BELLA COLLINA OWNERS ASSOCIATION, INC.
AMENDED AND RESTATED
BELLA COLLINA PROPERTY OWNER’S ASSOCIATION, INC.
Section 1. Identification of Association
These are the Bylaws of Bella Collina Property Owner’s Association, Inc. (“Association”) as duly adopted by its Board of Directors (“Board”). The Association is a corporation not-for-profit, organized pursuant to Chapter 617, Florida Statutes.
1.1. The office of the Association shall be for the present at 215 Celebration Place, Suite 200, Celebration, FL 34747, and thereafter may be located at any place designated by the Board.
1.2. The fiscal year of the Association shall be the calendar year.
1.3. The seal of the Association shall bear the name of the Association, the word “Florida” and the words “Corporation Not For Profit.”
Section 2. Explanation of Terminology
The terms defined in the Articles of Incorporation of the Association (“Articles”) as well as in the Second Amended and Restated Declaration of Covenants, Conditions and Restrictions and Supplemental Declaration for Bella Collina (“Declaration”) are incorporated herein by reference and shall appear in initial capital letters each time such terms appear in these Bylaws.
Section 3. Membership; Members’ Meetings; Voting and Proxies
3.1. The qualification of Members, the manner of their admission to membership in the Association, the manner of termination of such membership and the voting by Members shall be as set forth in the Articles.
3.2. The Members shall meet annually (“Annual Members’ Meeting”). The Annual Members’ Meeting shall be held at the office of the Association or at such other place in the County as the Board may determine and on such day and at such time as designated by the Board in the notice of such meeting commencing with the year following the year in which the Articles are filed with the Secretary of State. The purpose of the Annual Members ‘Meeting shall be to hear reports of the officers, elect members of the Board (when that shall be appropriate as determined by the provisions of the Articles) and transact any other business authorized to be transacted at such Annual Members’ Meeting.
3.3. Special meetings (meetings other than the Annual Members’ Meeting) of the Members shall be held at any place within the County whenever called by the President or Vice President or by a majority of the Board. A special meeting must be called by such President or Vice President upon receipt of a written request from Members having the right to vote at
least one-third (1/3) of the total number of votes entit]ed to be cast by Members at any such special meeting.
3.4. Except as otherwise provided in the Articles, a written notice of each Members’ meeting, whether an Annual Members’ Meeting or a special meeting (collectively “Meeting”), shall be given to each Member entitled to vote thereat at his last known address as it appears on the books of the Association and sha]) be mailed to the said address not less than fourteen (14) days nor more than forty-five (45) days prior to the date of the Meeting. Proof of such mailing shall be given by the affidavit of the person giving the notice. Any notice given hereunder shall state the time and place of the Meeting and the purposes for which the Meeting is called. The notices of all Annual Members’ Meetings shall, in addition, specify the number of Directors of the Association to be designated by Declarant and the number of Directors to be elected by the Members, if applicable. Notwithstanding any provisions hereof to the contrary, a notice of any Meeting may be waived before, during, or after such Meeting by a Member or by the person entitled to vote for such Member by signing a document setting forth the waiver of such notice.
3.5. The Members may, at the discretion of the Board, act by the written response in lieu of a Meeting provided written notice of the matter or matters to be agreed upon is given to the Members or duly waived in accordance with the provisions of these Bylaws. Unless some greater number is required under the Bella Collina Documents and except as to the election of Directors, which shall be accomplished by plurality vote, the decision of a majority of the votes cast by Members as to the matter or matters to be agreed or voted upon shall be binding on the Members provided a quorum is either present at such Meeting or submits a response if action is taken by the written response in lieu of a meeting, as the case may be. The notice with respect to actions to be taken by the written response in lieu of a meeting shall set forth the time period during which the written responses must be received by the Association.
3.6. (a) A quorum of the Members shall consist of Members entitled to cast thirty percent (30%) of the total number of votes of the Members. Limited “Proxies” and general “Proxies” (as hereinafter defined in Paragraph 3.10) may be used to establish a quorum.
(b) When a quorum is present at any meeting and a question that raises the jurisdiction of such Meeting is presented, the holders of a majority of the voting rights present in person or represented by written proxy shall be required to decide the question. However, if the question is one upon which a vote other than the majority vote of a quorum. is required by express provision of the Bella Collina Documents or by law, then such express provision shall govern and control the required vote on the decision of such question.
3.7. At any Annual Members’ Meeting when elections of Directors are to occur, written ballots are to be supplied to Members for such purposes. Members may not vote for Directors by Proxy but may vote by absentee ballot. Furthermore, at any Annual Members’ Meeting at which Directors are to be elected, the “Chairman” (as hereinafter defined in Paragraph 7 .2) shall appoint an “Election Committee” consisting of three (3) Members to supervise the election, count, and verify ballots, disqualify votes if such disqualification is justified under the circumstances and certify the resul1s of the election to the Board. The Election Committee shall be able to determine questions within its jurisdiction by a plurality vote of all
three (3) members, but matters resulting in deadlocked votes of the Election Committee shall be referred to the entire Board for resolution.
3.8. If a quorum is not in attendance at a meeting, the Members who are present, either in person or by Proxy, may adjourn the meeting from time to time until a quorum. is present with no further notice of such adjourned Meeting being required unless otherwise determined by the Board.
3.9. Minutes of all meetings shall be kept in a businesslike manner and be available for inspection by the Members and Directors at all reasonable times. The Association shall retain minutes for at least seven (7) years subsequent to the date of the meeting the minutes reflect.
3.10. Voting rights of Members shall be as stated in the Articles with respect to the election of all Boards other than the First Board. Such votes may be cast in person or by absentee ballot. Proxies may be used to vote on other agenda items at meetings at which Directors are to be elected, and may also be used to establish a quorum. “Proxy” is defined to mean an instrument containing the appointment of a person who is substituted in the place and stead of the person or authorized representative of an entity entitled to vote. Proxies shall be in writing signed by the person or authorized representative of an entity giving the same and shall be valid only for the particular Meeting designated therein and, if so stated in the Proxy, any adjournments thereof, provided, however, any proxy automatically expires ninety (90) days after the date of the meeting for which it was originally given. A Proxy must be filed with the Secretary of the Association before the appointed time of the Meeting in order to be valid. Any Proxy may be revoked prior to the time a vote is cast in accordance with such Proxy.
3.11. The voting on any matter at a Meeting shall be by secret ballot upon request of the holders of ten percent (10%) of the votes represented at such Meeting and entitled to be cast on such matter, if such request is made prior to the vote in question.
3.12. Members have the right to attend all Meetings and to speak for at least three (3) minutes at any Meeting with reference to an items opened for discussion or included on the agenda. A Member may speak to any item if such Member submits to the Association a written request to speak prior to the Meeting. The Association may adopt written rules governing the frequency, duration, and other manner of Member and parcel owner statements.
Section 4. Board; Directors’ Meetings
4.1. The business and administration of the Association shall be by its Board.
4.2. The election and, if applicable, designation of Directors shall be conducted in accordance with the Articles. Except for Declarant-appointed Directors, Directors must be Members or the parents, children or spouses of Members.
4.3. (a) Any person elected or designated as a Director shall have all the rights, privileges, duties and obligations of a Director of the Association.
(b) The term of a Director’s service shall be as stated in the Articles and, if not so stated, shall extend until the next Annual Members’ Meeting and thereafter until his successor is duly elected and qualified or until he resigns or is removed in the manner elsewhere provided.
4.4. The organizational meeting of a newly elected Board shall be held within ten (10) days of its election at such place and time as shall be fixed by the Directors at the meeting at which they were elected. Provided the organizational meeting is held directly following the Annual Members’ Meeting, no further notice of the organizational meeting shall be necessary; if not, however, notice of the organizational meeting shall be given in accordance with Section 720.303(2) of the Florida Statutes.
4.5. Regular meetings of the Board may be held at such times and places in the County as shall be determined from time to time by a majority of the Directors. Special meetings of the Board may be called at the discretion of the President or the Vice President. Special meetings must be called by the Secretary at the written request of at least one-third (1/3) of the Directors. Any such special meeting may be held in the County at such time and place as determined by the Directors requesting such meeting or in such other place as all of the Directors shall agree upon.
4.6. Notice of the time and place of regular and special meetings of the Board, or adjournments thereof, shall be given to each Director personally or by mail, telephone or telegraph at least three (3) days prior to the day named for such meeting unless such notice is waived before, during or after such meeting. Any Director may waive notice of the meeting in writing before, during or after a meeting and such waiver shall be deemed equivalent to the receipt of notice by such Director.
4.7 Notice of all Board meetings shall be given to the members in accordance with Section 720.303(2) of the Florida Statutes.
4.8. A quorum of the Board shall consist of the Directors entitled to cast a majority of the votes of the entire Board. Matters approved by a majority of the Directors present at a meeting at which a quorum is present shall constitute the official acts of the Board, except as may be otherwise specifically provided by law, by the Articles or elsewhere herein. If at any meeting of the Board there shall be less than a quorum present, the majority of those present may adjourn the meeting from time to time until a quorum is present. At any meeting that takes place on account of a previously adjourned meeting, any business which might have been transacted at the meeting as originally called may be transacted. In the case of the adjournment of a meeting, no further notice of the adjourned meeting need be given unless otherwise determined by the Board.
4.9. The presiding officer at all Board meetings shall be the President. In the absence of the President, the Directors shall designate any one of their number to preside.
4.10. Directors’ fees, if any, shall be determined by the Members.
4.11. Minutes of all meetings of the Board shall be kept in a businesslike manner and be available for inspection by Members and Directors at all reasonable times. Minutes shall 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 in each matter voted upon for each Director present at a Board meeting must be recorded in the minutes.
4.12. The Board shall have the power to appoint an “Executive Committee(s)” of the Board consisting of not Jess than three (3) Directors. An Executive Committee(s) shall have and exercise such powers of the Board as may be delegated to such Executive Committee( s) by the Board.
4.13. Meetings of the Board shall be open to all Members, and Members shall have the right to speak for at least three (3) minutes on any matter placed on the agenda by petition of the voting interests. The Board may adopt written reasonable rules concerning the right of Members to speak and governing the frequency, duration, and other manner of Member statements. . The Board may also hold closed meetings to the extent permitted by applicable law, including, by way of example but not by way of limitation, when the discussion at a meeting is governed by attorney-client privilege. In the event a Member not serving as a Director or not otherwise invited by the Directors to participate in a meeting attempts to become more than a mere observer at the meeting or conducts himself in a manner detrimental to the carrying on of the meeting, then any Director may expel said Member from the meeting by any reasonable means which may be necessary to accomplish said Member’s expulsion. Also, any Director shall have the right to exclude from any meeting of the Board any person who is not able to provide sufficient proof that he is a Member or a duly authorized representative, agent or proxy holder of a Member, unless said person has been specifically invited by any of the Directors to participate in such meeting.
4.14. Any action required or permitted to be taken at a meeting of the Directors may be taken without a meeting if a consent in writing, specifically setting forth the action to be taken, shall be signed by all the Directors entitled to vote with respect to the subject matter thereof and such consent shall have the same force and effect as a unanimous vote of the Directors, provided, however, whenever Assessments are to be considered or when rules that regulate the use of Committed Property may be adopted, amended or revoked, they may be considered only at a meeting of the Directors properly noticed to all Members in accordance with Section 720.303(2), Florida Statutes. Section 720.303(2), Florida Statutes, requires at a minimum that (i) written notice containing a description regarding the nature of Assessments to be considered or levied be provided to all Members at least fourteen (14) days before such meeting of the Board, (ii) written notice containing a description regarding the nature of Special Assessments to be considered or levied be mailed, delivered or electronically transmitted to all Members and posted conspicuously on the Association Property not less than fourteen (14) days before such meeting of the Board, or (iii) written notice containing a statement that changes to the rules regarding the use of the Committed Property will be considered, adopted, amended, or revoked be mailed, delivered or electronically transmitted to all Members and posted conspicuously on the Association Property not less than fourteen (14) days before such meeting of the Board.
4.15 If twenty percent (20%) of the total voting number of votes of the Members petition the Board to address an item of business, the Board shall at its next regular Board meeting or at a special meeting of the Board, but in no event later than sixty (60) days after the receipt of the petition, take the petitioned item up on the Board’s agenda. The Board shall give all members notice of the meeting, in accordance with Section 720.303(2), Florida Statutes. Each Member shall have the right to speak for three (3) minutes on each matter placed on the agenda by petition, provided that the Member signs the sign-up sheet, if one is provided, or submits a written request to speak prior to the meeting. Other than addressing the petitioned item at the meeting, the Board is not obligated to take any other action requested by the petition.
Section 5. Powers and Duties of the Board
5.1. All of the powers and duties of the Association shall be exercised by the Board. Such powers and duties of the Board shall include, but not be limited to, all powers and duties set forth in the Bella Collina Documents, as well as all of the powers and duties of a director of a corporation not for profit not inconsistent therewith.
5.2. The Association may employ a manager to perform any of the duties, powers or functions of the Association. Notwithstanding the foregoing, the Association may not delegate to the manager the power to conclusively determine whether the Association should make expenditures for capital additions or improvements chargeable against the Association funds. The members of the Board shall not be personally liable for any omission or improper exercise by the manager of any duty, power or function delegated to the manager by the Association.
Section 6. Late Fees
An Owner who fails to timely pay any Assessment shall be charged a late charge of One Hundred Dollars ($100) by the Association for such late Assessment. Owners shall be responsible to pay all legal fees (including, but not limited to, attorney and paralegal fees and court costs) incurred in connection with the collection of late Assessments whether or not an action at law to collect said Assessments and foreclose the Association’s lien has been commenced. The Board has authorized the following initial schedule of fees for such circumstances:
(a) One Hundred Fifty Dollars ($150) for a Claim of Lien plus recording costs and sending of Notice of Intention to Foreclose;
(b) One Hundred Dollars ($100) for a Satisfaction of Lien plus recording costs; and
(c) Any further action would require an hourly computation of attorney and/or paralegal time spent pursuing collection of such unpaid Assessments.
Section 7. Officers of the Association
7.1. Executive officers of the Association shall be the President, who shall be: Director, one or more Vice Presidents, a Treasurer and a Secretary, all of whom shall be elected annually by the Board. Any officer may be removed without cause from office by vote of the Directors at any meeting of the Board. The Board may, from time to time, elect such other officers and assistant officers and designate their powers and duties as the Board shall find to be required to manage the affairs of the Association. One person may hold any two offices simultaneously, except when the functions of such offices are incompatible, but no person shall hold the office of President and any of the following offices simultaneously: Vice President Secretary or Assistant Secretary.
7.2. The President shall be the chief executive officer of the Association. He shall have all of the powers and duties which are usually vested in the office of the President of an association or a corporation not for profit, including, but not limited to, the power to appoint such committees from among the Members at such times as he may, in his discretion, determine appropriate to assist in the conduct of the affairs of the Association. If in attendance, the President (“Chairman”) shall preside at all meetings of the Board and the Members; provided, however, that the President may appoint a substitute.
7.3. In the absence or disability of the President, a Vice President shall exercise the powers and perform the duties of the President. If there is more than one (1) Vice President, the Board shall designate which Vice President is to perform which duties. The Vice President(s) shall also generally assist the President and exercise such other powers and perform such other duties as shall be prescribed by the Board. In the event there shall be more than one Vice President elected by the Board, then they shall be designated “First,” “Second,” etc., and shall exercise the powers and perform the duties of the presidency in such order.
7.4. The Secretary shall keep the minutes of all meetings of the Board and the Members, which minutes shall be kept in a businesslike manner and be available for inspection by Members and Directors at all reasonable times. The Secretary shall have custody of the seal of the Association and affix the same to instruments requiring such seal when duly authorized and directed to do so. The Secretary shall be custodian for the corporate records of the Association, except those of the Treasurer, and shall perform all of the duties incident to the office of Secretary of the Association as may be required by the Board or the President. The Assistant Secretary, if any, shall perform the duties of the Secretary when the Secretary is absent and shall assist the Secretary under the supervision of the Secretary.
7.5. The Treasurer shall have custody of all of the monies of the Association, including funds, securities and evidences of indebtedness. The Treasurer shall keep the assessment ro1ls and accounts of the Members and shall keep the books of the Association in accordance with good accounting practices and he shall perform all of the duties incident to the office of the Treasurer. The Assistant Treasurer, if any, shall perform the duties of the Treasurer when the Treasurer is absent and shall assist the Treasurer under the supervision of the Treasurer.
7.6. The compensation, if any, of the officers and other employees of the Association shall be fixed by the Board. This provision shall not preclude the Board from hiring a Director as an employee of the Association or preclude contracting with a Director or a party
affiliated with a Director for the management or performance of contract services for all or any part of Bella Collina.
Section 8. Resignations
Any Director or officer may resign his post at any time by written resignation, delivered to the President or Secretary, which shall take effect upon its receipt unless a later date is specified in the resignation, in which event the resignation shall be effective from such date unless withdrawn. The acceptance of a resignation shall not be required to make it effective. The conveyance of all Lots owned by any Director or officer (other than appointees of Declarant) shall constitute a written resignation of such Director or officer.
Section 9. Accounting Records; Fiscal Management
9.1. The Association shall prepare an annual financial report within sixty (60) days after the close of the fiscal year. The financial report of the Association shall be prepared as follows:
(a) If the Association meets the criteria of this subparagraph the Association shall prepare or cause to be prepared a complete set of financial statements in accordance with Generally Accepted Accounting Principles. The financial statements shall be based upon the Association’s total annual revenues, as follows:
1. If the Association has total annual revenues of $100,000.00 or more, but less than $200,000.00, the Association shall prepare compiled financial statements.
2. If the Association has total annual revenues of at least $200,000.00, but less than $400,000.00, the Association shall prepare reviewed financial statements.
3. If the Association has total annual revenues of $400,000.00, or more, the Association shall prepare audited financial statements. The auditor of the Association’s financial statements shall be determined by a vote of the Board.
(b) If the Association meets the criteria of this paragraph the Association shall prepare or cause to be prepared a complete set of financial statements in accordance with the following provisions:
1. If the Association has total annual revenues of less than $100,000.00, the Association shall prepare a report of cash receipts and expenditures.
2. The report of cash receipts and expenditures must disclose the amount of receipts by accounts and receipt classifications and the amount of expenses by accounts and expense classifications, including, but not limited to, the following, as applicable: costs for security, professional, and management fees and expenses; taxes; costs for recreation facilities; expenses for refuse collection and utility services; expenses for lawn care; costs for building maintenance and repair; insurance costs; administration and salary expenses; and reserves if maintained by the association.
(c) If twenty percent (20%) of the total number of votes of the Members petition the Board for a level of financial reporting higher than that required by this Section 9, the Association shall duly notice and hold a meeting of Members within thirty (30) days of receipt of the petition for the purpose of voting on raising the level of reporting for that fiscal year. Upon approval of a majority of the number of votes of the Members, the Association shall prepare or cause to be prepared, shal1 amend the budget or adopt a Special Assessment to pay for the financial report regardless of any provision to the contrary in the governing documents, and shall provide within ninety (90) days of the meeting or the end of the fiscal year, whichever occurs later:
1. Compiled, reviewed, or audited financial statements, if the Association is otherwise required to prepare a report of cash receipts and expenditures;
2. Reviewed or audited financial statements, if the Association is otherwise required to prepare compiled financial statements; or
3. Audited financial statements if the Association is otherwise required to prepare reviewed financial statements.
(d) If approved by a majority of the Members present at a properly cal1ed meeting of the Association, the Association may prepare or cause to be prepared:
1. A report of cash receipts and expenditures in lieu of a compiled, reviewed, or audited financial statement;
2. A report of cash receipts and expenditures or a compiled financial statement in lieu of a reviewed or audited financial statement; or
3. A report of cash receipts and expenditures, a compiled financial statement, or a reviewed financial statement in lieu of an audited financial statement.
9.2 The Association’s accounting records shall be open to inspection by Members and Institutional Mortgagees or their respective authorized representatives at reasonable times. Such authorization as a representative of a Member must be in writing and signed by the person giving the authorization and dated within sixty ( 60) days of the date of the inspection. Such records shall include, but not be limited to: (i) a record of all receipts and expenditures; (ii) an account for each Lot within Bella Collina which shall designate the name and address of the owner thereof, the amount of Individual Lot Assessments and all other Assessments, if any, charged to the Lot, the amounts and due dates for payment of same, the amounts paid upon the account and the dates paid, and the balance due; (iii) any tax returns, financial statements and financial reports of the Association; and (iv) any other records that identify, measure, record or communicate financial information.
9.3. The Board shall adopt a Budget (as defined and provided for in the Declaration) of the anticipated Operating Expenses for each forthcoming calendar year (the fiscal year of the Association being the calendar year) at a special meeting of the Board (“Budget Meeting”) called for that purpose to be held during the month of November of the year preceding
the year to which the Budget applies. Notice of such special meeting of the Board, at which Assessments or Special Assessments will necessarily be considered or levied, shall be properly noticed to all Members in accordance with Section 720.303(2), Florida Statutes, which among other requirements requires fourteen (14) day written notice to the Members containing a statement regarding the nature of the Assessments or Special Assessments to be considered or Jevied. Prior to the Budget Meeting, a proposed Budget for the Operating Expenses shall be prepared by or on behalf of the Board. Within thirty (30) days after adoption of the Budget, a copy thereof shall be furnished to each Member, upon request, and each Owner shall be given notice of the Individual Lot Assessment applicable to his Lot(s). The copy of the Budget, if requested, shall be deemed furnished and the notice of the Individual Lot Assessment shall be deemed given upon its delivery or upon its being maiJed to the Owner shown on the records of the Association at his last known address as shown on the records of the Association. If a Neighborhood within Bella Collina is administered by a Neighborhood Association, the total anticipated Neighborhood Expense for the Neighborhood each calendar year shall be set forth in a budget prepared by the Board of the Neighborhood Association. If a Neighborhood is not administered by a Neighborhood Association, the total anticipated Neighborhood Expenses for the Neighborhood each calendar year shall be set forth in a budget prepared by the Board of the Association.
9.4. In administering the finances of the Association, the following procedures shall govern: (i) the fiscal year shall be the calendar year; (ii) any monies received by the Association in any calendar year may be used by the Association to pay expenses incurred in the same calendar year; (iii) there shall be apportioned between calendar years on a pro rata basis any expenses which are prepaid in any one calendar year for Operating Expenses and Neighborhood Expenses, if any, which cover more than such calendar year; (iv) Assessments shall be made quarterly in amounts no less than are required to provide funds in advance for payment of all of the antidpated current Operating Expenses and Neighborhood Expenses, if any, and for all unpaid Operating Expenses and Neighborhood Expenses, if any, previously incurred; and (v) items of Operating Expenses and Neighborhood Expenses, if any, incurred in a calendar year shall be charged against income for the same calendar year regardless of when the bill for such expenses is received. Notwithstanding the foregoing, the Assessments for Operating expenses and Neighborhood Expenses, if any, and any periodic installments thereof shall be of sufficient magnitude to ensure adequacy and availability of cash to meet all budgeted expenses in any calendar year as such expenses are incurred in accordance with the cash basis method of accounting.
9.5. Individual Lot Assessments and Neighborhood Assessments, if any, shall be payable as provided in the Declaration or any Supplemental Declaration.
9.6. No Board shall be required to anticipate revenue from Assessments or expend funds to pay for Operating Expenses or Neighborhood Expenses not budgeted or which shall exceed budgeted items, and no Board is required to engage in deficit spending. Should there exist any deficiency which results from there being greater Operating Expenses or Neighborhood Expense than monies from Assessments, then such deficits shall be carried into the next succeeding year’s Budget as a deficiency or shall be the subject of a Special Assessment
or an upward adjustment to the Individual Lot Assessment or Neighborhood Assessment, if applicable.
9.7. The depository of the Association shall be such bank or banks as shall be designated from time to time by the Board in which the monies of the Association shall be deposited. Withdrawal of monies from such account shall be only by checks signed by such persons as are authorized by the Board.
9.8. A report of the accounts of the Association shall be made annually by an accountant and a copy of the report shall be furnished to each Member who requests same in writing no later than the first day of April of the year following the year for which the report is made. The report shall be furnished deemed to be furnished to the Member upon its delivery or mailing to the Member at his last known address shown on the records of the Association.
Section 10. Rules and Regulations The Board may at any meeting of the Board consider and adopt rules and regulations or amend, modify, rescind, or revoke then existing rules and regulations for the operation of Bella Collina; provided, however, that such rules and regulations are not inconsistent with the terms or provisions of the Bella Collina Documents and that notice of any meeting of the Board at which rules regulating the use of the Committed Property will be considered, adopted, amended, modified, rescinded or revoked is provided to the Members in accordance with Section 720.303(2), Florida Statutes, which among other requirements requires fourteen (14) day written notice to the Members containing a statement concerning the nature of the proposed changes to the rules. Copies of any rules and regulations promulgated, amended or rescinded shall be mailed or delivered to all Members at the last known address for such Members as shown on the records of the Association at the time of such delivery or mailing and shall not take effect until forty-eight ( 48) hours after such delivery or mailing, or, in the event both forms of notification are used, whichever is later. Notwithstanding the foregoing, when rules and regulations are to regulate the use of a specific portion of the Association Property, same shall be conspicuously posted at such facility and such rules and regulations shall be effective immediately upon such posting. Care shall be taken to insure that posted rules and regulations are conspicuously displayed and easily readable and that posted signs or announcements are designed with a view toward protection from weather and the elements. Posted rules and regulations which are torn down or Jost shall be promptly replaced.
Section 11. Parliamentary Rules The then latest edition of Robert’s Rules of Order shall govern the conduct of all meetings of the Members and the Board; provided, however, if such rules of order are in conflict with any of the Bella Collina Documents, Robert’s Rules of Order shall yield to the provisions of such instrument.
Section 12. Roster of Owners
Each Owner shall file with the Association a copy of the deed or other document showing his ownership interest in Bella Collina. The Association shall maintain such information. The Association may rely on the accuracy of such information for all purposes until notified in writing of changes therein.
Section 13. Amendment of the Bylaws
13 .1. These Bylaws may be amended as hereinafter set forth in this Section 13.
13.2. After the Turnover Date, any Bylaw of the Association may be amended or repealed, and any new Bylaw of the Association may be adopted by either:
(a) a majority vote of the Members at any Annual Members’ Meeting or any special meeting of the Members called for that purpose or by majority action of the Members who have acted by the written response in lieu of a Meeting as permitted by these Bylaws; or
(b) by the affirmative vote of a majority of the Directors then in office at any regular meeting of the Board or at any special meeting of the Board called for that purpose or by written instrument signed by all of the Directors as is permitted by these Bylaws, provided that the Directors shall not have any authority to adopt, amend or repeal any Bylaw if such new Bylaw or such amendment or the repeal of a Bylaw would be inconsistent with any Bylaw previously adopted by the Members.
13.3. Notwithstanding any of the foregoing provisions of this Section 13 to the contrary, until the Turnover Date, all amendments or modifications to these Bylaws and adoption or repeal of Bylaws shall only be made by the action of the First Board as described in the Articles, which First Board shall have the power to amend, modify, adapt and repeal any Bylaws without the requirement of any consent, approval or vote of the Members.
13.4. Notwithstanding the foregoing provisions of this Section 13, there shall be no amendment to these Bylaws which shall abridge, amend or alter the rights of: (i) Declarant, without the prior written consent thereto by Declarant for so long as Declarant holds title to at least one (1) Lot; or (ii) any Institutional Mortgagee without the prior written consent of such Institutional Mortgagee.
13.5. Any instrument amending, modifying, repealing or adding Bylaws shall identify the particular section or sections affected and give the exact language of such modification, amendment or addition or of the provisions repealed. A copy of each such amendment, modification, repeal or addition attested to by the Secretary or Assistant Secretary of the Association shall be recorded amongst the Public Records of the County.
Section 14. Interpretation
In the case of any conflict between the Articles and these Bylaws, the Articles shall control; and in the case of any conflict between the Declaration and these Bylaws, the
The declaration shall control; and in the event of any conflict between the Articles and the Declaration, the Declaration shall control.