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LEGAL APPROVAL RESOLUTION NO. ~9(-/~~ 1 4 A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF BOYNTON BEACH, FLORIDA; AUTHORIZING THE RELEASE OF A PERFORMANCE BOND HELD TO SECURE PERFORMANCE OF INFRASTRUCTURE IMPROVEMENTS FOR MARINER'S WAY, PROVIDING AN EFFECTIVE DATE. .. - 2 3 5 6 WHEREAS, the City commission of the City of Boynton Beach, 7 Florida, has considered the report of the city Administration 8 that all required improvements at the Mariner's Way are in place 9 and that release of the Performance Bond securing those 10 improvements is appropriate; and 11 NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE 12 CITY OF BOYNTON BEACH, FLORIDA, THAT: section 1. The City of Boynton Beach, Florida hereby 13 14 authorizes the release of the Performance Bond dated February 14, 15 1986 from First Oxford Development corporation as Principal and 16 Southeastern Casualty & Indemnity Ins. Co. to the City of Boynton 17 Beach, a copy of which is attached hereto as Exhibit "A". Section 2. This Resolution shall take effect immediately 18 19 upon passage. 20 PASSED AND ADOPTED BY THE CITY COMMISSION OF THE CITY ,:iF 21 BOYNTON BEACH, FLORIDA THIS ~a DAY OF /fuaL/Sr , 1991. 22 CITY OF BOYNTON BEACH, FLORIDA 28 ~U!J~) May~ .- / 4// , '--'~;~/-t#A'/ . /.r-/1-i&'~4' O?~v- --:c ~ V./ , Vic~Mayo; ,~ y/~. r'-' ~~~~~~~~ / (.l,LIL-2 '. . " /., ,..~,/ ...-~/, ./ / ;-::,.O/It C commissioner 23 24 25 26 27 / "-! --r- '-:,.,. ./J? r./~-- J ' 29 30 commissioner 31 ATTES'l: rt:A.'"I.M_XLOk..~-,~ ~ CITY CLERK 32 33 (CORPORATE SEAL) 34 JAC/lms A:B/O&R/RES08 ... ~-,",\~.,,..,.. 1'- j~. :~ . I, >< . 1,. t1" EXHIBIT "A" Mariner's Way Association, Inc. 1986 Budget I. Income: Monthly Annually Association Fees ($50 X 32 Units) $1,600.00 $19,200.00 Totals: $1,600.00 $19,200;00 II. Costs: Monthly Annually Electrical 200.00 2,400.00 Water/Sewage 100.00 1,200.00 Landscaping/Lawn Maintenance 300.00 3,600.00 Security 500.00 6,000.00 Recreation Area/Pool 150.00 1,800.00 Docks 50.00 600.00 Legal/Accounting 50.00 600.00 Insurance 100.00 1,200.00 Administrative 100.00 1,200.00 Contigency/Reserve 50.00 600.00 Total: $1,600.00 $19,200.00 -' MARINER'S WAY DECLARATION OF RESTRICTIONS r r- --f U1 N .- N .D 00 N .. - - ~ U') .... (..) C) c.o CD 22 DEaARATIOO OF' RESTRICl'IOOS OF PREPARED BY, MICHAEL M, LlSTlcK ESQ USnCK & STEINER 'p ^ . 616 E. A TUNT!C AvE . DELRA Y BEACH, FLA. 33444 vi MARINER I S WAY WHEREAS, FIRST OXFORD DE.VEIDPMENl' <XMPANY, a Florida corporation (hereinafter called "DE.VEIDPER") , is the owner of those certain lands located in Palm Beach County, Florida, m:>re particularly described in :Exhibit "A" attached hereto, and WHERFAS, DE.VEIDPER desires to construct upon said land certain buildings consisting of separate residential units connected by CCIl'Il"On walls (i.e. party walls), and WHEREAS, DE.VEIDPER desires to create a residential canplex consisting of the various residential units and appJrtenances and amenities and to provide for the preservation and enhancement of the oanplex as well as the residential units. N:M, '.I'HEREroRE, t'~"T OXFORD DE.VEIDPMENl' <XMPANY, a Florida corporation, the owner of those certain lands in Palm Beach County, Flori~, IIDre particularly described in Exhibit "A" a~tached hereto, does , .-\ f,\ r~\\}j hereby set forth covenants, restrictions, reservations and servitudes, to ,~ .' be applicable and impressed upon said lands, known or to be known as .\ '.1' Ul o --f o ~ 0- m o U1 CD .. MARINER' SWAY, as set forth hereinbelc::.M: 1. DEFINITIONS. As used in this Declaration of Restrictions the follc::.Ming words have the follc::.Ming meanings: A. ASSOCIATION means MARINER'S WAY ASSOCIATION, INC., a Florida corporation not-for-profit, its successors or assigns, the Certificate of Incorporation and By-Iaws of which are attached hereto, marked Exhibit "B" and Exhibit "en, respectively, and nade a part hereof. B. BOARD means the Board of Directors of the ASSOCIATION. c. DEVE!DPER means FIRST OXFORD DEVEIDPMENl' a:MPANY, a Florida corporation, its successors or assigns. D. I.J:Jr means a lot as shown on the Plat of MARINER'S WAY, as recorded in Plat Book 52, Page 193 of the Public Records of Palm Beach County, Florida, a copy of which is attached hereto as Site Plan -D.l- .JJ o ...... o a.... a- f'Tl o LJ"l CO '. Schedule, Schedule One; rm shall also mean any lot sha.rm (Xl any future replat or resubdivisioo of the property pursuant to said site plan which is shatm to be a lot on any amendment to the Decl<:tration or any portioo of the PROJEX:T ARPA. E. rm ~ or 0iNER means the holder or holders of the fee s~le title to a rm as herein defined. F. PERSCN means a person, firm, associatioo, trust or CX)rporatioo. G. PROJEX:'l' ARPA means the land described 00 Exhibit "A". H. SUBDIVISIOO also means the lands described in Exhibit "A". I. REX:REATION ARFA means the portion of the PIlOJEX:T ARFA ( if any) (Xl which DEVEIDPER designates as a REX:REATIOO ARFA on Schedule One hereto in any recorded plat of the PIlOJEX:T ARFA or in any document executed by DE.VEIDPER and recorded in the Public Records. J. INSTITOTIONAL IDIDER shall mean any bank, insurance canpany, federal or state savin:Js and loan associatioo, savings and loan CX)rporation, real estate investment trust or credit union, FNMA, GNMA, FHA, Pm.M:, or any entity CCiUaOOaly known as a secondary ~e Market :u!nder having a first nmtgage lien upon any lot even if it acquired and holds title thereto as a result of ~oreclosure of any such IlDrtgage lien or by deed. in lieu of foreclosure. INSTITOTIONAL tamER also includes any holder of a IlDrtgage given by DEVEIDPER, whether or not said holder is included in the definition in the foregoing sentence. Further, as to any IlDrtgage held by DE.VEIDPER on a portion of the PROJEX:T ARFA, DE.VEIDPER shall be deemed to be an INSTI'l'l11'IONAL :raIDER. K. PARKIN:; SPACE means those l:nlmotl areas provided by DEVEIDPER for parking of IlDtor vehicles. On-street parking is prohibited. L. SJ:l<t;t;l~ means those plblic or private driveways and/or streets which are indicated on the above referenced Site Plan Schedule, and which are intended for CCIlIOOn use. M. a::HI)N ARFA shall include all portions of the PROJEX::T ARFA, other than (1) arm, (2) land under a residential unit. N. CANAL FASEMENI' means any portion of the SUBDIVISlOO shatm as a canal or sul::merged waterway access, on any recorded plat of the SUBDIVISION . -D.2- r- o ~ o 0- cr- fTl o Ln Q) o. '!be use of any gender is d~ to include all genders, the use of the singular includes the plural, and the use of the plural includes the singular. 2. RESIDPNrIAL USE. All ID.rS in the SUBDIVISION are restricted to the use of a single family or single-family household unit, and the appurtenant servants and guests. Only ooe residence building may be blilt on one IJ:Jr and nobody is to. reside in a trailer or vehicle. No accessory buildi.ngs may be erected, except u.&wiO(uy-used blildings controlled by the ASSOCIATION. Ca1structioo and sales sheds or trailers may be placed on a 'IJ:Jr and remain there tenporarily during the course of construction and sales by DEVEIDPER (or a successor to O!.VEIDPER), otherwise, no portable buildings or trailers may be placed 00 a IJJr. No buil.ding shall be enlarged by additions thereto or portions enclosed unless and until plans for such 'A1Ork shall have been approved in writing by the ASSOCIATION, which approval shall be at the sole discretion of the ASSOCIATION. Nothing oontained herein shall prevent the construction of adjoining multiple-family residential units which are divided by and share a u.&luiOa party wall located on (or ~oximately 00) a IJ:Jr boundary line. No blilding shall exceed thirty (30) feet in height measured fran the crown of the road or S'1'~1' upon which such blilding fronts. 3. 00 TRADE, BUSINESS OR PROFE5SION, EID::. No trade, l:usiness, professioo or any other type of cxmnercial activity shall be carried on upon any IJ:Jr other than the sale of portions of the SUBDIVISION by DE.VEIDPER. 4. LAWNS, IANDSCAPDG, ~, ~, CU71'HES POLES, HURRICANE SBt1l'rERS, P~. All portions of a IJ:Jr not occupied by a building, patio, atrium, walkway, pavement, PARKnG SPACE, or permanent structure shall be grassed and kept as a lawn or landscaping. No fences, hedges, trees, shrubbery, or other foms of landscaping shall be installed or maintained unless the same shall have been first approved in writing by the ~, which approval may be arbitrarily withheld. Outdoor clothes drying is prohibited, except where not within the view of the public or other IDl'S. All garbage and trash containers and oil and gas tanks ItUlSt be placed and maintained as to render the contents thereof hidden fran view fran adjoining properties. All hurricane shutters shall be of a type -D.3- 00 o -i o Cl- a- m o U1 CX) approVed by the alARD, and no stich shutters shall be installed unless the same shall be a type approved by the alARD. No sign of any nature whatsoever shall be erected or displayed within the SUBDIVISIOO except where express written approval of the size, shape, amtent and location thereof has been first obtained fran the ~, which approval my be arbitrarily withheld. 5. RESERVATICNS R:lR !AWN, SPRINKLER SYSTEM AND EXTERIOR BUIID~ ~, ETC. A. Sprinkler System. ~ ASSCX:IATIOO may operate, maintain, repair and alter a fresh 'llater sprinkler system constructed over , through and upon portions of the SOBDIVISIOO (including b.1t not limited reasonable cost of all required maintenance, alteration and. repairs to that portion of said sprinkler system lying within and upon a portion of an CHmR' S IJ::Ir, upon which a residence is not located. B. Iawn Maintenance and Spraying. '!he ASSCX:IATION shall naintain and care for all lawns, trees and shrubbery wi thin the portions of the SUBDIVISICN which are wrs, REX::RFATION ARFA (if any) and/or CXMwI::N ARFA. Accordingly, there is hereby reserved in favor of the ,ASSCX:IATICN the right to enter over, through and upon any such portions of the SUBDIVISICN for the purpose of maintaining and caring for the lawns, shrubbery and trees located thereon. E'ach CMNER of a IJ::Ir in the SUBDIVISION is hereby made liable to the ASSCX:IATION for a prorata share, as hereinafter set forth, of the reasonable cost of all such maintenance and care fran tine to time, performed by the ASSCX:IATION . "Maintenance and care" wi thin the neaning of this -D.4- form of shrubbery, b1shes, flowers, trees, etc., (Xl portiCX1S of IOrS not occupied by the residence, at a IDr eRma'S expense, provided that it is agreed that such cq::proval can be revoked by the Jnl\RI) at any time and for any reason and provided that said planting and landscaping does not interfere with or oonflict with the maintenance and landscaping done by the ASSOCIATION. c. Seawall and Exterior aulding Maintenance and Repair. Except as limited herein, the exterior of all residential b1ildings, ~CN ARFA (if any) iuprovements, walls and 'fences in the SUBDIVISICN and all seawalls, boat docks and l:W.kheads shall be maintained and repaired on a periodic basis by the ASSOCIATICN. '!here is hereby reserved in favor of the ASSOCIATION the right to enter. upon all of the portions of the SUBDIVISICN, including residential mildings, for the purpose of conducting a periodic program of exterior painting and seawall or dock repair, which shall include, mt shall not be limited to, repainting of exterior walls, shutters, fences, trim~ a- o ~ o 0- rT m o t.n m gutters, eaves, downspouts, roofs, or any portion of the foregoing, as well as caulking and rebuilding seawalls and boat docks. '!he repainting, maintenance and repair of doors, windows and roofs are the primary responsibli ty of the respective !Dr CMNERS, l1ar.eTer, should a -D.5- I.J:Jr CMNER fail to perfonn this obligation to the same standard as the quality of the SUBDIVISION, then ASSOCIATION shall have the right to enter the I.J:Jr and charge the I.J:Jr CMNER with the cost of same, with lien rights as described herein. 'D1e times when such uaintenance and repair shall be perfoJ:IDed and the extent thereof shall be deteanined by the E()ARD in its sole discretion. '!he CHmR of each IJ:Jr on which there is a oc:apleted residence is hereby made liable to the ASSOCIATICN for a prorata share, as hereinafter set forth, of the reasonable cost of the OODduct of such periodic llI!li.ntenance and repair fran time to time performed by the ASSOCIATION. '!he ASSOCIATION shall not be responsible for repairing or replacing a 1::uilding or structure which in the B)ARI)' S opinion shall have been destroyed, nor shall the ASSOCIATICN be responsible for: (1) repairs beneath the exterior surfaces of blildings, (2) air-caXiitioning systems for residential buildings, (3 ) the CIiNER rather than the ASSOCIATION shall be responsible to repair and maintain that portion of the water, sewer and electrical systems which are utilized only by said CMNER and located between the residence and the point of connection to the ~ooly-used laterals (including o -t --t o ~ cr ", o Lfl CD individual meters, if any), (4) roof repairs, all such repairs being the responsibility of the IDr CMNER. No alteration, m:Xlification or construction to any residential 1::uilding on any I.J:Jr shall be nade without the written consent of the ASSOCIATION, which consent may be arbitarily withheld. D. Streets and Private Read and Driveways. Except to the extent dedications are made to the public and/or public agencies shall have an obligation, the ASSOCIATION shall be responsible for the maintenance and repair of all STREETS, sidewalks and driveways, PARKnG SPACES, REX:REATION AREA ( if any), sul::merged area of a CANAL FAS!MENl' and seawalls and boat docks, and the ~ AREA, and there is hereby reserved in favor of the ASSOCIATION the right to enter upon said lards for such purposes. '!he ~ of all IDTS in the SUBDIVISION are hereby made liable to the ASSOCIATION for a prorata share as hereinafter set forth, of the reasonable cost of all such maintenance and repair. E. Insurance en the <DH)N AREA and REX:REATION AREA (if any). -D.6- 'D1e ASSOCIATIOO shall plrchase insurance policies (except ti tie insurance) upon the a:HDl ARFA, REOmATIOO ARFA (if any), PARIUm ARFA and ~.L~.L~ (private and public) and the named insured shall be the ASSOCIATION, individually and as agent for the IDr 0iNERS, without naming them and their IlDrtgagees. Insurance (Xl decks and seawals shall be purchased CX1ly as the ~ shall determine the same to be necessary . Such policies shall provide that payments for losses thereunder by the insurer shall be 118de to the ASSOCIATIOO and all policies and endorsements shall be deposited with the ASSOCIATIOO. IDr <liNERS shall obtain insurance c::overage at their own expense upon their own residential b1ildinq, upon their IDr, their party wall, and upon their own personal property and for their personal. liability and living expense. '!be B)ARD shall determine annually the extent of insurance coverage to be purchased by the ASSOCIATION, which coverage shall afford protection against vamalism and malicious mischief, public liability in such ancunts and with such coverage as shall be required by the B)ARD, including hired autalCbile and nonowner autalDbile coverages, wi th cross-liability endorsements to cover liabili ties of IDr CHmRS as a group to a IDr aiNER1 workmen's ~ti(Xl to meet the requirements of' law, direqtor's liability insurance, and such other insurance as the ~ shall determine fran time to time. Praniums upon insurance policies purchased by the ASSOCIATIOO shall be paid by the CR1ERS of ID1'S and each <l4NER of a IDr is hereby 118de liable to the -4 -4 .... o Q.. a- CT') o Ln Q:) ASSOCIATIOO for a prorata share, as hereinafter set forth, of the cost of all insurance. 'D1e B:lARD may assess the CliNER of each IDr equally to provide sufficient funds to ~lete any necessary reconstruction and repair 1 and each CHmR of a IDr is hereby made liable to the ASSOCIATION for any such assessment. Provided, however, that any IDr CHmR who damages any ~lW;)&llY-used inprovements in the SUBDIVISION may be charged for the repair of same even though ASSOCIATION shall have the right to contract for the repair. F. AnY area for 0CI1mXl use shall be subject to the control, direction and operation of ASSOCIATION and all costs shall be paid by the IDr 0iNEBS in their prorata share, as hereinafter set forth. G. Capital Improvements. After the initial improvements are -D.7- provided by DE.VEIDPER, funds necessary for capital ~ts relating to aMtJN AREAS, PARKIN:; SPACES, REX:RFATIOO ARFA ( if any), S.r1<J:sl!i~$, sidewalks, docks and seawalls, etc., may be levied by the ASSOCIATION as special assessments. Each r.or CHmR is hereby made liable to pay his prorata share, as defined hereinafter, of such special assessments. H. Public Utility ~~ts. An easement is hereby reserved in, to, over, upon and across each and every portion of the SUBDIVISICN, including I.Ol'S, ~ ARFA, S~~S, REX:RFATICN ARFA (if any), CANAL F.ASEM!NT, PARKIN:; SPACES, and party walls, for the purpose of constructing and maint.ai.ning thereupon such facilities as may. be necessary to furnish public utilities to any tu.t.ldings or other iDprovements erected .upon any r.or, ~ ARFA, RB:RFATICN ARfA (if any) or PARlCnG SPACE, and to such inprovements as my be constructed and naintained frail time to time thereon. PR)Il]J)ID, 1DmVER, that said utility lines and _ins shall not be installed wi thin any r.or so as to interfere with the construction of any private dwelling or improvements thereon . I. COtm::x1 walls. '!he ~'.'Il.-.n walls shared by r.or CMNERS and located in the vicinity of the r.or boondary line shall be party walls for the perpetual benefit of and use by the r.or aiNER, including his heirs, assigns, successors and grantees, of each such residential unit. In the event of damage or destruction of the party walls fran any cause whatsoever, other than the negligence or willful misconduct of only one of the r.or C'NmRS, the r.or <HmRS using the party wall shall, at their joint expense, repair and rebuild said wall (s) and each wr aiNER shall have the right to full use as herein contained of said wall(s) repaired or rebuilt. In the event it shall becaDe necessary or desirable to perform maintenance upon the whole or any part of the party walls, such expense shall be shared equally by the IJ:1r aiNERS of N -f -f o a... a- f'Tl o Ltl CD the adjoining units or their successors in ti tie. Whenever any such wall or any part thereof shall be rebuilt, it shall be erected in the same manner and at the same location where it shall initially be constructed, and shall be of the same size and. of the same or similar materials and. of equal quality. Provided, that if such mintenance, -D. 8- repair or construction is brought about solely by the neglect or the willful misconduct of one (l) r.m CRmR, any expense incidental thereto shall be borne solely by such wrongdoer. If a r.m CRmR shall refuse to pay his share (part or all of such cost in the case of negligence or willful misconduct), any other r.m CRmR or the ASSOCIATION may have such wall repaired or reconstructed am shall be entitled to a lien en the r.m of the r.m CRmR so failing to pay for the anomt of such defaulting IJ::Ir <HmR' S share of the repair or replacement. If a IJ::Ir <HmR shall give, or shall have given, a IIDrt.gaqe or ~aqes upon his unit, then the IIDrtgagee shall have the full right at his option to exercise the rights of his IIDrtgagor as an CHmR hereunder am, in addition, the right to add to the outstanding balance of such ucrtga.qe any aJDJUnts paid by the ucrtga.qee for repairs hereunder am not reimb1rsed to said IIDrtgaqee by the r.m <ltiERS. If a IJ::Ir CHmR shall cease to use the wall as a party wall, he shall be deemed to have abandoned all rights thereto, and the wall shall LecClue the property of the adjacent IJ::Ir CNmR who shall have an ~~t upon the land under the wall so long as the wall shall be used by him. Any IJ::Ir <liNER rem::wing his iDprovements fran the party wall or making use of the party wall shall do so in such lIBMer as to preserve all right of the adjacent IJ::Ir <HmR in the wall, and shall save the adjacent IJ::Ir CRmR harmless fran all damage caused thereby to iDprovements then existing. In the event repairs or reconstruction shall be necessary, all necessary entries on the adjacent IJ::Ir shall not be deemed a trespass so long as the repairs and reconstruction shall be done in a workmanline manner, am consent is hereby given to enter on the adjacent IJ::Ir am residence thereon to effect necessary repairs am reconstruction. '!he CRmR of any IJ::Ir sharing a party wall with the adjoining IJ::Ir CNmR shall not possess the right to cut wind<:7tlS or other openings in the party wall, nor make any alterations, additions or structural f"1 .... .... C 0- a- m o LI1 CD changes in the party wall. '!he CRmR of any !Dr shall have the right to full use of said party walls for whatever purposes he chooses to E!l1ploy subject to the limitation that such use shall not infringe on the rights of the <:liNER of an adjoining unit or his enjoyment of said walls or in any manner -D.9- remain a p!lrty wall for the perpetual use and benefit of the respective OWNERS thereof, their heirs, assigns, suecessors and grantees, said IDTS being conveyed subject to this condition, and this condition shall be construed to be a covenant running with the land. J. Mariner's way Association, Inc. In the event any recorded plat en~sing the SUBDIVISIOO shall require Mariner's way Association, Ine. to act as an owner's association to aintain -~ts, water areas, drainage areas, green areas, swales, S'lREETS, roads, entranceways and the like, Mariner's way Association, Ine. shall Wldertake all such activities, if any are established, fran tiIre to tiIre. Said ASSOCIATIOO shall specifically undertake to perform any such obligations set forth on any plat of the SUBDIVISION which are ~ by Palm Beach County, Florida, or the City of Boynton Beach, Florida, and 00 change, alteration or abrogation of said obligations shall be made without the consent of said governmental agency. Each IDr CX4NER shall be liable to p!ly his prorata share of any reasonable expenses of ASSOCIATION with respect to said obligations and in the event the ASSOCIATIOO shall be dissolved, each IDr CX4NER shall continue to be responsible for his prorata share of said expenses until such awropriate qovernmental agency shall agree to the contrary. K. ('.nnTI)rUty Standards. All portions of any IDr, b1i.1ding exterior, or other item in the PROJ1!X:T ARFA which is to be maintained, repaired or kept at the expense of the individual IDr 0iNER shall be so maintained, repaired and kept to the same quality as the rest of the SUBDIVISION to avoid unsightliness, loss of value and i.Irq;>a.inoent of use as to the individual I1:1r CHmR and other I1:1r aiNERS. In the event a I1:1r CX4NER shall fail or refuse to aintain, rep!lir or keep his IDr or any improvements thereon in accordance wi th the standards of the :t- .... .... o ~ a- m o Ln aJ camunity described herein, the ASSOCIATION (acting through the OOARI)) shall have the right to enter upon the r.m and correct the concH tion, wi th the cost thereof being assessed and charged as a lien against said I1:1r in the manner described herein. L. CamDn utility Service. In the event govermnental -D. 10- authorities or utility service crwrpnies shall proV'ide water, electricity, sewer, trash, garbage or other services for private residential use, l::ut the billing and metering of same shall be in \o'U&uon with other UJr CMNERS, the ClOSt of such item and payment of the 1lI.1ltiple-unit bill shall be shared equitably by the UJr CliNERS included in said bill, and payment of said bill shall be determined on an Requitable estimated basisR. '!he bills shall be forwarded to the ASSOCIATICN which shall collect fran each CIiNER included in that bill, an -equitable estimated portionR of any deposit or use charges. '!be Requitable estimated portionR shall be determined by obtaining (fran time, to time as the ASSOCIATICN shall deem reasonable, rot not necessarily JlI)re often than annually) an approximate estimate of typical usage for each size and type of residence sharing a particular meter or included in said bill (presuming normal year-round occupancy for each unit type regardless of the actual time of occupying or actual nurnl:)Ar of oc:c:upapts). Fach UJr CRmR sharing a meter or O:-lI','.rxlly included in a bill shall pay his prO{X)rtionate share of each such bill and deposit based 00 his type of unit's proportionate share of estimated typical usage CXDpared to that of all units included in such bill. '!he ASSOCIATICN shall collect each UJr CMNER'S share of ~ bills as an addi tioo to assesllllNl'l'1ts and shall have the right to a lien against a delinquent IDr CIiNER as described herein. as to any assessnvent. 'lhe proV'isioos of this paragraph shall not apply to items which are separately metered or charged ooly to the one unit rot applies only to individual unit usage which are metered or billed with other units. 6. ASSOCIATICN MEMBERSHIP. A. Each UJr CMNER shall autaDatically becane a member of the ASSOCIATICN upon acquiring record title to any wr. In addition, the D!.VEIDPER or any successor to DE.VEI.OPER' S title, as record owner of Ln -I -I o .:L- a- m o Ltl m IDl'S, shall be deemed to own that number of memberships which is equal to the number of its IDl'S. said membership shall be appurtenant to and may not be separated fran ownership of any UJr. When mre than one person holds an interest in any IDr all such persons shall be members, ~, there shall be ooly one vote for each wr, said vote to be -D .11- exercised as' they am:X19 themselves deteJ:mine, as evidenced by a certificate signed by all the record amers designating which member shall be entitled to vote for said IDr. In the event such a certificate is not on file with the ASSOCIATION, no vote for said IDr shall be cast. Anything to the contrary notwithstanding, any IDr amed jointly by husband and wife my exercise the vote without a certificate so long as the ASSOCIATION has not been advised by either spouse to the contrary . Merobership in the ASSOCIATION shall also include such other persons hereinafter declared by the DEVEIDPER to be meniJers, subject to the same rights and obligatiCX1S as herein set forth: (1) Class A. Class A IDelJIi)ers shall consist of all the members declared to be members, as hereinabove provided, excepting the DEVEIDPER. (2) Class B. 'lhe Class B member shall be the DEVEIDPER, its successors or assigns. So long as there shall be a Class B ~r, said member shall have' the exclusive power to elect the directors, which directors shall exercise all the powers of the ASSOCIATION. 'lhe Class B membership shall cease and all powers and duties of the ASSOCIATION shall be exercised by the Class A members upon the haR;leOing of either of the follc::Ming events, whichever first occurs: (a) ~r 31, 19927 (b) Upon filing in the Public Records of Palm Beach COOnty, Florida, of a resignation of the Class B member fran membership 7 (c) Wi thin me hundred eighty (180) days after the DE.VEIDPER has CClt'pleted construction of all proposed units in the PROJECT ARFA, and sold all units. 7. LIEN IN FAVOR OF THE ASSOCIATION. 'lhe ASSOCIATION shall have a lien on each IDr in the SUBDIVISION for any unpaid assessment made by the ..D ASSOCIATION for the plrpOSe of permitting the ASSOCIATION to perform the ..... -t several services arid obligations conferred upon it hereunder or to maintain C c.. oamuni ty standards described in Paragraph 5-K or any other obligation, a- m including, oo.t not limited to, Paragraphs 5-A, B, C, D, E, F, G, I, J or L, o U1 and Paragraph 25. Said lien shall also secure reasonable attorney's fees aJ -D.12- r- -t -t o CL a- m o LJ') co incurred by the ~ON incident to the collectioo of said unpaid assessment or enforcement of such lien (including appeals). SUch lien shall be effective fran and after the time of recording in the Public Records of Palm Beach County, Florida, of a claim of lien stating the description of the r.or, the naue of the record owner, the ano.mt due and date when due, and the lien shalloontinue in effect until all sums secured by the lien shall have been fully paid. SUch liens shall bear interest at the rate of eighteen percent (18%) per annum fran date of recording until -paid. Except for interest and attorney's fees incident to collection and enforcement, such claims of lien shall include cnly the unpaid assessments which are due and payable to the ~CN when the claim of lien is recorded. Upon full payment, the r.or CRmR shall be entitled to a recordable satisfaction of lien. All such liens shall be subordinate to the lien of a DDrtgage or other lien of an INSTrIUl'I~ LEN:>ER recorded prior to the time of recording of the clcdm of lien, and in the event the holder of a prior iNsTrruTICNAL tEN)ER'S DDrtqaqe or lien shall accept and record a deed in lieu of foreclosure, the recording of said deed in lieu of foreclosure or Certificate of Title shall operate to release the ~CN' S subordinate claim of lien. Such liens my be foreclosed by suit brought in the naue of the ~CN in like mumer as a foreclosure of a DDrtgage <Xl real property. In any such foreclosure the r.or CRmR shall be required to pay a reasooable rental for the r.or, and the ~CN shall be entitled to the appointment of a receiver to collect the sane or' protect the ASSOCIATION'S interest. 8. CXNl'INUATION OF LIEN. Fach r.or shall be subject to the obligations and liens set forth in this Declaration of Restrictions so long as this Declaration of Restrictions shall remain in effect, even though the improvements thereon my be destroyed by any cause. 9. PRORATA SHARE DEFINED. In order that all buildings, structures, and improvements within the SUBDIVISION my be mintained to an equally high degree by one organization, and in order that the cost of such mintenance my be kept low through bulk contracting, the ASSOCIATION has been incorporated to provide naintenance services for those ID'l'S, <nM:)N ARFAS, PARKIN:; SPACES, REX:RFATION AREA ( if any) , easements, CANAL -D.13- 00 -t -i C a... a- m o L/l eX) FASEMENl'S, ::;'U'(l!iti.l'S, and the like. '!he prorata share of each UJr is the fraction obtained by making nonen the numerator and the number of ID1'S upon which there is a constructed residence thereon, as the denaninator. '!he obligatioo to pay a prorata share shall u.uu.eace as of the day of the closing of the sale of the first Il1r by DEVEWPER with a constructed residence thereon, however, DEVEWPER shall have the right to waive the obligatioo for the first sixty (60) days after closing of the first residence. DEVEIOPER reserves the right not to construct a residence on each I!'f, thereby reducing the number of wr ~ paying a prorata share. OE.VEIDPER (or any successor to OE.VEWPER) shall not be charged a prorata share for ID1'S until there is a c::::cnpleted constructed residence thereon, except that DE.VEI.DPER aqrees that sixty (60) days after the first unit is sold and closed, if there are not yet four (4) IDl'S paying a prorata share, m.vEtDPER shall 00 a Dalth-to-m:x1th basis oontriblte to the ASSOCIATIOO an anomt for each vacant wr CM1ed by DE.VEI.DPER equal to ooe-tenth (1/10) of the anomt paid by a wr CIiNER with a constructed residence. DE.VEI.DPER shall have the right to increase the number of wrs by filing an Amendment to add all or a partioo of adjoining lands to the PROJB:T ARFA. 10. The undivided RESTRIcrIOO CN 'mANSFER OF FRACTIOOAL nrJ:~"T. fractional interest in the ASSOCIATIOO, REX::REATIOO ARFA (if any), CDH>N ARFA, and the like held by each wr CRmR shall be transferable only in connection with the transfer" of each such <liNER'S wr. No leasehold interest in said REX::REATIOO ARFA (if any), CXJM::N ARFA and the like nay be ' acquired separate and apart fran a . transaction by which a PERSON shall acquire the entire fee interest in a wr. No I1Dre than such fractional interest my be held with respect to the fee ownership of one wr. The transfer of a wr by an instrument which fails to make reference to that UJr'S undivided fractional interest in said area shall be effective to transfer said undivided interest. 11. FASEMENl'S IN FAVOR OF UJr CRmRS. Fasements of ingress and egress are hereby iIrpressed over, through and upon the a::J.H)N AREAS, RECREATION ARFA (if any), easements, STREE:l'S, walkways and driveways, as laid out fran time to time for ingress and egress for pedestrian and vehicular traffic for use in CuluUl with all members, UJr CNmRS, including their tenants, agents, servants or invitees. 'Ibis shall also include easements for navigation in the sul:merged lands in the ~ ARFA and CANAL FASEMENl'S. -D.l4- cr -4 -t C 0- cr m o U1 a::l 12. R!STRICrION ON 'DUmSFER. OF IMP10lED wrs. In order to maintain a OOTfI1I11\ity of congenial residents who are financially responsible and thus protect the value of IDl'S, the transfer of wrs by any eHlER other than DE.VEWPER shall be subject to the following provisions, which provisions each IJ:1r eHlER cxwenants to observe: A. Transfer SUbject to Approval. (1) Sale or tease. No IJ:1r eHlER may dispose of a IJ:1r or any interest therein by sale or lease without approval of the ASSOCIATION except to another IJ:1r eHlER. (2) Gift, Devise or Inheritance. If any IJ:1r (JqNER shall acquire his title by gift, devise or inheritance, the continuance of his ownership of his IJ:1r shall be subject to the approval of the ASSOCIATION. (3) Other Transfers. If any IJ:1r CJiNER shall acquire his title by a manner not heretofore considered in the foregoing subparagraphs, the continuance of his ownership of his IJ:1r shall be subject to the approval of the ASSOCIATION. B. AI;:proval by ASSOCIATION. '!he approval of the ASSOCIATIOO which is required for the transfer of ownership of wrs shall be obtained in the following manner: (1) Notice to ASSOCIATION. (a) sale. A IJ:1r eHlER intending to make a bona fide sale of his IJ:1r or any interest therein shall give the ASSOCIATION notice of such intention, together with the name and address of the intended plrchaser and such other infor:matioo ooncerning the intended plrchaser as the ASSOCIATION may reasonably require. Such notice at the IJ:1r <HmR I S option may include a demand by the improved IJ:1r aiNER that the ASSOCIATION furnish a plrchaser, if the proposed plrchaser is not approved 7 and if such demand is made the notice shall be accc::apmied by an executed copy of the proposed contract to sell. (b) Lease. A I.I:1r <HmR intending to make a bona fide lease of his IJ:1r or any interest therein shall give to the -D. 15- ASSOCIATIOO notice of such intention, together with the name and address of the intended lessee, such other information concerning the intended lessee as the ASSOCIATIOO uay reasonably require, and an executed copy of the proposed lease. (c) Gift, Devise or InheritanceJ Other Transfers. A rJ:Jr CMmR who has obtained his ti tle by gift, devise or inheritance, or by any other manner not heretofore considered, shall give to the ASSOCIATIOO notice of the acquiring of his title together with such information concerninq the rJ:Jr CMNER as the ASSOCIATIOO uay reasonably require, and a certified copy of the instrument evidenCing' CliNER IS title. (d) Failure to Give Notice. 'If the notice to the ASSOCIATIOO herein required is not given, then any time after receiving knowledge of a transaction or event transferring' ownership or possession of any IJ:Jr, the ASSOCIATIOO at its election and without notice, uay approve or diSClR?rove the transaction or ownership. If the ASSOCIATIOO disapproves the transaction or ownership, the ASSOCIATIOO shall proceed as if it had received the required notice on the date of such diSClR?roval. ( 2 ) Certificate of Al;:proval. (a) Sale. If the proposed transaction is a sale, then wi thin thirty (30) days after receipt of such notice and o nJ -i C Q.. a- m o Lll CD information the ASSOCIATION 1tIlSt either approve or disapprove the proposed transaction. If approved, the approval shall be stated in a certificate executed by the President or Secretary in recordable form and shall be delivered to the purchaser and shall be recorded in the Public Records of Palm Beach County, Florida, at the expense of the purchaser. (b) Lease. If the proposed transaction is a lease, then wi thin thirty (30) days after receipt of such notice and -D. 16- . . ai. '* .. .. aL, " ~ S . ~f( :{ it- !' . '. information the ASSOCIATIOO DIlSt either approve or disaWrove the proposed transaction. If approved, the approval shall be stated in a certificate executed by the President or Secretary in recordable fonn, which at the electioo of the ASSOCIATION shall be delivered to the lessee or shall be recorded in the Public Records of Palm Beach Camty, Florida, at the expense of lessee. (c) Gift, Devise or Inheritance~ Other Transfers. If the wr (JqNER giving notice has acquired his title by gift, devise or inheritance, or in any other manner, then wi thin thirty (30) days after receipt of such notice and informatioo, the ASSOCIATIOO nust either approve or disapprove the continuance of the wr CMNER' S ownership of his inproved wr. If approved, the ~oval shall be stated in a certificate executed by the President or Secretary in recordable fonn and shall be delivered to the IDr CNmR and shall be recorded in the Public Records of Palm Beach Camty, Florida, at the expense of the IDr CIiNER. (3 ) A{:proval of Corporate or Trust Owner or Purchaser. :Inasnuch as the IDl'S in the SUBDIVISION my be used for residential purposes, and a corporation or trust cannot occupy a IDr for such use, if the rm CMNER or plrchaser of a IDr is a corporation or trust, the awroval of ownership by the corporation or trust may be considered upon requiring that all persons occupying the IDr be also approved by the ASSOCIATIOO . c. Disapproval by ASSOCIATION. If the ASSOCIATION shall -t N -; Q ~ a- m o U"l m disapprove a transfer of ownership of a I.I:1r, the matter shall be disposed of in the following lIBMer: (1) Sale.o If the proposed transaction is a sale and if the notice of sale given by the I.I:1r 0iNER shall so demand, then wi thin thirty (30) days after receipt of such notice and information, the ASSOCIATION shall deliver or mail by certified mail to the I.I:1r OOWER an agreement to plrchase by a -D. 17- purchaser approved" by the ASSOCIATIOO who will purchase and to whan the wr CHmR DUSt sell the wr upon the following texms : (a) At the optioo of the purchaser to be stated in the agreement, the price to be paid shall be that stated in the disapproved contract to sell, or shall be the fair market value determined by arbitration in accordance with the then existing rules of the Anerican Arbitration Association, except that the arbitrators shall be two (2) awraisers a{:P)inted by the Anerican Arbitration Associatioo who shall base their d.eteJ:minations upon. an average of their appraisals of the wri and a judgment of specific perfomance of the sale upon the .award rendered by the arbitrators may be entered in any court of UAllJ?etent jurisdictioo. '!he expense of the arbitration shall be paid by the purchaser. (b) ']he purchase price shall be paid in cash. (c) '!he sale shall be closed within thirty (30) days after the delivery or DBilinq of said agreement to purchase, or wi thin ten (10) days after the d.eteJ:mination of the sale 'price if such is by arbitration, whichever is the later . nJ ru -.of o 0- a- m o Ln co (d) A certificate of the ASSOCIATIOO executed by its President or Secretary and approving the purchaser shall be recorded in the Public Records of Palm Beach COunty, Florida, at the expense of purchaser. (e) If the ASSOCIATIOO shall fail to provide a purchaser upon the denand of the wr CHmR in the manner provided, or if a purchaser furnished by the ASSOCIATIOO shall default in his agreement to purchase, then notwi thstand- ing the disapproval, the proposed transaction shall be deemed to have been approved and the ASSOCIATION shall furnish a certificate of approval as elsewhere provided which shall be recorded in the Public Records of Palm Beach COunty, Florida, at the expense of the purchaser. -D.18- (2) Is1se. If the proposed transactiCX1 is a lease, the !Dr <:liNER shall be advised of the disapproval in writing, and the lease shall not be made. (3) Gift, Devise or Inheritance~ Other Transfers. If the !Dr CMNER giving notice has acquired his tiUe by gift, devise or inheritance, or in any other manner, then within thirty (30) days after receipt fran the IDr CHmR of the notice and information required to be furnished, the ASSOCIATIOO shall deliver or mail by certified mail to the IDr CMNER an agreement to purchase by a PJI'chaser approved by the ASSOCIATIOO who will PJI'chase and to whan the IDr CMNER nust sell the IDr CX1 the follOOng terms: (a) '!be sale price shall be the fair market value determined by agreement between seller and purchaser wi thin thirty (30) days fran the delivery or mailing of such agreement, and in the absence of such agreement by arbitratiCX1 in accordance with the then existing rules of the American Arbitration AssociatiCX1, except that the arbitrators shall be two (2) appraisers appointed by the American ArbitratiCX1 Association who shall base their determinatiCX1 upon an average of their appraisals of the !Dr; and a judgment of specific performance of the sale upon the award rendered by the arbitrators may be i entered in any court of oanpetent jurisdiction. '!be expense of the arbitration shall be paid by the purchaser . rrl N --I o Q.. a- m o U1 OJ (b) '!be purchase price shall be paid in cash. (c) '!be sale shall be closed within ten (10) days following the determinatiCX1 of the sale price. (d) A certificate of the ASSOCIATION executed by its President or Secretary and approving the PJI'chaser shall be recorded in the Public Records of Palm Beach County, Florida, at the expense of purchaser. (e) If the ASSOCIATIOO shall fail to provide a purchaser as herein required, or if a purchaser furnished by the -0.19- ASSOCIATION shall default in his agreement to purchase, then notwi thstanding the disapproval, such ownership shall be deemed to have been approved and the ASSOCIATION shall furnish a certificate of approval as elsewhere provided, which shall be recorded in the Public Records of Palm Beach COUnty, Florida, at the expense of the UJr CMNER. D. MJrtgage. No UJr <liNER may IlDrt.gage his UJr or any interest therein without the approval of the ASSOCIATION, except to an INSTI'lUl'IONAL IDmER (or a persoo d~ to be an INSTI'lUl'IONAL tamER) as defined herein. '!he approval or any other IlDrtgagee may be upon conditions determined by both the ASSOCIATION and the UJr CMNER, or may be arbitrarily withheld. E. Exceptions . (1) '!he foregoing provisions of this Paragraph 12 shall not apply to a transfer to an INSTI'lUl'IONAL IDmER (including a person deemed to be an INSTI'lUl'IONAL IDmER), which acquired its title as the result of owning a IlDrt.gage upon the UJr concerned. 'lhis shall be so whether the title is acquired by deed fran the I'lDrtgagor or through foreclosure proceed; ngs; nor shall such provisi<X1S apply to a transfer, sale or lease by such INSTI'lUl'IONAL ImqDER (or a person deemed to be an INSTI'lUl'IONAL IaIDER) which so acquires its title. Neither shall such provisions require the approval of a purchaser who acquires the ti tie to a UJr at a duly-advertised plblic sale with open bidding which is provided by law, such as l::ut not limited to execution of sale, foreclosure sale, judicial sale or tax sale. (2) 'lhe foregoing provisions of this Paragraph 12 shall be inapplicable to the DE.VEIDPER. 'lhe said DE.VEIDPER is :l- N irrevocably eDpJWered to sell, lease, rent and/or llDrtgage --! IOl'S, parcels or units, and portions thereof, to any plrchaser, lessee or IlDrtgagee approved by it, and the DE.VEIDPER shall have the right to transact any bJsiness o n.- a- m o Ln Q:) necessary to consumrate sales or rentals of IOl'S, or portions -D.20- thereof, includi.nq' but not limited to the right to maintain IOOde 1 s , have signs, use the CDM)N AREAS, use the mx::RFATICN ARFA (if any), parking area, use of PARKIM; SPACES, to show units, etc. '!he sales office(s), signs and all items pertaining to sales shall not be considered subject to those restrictiCX1S and shall remain the property of the ~PER. (3) It is intended that at sane future date DE.VEIDPER shall cause all areas in the SUBDIVISION which it owns after sale of all wrs to be quit-clai.med to ASSOCIATIOO. F. Unauthorized Transactions. Any sale, mrtgage or lease which is not authorized pmmant to the terms of this Declaration shall be void unless subsequently approved by the ASSOCIATICN. 13. ARCHITEX:TCRAL CXNl'ROL. For the purpose of insuring the deve1opoent of the SUBDlVISICN as an area of high standards, there is hereby reserved to the ASSOCIATICN the right and power to control the type, kind and character of the buildi.nc:js, walls, fences. or other structure (Cl'I"ed .structure.) to be placed upon the SUBDIVISIOO. 'Ihe amER or occupancy of each T.J:1r, by acceptance of title thereto, shall not permit a structure of any kind to be placed, erected or altered thereon unless and until the plot plans and plans and specifications thereof have been sutmi.tted to and approved by the B:WU) before any construction is begun. 'Ihe B)AR[) shall have the ~ ' and it shall be the duty thereof, to approve or disapprove the plot plans and plans and specifications of any structure to be erected or structurally altered within the SUBDIVISlOO. In the exercise of its power and the performance of its duties, the OOARD shall give due consideration to the characteristics of the SUBDIVISIOO as a residential camunity and the ability of any proposed structures to harIoonize with that concept. '!he s:>ARD shall be permitted to employ aesthetic values in naking its determination. Nothing contained in this paragraph shall be applicable to the DE.VEIDPER. 14. ~. '!his Declaraton of Restrictions and the restrictions and requirements contained herein uay be enforced by an action at law or in Ln N equity by any !Dr aiNER. -l (:) a... a- m (:) Lf) Q:) -D. 21- .JJ ru -t c ~ 0- m o tn CD 15. INVALIDI'l'Y CIAIJSE. Invcilidation of anyone of these covenants by a court of CXltp!tent jurisdiction shall in no way affect any of the other covenants, which shall remain in full force and effect. 16. ASSOCIATION 10 AOOPr RULES AND REGUIATIONS. '!he ASSOCIATION shall have the ~, through its S)ARD, to adopt reasonable rules and regula- tions respecting the use and enjoyment of any mMJN AREA, P~ SPACES, REX::RFATION AREA, CANAL FAS&1ENl'S, including b.1t not limited to (a) use of such lands for recreation purposes, (b) the control of traffic in the SUBDIVISION, (c) leases of less than six (6) l1Dlths duration, and (d) Children under the age of twelve (12) years, and pets, provided that no regulation of children shall apply to any rJ:1r CMNER that purchased fran DEVEI.DPER and no regulation regarding pets or boats shall require a specific CRmR,' S pet or boat to be forbidden once that specific pet or boat is previously allowed (except if there was a specific oondition to the allowance of a pet or boat). 17. ASSIGNED PARKIN:; SPACES. '!he IDr <HmR that arms a particular PARKDG SPACE shall have the exclusive right to use of any paved PARKIN3 SPACES located within his or her rJ:1r. Assiqmnent of a carm:>n PARKDG SPACE for exclusive use of a rJ:1r ~ or designation of said spaces for guest parking shall be at the discretion of the OOARD, fran time to time. overnight on-street parking is prohibited by the City of Boynton Beach, Florida, and hereby. 18. ~. DP..VEIOPER retains the right to alter, amend, m:xii.fyor waive any portion of this Declaration of Restrictions, provided, that the same shall not cause the prorata share of any individual rJ:1r OVNER to be disproportionate or prevent access to (a) RECREATION AREA (if designated and oonstructed), (b) PARKDG SPACE, (c) aMoJJN AREA, (d) CANAL EASEMENT, or (e) ~J.' required for access 1 provided, however, that no amendment shall prejudice the rights of an INSTITOTIONAL !aIDER having a llDrtgage lien upon a rJ:1r in the SUBDIVISICN. '!his right of DE.VEIDPER shall not be lost of limited until DecEmber 3l, 1992. '!his right of amendment shall specifically include the right to delete and raoove lots which do not have canp1eted dwellings constructed thereon fran this Declaration 1 any such amendment may include provisions for those raooved lands to share the oost of CClIIOOn areas, recreational facilities, and the like, on a pro rata basis. -D.22- r- N -l (:) a... a- m o LI1 m 19. As REX:REATICN ARFA{ S) (if any) are developed and MEMBERS . designated as provided. herein, the same shall be operated by ASSOCIATION, and the DEVEIDPER shall cause the ASSOCIATICN to be the owner of the REX:RFATICN AREA within five (5) years of its construction. ASSOCIATIOO shall bear the cost of operation, taxes, maintenance, insurance, repairs, etc., the same as a (D.ttQl AREA with each IJJr CNmR paying their prorata share as a nandatory obligation. After DEVEIDPER shall cease to be a Class B Member, the right to designate, alter or nr:rlify REX:RFATICN AREA{S) and to construct or d.Em;)lish recreation facilities may be exercised by ASSOCIATION With the same power and authority originally vested in DEVEIDPER. 20. . D>>mGE ro PR)PER:tY. Any individual IJJr <>>mR which damages any portion of the SUBDIVISICN which is to be maintained by the ASSOCIATION or another IJJr CJiNER, through negligence or intentional wrongdoing, may be charged all or a portion of the expense of repairing said damage. 21. THE FOREX;OItiG covenants, restrictions, reservations and servitudes shall be considered and oonstrued as covenants, restrictions reservations and servitudes running with the land and the same shall bind all persons claiming ownership or use of any IJJr until the 31st day of December, 2026, after which titre they shall be autanatically extended for successive periods of ten (lO) years. Until December 3l, 1992, this Declaration may be amended by DEVEIDPER without the oonsent or 'approval of ror aiNERS or by an instrument signed by not less than seventy-five (75%) of the ror aiNERS and thereafter by an instrument signed by not less than fifty percent (50%) of the IJJr <HmRS, excepting that so long as the DE.VEIDPER is a Class B Member of the ASSOCIATICN as provided for herein, no ane1dment shall be made unless the DEVEIDPER consents thereto in writing. Any am::mdment must be recorded to be effective. 22. T.V. ANTENNA. No antenna and/or aerial shall be installed without the consent of ASSOCIATICN. A cable T.V. or master antenna arrangemant made by DEVEIDPER shall be acknowledged, honored and accepted by ASSOCIATION and ror CMNERS, provided that no individual ror ~ shall be charged for same without his oonsent. 23. ~ ~IRES M:>R'lGAGEE'S CDNSENT. '!his Declaration of Restrictions may not be amended by the ASSOCIATION without the consent of the majority of INSTITUTIONAL LENDERS (excluding DEVEIDPER) holding a -D.23- pn'chase IlD1ey first mrtqage upOn a rm in the SUBOIVISIOO. Amendments by DEVEIDPER shall t'equire only the consent of mrtqagees that are holding mrtqages given to then by DEVEIDPER. 24. OJVENANTS IN FAVOR OF INSTI'lUl'IONAL LENDER. In order to induce INS'lT1U1'IONAL LENDERS, as herein defined, to make individual mrtqage loans on IDrS in the SUBDIVISION, the ASSOCIATION'S right to iIrpress a lien. upon a IDr (as provided hereinabove), the title to which has been acquired by an INS'lT1U1'IONAL LENDER as a result of foreclosure or deed in lieu of foreclo- sure, shall be abated so long as said INSTI'lU1'IONAL LENDER retains said title, and likewise, during the time an INS'lT1U1'IONAL LENDER retains said title the ASSOCIATION shall be under no Obligation to perfonn any of the duties or obligations required of it as provided herein 1 however, said INSTI'lUTIONAL LENDER nay elect to require the ASSOCIATION to perform said duties by agreeing to pay its prorata share of the cost of same for the period that it retains title. Upon disposal in any manner of a rm acquired by an INSTI.'lU1'IONAL raIDER by foreclosure or deed in lieu of foreclosures, or when such IDr is under lease, the ASSOCIATION'S right to make assessments against such IDr and its right to impress a lien thereon shall be fully restored, (except that no such assessment or lien shall be for the plI'pOse of defraying the cost of any work or services undertaken by the ASSOCIATION during the period of time prior to the time title to said rm was held by an INSTI'lU1'IONAL raIDER), and the ASSOCIATION'S duties and obligations with respect to said rm shall be restored. 25'. ~. DEVEIDPER (or a party designated by DEVEIDPER) shall have the right to enter into a Management .Agreanent with ASSOCIATION wherein DEVEIDPER (or a party designated by DEVELOPER) manages the affairs of ASSOCIATION for an annual fee not to exceed seven percent (7% ) of the total assessments of ASSOCIATION for the year for so long as DEVELOPER is a Class B Member of ASSOCIATION. '!be aiNER of each rm with a residence constructed thereon is hereby made liable to pay said fee to DEVELOPER or DEVEIDPER'S designee. said fees shall be paid by rm CMNERS as a part of 00 ru "prorata share" assessments and collections of same shall include the right -; o to assert a lien and collect interest as stated herein. Any such agreement a.. a- shall be cancellable by ASSOCIATION upon ninety (90) day written notice at fTl o any time. Lrl CO -D.24- cr t\J -l o 0- cr m o LIl CO 26. PE:l'S. under no circumstances shall tenants keep pets at the premises. Permission may be granted to. CJtt1NERS to keep their pets at the premises fran time to time in the discretion of the ASSOCIATION, or <liNERS nay be denied the right to keep pets at the premises fran time to time. The ASSOCIATION, as part of its rules and regulations, may impose further limi tations on the walking and noise of pets, if permission is granted to an aiNER. Nuisances and unhygienic pet activities are prohibited. aiNERS that are granted the right to keep pets may be required by DE.VEIDPER or ASSOCIATIOO to execute a Pet Permission Agreement, which includes C:ondi tions to their keeping pets. 27. -. OOAT ooc::K1lGE. If DE.VEJ:DPER shall construct a boat dockage facility and/or boat slips, said facilities shall be subject to the operation and control of the ASSOCIATICN. '!he ASSOCIATICN may make boat dockage available to rm CRlERS on a "first cxme, first serve" basis and any such usage shall be cxmdi tional upon the following: A., No overnight dockage of boats by non-rm CRmRS. B. No boat repairs, other than day-to-day maintenance. c. No discharge of "head" or other sanitation devices at the premises . D. All boat owners shall adhere to any present of future marine regulations (including related to oil, gas or other illegal discharge). E. '!he ASSOCIATIOO nay charge the "users" of the boat dockage facilities (called "OOCK USERS") a reasonable fee for use of said dockage and/or boat slips. OOCK OSERS shall execute fonnal written agreements with ASSOCIATICN and they shall be deemed tenants of the ASSOCIATION, who accept the premises "as is". 'lhe ASSOCIATION shall have the same rights in attelIpting oollection of delinquent OOCK USERS' fees as in oollecting assessments such as charging collection costs, attorneys' fees, interest, lien rights, etc. F. Proof of adequate insurance may be required fran OOCK USERS. G. The ASSOCIATION may allow occasional use to one-day users of dock space, in its discretion. H. Fees to OOCK USERS shall be established at the discretion of the ASSOCIATION, rot with the intention that the fees collected shall at least pay the cost of maintenance and repair of dockage area., so -D. 25- that C>>1NERS that do not use the dockage area shall not be assessed for same, W1l.ess the fees fran OOCK USERS is insufficient. Nothing contained herein shall prevent the ASSOCIATION fran establishing fees which are CCIlpU"able to similar ccmnercial facilities and realizing a profit to be applied toward ASSOCIATIOO expenses. Fees can be on a weekly, lIDnthly, quarterly or yearly basis, at the discretion of the ASSOCIATION and may be based on a flat charge per boat or based at the size of boats. Rates shall be fixed without price discrimination between OOCK USERS. I. If the ASSOCIATION shall set aside boat dockage facilities for cnmoa use of all IDT ()ofNERS, then as to those particular facilities or slips, they shall be subject to the control, direction and operation of ASSOCIATION and all costs shall be paid by the IDT QiNERS in their prorata share, as hereinafter set forth. J. After the initial boat dockage iDprovements are constructed by DEVEIDPER (if any), funds necessary for dredging and for capital inprovements relating thereto and for reserves for maintaining , repairing or iDproving the dockage facilities and adjoining seawalls (if any), etc., may be levied by the ASSOCIATION as special assessments against OOCK USERS, may be included in OOCK USER fees or may be assessed against IDT ()llNERS as special asessments, at the discretion of the ASSOCIATION fran time to time. K. '!be availability of dock slips on a "first cane, first serve" basis shall not preclude the ASSOCIATION fran giving priority to IDT C>>1NERS in residence at the SUBDIVISION over tenants occupying a unit. SUbleasing of dock space is prohibited. '!be ASSOCIATION may prohibit dock usage by IDT omERS not occupying a unit in the SUBDIVISION. L. '!be ASSOCIATION may adopt rules and regulations regarding the dockage facilities and the use thereof. o m -t C CL a- m o Ln CD M. It is recognized that the construction, use, ownership and operation of docks, boat slips, and navigational waters is subject to applications, conditions, permits and regulation of various governmental agencies. Accordingly any proposed or intended construction or use is subject to all such goverrunental authority and cannot be guaranteed fran time to time. -D.26- -t fTl -t o Q.. a- m o Ln D:) 28. It is cont:.eq;>lated by DE.VEIDPER that upon the CCJotPIEl'ICN . carpletion of the project there shall be ale (1) residential townhouse-type unit on each IDr. DE.VEWPER reserves the right to b.1ild the b.1ildings in phases and in any order or sequence or to increase or decrease the number of units. DE.VEIDPER further reserves the right to mdify the site, number and construction design as to unbuilt units, fran time to time and to delete and rem:we unbJ.ilt units fran the effect of this Declaration of Restrictions so that DE.VEIDPER reserves the right to replat or to declare . these deed restrictions null and void as to any IJ:ir or contiguous group of IOl'S upon which DEVEWPER has not ooa~nenced construction. SUch "declaration of teJ:mination" shall be recorded in the Public Records of Palm Beach County, Florida. 29. FILLID !AND. DE..VEIDPER hereby discloses that there appears to be an area of land adjoining to the east of the ~ ARFA which is or formerly was subnerged land and which may have been partially filled by a prior owner of the land. DE.VEWPER cannot and does not guarantee or warrant the ti tie to said filled land since ownership thereof may be subject to claims of the public for recreation p.n-poses and may be further subject to claims of various governmental agencies regarding navigable water and subnerged land (including claims of the State of Florida or united States of America>. In the event DE.VEWPER shall utilize said filled land as a part of the CXJoIo(ti ARFA or REX::REATICN ARFA (if any), any such use shall be subject to any valid claim described herein, if there is any. Use of said filled land and any riparian rights or littoral rights of the adjoining waterways, canals or lakes are intended to be utilized by IDr aiNERS, but subject to the rights of the plblic and/or governmental agencies and subject to the control and regulation of the ASSOCIATION. 30. AMENI>>1ENI'. DE.VEIDPER retains the right to alter, amend, IOOdify or waive any portion of this Declaration of Restrictions, provided that the same shall not cause the prorata share of any individual IDr <liNER to be disproportionate or prevent access to (a) his IDr, (b) pARKJN; SPACE, (c> cnM:JN ARFA, (d> easanent, (e) REX::REATICN ARPA (if any shall be designated or constructed>, or (f) S'"rREET required for accesS1 provided, however, that no amendment shall prejudice the rights of an INSTI'lUI'IONAL !ENDER having a rrortgage lien upon a IDr in the SUBDIVISION. This right of DE.VEIDPER shall not be lost or limited until December 31, 1992. -D. 27- ru fTl ~ o 0- a- m o Ln m IN WITNESS ~F, FIRST ClXFORD DEVEIDPMENl' <XMPANY, a Florida has cauSed this instrument to be executed this ~iJ ~daY of , 1986. FIRST ClXFORD DEVEIDPMENl' Ol4PANY -~ ,~l /71,,1'-; () , / t:-/ ~'. {I ;'//:.t/t~/l1-../A? (L~1.A By:~ ~..,.._;.:, A.'test.. " ,- ,);.;...~,~..,,.I-- '", ,~ ' ''-'''"~~,'~,,~-'.>:;. ~ , . .....-~.--- ,"'. ;.,~ .. : :'. { ~('Lt.~;~-~;:{~) ~~l't ,. (CX>RPORATE SEAL) '. c. ". C)0,) ~dO:: .. '. <. <:"'~ . <~j~~-:;l. " '.: ....'.!" ~Oqoaool)O " ,.::..'.' '(5 J.:: '~\ '. '. STATE OF FIDRIDA ) CXXJNTY OF PAlM BEACH ) I HEREBY CERl'IFY that before me, a Notary Public duly authorized in the foregoing COunty and State to administer oaths and take acknowled9R\Mts, personally appeared C. Wendall Collins and , as President and Secretary respectively of FIRST OXFORD DE.VEIDPMENl' Ol4PANY, a Florida corporation, to me known to.be said officers of said corporation, and they acknatrlledged before me that they executed the foregoing instrument as such officers of said corporation, by authority vested in them by said corporation, as the corporation's true act and deed and for the purposes therein expressed. WITNE5S IIf:/ hand and official seal in the OJunty and State last.. aforesaid this 30th day of SeDb:~mher , 1986. ",,:~:::";'':~T''~!,~~::,,~.,. .....<~:.;:::.: ~::..:,..~:::~~.:. .:. ~~ ~; ~'~. j:.~(~~~r:;Y: Notary 1C, state or1cm::' ,~.; ,~, ..... ..'c; l :; .: ;'. F ..: ..:.~~~.~ ~':~;'-"..~:~.' -'_. (\....~t:~_~./. My cxmnJ.SS1on exp1res. '. ",.J ......;..'.c,~ .,' . ..~.. ,','.' f" (;~~;;\(:~:::: ~ NOTARY pueLIC STATE 0' 'lORIDA MY CO"NISSION EXP JUNE 18.1g90 aONOEO fHRU GENERAL liS. UND. ~ -D. 28- JOINDER OF MORTGAGEE The undersigned, ENSIGN BANK, FSB ("Mortgagee") the owner and holder of a mortgage from FIRST OXFORD DEVELOPMENT COMPANY, a Florida corporation, dated April 29, 1986, recorded April 30, 1986, in Official Records Book 4862, Page 826 of the Public Records of Palm Beach County, Florida, hereby joins in the Declaration of Restrictions of MARINER'S WAY. IN WITNESS WHEREOF, the undersigned have set their hands and . . seals this /'f-I--A day of , 198~. WIT /. ~. ENSIGN BANK, FSB -;;. // 1" ,j. By: ~ I j' '- v' /" , ,. .". ~.4 Attest: COUNTY OF PALM BEACH STATE OF FLORIDA ) Public in the County and State aforesaid acknowledgments, personally appeared , as RmIOlIAL VICB-pmm]])JmT , as , of ENSIGN BANK, FSB, to me known to be the persons described in and who executed the foregoing Joinder of Mortgagee, and they acknowledged before me that they executed said instrument on behalf of the aforesaid bank by authority vested in them by said bank as their free act and deed and for the purposes therein expressed. BEFORE ME, a Notary duly authorized to take H. BRUCE GOSMAB and WITNESS my hand and official seal this 19th day of ~ , 1986 l_}(~_ ,/ f.;",' ~-:-'- Notary Public, ", ", -i o ~ a- ", o a.n Q:) Ii, (J _ .,'F :' l.A.~../ -t. -~~t,-U--'~..: ~".'.'.. ;..:.- State of"F-l'o~.idc0 '..:< .... :: '- 40,,",:, ~ ,. . - ~~.' ; - (I....... ~.,~ ...- My commission expires: -"~; ~-~:: .;; r::'.j ! ~:. ... ::'.\. ~.~::., ,;.,> ,/." :ofafy p~6rr.c;, Sfaf~ of' FlorIda lit r~r;i' "":"~~~o.:>.:,..,' . Y CommIssion Expires February 3, 1990'." S ",' Bonded thru Huckleberry, Sib lay & ' "'..,.",... Harvey Insurance and Bonds. Inc. EXHIBIT IIA" All of MARINER'S WAY, according to the Plat thereof, recorded in Plat Book 52, Page 193 of the Public Records of Palm Beach County, Florida. :r m ~ o a... 0- m CJ Ln Q:) . , \ J aBaB .... ...............~~ .... -.2~E1'; -.( -2./ _":'~ ;" . '\.;" . .... ;" . .... ;" . ....;" . .... . ~ att ..~(.!IOt+, t ~~;. ---Jt"t.,. "'tba '!;~~.r:_. \.';'7:"-10" _:~ ~ .:' -::...,,"1.1\ . ..- Irpartmmt Df &tatr I certify that the attached is a true and correct copy of the Articles of Incorporation of MARINER'S WAY ASSOCIATION, INC., a corporation organized under the Laws of the State of Florida, filed on June 24, 1985, as shown by the records of this office. The charter number of this corporation is N09907. "bm unbtr mp banb anb tbr 4krat &tal of tl)e &tate of .:1lonba, at <<a1la1JaSStt, tbe €apital, tbiS tbe 25th bap of June, 1985. \ ( ~~t: n B B ~ B B B B ~ ~ ~ ~ ~ ~ ~ ~ ~ ~ B B B B i i i r- m -t o 0.. a- m o lJ') Q:) r:- .' ~ ~.... : ;. ~ .. ARTICLES OF INCORPORATION OF MARINER'S WAY ASSOCIATION, INC. . ,. '.. .' .J~;'; '!. ... " ! tf It J' : ;;': .2_~ ~_. ,. - . .". .. -,~. , - a nonprofit corporation - ""; ~.. '. f. . I. ...... .'_J.", The undersigned, by these Articles, associate themselves for the purposes of forming a corporation not-for-profit under Chapter 617, Florida Statutes, and certify as follows: ARTICLE I. NAME . The name of the corporation shall be MARINER'S WAY ASSOCIATION, INC. For convenience, the corporation shall be referred to in this instrument as the -Association-. ARTICLE II. PURPOSE 2.1 The purpose for which the Association is. organized is to provide an entity for the operation of a proposed residential development located upon the followinq lands in Palm Beach County, Florida: SEE EXHIBIT - A-ATTACHED HERETO. 2.2 The Association shall make no distributions of income to its. members, directors or officers. ARTICLE I I I. POWERS The powers of the Association shall include and be governed by the following provisions: 3.1 The Association shall have all of the common law and statutory powers of a corporation not-for-profit not in conflict with the terms of these Articles. 3.2 The Association shall have all of the powers and duties set forth in a certain Declaration of Restrictions by FIRST OXFORD DEVELOPMENT CORP., a Florida corporation, to which Declaration these Articles are attached and recorded in the Public Records of Palm Beach County, Florida (hereinafter called -Declaration-), except as limited by these Articles, and all of the powers and duties reasonably necessary to operate the Association pursuant to the Declaration and as it may be amended from time to time, includinq, but not limited to, the following: (a) To make .and collect assessments against members to defray the costs, expenses, and losses of the Association. (b) To use the proceeds of assessments in the exercise of its powers and duties. (c) The maintenance, repair, replacement and operation of the property and buildings which are to be maintained, repaired, replaced and operated by the Association. (d) The purchase of insurance upon property and insurance for the Association and its members. the improvements protection of and the (e) The reconstruction of improvements after casualty and the future improvement of the property. -1- co f'Tl -; o C- a- fT) o L.n CO (f) To make and amend reasonable regulations respecting the use of the property subject to the Association's control. To approve or disapprove the transfer, mortgage, and ownership of lots and improvements as may be provided by the Declaration. (g) (h) To enforce by legal means the provisions of the Declaration, these Articles, the By-Laws of the Association, and the Regulations for the use of the property in the subject development. (i) To contract for the management or operation of portions of common areas and recreation areas susceptible to separate management or operation: and to make and collect assessments against members to defray the costs, expenses, maintenance, and contractual obligations entered into relative to common areas, parking spaces, easements, streets, and the like. ( j) To contract for the management of the Association and to delegate to such contractor all powers and duties of the Association. (k) To employ personnel to perform the services required for the proper operation of the Association. 3.3 All funds and the title of all properties acquired by the Association and their proceeds shall be held in trust for the members in accordance with the provisions of the Declaration, these Articles of Incorporation, and the By-Laws. 3.4 The powers of the Association shall be subject to and shall be exercised in accordance with the provisions of the Declaration and the By-Laws. ARTICLE IV. MEMBERS 4.1 The members of the Association shall consist of all of the record owners of the lots, and/or Developer, as more fully set forth in the Declaration. 4.2 After receiving approval of the Association required by the Declaration, change of membership in the Association shal1 be established by recording in the Public Records of Palm Beach County, Florida~ a deed or other instrument establishing a record title to.a lot and the delivery to the Association of a copy of such instrument. The owner designated by such instrument thus becomes a member of the Association and the membership of the prior owner is terminated. 4.3 The share of a member in the funds and assets of the Association cannot be assigned, hypothecated nor transferred in any manner except as an appurtenance to the lot. 4.4 The owner of each lot shall be entitled to at least one vote as a member of the Association. The exact number of votes to be cast by members and the manner of exercising voting rights shall be determined by the Declaration. 4.5 stock. This Association shall never have or issue any share of ARTICLE V. BOARD OF DIRECTORS 5.l The affairs of the Association will be managed by a Board of Directors consisting of a number of directors determined by the By-Laws, but not less than three (3) directors, and in the absence of such determination shall consist of three (3) directors. Directors need not be members of the Association. -2- CT ", ~ o a.... CT ", o Lt1 Q:) 5.2 Directors of the Association shall be elected at an annual meeting of the members of the manner determined by the By-Laws. Directors may be removed and vacancies on the Board of Directors shall be filled in the manner provided by the By-Laws. 5.3 The first election of the directors shall not be held until after the Developer has terminated its control, or until after December 31, 1992 (said time being the time that Developer ceases being a Class B member as set forth in the Declaration). The directors named in these Articles shall serve until the first election of directors, and any vacancies in their number occurring before the first election shall be filled by the remaining directors. 5.4 The names and addresses of the members of the first Board of Directors who shall hold office until their successors are elected and have qualified, or until removed are as follows: Name Address C. Wendall Collins 630 O.S. Highway No.1, Suite 402 North Palm Beach, Florida 33408 630 O.S. Highway No.1, Suite 402 North Palm Beach, Florida 33408 630 O.S. Highway No.1, Suite 402 North Palm Beach, Florida 33408 .1\' Frederick T. Vecchione 2.66 'r I~...'-C ~;d~ -0 ~/L (jJ 't-€J (2.}'~,k.....- f~ ~ "34,0.:3 Pamela S. Sharp ARTICLE VI. OFFICERS The affairs of the Association shall be administered by the officers designated in the By-Laws. The officers shall be elected by the Board of Directors at its first meeting following the annual meeting of the members of the Association and shall serve at the pleasure of the Board of Directors. The names and addresses of the officers who shall serve until their successors are. designated by the Board of Directors are as follows: President and Secretary: C. Wendall Collins Vice President: Frederick T. Vecchione Treasurer: Pamela S. Sharp The Board of Directors' or the President, with approval of the Board of Directors, may employ a managing agent and/or such other managerial and supervisory personnel or entities to administer or assist in the administration of the operation and management of the Association and any such person or entity may be so employed without regard to whether such person or entity is a member of the Association or is a director or officer of the Association, or an employee or associate of Developer, as the case may be. ARTICLE VII. INDEMNIFICATION Every director and every officer of the Association shall be ~ndemnified by the Association against all expenses and liabilities including counsel fees, reasonably incurred by or imposed upon him in connection with any proceedings or any settlement of any proceeding to which he may be a party or in which he may become involved by reason of his being or having been a director or an officer of the Association, whether or not he is a director or officer at the time such expenses are incurred, except when the director or officer is adjudged guilty of willful misfeasance or malfeasance in the performance of his duties~ provided that in the event of a settlement the indemnification shall apply only when the Board of Directors approves such settlement and reimbursement as being for the best interests of the Association. The foregoing right of indemnification shall be in addition to and not exclusive -3- o :r -t o 0.... a- m o Ltl Q:) of all other rights to which such director or officer may be entitled. ARTICLE VIII. BYLAWS The first By-Laws of the Association shall. be adopted by the Board of Directors and may only be altered, amended, or rescinded in the manner provided by the By-Laws. ARTICLE IX. AMENDMENTS Amendments to the Articles of Incorporation shall be proposed and adopted in the following manner: 9.1 Notice of the subject matter of a proposed amendment shall b. included in the notice of any meeting at which a proposed amendment is considered. 9.2 " A resolution for the adoption of a proposed amendment may be proposed either by the Board of Directors or by the members of the Association. Directors and members not present in person or by proxy at the meeting considering the amendment may express their approval in writing, provided such approval is delivered to the Secretary at, or prior to, the meeting. Except as elsewhere provided: (a) such approvals must be by not less than seventy-five percent (75%' of the entire membership if proposed by the Board of Directors7 or (b) by not less than eighty percent (80%) of the votes of the entire membership of the Association. 9.3 Provided, however, that no amendment shall make any changes in the qualifications for membership or the voting rights of the members, without approval in writing by all members and the joinder of all record owners of mortgages upon the lots. No amendment shall be made that is in conflict with the Declaration. Further provided, that no amendment shall be made without the written consent of Developer during the time that Developer is a Class B member. 9.4 A copy of each amendment shall be certified by the Secretary of State and be recorded in the Public Records of Palm Beach County, Florida. ARTICLE X. TERM The term of the Association shall be perpetual. ARTICLE XI. SUBSCRIBERS The names and addresses of the subscribers of these Articles of Incorporation are as follows: Name Address. C. Wendall Collins 630 U.S. Highway No. l, Suite 402 North Palm Beach, Florida 33408 630 U.S. Highway No. I, Suite 402 North Palm Beach, Florida 33408 Frederick T~ v/ecchione ~t. < f.~.J!"I jJ (lj . ~ ~~, _.ft 3 ;..~o J Pamela S. Sharp 630 U.S. Highway No.1, Suite 402 North Palm Beach, Florida 33408 -4- nJ :r .... o Q... CT CTl o Ln CD WITNESS my hand and o~ial seal in the aforesaid the "q.;.<.o.. day of .... ____.~:.. , 1985. and State County . ",.\,>'" ". "Ii; ill,;.::.,.... ",' . . J .'.;.\ .. . .J Flot'.tda:::2. ~'..~t,. _ j:. ,; '::: .:~: ..~-:-1 ..t: ~ My commission ex.ci res: :: ~ :',': .'~.',': .:,:' " ' OF F\.OK rtJ."\ .. ~-' ". .'.. NOT AllY PUlIl.lC ST^-~E ,r.s MAR 3 \986 :-~~..... '..::': ,'-. ./.". M'{ '\)i..\O\'.I~S\ON ;,.P\._, ,e. UI>lU:;iI.'l/iU l'~ :'" . .' .....: " t~' ,.'v--.\. h".., " . ..... " \ bU,..\;I..iJ ,Id"'" ",'I~~.. . . <' ;~",. STATE OF FLORIDA COUNTY OF PALM BEACH BEFORE ME, a Notary Public duly authorized in the County and .State aforesaid to take acknowledgments, personally appeared PAMELA S. SHARP, to me known to be the person described in and who executed the foregoing Articles of Incorporation, and she acknowledged before me that she executed said Articles as her true act and deed and for the purposes therein expressed. WITNESS my hand and Offi~l seal in the County aforesaid the 1.)..'4A day of _-g.J..-4<...fl-./ , 1985. and State' .. '. ~ . ' ~ \ ~ I : I I . : :.' ' J NJi!/{~:t.lk:~~litji'::\,~ : ~-J: 1:-~' ::), G.~_ j~:: My commission expires. ,...\ ';'-",' ''::'' / ;', A:. \.'" ", :"'~,..... L.' ,." ..~... N'OT ARY rt 18UC ST~;i fJF.~~~~!5'A:~\;:.> BO~JDL:,) TI-!:. (:;~~' .\r.. '~:il.r,<A;";'::E u",cV ,... MY ~o:,\I:.I:~i C'N .:i:;>:?ES :UL'( oJ" 1986 ,... ACKNOWLEDGMENT Having been named to accept service of process for the above stated corporation, at the place designated in this Certificate, I hereby accept to act in this capacity, and agree to comply with the provisions of law relative to ke~~ such Of~ ' ~ ~--.~ . WENDALL CO I REGISTERED AGENT -6- fT\ :r -t o 0- rT rrl o L.tl cc EX;"::::: . ~A~ Lt~~: CE~:~~~11~; "-V.J . '. .- JlJl1 './' , ~~. f'_ Tl.i~'~~ (, -., to' , "". ' ......... ....; j "i.:; "." ..~' Lot 9, ~i~s ~ay, &oyr.to~ Beach, Palm Beach County, Florida, according to the Plat thereof recorded in Plat Book 23, on Page 110, of the the Public Records of Fain, Beach County, Florida; AND The North 1&5 feet of the South 700 feet of Gover~ent Lot 3 of Section 22, Township 45 South, Range 43 East lying East of said Lot 9 of Wilms Way, Boynton Beach, pa111' Beach County, Florida, AND A parcel of submerged land in Lake Worth, in Section 22, 'I'aWnship 45 South, Range 43 East, Palm Beach County, Florida, more particularly described as follows: Beginning at the point of intersection of a line t99.50 feet North of and 1=-aralle1 to t.he SouU-. line of Government Lot 3 in said Section 22 and the City of Boynt.on Beach Bulkhead Line, established November 19, 1956, by Ordinance No. 289; thence South So 37' 00" West along said City of Boynton Beach Bulkhead Line,. a distance of 130.76 feet.; thence Nort.h 890 22' 01" West, a distance of 375 feet to a point in the high ~ater line on the westerly shore of Lake Wort.hi thence North 4,0 37' 59" East, along said high wat.er line, a distance of 1&5 feet; thence North 880 24' 26" East, along said high water line, a distance of 278.76 feet to the Point of Beginning- ,'; / 1-. ;. .(.. t". - , ,.'. ~r'.;)7~ U"\ :r -1 o a... a- ", o Ul CO THE BY-LAWS OF MARINER'S WAY ASSOCIATION, INC. - a nonprofit corporation - The operation of the property described and named in the Declaration of Restrictions to which these By-Laws are attached shall be governed by these By-Laws. ARTICLE I. DEFINITIONS The t.erms used in these By-Laws, as .well as the Declaration of Restrictions and all amendme~ts and items pertinent thereto, shall have the meanings stated in the Decla~ation of Restrictions unless the context otherwise requires: 1.1 ASSOCIATION means MARINER'S WAY ASSOCIATION, INC.,. a Florida corporation not-for-profit, its successors or assigns. 1.2 BOARD means the Board of Directors of the ASSOCIATION. l.3 DEVELOPER means FIRST OXFORD DEVELOPMENT COMPANY, a Florida corporation, its successors or assigns. 1.4 LOT means a lot as shown in the recorded Declaration of Restrictions of MARINER'S WAY, to which Declaration of Restrictions these By-Laws are attached. Further, these By-Laws are subject to the terms and conditions of said Declaration of Restrictions. 1.5 BY-LAWS means the By-Laws of the ASSOCIATION as they exist from time to time. 1.6 COMMON AREA, RECREATION AREA, PARKING SPACE, CANAL EASEMENT, STREET, OWNER and LOT OWNER shall each have the meaning given in the Declaration of Restrictions. 1.7 COMMON EXPENSES include: (a) Expenses of administration 1 expenses of maintenance, operation, repair, or replacement of the COMMON AREA, PARKING SPACES, STREETS, RECREATION AREA (if any), easement, and the portions of the LOTS to be maintained by the ASSOCIATION. (b) Expenses to be shared as common expenses by provisions -1- -t ::r -t o CL 0- fTl o U'1 CD ARTICLE XII~ DEVELOPER'S RIGHTS Nothing contained herein shall limit or restrict the rights of Developer, which are set forth in the Restrictions. ARTICLE XIII. INITIAL REGISTERED OFFICE AND AGENT The street address of the initial registered office of the corporation is 630 u.S. Highway No.1, Suite 402, North Palm Beach, Flor ida 33408. The Registered Agent of the Corporation shall be C. Wendall Collins whose address as Registered Agent is: 630 U.S. Highway No.1, Suite 402, North Palm Beach, Florida 33408. IN WITNESS WHEREOF, the undersigned, each being the Subscribers hereto, do hereby subscribe to these Articles of Incor~ration, and have hereunto set our hands and seals, this ? day of ~ t' <'" Q , 1985. /) '\ ' / --ft22I).2<.JJ,./# (J/4..A A SEAL I C. WENDALL~N -- \ (SEAL) ~~_.o. S. c;.n..._~ PAMELA S. SHARP (SEAL) STATE OF FLORIDA COUNTY OF PALM BEACH BEFORE ME, a Notary Public duly authorized in the County and State aforesaid to take acknowledgments, personally appeared C. WENDALL COLLINS, to me known to be the person described in and who executed the foregoing Articles of Incorporation, and he acknowledged before me that he executed said Articles as his true act and deed and for the purposes therein expressed. WITNESS my hand and of aforesaid the ~~ day of seal in the County and State , 1985. My commission expires: NOTARY PU2L1C STATE OF FLORIDA MY COi:,;\',:SSIC"l ~,'(P:?~S f.IX.. 3 198"6 oOt'~Lki) L,i{IJ G':;~"I\AI.. i;~S : Ut'~~~"VIo'l\l iE~ STATE OF FLORIDA COUNTY OF PALM BEACH BEFORE ME, a Notary Public duly author i zed in the County and State aforesaid to take acknowledgments, personally appeared FREDERICK T. VECCHIONE, to me known to be the person described in and who executed the foregoing Articles of Incorporation, and he acknowledged before me that he executed said Articles as his true act and deed and for the purposes therein expressed. -5- ..lJ ::r -i o CL.. a- ,." o t.n CO of the Declaration of Restrictions, or the By-Laws or Articles of the ASSOCIATION. (c) Any valid charge against the ASSOCIATION or the property administered by the ASSOCIATION as a whole. {d> Expenses of administration, maintenance, assessments, maintenance contract, charges, operation, repair or replacement and taxes and insurance in conjunction with the operations provided for in the Declaration of Restrictions, or in any Plat of MARINER'S WAY. 1.8 COMMON SURPLUS means the excess of all receipts of the ASSOCIATION, over the amount of COMMON EXPENSES. 1.9 OCCUPANT means the person or persons, other than the LOT OWNER, in possession of a LOT. 1.10 Whenver the context so permits, the use of plural shall include the singular, the singular shall include the plur~l, and the use of any gender shall be deemed to include all genders. ARTICLE II. ASSOCIATION MEMBERSHIP-MEETINGS 2.l Each LOT OWNER shall Members and Voting Rights. automatically become a member of the ASSOCIATION upon acquiring record title to any LOT. In addition, the DEVELOPER or any successor to DEVELOPER'S ti tIe as record owner of a LOT or LOTS shall be deemed to own that number of memberships which is equal to the .number of LOTS owned by it. Said membership shall be appurtenant to and may not be separated from ownership of any LOT. When more than one person holds an interest in any LOT, all such persons shall be members, however, there shall be only one vote for each LOT, said vote to be exercised as they among themselves determine, as evidenced by a certificate signed by all the record owners designating which member shall be entitled to vote for said LOT. In the event such certificate is not on file with the ASSOCIATION, no vote for said LOT shall be cast. Anything to the contrary notwithstanding, any LOT owned jointly by husband and wife may exercise the vote without a certificate so long as the ASSOCIATION has not been advised by either spouse to the contrary. -2- r- :r -t c 0- a- fT) o U'l ~ Membership in the ASSOCIATION shall be subject to the same rights and obligations as herein set forth: (a) Class A. Class A Members shall consist of all the members declared to be members, as herinabove provided, excepting the DEVELOPER. (b) Class B. The Class B Member shall be the DEVELOPER, its successors or assigns. So long as there shall be a Class B Member, said member shall have the exclusive power to select the directors, which directors shall exercise all the powers of the ASSOCIATION. The Class B membership shall cease and all powers and duties of the ASSOCIATION shall be exercised by the Class A Members upon the happening of either of the following events, whichever first occurs: (i) December 31, 1992, or (ii) Upon filinq in the Public Records of Palm Beach County, Florida, of a resignation of the Class B Member from membership. ( iii) One hundred eighty (180) days after completion of construction and sale of all residential units which may be constructed on the Project Area defined in the Declaration of Restrictions in accordance with maximum zoning and use densities. 2.2 Transfer of Membership. Membership in the ASSOCIATION may be transferred only as an incident to the transfer of title to a LOT as and in the manner set forth in the Declaration of Restrictions. 2.3 Annual Meeting. The annual meeting of the members shall be held on the first Monday of the month of February of each year, at 2:00 P.M., at such location in Palm Beach County, Florida as the President or a majority of the BOARD shall specify in writing to the members. Should the date for such annual meeting fall on a holiday, the meeting shall be held on the next succeeding business day. Provided, however, that DEVELOPER shall control the affairs of the ASSOCIATION for the period that is set forth in the Declaration of Restrictions and Paragraph 2.1 above and no meeting shall be required during that period. 2.4 Special Meetings. A special meeting of the members may be called at any time by the President or by a majority of the BOARD -3- 00 :r -t c a... a- m o LJl Q:) and shall be held at such place as is designated by the President or a majority of the BOARD and stated in a written notice. No special meeting shall be called unless the Secretary of the ASSOCIATION shall have mailed to or served upon all of the members a written notice of the said meeting at least five (5) days prior to the date of said meeting. A special meeting shall also be called by the President upon written demand of a majority of the members, and in the event such demand is made, then and in that event, the President shall direct the Secretary to mail to or serve upon all of the members with written notice of said meeting at least five (5) days prior to the date of the meeting. All notices shall be mailed to or served at the address of the member as it appears on the records of the ASSOCIATION. 2.5 Voting. Voting shall be by secret ballot. At any meeting of members, each member shall be entit~ed to one vote, in person or by proxy, for each LOT owned by him. A~l proxies shall be in writing and shall be filed with the Secretary prior to the meeting at which the same are to be used. A notice of said proxy shall be made in the minutes of the meeting. No member who is then more than thirty (30) days delinquent in the payment of his assessments shall be entitled to vote at any regular or special meeting of the members. 2.6 Quorum. A quorum for the transaction of business at the annual or any special meeting shall consist of a majority of the members represented either in person or by proxy 1 but the members present at any meeting, although less than a quorum, may adjourn the meeting to a future date. The vote of a majority of the members shall decide any question unless the By-Laws or Declaration of Restrictions provide otherwise, in which event the votes required in the By-Laws or the Declaration of Restrictions shall control. 2.7 Waiver. The foregoing requirements as to meetings are not to be construed, however, to prevent members from waiving notice of meeting or from acting by written agreement without meetings provided that such waivers or written agreement is executed by all of the members. -4- rr :r -i c 0- a- fT) o Ul a::l ARTICLE III. OFFICERS - BOARD OF DIRECTORS 3.1 First BOARD. The first BOARD shall serve until the first annual meeting of the members of the ASSOCIATION, or until their successors shall have been elected and qualified. The first Board of Directors are C. WEND ALL COLLINS, FREDERICK T. VECCHIONE and PAMELA S. SHARP. The first officers are: PRESIDENT: C. WENDALL COLLINS VICE PRESIDENT: SECRETARY: FREDERICK T. VECCHIONE C. WENDALL COLLINS PAMELA S. SHARP TREASORER: 3.2 Election and Term of Office. Commencing with, and at the first annual meeting of the members to be held after DEVELOPER relinquishes control by resigning as a Class B Member or December 31, 1992 (whichever is first), and at such annual meetings thereafter, the members shall elect by plurality vote five (5) persons as directors who shall constitute the BOARD of the ASSOCIATION, and who shall hold office for a term of one (1) year or until their successors shall have been qualified and elected. Each member shall be entitled to one vote for each LOT owned by him for each office to be filled. 3.3 Election of Officers. Commencing with, and at the first annual meeting of the members, as heretofore described, and at each annual meeting thereafter, the BOARD shall elect by plurality votes three (3) officers, to-wit: one President, one Vice President, one Secretary and one Treasurer out of its membership on the BOARD who shall likewise hold office for a term of one (1) year or until their successors shall have been qualified and elected. If allowed under Florida law, one person may hold more than one office. 3.4 General Statement of Powers. The property, business, and affairs of the ASSOCIATION shall be managed by the BOARD. 3.5 Title of Officers. Officers of the ASSOCIATION are: a President, a Vice President, a Secretary and a Treasurer. The BOARD may, from time to time, elect an Assistant Vice President and an Assistant Secretary/Treasurer who shall serve at the will of the BOARD, but who shall not be deemed members of the BOARD. -5- c U't -! C 0... cr rrl o Ltl Q) 3.6 Qualification of Officers. Until the election to be held when the DEVELOPER relinquishes control of the ASSOCIATION, an officer need not be a LOT OWNER, thereafter at least two (2) of the officers and two-thirds (2/3) of the members of the BOARD shall be members. No member shall be eligible for election as an officer or director if he is more than thirty (30) days delinquent in the payment of his assessment. Commencing with the officers elected at the meeting of members to be held after DEVELOPER relinquishes control of the ASSOCIATION, a transfer of title of his LOT by an officer who is a LOT OWNER shall automatically operate as his resignation as an officer and as a member. of the BOARD. 3.7 Removal and Vacancies. After the first election, an officer or director may be removed from office upon the affirmative vote of three-fourths (3/4) of the members for any reason deemed by the members to be detrimental to the best interest of the ASSOCIATION. In the event of any removal, resignation or vacancy in any of the offices, the remaining members of the BOARD shall elect a person to serve as a successor to the removed, resigned or vacated office, who shall hold office for the balance of the unexpired term and shall succeed to a membership in the BOARD for the same term. The election held for the purpose of filling said vacancy may br held at any regular or special meeting of the BOARD. 3.8 Annual Meetings. The annual meeting of the BOARD shall be held at such place in Palm Beach County, Florida, as may be agreed upon by the BOARD immediately following the adjournment of the annual meeting of the members. The BOARD may establish a schedule of regular meetings to be held at such place as the BOARD may designate, in which event no notice shall be required to be sent to the said BOARD of said regular meetings once said schedule has been adopted. 3.9 Special Meetings. Special meetings of the BOARD may be called by the President, and in his absence, by the Vice President, or by a majority of the members of the BOARD by giving five (5) days notice, in writing, to all of the members of the BOARD of the time and place of said meeting, said notice to be mailed to or personally -6- -c Ln -t o a... a- m o Ln CJ::) served on each member of 'the BOARD by the Secretary of the ASSOCIATION. By unanimous consent of the BOARD, a special meeting of the BOARD may be held without notice at any time or place. 3.10 Quorum. A quorum for the transaction of business at any regular meeting of the BOARD shall consist of a majority of the members of the BOARD; but a majority of those present at any annual, regular or special meeting shall have the power to adjourn the meeting to a future time, provided that written notice of the new time, date, and place shall be mailed to, or personally served, on each member of the BOARD by the Secretary of the ASSOCIATION at least three (3) days prior to the time fixed for said meeting. 3.11 The officers and/or direc~ors of this Compensation. ASSOCIATION shall serve without compensation. ARTICLE IV. OFFICERS - POWERS AND DUTIES 4.1 The President. Be shall be the chief executive officer of the ASSOCIATION. Be shall preside at all meetings of the members and of the BOARD. Be shall have executive powers and general supervision over the affairs of the ASSOCIATION and other officers. Be shall sign all written contracts of the ASSOCIATION and shall perform and have the necessary powers to perform all of the duties incident to his office and that may be delegated to him from time to time by the BOARD. 4.2 The Vice President. Be shall perform all the duties of the President in his absence and such other duties as may be required of him from time to time by the BOARD. 4.3 The Secretary. Be shall issue notices of all BOARD meetings and all meetings of the members; he shall attend and keep the minutes of same; he shall have charge of all of the ASSOCIATION'S books, records, and papers. 4.4. (a) She shall have the custody of the ASSOCIATION'S funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the ASSOCIATION and shall deposit all moneys and other valuable effects in the name and to -7- ru LJ"l -l o Q.. a- m o Lll ~ the credit of the ASSOCIATION in such depositories as may be designated from time to time by the BOARD. (b) She shall disburse the funds of the ASSOCIATION from the checking account, with all checks countersigned by the President, as may be ordered by the BOARD in accordance with these By-Laws, making proper vouchers for such disbursements, and shall render to the President and BOARD at the regular meeting of the BOARD, or whenever they may require it, an account of all of her transactions as Treasurer and of the financial condition of the ASSOCIATION. (c) She shall collect the assessments and shall promptly report the status of collections and of all delinquencies to the BOARD. ARTICLE V. POWERS OF THE ASSOCIATION The ASSOCIATION, acting through the BOARD, shall have the following powers: 5.1 Declaration. All of the powers specifically set forth in the Declaration of Restrictions and all of the powers incidental thereto. 5.2 By-Laws. All of the powers specifically set forth in these By-Laws and all powers incidental thereto. 5.3 Articles of Incorporation. All of the powers specifically set forth in the Articles of Incorporation and all powers incidental thereto. 5.4 Miscellaneous Powers. (a) To use and expend the assessments collected to carry out the purposes and powers of the ASSOCIATION. (b) To employ and other attorneys, accountants, professional services as the need arises. (c) To employ workmen, janitors, gardeners, and such other agents and employees to carry out the powers of the ASSOCIATION, and to purchase supplies and equipment therefor. -8- CT1 r.n -; o C1- a- CT1 o LI'\ ~ (d) To enter into such agreements and contracts as may be necessary to make available the facilities of the ASSOCIATION. (e) To own and/or operate and/or control the COMMON AREA, PARKING parking areas, CANAL EASEMENT, SPACES, STREETS, and any additions thereto, etc., to the extent described pursuant to the Declaration of Restrictions. ARTICLE VI. FINANCE AND ASSESSMENTS 6.1 . Depository. Funds of this ASSOCIATION shall be deposited in such bank or banks as the BOARD may from time to time direct, in an account for the ASSOCIATION under resolutions approved by the BOARD, and shall be withdrawn only upon checks and demands for money signed by the President and countersigned by the Treasurer or such other officers as designated by the BOARD from time to time. All notes of the ASSOCIATION shall be signed by any two of the officers of the ASSOCIATION. 6.2 Fiscal Year. The. fiscal year for the ASSOCIATION shall begin on the first day of January of each year~ provided, however, that the BOARD is expressly authorized to change to a different fiscal year in accordance with the provisions and regulations from time to time prescribed by the Internal Revenue Code of the united States of America at such time as the BOARD deems it advisable. 6.3 Determination of Assessments. ( a) The BOARD of the ASSOCIATION shall fix and determine from time to time the sum or sums necessary and adequate for the COMMON EXPENSES of the ASSOCIATION (including PARKING SPACES, easements, CANAL EASEMENT, STREETS and COMMON AREA) providing for use of same for the members ~ COMMON EXPENSES shall include expenses for the operation, maintenance, repair or replacement of the COMMON AREA, STREETS, walkways, PARKING SPACES, parking areas, CANAL EASEMENT, easements, RECREATION AREA (if any), the costs of carrying out the powers -9- :r U"I -t o ~ rr tTl o Ul CC and duties of the ASSOCIATION, management contract, and any other expenses designated as COMMON EXPENSES from time to time by the BOARD of the ASSOCIATION. The BOARD is specifically empowered on behalf of the ASSOCIATION to make and collect assessments and to lease, maintain, repair and replace the PARKING SPACES, COMMON AREA, RECREATION AREA (if any), STREETS, easements, and CANAL EASEMENT, to meet the requirements of the ASSOCIATION, if any. In addition, if private water bills on the individual residential units include more than one LOT, collec~ion of assessments to pay same pursuant to the Declaration of Restrictions is authorized. Funds for the payment of COMMON EXPENSES shall be assessed and be deemed a lien as set forth in the Declaration of Restrictions. (b) When the BOARD has determined the amount of any assessment, the Secretary or Treasurer of the ASSOCIATION shall mail or present a statement of the assessment to each of the members. All assessments shall be payable to the ASSOCIATION, and upon request, the Secretary or Treasurer shall give a receipt f~r each payment made to him, if requested. 6.4 Delinquent Assessments. In the event the payment of an assessment is delinquent, the ASSOCIATION, through its BOARD, may proceed to enforce and collect the said assessment in any manner provided for by the Declaration of Restrictions. 6.5 Unused Assessments. All income to the ASSOCIATION, shall be used to defray the cost and expenses of the ASSOCIATION. Any COMMON SURPLUS from one year's budget shall be used to reduce assessments and fees charged in the following year after adequately providing for short term cash floW1 and, no distribution of income shall be made to members. -10- Ul U't -i o Q.. a- fTl o IJl a:l ARTICLE VII. MAINTENANCE AND REPAIRS 7.1 Access. Any officer of the ASSOCIATION, or any agent of the BOARD, shall have irrevocable right to have access to each LOT from time to time during reasonable hours that may be necessary for inspection, maintenance, repair or replacement of any COMMON AREA accessible therefrom, or for making emergency repairs therein to prevent damage to the COMMON AREA, PARKING SPACES, easements, CANAL EASEMENT, walkways, common wall, or to another LOT. 7.2 Maintenance and Repairs. The BOARD may enter into a contract with any firm, person or corporation for the maintenance and repair of the ASSOCIATION property. The BOARD may, by contract, empower and grant to such firm, person or corporation the right of access as set forth in Paragraph 7.1 of this Article. The BOARD may delegate to said firm, person, or corpora~ion rights of collection of assessments and powers of enforcing the same. . 7.3 LOT OWNERS. Every LOT OWNER must perform promptly all maintenance and repair work within his own property which, if omitted, would affect the other member's property, their common land and the project in its entirety or in a part belonging to other OWNERS, being expressly responsible for the damages and liabilities that his failure to do so may engender. 7.4 Prohibition. No member shall make any alteration in the portions of the improvements which are to be maintained by the ASSOCIATION or' remove any portion thereof, or make any additions thereto, or do any work which would jeopardize the safety or soundness of any buildings or improvements or impair any easement. 7.5 Fee Simple Title. The ASSOCIATION will accept fee simple title to any portion of the COMMON AREA or subdivision, if DEVELOPER shall tender a deed of conveyance. ARTICLE VIII. VIOLATIONS 8.1 In the event of a violation (other than the nonpayment of an assessment for which remedies are elsewhere provided) by the LOT OWNER in any of the provisions of the Declaration of Restrictions, these By-Laws or the Articles of Incorporation of the ASSOCIATION, -11- .D L.n -i o a... CT rr'l o Ln Q:) by direction of the BOARD, the ASSOCIATION may notify the violating members by written notice of such breach, transmitted by Registered or Certified Mail, Return Receipt Requested, and if such violation shall continue for a period of thirty (30) days from the date of the notice, the ASSOCIATION, through its BOARD, shall have the right to treat such violations as an intentional and inexcusable and material breach of the Declaration of Restrictions, the By-Laws, or the Articles of Incorporation, and the ASSOCIATION may then, at its option, have the following elections: (i) an action at law to r.cover for its damage on behalf of the ASSOCIATION or on behalf of the other membersJ (ii) an action in equity to enforce performance on the part of the membersJ or (iii) an action in equity for such equitable relief as may be necessary under the circumstances, including injunctive relief. Failure on the part of the ASSOCIATION to maintain such an action at law or in equity wi thin tllirty (30) days from date of a written request, signed by a member, sent to the BOARD, shall authorize any member to bring an action in equity or suit at law on account of the violation. ARTICLE IX. AMENDMENT TO THE BY-LAWS 9.1 These By-Laws may be amended in the same manner as the Articles of Incorporation may be amended. ARTICLE X. RULES AND REGULATIONS 10.1 The BOARD may from time to time adopt and amend previously adopted administrative rules and regulations governing the details of the operation and use of the COMMON AREAS, PARKING SPACES, RECREATION AREA (if any), traffic flow, easement, CANAL EASEMENT and STREETS, provided, however, that no such rules and regulations shall conflict with the Declaration of Restrictions, these By-Laws or the provisions of the Articles of Incorporation, and in the event of any conflict between the said rules and regulations and the foregoing, the Declaration of Restrictions and Articles of Incorporation shall prevail over these By-Laws. -12- THE FOREGOING were adopted as the By-Laws of MARINER'S WAY ASSOCIATION, INC., a not-for-profit corporation, under the laws of the State of Florida, a1?the first meeting of the Board of Directors on the d?"~day o~~ ,19SL -tilt?k-., ~dL&__' · ecretary -cm;D: ~ ~ ~:/ ~:,- C. 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