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 cal1ed 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 ]east 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 a]] 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 Jess 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.