N,M,VehA VOA 64-o
STATE OF FLORIDA COUNTY OF MARTIN
The foregoing instrument was acknowledged before me this ii day of ,2006, by ARDEN DOSS,JR., President of CENTENNIAL PARK AT LPGA INT RNATIONAL HOMEOWNER'S ASSOCIATION, Inc., a Florida not-for-profit corporation, who 1,/ is personally known to me, or who has produced as identificatio
{Notary Seal} Notary Pu (print name) My commission expires: KIntgn; 0!!17,11C, State of Florida Commission No.: 4.o■ve 0D416136 9/2009
-38- Instruntent# 2007-080360 # 44 Book: 6038 Page: 3540
JOINDER AND CONSENT OF MASTER DECLARANT
In accordance with Article 11 of the Master Declaration of Covenants, Conditions, and Restrictions for LPGA International, MSKP VOLUSIA PARTNERS,LLC, a Delaware limited liability company (the "Master Declarant") hereby joins in, agrees to, and consents to each and all of the provisions of the foregoing Declaration.
IN WITNESS WHEREOF,the above described limited liability company has caused these presents to be signed in its name by its Managing Member this D5day of-August, 2006.
Signed, se ed a MSKP VOLUSIA PARTNERS, LLC, delivere the esence of: a Delaware limited liability company By: KITSON & PARTNERS I, LLC, (1) a Florida limited liability company, f/ka KITSON & PA"TNERS, LLC, Print Name: a Florida limitI. liability company (2) ,f I By: 11.1111 Print Name: Sy 'lir' KitsOn, Managing Member
STATE OF FLORIDA COUNTY OF VOLUSIA
I hereby certify that on this day, before me, an officer duly authorized in the State and County aforesaid to take acknowledgments, personally appeared SYDNEY W. KITSON of KITSON & PARTNERS I, LLC, a Florida limited liability company, f/k/a KITSON & PARTNERS I, LLC, a Florida limited liability company, as Managing Member of MSKP VOLUSIA PARTNERS,LLC, a Delaware limited liability company, to me known to be the person described in and who executed the foregoing instrument and he acknowledged before me tat he executed the same on behalf of MSKP VOLUSIA PARTNERS, LLC., who N/ is personally known to me, or who has produced as identification.
WITNESS my hand and official seal in the County and State last aforesaid this day of August, 2006. ST\Der
{Notary Seal} Notary Public akyNckrz: 52)ej (print name) My commission expires: Commission No.: kA- DD,D_O%
-39- Notary Public State of Florida Gt Sandra E Bell 41 My Commission DD587752 f`.° Expires 08/22/2010 Instrument# 2007-080360 # 45 Book: 6038 Page: 3541
JOINDER AND CONSENT OF MASTER ASSOCIATION In accordance with Article 11 of the Master Declaration of Covenants, Conditions, and Restrictions for LPGA International the International Residential Owners Association, Inc.(the "Master Association"), hereby joins in, agrees to, and consents to each and all of the provisions of the foregoing Declaration.
IN WITNESS WHEREOF,the above described limited liabily company as caused these presents to be signed in its name by its President this /3 day of 2006.
Signed, sealed and INTERNATIONAL RESIDENTIAL OWNERS ASSOCIATION, INC., delivered in the presence of: a Florida non profit corporation (1)
Print Name: ne.,,to De Laro By: Kurt von der Osten, President
Print Name:
STATE OF FLORIDA COUNTY OF VOLUSIA
I hereby certify that on this day, before me, an officer duly authorized in the State and County aforesaid to take acknowledgments, personally appeared KURT VON DER OSTEN, as President of INTERNATIONAL RESIDENTIAL OWNERS ASSOCIATION, INC., a Florida non profit corporation, to me known to be the person described in and who executed the foregoing instrument and he acknowledged before me that he executed same on the behalf of the INTERNATIONAL RESIDENTIAL OWNERS ASSOCIATION, who INC., 14,9‹ is personally known to me, or who has produced as identification.
WITNESS my hand and official seal in the County and State last aforesaid this /3 day of-August, 2006.
{Notary Seal} Notary Public (print name) 6,t,t, A Al HOLLIS R.GUM My commission expires: (J.( MY COMMISSION # CD 245790 EXPIRES: September 5,2007 Commission No.: )-0c7 been Mrs Budget NotarY Services GACentenniaRf VIRCA RE4581061Declaration of Covenants.08•01•06•wpd
-40- Inst rument# 2007-080360 # 46 Book: 6038 Page: 3542
EXHIBIT A
LEGAL DESCRIPTION
A portion ofSection 16,Township 15 South,Range 32 East,Volusia County,Florida, being more particularly described as follows:
BEGINNING at a 4" x 4" concrete monument marked"PRMRLS2620" marking the Southeast corner ofLot 20,LIONSPAW GRAND TRACT D,as per recorded in Map Book 45,Pages 35-36,of the Public Records ofVolusia County,Florida, said point also lying in the boundary ofthe L.P.G.A.INTERNATIONAL GOLF COURSE,as described in Official Records Book 3799,Page 1647,of the Public Records ofVolu sia County, 0 1 Florida;thence run South 21 0000"East, along said boundary line,a distance of86.66 feet;thence run South 34°30'00" East, along said boundary line, a distance of 299.00 feet; thence run South 41°00'00" East, continuing along said boundary line, a distance of 351.52 feet to a point therein; thence, departing said .boundary line,run South 10°36'46" East a distance of37.01 feet; thence tun South 34°00'33" East a distance of39.47 feet; thence run South 56°11'59" East a distance of89.73 feet to an intersection with the boundary line of the aforementioned L.P.G.A. INTERNATIONAL GOLF COURSE; thence, continue along said boundary line, run South 41°00'00" East a distance of 18.12 feet; thence, departing said boundary line, run South 34°06'09" West a distance of 212.67 feet to a point lying on a curve, concave Easterly; thence run Southerly and Easterly, along said curved line, having a radius of600.00 feet, an arc distance of 12.12 feet, or through a central angle of h aving a chord distance of 12.12 feet,and a chord bearing ofSouth 53°2T56" East,to the Point ofCompound Curvatui e ofa carve to the left thence run Southerly and Easterly, along said curved line, having a radius of275.00 feet, an arc distance of24.98 feet, or through a central angle of 05°12'18", having a chord distance of 24.97 feet, and a chord bearing of South 56°38'47" East, to an intersection with the Northerly boundary line of Centennial at LPGA International, as per map recorded in Map Book 48,Pages 105-106,of the Public Records ofVolusia County,Florida; thence run South 30°45'05" West, along said Northerly line, a distance of 57.42 feet to an intersection with the boundary line of the aforementioned L.P.G.A.INTERNATIONAL GOLF COURSE;thence run North 52°00'00" West, along said boundary line,a distance of57.99 feet; thence,departing said boundary line, run South 69°39'05" West a distance of 317.29 feet to an intersection with the boundary line of the aforementioned L.P.G.A. INTERNATIONAL GOLF COURSE;thence continue along said boundary line the following courses and distances:
thence run South 75°30'00" West a distance of 95.45 feet; thence run North 77°30'00" West a distance of 210.00 feet; thence run North 59°30'00" West a distance of 180.00 feet; thence run North 53°00'00" West a distance of 125.00 feet; thence run North 29°00'00" West a distance of 300.00 feet; thence run North 13°30'00" West a distance of 150.00 feet; thence run North 34°30'00" East a distance of448.00 feet; thence run North 13°30'00" West a distance of 2.56 feet to an intersection with the Southerly line of the aforementioned LIONSPAW GRAND TRACT D;thence run North 75°37'12" East, along said boundary ofLIONSPAW GRAND TRACT D,a distance of164.45 feet to a point lying on a curve,concave Easterly; thence run Southerly and Easterly,along said curved boundary ofLIONSPAW GRAND TRACT D,having a radius of 1200.00 feet, an arc dihtance of26.23 feet, or through a central angle of01°15'09", having a chord distance of 26.23 feet, and a chord bearing of South 17°52'01" East, to a corner of said LIONSPAW GRAND TRACT D; thence run North 71°30'25" East, along said boundary of LIONSPAW GRAND TRACT D,a distance of60.00 feet; thence run North 75°42'56" East,along said boundary ofLIONSPAW GRAND TRACT D,a distance of175.66 feet to the POINT OF BEGINNING ofthis description,said parcel containing 18.5847 acres, said parcel also being subject to any easements or rights-of-way of record. Instrument# 2007-080360 # 47 Book: 6038 B EXHIBIT Page: 3543
ARTICLES OF INCORPORATION OF CENTENNIAL PARK AT LPGA INTERNATIONAL HOMEOWNERS' ASSOCIATION, INC. (a Corporation Not for Profit) Florida, the In compliance with the requirements of the Laws of the State of of forming a undersigned hereby associate themselves together for the purpose corporation not for profit and do hereby certify:
ARTICLE I
CORPORATE NAME
The name of the corporation is CENTENNIAL PARK AT LPGA INTERNATIONAL
HOMEOWNERS' ASSOCIATION, INC., hereinafter called the "Association".
ARTICLE II
PRINCIPAL ADDRESS AND REGISTERED AGENT
A. The initial principal address of the Corporation is: 3350 NW Royal Oak Drive,
Jensen Beach, Florida 34957.
B. The initial street address of the registered office of the Association is: 1100 at that South Federal Highway, Stuart, Florida 34994. The name of the registered agent
address is M. Lanning Fox.
ARTICLE III
PURPOSE AND POWERS OF THE ASSOCIATION
This Association does not contemplate pecuniary gain or profit to the members (including thereof, and the specific purposes for which it is formed are to provide services lawn and video, data and voice communications and transmission, security services, Directors exterior home maintenance, valet and other services as the Association Board of
1 Instrument# 2007-080360 # 48 Book; 6038 Page: 3544 shall from time to time approve) and in general to provide for improvement, maintenance, preservation, operation and control of the residential lots, homes and common property within that certain real property described in the Declaration of Covenants, Conditions and
Restrictions for Centennial Park at LPGA International Subdivision (the "Property") as recorded in the Public Records of Volusia County, Florida (hereinafter referred to as the
"Declaration"), and such additions thereto as may be brought within the jurisdiction of the
Association, and to promote the interests of the owners of the above described properties
and any additions thereto as may hereafter be brought within the jurisdiction of this
Association. For this purpose the Association is authorized to:
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 recorded in the public
records of Volusia County, Florida, and as the same may be amended from time to time
as therein provided, said Declaration being incorporated herein as if set forth at length;
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 connection
therewith and all office and other expenses incident to the conduct of the business of the
Association, including all licenses, taxes or governmental charges levied or imposed
against the property of the Association;
C. Acquire (by gift, purchase or otherwise), own, hold, improve, build upon,
operate, maintain, convey, sell, lease, transfer, dedicate for public use or otherwise
dispose of real or personal property in connection with the affairs of the Association;
D. Borrow money, mortgage, pledge, deed in trust, or hypothecate any or all of
its real or personal property as security for money borrowed or debts incurred;
2 Instrument# 2007-080360 # 49 Book: 6038 Page: 3545
E. Dedicate, sell or transfer all or any part of the common areas to any public agency, authority, or utility for such purposes and subject to such conditions as may be agreed to by the Association;
F. Grant to other owners of any portion of the Property non-exclusive easements of ingress and egress over the common areas for road purposes;
G. Enter into agreements with other non-profit corporations organized for the same purposes or annex additional property to provide for shared improvements,
maintenance or repair of common areas and facilities;
H. Enter into agreements with any person or entity to obtain services or otherwise accomplish the objectives of the Association, upon such terms and for such duration as the Association Board of Directors deems fair and reasonable;
I. Have and to exercise any and all powers, rights and privileges which a non-
profit corporation organized under the laws of the State of Florida may now or hereafter
have or exercise.
ARTICLE IV
MEMBERSHIP
Every Owner, as defined by the Declaration, shall be a member of the Association.
ARTICLE V
VOTING RIGHTS
Members ofthe Association shall have voting rights, as described in the Declaration, subject to the rights of Renar Development Company,a Florida corporation, the Developer, as further described in the Declaration.
3 Instrument# 2007-080360 # 50 Book: 6038 Page: 3546
ARTICLE VI
BOARD OF DIRECTORS
Subject to the rights of the Developer, as defined in the Declaration, the affairs of
this Association shall be managed by a Board of Directors ("Board"). The Board of
Directors need not be members of the Association. The Board shall consist of not less
than three (3) and not more than five (5) persons. The first Board shall consist of three
(3) persons.
The first election of directors shall be held as provided in the By-Laws of the
Association. The Directors named in these Articles shall serve until the first election of
Directors.
The names and addresses of the members of the first Board of Directors who shall
hold office until a successor is elected and have qualified, or until removed, are as follows:
Arden Doss Renee Doss Jeffrey S. Mottram 3350 N.W. Royal Oak Drive 3350 N.W. Royal Oak Dr. 120 International Pkwy. Jensen Beach, FL 34957 Jensen Beach, FL 34957 Suite 120 Heathrow, FL 32746
ARTICLE VII
DISSOLUTION
In the event of the 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 similar to those for which this Association was created, or
such assets shall be granted, conveyed and assigned to a non-profit corporation,
association, trust or other organization to be devoted to such similar purposes.
4 Instrument# 2007-080360 it 51 Book: 6038 Page: 3547
ARTICLE VIII
DURATION
The corporation shall exist perpetually.
ARTICLE IX
AMENDMENTS
Amendment of these Articles shall require the affirmative vote of at least two-thirds
(2/3) of the entire membership of the Board of Directors and at least a majority of the
Members, or by affirmative vote of at least sixty-five percent (65%) of the Members.
Notwithstanding the foregoing, until termination ofthe Developer Control Period,as defined
by the Declaration, these Articles may be amended by affirmative vote of two-thirds (2/3) of the members of the Board of Directors.
ARTICLE X
SUBSCRIBER
The name and street address of the Subscriber to these Articles of Incorporation is:
Renar Development Company, a Florida corporation, 3350 NW Royal Oak Drive, Jensen
Beach, Florida 34994.
ARTICLE XI
OFFICERS
The affairs of the Association shall be managed by the President of the Association,
assisted by a Secretary and Treasurer.
The Board of Directors shall elect the President, Secretary and Treasurer as the
Board of Directors shall from time to time determine.
The names and addresses of the Officers who shall serve until their successors are
5 Instrument# 2007-080360 # 52 Book: 6038 Page: 3548 designated by the Board of Directors are as follows:
President Secretary Treasurer
Arden Doss Renee Doss Renee Doss 3350 N.W. Royal Oak Drive 3350 N.W. Royal Oak Dr. 3350 N.W. Royal Oak Dr. Jensen Beach, FL 34957 Jensen Beach, FL 34957 Jensen Beach, FL 34957
ARTICLE XII
BYLAWS
The Bylaws of the Association 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 through their designated alternates.
ARTICLE XIII
INDEMNIFICATION OF OFFICERS AND DIRECTORS
The Association shall indemnify any Director or Officer of the Association who is
made a party or is threatened to be made a party to any threatened, pending or
contemplated action, suit or proceedings, whether civil, criminal, administrative or
investigative, by reason of the fact that he is or was a Director or Officer of the Association
or is or was serving at the request of the Association as a director, officer, employee or
agent of another corporation, association, partnership, joint venture, trust or other
enterprise:
A. Against expenses(including attorney's fees),judgments, fines and amounts
paid in settlement actually and reasonably incurred by him in connection with an action,
suit or proceeding (other than one by or in the right of the Association) if he acted in good
faith, and, with respect to any criminal action or proceeding, if he had no reasonable cause
to believe his conduct was unlawful; and,
6 Instrument# 2007-080360 if 53 Book: 6038 Page: 3549
B. Against expenses(including attorney's fees)actually and reasonably incurred
by him in connection with the defense or settlement of an action or suit by or in the right of the Association, if he acted in good faith.
The termination of any action, suit or proceeding by judgment, order, settlement, conviction, or upon a plea of nolo contendere or its equivalent, shall not, of itself, create a presumption that the person did not act in good faith, and, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful.
No indemnification shall be made in respect of any claim, issue or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his duty to the Association unless and only to the extent that the court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability, but in view of all the circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which such court shall deem
proper.
Any indemnification under this Article XIII (unless ordered by a court) shall be made
by the Association only as authorized in the specific case upon a determination that indemnification of the Director or officer is proper in the circumstances because he has met the applicable standard of conduct set forth in this Article XIII. Such determination shall
be made (1) by the Board of Directors by a majority vote of a quorum consisting of
Directors who were not parties to such action, suit or proceedings, or (2) if such a quorum
is not obtainable, or even if obtainable and a quorum of disinterested Directors so directs,
by a majority of the Voting Members of the Association.
Expenses incurred in defending a civil or criminal action, suit or proceedings shall
7 Instrument# 2007-080360 # 54 Book: 6038 Page: 3550 be paid by the Association from time to time as incurred rather than only after the final disposition of such action, suit or proceeding. Payment of such expenses shall be authorized by the Board of Directors in each specific case only after receipt by the
Association of an undertaking by or on behalf of the Director or officer to repay such amounts if it shall later develop that he is not entitled to be indemnified by the Association.
The indemnification provided by this resolution shall not be deemed exclusive of any other rights to which the Association's Directors, Officers, employees or agents may be entitled under the Association's Bylaws, agreement, vote of members or disinterested
Directors, or otherwise, both as to actions in their holding such offices or positions, and shall continue as to a person who has ceased to be a Director, officer or employee, and shall inure to the benefit of the heirs, executors and administrators of such a person.
Notwithstanding the foregoing provisions, indemnification provided under this Article
XIII shall not include indemnification for any action of a Director, Officer or employee of the
Association for which indemnification is deemed to be against public policy. In the event that indemnification provided under this resolution is deemed to be against public policy, such an event shall not invalidate or affect any other right of indemnification herein
provided.
The Association shall have the power, but shall not be obligated to purchase and
maintain indemnification insurance to provide coverage for any liability asserted against
any Director, Officer or employee of the Association in any of his capacities as described
in this Article, whether or not the Association would have the power to indemnify him or her
under this Article.
Any person requesting indemnification shall first look at any insurance maintained
8 Instrument# 2007-080360 # 55 Book: 6038 Page: 3551 by the Association for indemnification against expenses (including attorney's fees), judgments, fines and amounts paid in settlement(as described above). The Association shall be obligated to indemnify such person (if entitled to indemnification by the
Association) only to the extent such insurance does not indemnify such person. In the event that any expenses,judgments, fines or amounts paid in settlement are paid pursuant to insurance maintained by such Association, the Association shall have no obligation to reimburse the insurance company.
ARTICLE XIV
TRANSACTIONS IN WHICH DIRECTORS OR OFFICERS ARE INTERESTED
No contract or transaction between the Association and one or more of its Directors or Officers, or between the Association and any other corporation, partnership, association,
or other organization in which one or more of its Officers or Directors are Officers or
Directors of this Association shall be invalid, void or voidable solely for this reason, or
solely because the Officer or Director is present at or participates in meetings of the board
or committee thereof which authorized the contract or transaction, or solely because said
Officers or Directors votes are counted for such purpose. No Director or Officer of the
Association shall incur liability by reason of the facts that said Director or Officer may be
interested in any such contract or transaction.
Interested directors may be counted in determining the presence of a quorum at a
meeting of the Board of Directors or of a committee which authorized the contract or
transaction.
9 Instrument 260:080360 It 56 Book: 6038 Page: 3552
IN WITNESS WHEREOF, I, the undersigned, being the President of this Association, have executed these Articles of Incorporation, this /4r day of it L. , 2006.
Arden Doss, STATE OF FLORIDA COUNTY OF MARTIN
The foregoing was acknowledged before me this a day of 2006, by Arden Doss, Jr., who is personally known to me or has produced as identification.
Pc, 0 NOtap public )tale of Florida o±jtarpa S 47 my commission 00416136 Expires 05/19/2009
ACCEPTANCE AS REGISTERED AGENT
I hereby accept appointment as Registered Agent of CENTENNIAL PARK AT LPGA INTERNATIONAL HOMEOWNERS' ASSOCIATION, INC., a Corporation Not For Profit, as provided in ARTICLE II, hereof.
II A M. La nwg Registered Agent
G:\Centennial at LPGA RE45S106\Articles of Incorporation 8-2-2006.wpd
10 Instrument# 2007-080360 # 57 EXHIBIT C Book: 6038 Page: 3553
BYLAWS OF CENTENNIAL PARK AT LPGA INTERNATIONAL HOMEOWNER'S ASSOCIATION, INC.,
a Florida corporation not-for-profit organized under Chapter 617, Florida Statutes, to operate as a homeowners' association under Chapter 720, Florida Statutes, for a residential community located in Volusia County, Florida known as "Centennial Park at LPGA International"(hereinafter sometimes referred to as the "Property" or the "Community").
ARTICLE I
Name, Principal Office, and Definitions
Section 1. Name. The name of the Association shall be Centennial Park at LPGA International Homeowner's Association, Inc. (hereinafter sometimes referred to as the "Association").
Section 2. Principal Office. The principal office of the Association in the State of Florida shall be located in Martin County at 3350 NW Royal Oak Drive, Jensen Beach, Florida 34957. The Association may have such other offices, either within or outside the State of Florida, as the Board of Directors may determine or as the affairs of the Association may require.
Section 3. Definitions. The words used in these Bylaws shall have the same meaning as set forth in that Declaration of Covenants and Restrictions for Centennial Park at LPGA International, recorded in the public records of Volusia County, Florida, as amended from time to time, unless the context shall prohibit.
ARTICLE II
Association Membership, Meetings, Quorum, Voting, Proxies
Section 1. Membership. Each owner shall be a member of the Association ("Member"). Membership shall be effective upon recording in the public records of Volusia County, Florida, a deed or other instrument establishing a fee interest in an Owner to a lot, a copy of which shall be delivered by the Owner to the Association. The failure of the Owner to deliver a copy of such deed or other instrument to the Association shall not prevent the Owner from becoming a member of the Association, with all of the obligations of membership set forth in the Association Documents, but no Owner shall be entitled to exercise or enjoy the rights and privileges of membership until delivery of the copy of the deed or other instrument to the Association. A Member shall not have authority to act for the Association by virtue of being a Member. Instrument# 2007-080360 # 58 Book: 6038 Page: 3554
Section 2. Place of Meetings. Meetings of the Association shall be held at the principal office of the Association or at such other suitable place convenient to the Members as may be designated by the Board of Directors either within the Property or as convenient thereto as possible and practical.
Section 3. Annual Meetings. The first meeting of the Association, whether a regular or special meeting, shall be held within one (1) year from the date of incorporation of the Association. Meetings shall be of the Members or their alternates. Subsequent annual meetings for the transaction of any and all proper business shall be held during the first quarter of each calendar year on a date and at a time set by the Board of Directors.
Section 4. Special Meetings. The President at his or her discretion may call special meetings of the Association, and it shall be the duty of the President to call a special meeting of the Association if so directed by resolution of a majority of the Board of Directors or upon a petition signed by Members representing at least ten percent(10%) of the total votes of the Association.
Section 5. Notice of Meeting. Written or printed notice stating the place, day, and hour of any meeting of the Members shall be delivered, either personally or by mail, to each Member entitled to vote at such meeting, not less than ten (10) nor more than fifty (50) days before the date of such meeting, by or at the direction of the President.
Notice of an annual meeting need not include a description of the purpose or purposes for which the meeting is called unless required by law or the Association Documents. In the case of a special meeting or when required by law or the Association Documents, the purpose or purposes for which the meeting is called shall be stated in the notice. No business shall be transacted at a special meeting except as stated in the notice.
If mailed, the notice of a meeting shall be deemed to be delivered when deposited in the United States mail with postage prepaid addressed to the Member at his address as it appears on the records of the Association. Proof of such mailing shall be given by affidavit of the person mailing the notice, and the affidavit shall be included in the official records of the Association.
Section 6. Waiver of Notice. Waiver of notice of a meeting of the Members shall be deemed the equivalent of proper notice. Any Member may, in writing, waive notice of any meeting of the Members, either before or after such meeting. Attendance at a meeting by a Member or alternate shall be deemed waiver by such Member of notice of the time, date, and place thereof, unless such Member specifically objects to lack of proper notice at the time the meeting is called to order. Attendance at a special meeting shall be deemed waiver of notice of all business transacted thereat unless objection to the business of which proper notice was not given is raised before the business is put to a vote.
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Section 7. Quorum. Except as otherwise provided in these Bylaws or in the Declaration, the presence in person or by proxy of Members representing thirty percent (30%) of the total votes of the Association shall constitute a quorum.
Section 8. Adjournment of Meetings. If any meeting of the Association cannot be held because a quorum is not present, a majority of the Members who are present at such meeting, either if person or by alternate, may adjourn the meeting to a time not less than five (5) nor more than thirty (30) days from the time the original meeting was called. The new date, time and place for the reconvened meeting shall be announced at the original meeting before any adjournment is taken, or notice must be posted in a conspicuous place in the Community at least forty-eight (48) hours in advance of the reconvened meeting. If a new record date for the adjourned meeting is or must be fixed under law, notice of the adjourned meeting must be given to Owners who are entitled to vote and are Members as of the new record date but were not Members on the previous record date. At the reconvened meeting, if a quorum is present, any business which might have been transacted at the meeting originally called may be transacted.
The Members present at a duly called meeting at which a quorum is initially present may continue to do business until adjournment, notwithstanding the withdrawal of one or more Members or their alternates so as to leave less than a quorum present; provided Members representing at least twenty percent(20%) of the total votes of the Association remain in attendance; and provided further than any action taken is approved by Members representing at least a majority of the votes then present.
Section 9. Voting. The owner of record or each Lot, including the Developer, shall be entitled to one (1) vote as a Member of the Association, and the manner of exercising such voting right shall be determined by these Bylaws.
Section. 10. Designation of Voting Representative. If a Lot is owned by more than one person, or by a corporation, limited liability company, partnership, limited partnership, trust or other entity, then the person entitled to cast the vote for the Lot shall be designated by a certificate signed by all of the record owners of the Lot and filed with the Secretary of the Association. Such certificate shall be valid until revoked or until superseded by a subsequent certificate or until a change in the ownership of the Lot. A certificate designating the person entitled to cast the vote for a Lot may be revoked by any co-owner thereof.
Section 11. Approval or Disapproval of Matters. Whenever the decision of an Owner is required upon any manner, whether or not the subject of an Association meeting, such decision shall be expressed by the same person who would cast the vote of such Owner if at an Association meeting, unless the joinder of record owners is specifically required by law or the Association Documents.
Section 12. Proxies. Members shall have the right to vote in person or by proxy. To be valid, a proxy must be dated, must state the date, time, and place of the meeting for
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which it was given, and must be signed by a person who is entitled to vote. A proxy shall be effective only for the specific meeting for which is was originally given, as the meeting may lawfully be adjourned and reconvened from time to time, and automatically shall expire ninety (90) days after the date of the meeting for which it was originally given. A proxy shall be revocable at any time at the pleasure of the person who executes it. If the proxy form expressly so provides, any proxy holder may appoint, in writing, a substitute to act in his or her place.
Section 13. Vote Required for Action. Any matter coming before a meeting of the Association where a quorum has been established shall be approved if a majority of the votes cast favor the action, unless the Association documents or applicable law require a greater number of affirmative votes. As used in these Bylaws, the term "majority" shall mean those votes, owners, or other group as the context may indicate totaling more than fifty percent(50%) of the total number.
Section 14. Conduct of Meetings. The President shall preside over all meetings of the Association, and the Secretary shall keep the minutes of the meeting, which must be maintained in written form or in another form that can be converted into written form within a reasonable time.
Section 15. Order of Business. The order of business at annual meeting of the Association, and as far as practical at all other meetings of the Members, shall be:
(a) Calling of the roll, determination fo proxies, and certifying of quorum proxies.
(b) Proof of notice of meeting or waiver of notice.
(c) Reading and disposal of any unapproved minutes.
(d) Reports of officers.
(e) Reports of Committees.
(f) Election of Directors.
(g) Unfinished business.
(h) New business.
(i) Adjournment.
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ARTICLE III
Board of Directors: Number. Powers. Meetings
A. Composition and Selection.
Section 1. Governing Body: Composition. The affairs of the Association shall be governed by a Board of Directors, each of whom shall have one (1) vote. All Members of the Association shall be eligible to serve on the Board of Directors, but the directors appointed by the Developer need not be Members.
Section 2. Appointment of Directors by Developer. The Developer shall have the right to at any time to appoint members to the Board of Directors of the Association to assure that Developer's appointed directors constitute not less than seventy-five percent (75%) of the Association's directors until: (a) three (3) months after such time as ninety percent (90%) of the total number of Lots allowed in all phases of the Community by applicable Development Orders issued by the City have been conveyed to Owners; or(b) the occurrence of a different event or percentage as set forth in the Association Documents to comply with the requirements of a governmentally chartered entity that provides mortgage financing for the Lots; or (c) such earlier date as the Developer may, in the Developer's sole discretion, elect by written notice to the Association to turn over control of the Association to the Members (the "Developer Control Period"). The Developer shall further have the right to appoint at least one member to the Board of Directors of the Association as long as the Developer holds for sale in the ordinary course of business at least five percent (5%) of the Lots allowed all phases of the Community by applicable Development Orders issued by the City. For purposes of determining when Developer's right of representation in the Association expires, Developer shall have the right to include such additional Lots within the calculation as may be permitted in future phases of the Community described in Development Orders issued by the City.
Section 3. Veto by Developer. During the time that the Developer has a right to appoint at least one member of the Board of Directors of the Association:
(a) the Developer shall have the right to veto any action taken by the Board of Directors of the Association at any time when more than twenty-five percent(25%) of the Directors of the Association are not appointed by the Developer; and
(b) no action of the Board of Directors or any committee shall become effective, nor shall any decision, policy or program be implemented until and unless:
(i) The Developer shall have been given written notice of the meeting of the Board or any committee thereof where such action, decision, policy or program was authorized, which notice shall be given by certified mail, return receipt requested, or by personal delivery at the address that the Developer has registered with the Secretary of
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the Association, as it may change from time to time, and the timeliness of which notice shall comply with the requirements for notices to members of the Board of Directors for meetings of the Board as provided by these Bylaws, and which notice shall, except in the case of the regular meetings held pursuant to the Bylaws, set forth in reasonable particularly the agenda to be followed at said meeting; and
(ii) The Developer shall be given the opportunity at any such meeting to join in or to have its representatives or agents join in discussion from the floor of any prospective action, policy, or program to be implemented by the Board, any committee thereof, or the Association. The Developer, its representatives or agents shall have the right outside any such meeting (as permitted by law)to make its concerns, thoughts, and suggestions known to the members ofthe Board, or any committee thereof. The Developer shall have and is hereby granted al right to disapprove any such action, policy, or program authorized by the Board of Directors, or any committee thereof, and to be taken by the Board, such committee, the Association, or any individual Member of the Association, if Board, committee, or Association approval is necessary for such action. This right may be exercised by the Developer, its representatives, or agents at any time within ten (10) days following the meeting held pursuant to the terms and provisions hereof. This right to disapprove may be used to block proposed actions but shall not extend to the requiring of any action or counteraction on behalf of the Association, the Board, or any committee thereof. The Developer shall not use its right to disapprove to reduce the level of services that the Association is obligated to provide or to prevent capital repairs or any expenditure required to comply with applicable laws and regulations.
Section 4. Number of Directors. The number of directors in the Association shall not be not less than three (3) nor more than nine (9). The initial Board shall consist of three (3) members, who are identified in the Articles of Incorporation.
Section 5. Nomination of Directors. Except with respect to directors selected by the Developer, nominations for election to the Board of Directors shall be made by a Nominating Committee. The Nominating Committee shall consist of a Chairman, who shall be a member of the Board of Directors, and at least three (3) Members of the Association. The Nominating Committee shall be appointed by the Board of Directors not less than thirty (30) days prior to each annual meeting of the Members to serve a term of one (1) year or until their successors are appointed, and such appointment shall be announced at each such 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 in no event less than the number of positions to be filled. Nominations for each position shall also be permitted from the floor. At the meeting where the election is to be held, a Member may nominate himself or herself as a candidate for the Board of Directors from the floor of such meeting. All candidates shall have a reasonable opportunity to communicate their qualifications to the Members and to solicit votes.
Section 6. Election and Term of Office. Notwithstanding any other provision contained herein:
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(a) At the end of the Developer Control Period, or whenever the Developer earlier determines, the Board shall be increased to five (5) directors. The Association shall call a special meeting at which Members shall elect three (3) of the five (5) directors, who shall serve as at-large directors. The remaining two(2) directors shall be appointees of the Developer. The directors elected by the Members shall not be subject to removal by the Developer acting alone, and shall be elected for a term of two (2) years.
(b) So long as the Developer owns at least five percent(5%) of the Lots primarily for development and/or resale, it shall be entitled to appoint a director to the Board of Directors, who shall serve at the pleasure of the Developer. At the first annual meeting of the membership after the Developer no longer owns at least five percent(5%) of the Lots primarily for development and/or resale, all five (5) directors shall be elected by the Members. At the expiration of the initial term of office of each elected member of the Board of Directors, and at each annual meeting thereafter, a successor shall be elected to serve for a term of two (2) years.
Each Member shall be entitled to cast one (1) vote with respect to each vacancy to be filled from each slate on which such Member is entitled to vote. There shall be no cumulative voting. Directors shall be elected by a plurality of the votes cast by eligible voters. The directors elected by the Members shall hold office until their respective successors have been elected by the Association. Directors may be elected to serve any number of consecutive terms.
Section 7. Removal of Directors and Vacancies. Any director appointed by the Developer may be removed by the Developer, who shall then appoint a successor to fill the vacancy for the remainder of the term of such director. Any director elected by the Members may be removed, with or without cause, by the vote of Members holding a majority of the votes of the Association. A director who was elected at large solely by the votes of Members other than the Developer may be removed from office prior to the expiration of his or her term only by the votes of a majority of Members other than the Developer. Any director not appointed by the Developer whose removal is sought shall be given notice prior to any meeting called for that purpose. Upon removal of a director not appointed by the Developer, a successor shall then and there be elected by the Members holding a majority of the votes of the Association, including the Developer, to fill the vacancy for the remainder of the term of such director.
Any director elected by the Members who has three (3) consecutive unicast absences from the Board meetings or who is delinquent in the payment of any assessment of other charge due the Association for more than thirty (30) days may be removed by a majority of the directors present at a regular or special meeting at which a quorum is present, and a successor may be appointed by the Board to fill the vacancy for the remainder of the term. In the event of the death, disability, or resignation of a director, a vacancy may be declared by the Board, and the Board may appoint a successor for the remainder of the term of such director.
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B. Meetings.
Section 8. Organizational Meetings. The first meeting of the Board of Directors following each annual meeting of the Members shall be held within ten (10)days thereafter at such time and place as shall be fixed by the Board.
Section 9. Regular Meetings. Regular meetings of the Board of Directors may be held at such time and place as shall be determined from time to time by a majority of the directors, but commencing with termination of the Developer Control Period, at least four (4) such meetings shall be held during each fiscal year, with at least one (1) per quarter. Notice of the time and place of the meeting shall be communicated to directors not less than four (4) days prior to the meeting; provided, however, notice of a meeting need not be given to any director who has signed a waiver of notice or a written consent to holding of the meeting.
Section 10. Special Meetings. Special meetings of the Board of Directors shall be held when called by written notice signed by the President of the Association or by any three (3) directors. The notice shall specify the time and place of the meeting and the nature of any special business to be considered. The notice shall be given to each director by one of the following methods:(a) by personal delivery; (b) written notice by first class mail, postage prepaid; (c) by facsimile transmission; (d) by telephone communication, either directly to the director or to a person at the director's office or home who would reasonably be expected to communicate such notice promptly to the director; or (d) by telegram, charges prepaid. All such notices shall be given at the director's telephone numbers or sent to the director's address as shown on the records of the Association. Notice sent by first class mail shall be deposited into the United States mailbox at least four (4)days before the time set for the meeting. Notices given by personal delivery, telephone, facsimile or telegraph shall be delivered, telephoned, faxed or given to the telegraph company at least seventy-two (72) hours before the time set for the meeting.
Section 11. Waiver of Notice. The transactions of any meeting of the Board of Directors, however called and noticed or wherever held, shall be as valid as though taken at a meeting duly held after regular call and notice if:(a) a quorum is present, and (b)either before or after the meeting each of the directors not present signs a written waiver of notice, a consent to holding the meeting, or an approval of the minutes. The waiver of notice or consent need not specify the purpose of the meeting. Notice of a meeting shall also be deemed given to any director who attends the meeting without protesting before or at its commencement about the lack of adequate notice.
Section 12. Quorum of Board of Directors. At all meetings of the Board of Directors, a majority of the directors shall constitute a quorum for the transaction of business, and the votes of a majority of the directors present at meeting at which a quorum is present shall constitute the decision fo the Board of Directors. A meeting at which a quorum is initially present may continue to transact business, notwithstanding the withdrawal of directors, if any action taken is approved by at least a majority of the required
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quorum for that meeting. If any meeting of the Board cannot be held because a quorum is not present, a majority of the directors who are present at such meeting may adjourn the meeting to a time not less than five (5) nor more than thirty (30) days from the date the original meeting was called. At the reconvened meeting, if a quorum is present, any business which might have been transacted at the meeting originally called may be transacted without further notice.
Section 13. Compensation. No director shall receive any compensation from the Association for acting as such unless approved by Members representing a majority of the total votes of the Association at a regular or special meeting of the Association; provided any director may be reimbursed for expenses incurred on behalf of the Association upon approval of a majority of the other Directors.
Section 14. Conduct of Meetings. The Board may permit Directors to participate in a regular or special meeting by the use of telephone or any other 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 for all purposes. The President shall preside over all meetings of the Board of Directors, and the Secretary shall keep the minutes of the meeting, which must be maintained in written form or in another form that can be converted into written form within a reasonable time. A vote or abstention from voting on each matter voted upon each Director present at the meeting must be recorded in the minutes. Directors may not vote by proxy or by secret ballot at Board meetings, except that secret ballots may be used in the election of officers.
Section 15. Open Meetings; Notice to Members. A meeting of the Board of Directors of the Association occurs whenever a quorum of the Board gathers to conduct Association business. All meetings of the Board must be open to all Members except for meetings between the Board and its attorney with respect to proposed or pending litigation where the contents of the discussion would otherwise be governed by the attorney-client privilege. Members other than Directors may not participate in any discussion or deliberation at a meeting of the Board unless permission to speak is requested on behalf of a Member by a Director and granted by the Board. Notice of all Board meetings must be posted in a conspicuous place in the Community at least forty-eight (48) hours in advance of a meeting, except in an emergency. In the alternative, if notice is not posted in a conspicuous place in the Community, notice of each Board meeting must be mailed or delivered to each Member at least seven (7) days before the meeting, except in an emergency. Notwithstanding this general notice requirement, at any time when the Association has more than one hundred (100) Members, the Board may provide for a reasonable alternative to posting or mailing of notice for each Board meeting, including publication of notice or provision of a schedule of Board meetings. An assessment may not be levied at a Board meeting unless the notice of the meeting includes a statement that assessments will be considered and the nature of the assessments. This Section also applies to the meetings of any committee of the Board or other similar body, when a final decision will be made regarding the expenditure of Association funds, and to any body
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vested with the power to approve or disapprove architectural decisions with respect to a specific Lot owned by a Member of the Association.
Section 16. Recording. Any Owner may tape record or videotape meetings of the Board of Directors or meetings of the Members. The Board of Directors of the Association may adopt reasonable rules governing the taping of meetings of the Board and the Members.
C. Powers and Duties
Section 17. Powers. The Board of Directors shall be responsible for the affairs of the Association and shall have all the powers and duties necessary for the administration of the affairs of the Association and, as provided by law, may do or cause to be done all acts and things as are not by the Association Documents directed to be done and exercised exclusively by the Members or the membership generally.
The Board of Directors shall delegate to one of its members the authority to act on behalf of the Board of Directors on all matters relating to the duties of the managing agent or manager, if any, which might arise between meetings of the Board of Directors.
In addition to the duties imposed by these Bylaws or by any resolution of the Association that may hereafter be adopted, the Board of Directors shall have the power to establish policies relating to, and shall be responsible to perform or cause to be performed, by way of example, but not limitation, the power to:
(a) Exercise all of the powers and privileges and perform all of the duties and obligations of the Board of Directors as set forth in the Declaration and as the same may be amended from time to time.
(b) Fix, levy, collect, and enforce payment by any lawful means, all charges or assessments pursuant to the terms of the Declaration and pay all expenses incident to the conduct of the affairs of the Association, including all licenses, taxes or governmental charges levied or imposed against the real or personal property of the Association.
(c) Make assessments to defray the expenses related to the Common Areas and other expenses of the Association, establish the means and methods of collecting such assessments, and establish the installment payment period of the annual assessment, deposit of the proceeds thereof in a bank depository which it shall approve, and use the proceeds to administer the Association; provided, any reserve fund may be deposited, in the directors' best business judgment, in depositories other than banks.
(d) Prepare and adopt budgets in which there shall be established the contribution of each Owner to the expenses of the Association.
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(e) Acquire (by gift, purchase, or otherwise), own, hold, improve, build upon, operate, maintain, convey, sell, lease, transfer, dedicate for public use, or otherwise dispose of real or personal property in connection with the affairs of the Association.
(f) Borrow money, and with the authorization provided in Section 18, mortgage, pledge, deed in trust, or hypothecate any or all its real or personal property as security for money borrowed or debts incurred.
(g) Open bank accounts on behalf of the Association and designate the signatories required.
(h) Designate, hire, and dismiss the personnel necessary for the administration, maintenance, operation, repair, and replacement of the Association, its property, and the Common Areas, and where appropriate, provide for the compensation of such personnel and for the purchase of equipment, supplies, and material to be used by such personnel in the performance of their duties.
(i) Dedicate, sell, or transfer all or any part of the Common Areas to any public agency, authority, or utility for such purposes and subject to such conditions as may be agreed to by the Association.
(j) Grant to other owners of any portion of the Community, non-exclusive easements of ingress and egress over the Common Areas for road purposes.
(k) Enter into agreements with any person or entity to obtain services or otherwise accomplish the objectives of the Association, upon such terms and for such duration as the Association Board of Directors deems fair and reasonable, including but not limited to agreements with any person or entity to obtain services or otherwise accomplish the objectives of the Association.
(I) Make and Enforce reasonable rules and regulations governing the use of Lots and Common Areas and any other property owned by the Association.
(m) Maintain, repair, replace, and operate property over which the Association has full ownership or the right and power to maintain, replace and operate in accordance with the Declaration.
(n) Keep books and detailed accounts of the receipts and expenditures affecting the Association and its administration, specifying the maintenance and repair expenses and any other expenses incurred.
(o) Make available to any prospective purchaser of a Lot, any Owner, any first mortgagee, and the holders, insurers, and guarantors of a first mortgage on any Lot, current copies of the Association Documents, rules governing the Lot, and all other books, official records, and financial statements of the Association.
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(p) Enforce by legal means the provisions of the Association Documents and the rules and regulations adopted by it and bring any proceedings that may be instituted on behalf of or against the Owners concerning the Association.
(q) Obtain and carry insurance against casualties and liabilities and pay the premium cost thereof.
(r) Operate, maintain, and manage the Surface Water or Storm Water Management System(s)in a manner consistent with the South Florida Water Management District Permit No. requirements and applicable District rules, and assist in the enforcement of the provisions of the Declaration that relate to the Surface Water or Storm Water Management System.
(s) Levy and collect adequate assessments against Members ofthe Association for the costs of maintenance and operation of the Surface Water or Storm Water Management System.
(t) Have and exercise any powers, rights, and privileges that a not-for-profit corporation organized under the laws of the State of Florida may now or hereafter have or exercise.
Section 18. Borrowing. The Board of Directors shall have the power to borrow money for the purpose of constructing, improving, maintaining, repairing or restoring the Common Areas without the approval of the Members of the Association. The Board shall also have the power to borrow money for other purposes; provided, the Board shall obtain Member approval, in the same manner as required for special assessments, in the event that the proposed borrowing is for the purpose of modifying, improving, or adding amenities and the total amount of such borrowing exceeds or would exceed five percent(5%) of the budgeted gross expenses of the Association for that fiscal year. Notwithstanding anything to the contrary contained in the Declaration, these Bylaws, or the Articles of Incorporation, during the Developer Control Period, no mortgage lien shall be placed on any portion of the Common Areas without the affirmative vote or written consent, or any combination thereof, of Members representing at least fifty-one percent(51%) of the Members other than the Developer and the Developer's nominees.
Section 19. Management. The Board of Directors may employ for the Association a professional management agent or agents at a compensation established by the Board of Directors to perform such duties and services as the Board of Directors shall authorize. The Board of Directors may delegate to the managing agent or manager, subject to the Board's supervision, all of the powers granted to the Board of Directors by these Bylaws, other than the powers set forth in subparagraphs (a), (b), (0, (g), and (i) of the foregoing Section of this Article. The Developer, or an affiliate of the Developer, may be employed as managing agent or manager.
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Section 20. Budget. The Association shall prepare an annual budget. The budget must reflect the estimated revenues and expenses for that year and the estimated surplus or deficit as of the end of the current year. The budget must set out, separately all fees or charges for recreational amenities, whether owned by the Association, the Developer, or another person. The Association shall provide each Member with a copy of the annual budget or a written notice that a copy of the budget is available upon request at no charge to the Member. The copy must be provided to the Member within ten (10) business days after receipt by the Association of a written request from the Member.
Section 21. Financial Reporting. The Association shall prepare an annual financial report within sixty(60) days after the close of the fiscal year. The Association shall provide each Member with a copy of the annual financial report or a written notice that a copy of the financial report is available upon request at no charge to the Member within ten (10) business days after receipt by the Association of a written request from the Member. The financial report must consist of either:
(a) Financial Statements presented in conformity with generally accepted accounting principles; or
(b) A financial report of actual receipts and expenditures, cash basis, which report must show:
(i) The amount of receipts and expenditures by classification; and
(ii) The beginning and ending cash balances of the Association.
Section 22. Association Funds; Commingling.
(a) All Association funds held by the Developer shall be maintained separately in the Association's name. Reserve and operating funds of the Association shall not be commingled prior to Turnover, except that the Association may jointly invest reserve funds; provided, however, such jointly invested funds must be accounted for separately.
(b) During the Developer Control Period, the Developer shall not commingle any Association funds with the Developer's funds or with the funds of any other homeowners' association or community association.
Section 23. Books and Records. The Association shall maintain each of the following items, when applicable, which constitute the official records of the Association ("Official Records"):
(a) Copies of any plans, specifications, permits, and warranties related to improvements constructed on the Common Areas or other property that the Association is obligated to maintain, repair, or replace.
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(b) A copy of the Bylaws of the Association and of each amendment to the Bylaws.
(c) A copy of the Articles of Incorporation of the Association and of each amendment thereto.
(d) A copy of the Declaration and a copy of each amendment thereto.
(e) A copy of the current rules of the Association.
(f) The minutes of all meetings of the Board of Directors and of the Members, which minutes must be retained for at least seven (7) years.
(g) A current roster of all Members and their mailing addresses and parcel identifications.
(h) All of the Association's insurance policies ora copy thereof, which policies must be retained for at least seven (7) years.
(i) A current copy of all contracts to which the Association is a party, including, without limitation, any management agreement, lease, or other contract under which the Association has any obligation or responsibility. Bids received by the Association for work to be performed must also be considered Official Records and must be kept for a period of one (1) year.
(j) The financial and accounting records of the Association, kept according to good accounting practices. All financial and accounting records must be maintained for a period of at least seven (7) years. The financial and accounting records must include:
(i) Accurate, itemized, and detailed records of all receipts and expenditures.
(ii) A current account and a periodic statement of the account for each Member, designating the name and current address of each Member who is obligated to pay assessments, the due date and amount of each assessment or other charge against the Member, the date and amount of each payment on the account, and the balance due.
(iii) All tax returns, financial statements, and financial reports of the Association.
(iv) Any other records that identify, measure, record, or communicate financial information.
Section 24. Inspection and Copying of Records. The Official Records shall be maintained within the State of Florida and must be open to inspection and available for photocopying by Members or their authorized agents at reasonable times and places within ten (10) business days after receipt of a written request for access. This Section may be
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complied with by having a copy of the Official Records available for inspection or copying in the Community. The Association may adopt reasonable written rules governing the frequency,time, location, notice, and manner of inspections, and may impose fees to cover the costs of providing copies of the Official Records, including, without limitation, the costs of copying. The Association shall maintain an adequate number of copies of the Association Documents to ensure their availability to Members and prospective Members, and may charge only its actual costs for reproducing and furnishing these documents to those persons who are entitled to receive them.
Section 25. Inspection by Directors. Every director shall have the absolute right at any reasonable time to inspect all books, records, and documents of the Association and the physical properties owned or controlled by the Association. The right of inspection by a director includes the right to make extracts and a copy of relevant documents at the expense of the Association.
Section 26. Turnover. At the time the Members are entitled to elect at least a majority of the Board of Directors of the Association, the Developer shall, at the Developer's expense, within no more than ninety(90) days deliver the following documents to the Board:
(a) All deeds to common property owned by the Association.
(b) The original of the Declaration.
(c) A certified copy of the Articles of Incorporation of the Association.
(d) A copy of the Bylaws.
(e) The minute books, including all minutes.
(f) The books and records of the Association.
(g) Policies, rules, and regulations, if any, which have been adopted.
(h) Resignations of Directors who are required to resign because the Developer is required to relinquish control of the Association.
(i) The financial records of the Association from the date of incorporation through the date of Turnover.
co All Association funds and control thereof.
(k) All tangible property of the Association.
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(I) A copy of all contracts that may be in force with the Association as one of the parties.
(m) A list of the names and addresses and telephone numbers of all contractors, subcontractors, or others in the current employ of the Association.
(n) Any and all insurance policies in effect.
(o) Any permits issued to the Association by governmental entities.
(p) Any and all warranties in effect.
(q) A roster of current Owners and their addresses and telephone numbers and section and lot numbers.
(r) Employment and service contracts in effect.
(s) All other contracts in effect to which the Association is a party.
Section 27. Rights of the Association. With respect to the Common Areas, and in accordance with the Association Documents, the Association shall have the right to contract with any person for the performance of various services, duties and functions. Without limiting the foregoing, this right shall entitle the Association to enter into common management, service, operational, or other agreements with trusts, condominium, cooperatives and other owners or residents associations, both within and outside the Property. Such agreements shall require the consent of a majority of all Directors of the Association.
Section 28. Enforcement. The Board shall have the power to impose reasonable fines, which shall constitute a lien upon the property of the violating Owner, to suspend an Owner's right to vote or to use the Common Areas, and to exclude contractors, subcontractors, agents, guests and other invitees of an Owner from the Community for violation of any duty imposed under the Association Documents, any rules and regulations duly adopted hereunder, or any of the design and development guidelines and procedures adopted under the Declaration; provided, however, nothing herein shall authorize the Association or the Board of Directors to limit an Owner's or occupant's vehicular and pedestrian ingress and egress to or from a Lot, including, but not limited to, the right to park. In the event that any occupant of a Lot violates the Association Documents or a rule or regulation and a fine is imposed, the fine shall first be assessed against the occupant; provided, however, if the fine is not paid by the occupant within the time period set by the Board, the Owner shall pay the fine upon notice from the Association. The failure of the Board to enforce any provision of the Association Documents, or any rule or regulation shall not be deemed a waiver of the right of the Board to do so thereafter. In no event shall a fine imposed pursuant to this Section exceed the maximum fine provided by law.
16 Instrument# 2007-080360 it 73 Book: 6038 Page: 3569
(a) Notice. Prior to imposition of any sanction hereunder, the Board or its delegate shall serve the Owner and, if different, the alleged violator with written notice describing: (i) the nature of the alleged violation, (ii) the proposed sanction to be imposed, (iii) a period of not less than fourteen (14) days within which the Owner or the alleged violator may present a written request to the Association for a hearing, and (iv) a statement that the proposed sanction shall be imposed as contained in the notice unless a challenge is begun within fourteen (14) days of the notice. If a timely challenge is not made, the sanction stated in the notice shall be imposed.
(b) Hearing. If a hearing is requested within the allotted fourteen (14) day period, the hearing shall be held before a committee of at least three (3) members appointed by the Board who are not officers, directors, or employees of the Association, or the spouse, parent, child, brother or sister of an officer, director, or employee (the "Covenants Committee"), which shall afford Owner a reasonable opportunity to be heard. Prior to the effectiveness of any sanction hereunder, proof of proper notice shall be placed in the minutes of the meeting. Such proof shall be deemed adequate if a copy of the notice, together with a statement of the date and manner of delivery, is entered by the officer, Director, or agent who delivered such notice. The notice requirement shall be deemed satisfied if the Owner or the alleged violator appears at the meeting. The minutes of the meeting shall contain a written statement of the results of the hearing and the sanction, if any, imposed. If the Covenants Committee does not, by a majority vote, approve the proposed sanction, it shall not be imposed. The Board of Directors or the Covenants Committee may, but shall not be obligated to, suspend any proposed sanction if the violation is cured within the fourteen (14)day period. Such suspension shall not constitute a waiver of the right to sanction future violation of the same or other provisions and rules by any person.
(c) Appeal. Following any hearing before the Covenants Committee, the Owner and, if different, the violator shall have the right to appeal the decision to the Board of Directors. To perfect this right, a written notice of appeal must be received by the manager, President, or Secretary of the Association within thirty (30) days after the hearing date.
(d) Additional Enforcement Rights. Notwithstanding anything to the contrary herein contained, the Association, acting through the Board of Directors, may elect to enforce any provision ofthe Association Documents orthe rules and regulations ofthe Association by self-help (specifically including, but not limited to, the towing of vehicles that are in violation of parking rules and regulations) or by suit at law or in equity to enjoin any violation or to recover monetary damages or both without the necessity of compliance with the procedure set forth above. In any enforcement action undertaken by the Association, whether suit is filed or not, to the maximum extent permissible, the Owner or occupant responsible for the violation of which abatement is sought shall pay all costs, including reasonable attorney's fees actually incurred.
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Instrument 2007-080360 it 74 Book: 6038 Page: 3570
(e) Inapplicable to Developer. Notwithstanding any other provision of these Bylaws, the Developer and its Lots shall not be subject to any fine, suspension, exclusion or any other enforcement procedure under this Section.
ARTICLE IV
Officers
Section 1. Officers. The officers of the Association shall be a President, Vice President, Secretary, and Treasurer, to be elected from among the members ofthe Board. The Board of Directors may appoint such other office s, including one or more Assistant Secretaries and one or more Assistant Treasurers, as it shall deem desirable, such officers to have the authority and perform the duties prescribed from time to time by the Board of Directors. Any two (2) or more offices may be held by the same person, except the offices of President and Secretary.
Section 2. Election, Term of Office and VacanCes. The officers of the Association shall be elected annually by the Board of Directors a the first meeting of the Board of Directors following each annual meeting of the Members. A vacancy in any office arising because of death, resignation, removal, or otherwise may be filled by the Board of Directors for the unexpired portion of the term.
Section 3. Removal. Any officer may be removed by the Board of Directors whenever in its judgment the best interests of the Association will be served thereby.
Section 4. Powers and Duties. The officers o the Association shall each have such powers and duties as generally pertain to their respective offices, as well as such powers and duties as may from time to time specifically be conferred or imposed by the Board of Directors. The President shall be the chief executive officer of the Association. The Treasurer shall have primary responsibility for the preparation of the budget as provided for in the Declaration and may delegate all or part of the preparation and notification duties to a finance committee, management agent, or both.
Section 5. Resignation. Any officer may resign at any time by giving written notice to the Board of Directors, the President, or the Secretary. Such resignation shall take effect on the date of the receipt of such notice or at any later time specified therein, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
Section 6. Agreements, Contracts, Deeds, Leases, Checks, Etc.. All agreements, contracts, deeds, leases, checks, and other instruments of the Association shall be executed by at least two (2) officers or by such othe person or persons as may be designated by resolution of the Board of Directors.
18 Instrtrent# 2007-080360 # 75 Book: 6038 Page: 3571
ARTICLE V
Committees
Section 1. General. Committees are hereby authorized to perform such tasks and to serve for such periods as may be designated by a resolution adopted by a majority of the directors present at a meeting at which a quorum is present. Each committee shall operate in accordance with the terms of the resolution of the Board of Directors designating the committee or with rules adopted by the Board of Directors, except as provided in these Bylaws.
Section 2. Executive Committee. Any executive committee designated by the Board shall consist of two (2)or more Members of the Board. The resolution of the Board designating the executive committee may provide that the executive committee shall have and may exercise all of the powers of the Board and the management of the business and affairs of the Association during the intervals between the meetings of the Board insofar as may be permitted by law, except that the executive committee shall not have the power to:
(a) determine the common expenses required for the operation of the Association and the Community;
(b) determine the assessments payable to the Owners to meet the common expenses of the Association;
(c) adopt or amend rules and regulations;
(d) purchase or lease real property in the name of the Association;
(e) approve or recommend to Owners any actions or proposals required by law or by the governing documents to be approved by the Owners;
(f) fill vacancies on the Board of Directors or the Executive Committee; and
(g)those matters as prohibited by law, from time to time.
19 Instrument# 2007-080360 It 76 Book: 6038 Page: 3572
ARTICLE VI
Miscellaneous
Section 1. Fiscal Year. The fiscal year of the Association shall be set by resolution of the Board of Directors. In the absence of a resolution, the fiscal year shall be the calendar year.
Section 2. Parliamentary Rules. Except as may be modified by Board resolution, Robert's Rules of Order (current edition) shall govern the conduct of Association proceedings when not in conflict with the law or the Association Documents.
Section 3. Conflicts. If there are conflicts between the provisions of Florida law,the Articles of Incorporation, the Declaration, and these Bylaws, the provisions of Florida law, the Declaration, the Articles of Incorporation, and the Bylaws (in that order) shall prevail.
Section 4. Notices. Unless otherwise provided in these Bylaws, all notices, demands, bills, statements, or other communications under these Bylaws shall be in writing and shall be deemed to have been duly given if delivered personally or if sent by United States Mail, first class postage prepaid:
(a) if to a Member, at the address which the Member has designated in writing and filed with the Secretary or, if no such address has been designated, at the address of the Lot of such Member; or
(b) if to the Association, the Board of Directors, or the managing agent, at the principal office of the Association or the managing agent, if any, or at such other address as shall be designated by notice in writing to the Members pursuant to this Section.
Section 5. Amendment. Until termination of the Developer Control Period, Developer may unilaterally amend these Bylaws. Thereafter or otherwise, these Bylaws may be amended only by the affirmative vote (in person or by alternate) or written consent, or any combination thereof, of Members representing sixty-seven percent(67%) of the total votes in the Association, including sixty seven percent(67%) of the votes held by Members other than the Developer, and the consent of the Developer, so long as Developer has any right of representation in the Association. However, the percentage of votes necessary to amend a specific clause shall be not less than the prescribed percentage of affirmative votes required for action to be taken under that clause. Any amendment to be effective must be recorded in the public records of Volusia County, Florida.
Except as otherwise provided in the Association Documents, no amendment may affect vested rights unless the Owners of the affected Lots and all record owners of liens on the affected Lots join in the execution of the amendment.
20 Instrument# 2007-080360 # 77 Book: 603E3 Page: 3573 Diane N. Natousek Volusia County, Clerk of Court No amendment may remove, revoke, or modify any right or privilege of the Developer without the written consent of the Developer or the assignee of such right or privilege.
CERTIFICATION
I, the undersigned, do hereby certify:
That I am the duly elected and acting President of Centennial Park at LPGA International Homeowners Association, Inc., a Florida corporation not-for-profit;
That the foregoing Bylaws constitute the original Bylaws of said Association, as duly adopted at a meeting the Board of Directors thereof held on the day of , 2006.
IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed the seal of said Association, this day of , 2006. 0-)Q2-1,1 , President
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