BELLA COLLINA PROPERTY OWNER’S ASSOCIATION, INC.
AMENDED AND RESTATED BYLAWS OF 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 threat 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 shaJI 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, 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 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 written response in lieu of a Meeting, as the case may be. The notice with respect to actions to be taken by 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 which 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 Co11ina 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) shaJl appoint an “Election Committee” consisting of three (3) Members to supervise the election, count and verify balJots, disqualify votes if such disqualification is justified under the circumstances and certify the results of the election to the Board. The Election Committee shall be able to determine questions within its jurisdiction by 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 sha11 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 ba11ot. 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 adjournment 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.