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LEGAL APPROVAL \'" . . . .---' ... . .ENE MOORE LAwn:. P. O. .ox ... ur oac_ AYPUC ou,,,. .. .N .CAGIIo ......_ .... ARTICLES OF INCORPORATION OF EXECUTIVE HOMES OF BOYNTON BEACH HOMEOWNERS ASSOCIATION, INC. A Florida Corporation Not For Profit IN COMPLIANCE with the requirements of the laws of the State of Florida, the undersigned, all of whom are of full age, have this day voluntarily associated themselves together for ~he pur- pose of forming a corporation not for profit and do hereby certify: ARTICLE I The name of the Corporation is: EXECUTIVE ESTATES OF BOYNTON BEACH HOMEOWNERS ASSOCIATION, INC. I hereinafter called "Association". ARTICLE II The principal office of the Association is located at: 639 East Ocean Avenue, Suite 409, Boynton Beach, FL 33435 ARTICLE III GENE MOORE , whose street address of the office, plac~ of business or location for service of process within this state is 639 East Ocean Avenue, Suite 409, Boynton Beach, FL 33435 is hereby appointed the initial registered agent of this Associ- ation. To reflect his acceptance registered agent, he at this part. PURPOSE AND POWERS OF THE ASSOCIATION This Association does not comtemplate pecuniary gain or profit to the members thereof, and the specific purposes for which it is formed are to provide for maintenance, preservation and architectural control of the residence Lots and Common Area, and all improvements thereon, within that certain tract of property described as a portion of Section 18, Township 45 South, Range 43 East located in Palm Beach County, Florida; and to promote the health, safety, and welfare of the residents within the above described property and any additions thereto as may here . -1- .. . . ~. , . ! ." ".' . ~ ',,~'. '. .,-~.:..., . . ...' A., ...... ,:'A &UfIIlOORI LAWYI. .. .. Nl& e.e . !lAd' OUAN AV...... ~.. .... ........ ......... , ..... after be brought within the jurisdiction of this Association for this purpose to: (a) exercise all of the powers and privileges and to perform all of the duties and obligations of the Association as set forth in that certain Declaration of Covenants, Conditions and Re- strictions, hereinafter called the uDeclarationU, applicable to the property and recorded or to be recorded in Palm Beach.County, Florida, and as the same may be amended from time to time as therein provided, said Declaration being incorporated herein as if set forth at length; (b) fix, levy, collect and enforce payment by any lawful means, all charges or assessments pursuant to the terms of the Declaration; to pay all expenses in connection therewith and all office and other expenses incident to the conduct of the business of the Association, including all licenses, taxes or governmental charges levied or imposed against the property of the Association; (c) acquire (by qifV, purchase, or otherwise), own, hold, improve, build upon, operate, maintain, convey, sell, lease, transfer, dedicate for public use or otherwise dispose of real or personaly property in connection with the affairs of the Association; (d) to acquire (by gift, purchase or otherwise), Lots or . Dwelling Units of EXECUTIVE ESTATES , subject nevertheles to the provisions of the Declaration and/or By-Laws relative heret (e) to assume and obligate itself and its members to rnaintair recreation and common areas, and the private streets, thorough- fares, and easements shown (on de'velopment plan of EXECUTIVE ESTATES ); (f) borrow money, and with the assent of two-thirds (2/3) of each class of members, mortgage, pledge, deed in trust, or hypothecate any or all of its real or personal property as securit for money borrowed or debts incurred; (g) dedicate, sell or transfer all or any part of the Common Area to any public agency, authority, or utilit~ for such purposes and subject to such conditions as may be Agreed to by the members. No such dedication or transfer shall be effective unless an instrument has been signed by two-thirds (2/3) of each class of members, agreeing to such dedication, sale or transfer; -?- - .... .-...~ __';"1-;";:. _~.....~- _ :-:' :-, __ ::.::::. '7: .: ::-= :-: ,-;-;.=:" L:"I'~':. . . ....:. . . .1..1 (h) participate in mergers and consolidations with other non profit corporations organized for the same purposes of annex additional residential property and Common Area, provided that any such merger, consolidation or annexation shall have the assent of two-thirds (2/3) of each class of members; (i) have and to exercise any and all powers, rights and priviieges which a corporation organized under the Non-Profit Corporation Laws of the State of Florida by law may now or here- after have or exercise. ',':...",. " ARTICLE V MEMBERSHIP Every person or entity who is a record owner of a fee or undivided fee interest in any Lot which is subject by covenants of record to assessment by the Association, shall be a member of the Association. After receiving approval of the Association, as required under the Declaration change of membership in this corporation shall be established by recording in the Public Record of Palm Beach County, Florida, a deed or other instrument estab- lishing record title to a lot and improvements and the delivery to the Association of a certified copy of such instrument, the owner designated by such instrument thereby becoming a member of the corporation. The m~bership of the prior owner of such lot and improvements shall be thereby terminated. The foregoing is not intended to include persons or entities who hold an interest merely as security for the performance of an obligation. Member- ship shall be appurtenant to and may not be separated from owner- ship of any Lot which is subject to assessment by the Association. ARTICLES VI VOTING RIGHTS GENE MOORE LAWVIII The Association shall have two classes of voting membership: Class A. Class A members shall be all OWners with the exception of the Declarant and shall be entitled to one vote for each lot owned. When more than one person holds an interest in any Lot, all such persons shall be members and the vote for such Lot shall be exercised as they among themselves determine, but in no event shall more than one vote be cast with respect to any Lot. .. o. Mil ... u." _.AN AV...... .UITII .. II'tCNI ...... ~ -- -3- ,~,~....-- ~ -18 __'\'~'; Class B. The Class B member(s) shall be the Declarant (as defined in the Declaration), and shall be entitled to three (3) votes for each lot owned. The Class B membership shall cease and be converted to Class A membership on the happening of either of the following events, whichever occurs earlier: (a) when the total votes outstanding in the Class A mernber- sh1p equal9Q% of the. total votes outstanding in the C;lass B membership; or (b) the expiration of five years from the date on which the first lot is conveyed by the Declarant. to a 'resident owner. ARTICLE VII DIRECTORS, OFFICERS AND INCORPORATORS The affairs of this Association shall be managed by a Board of five (5) Directors, who need not be members of the Association, except that the initial Board of Directors may be changed by amendment of the By-Laws of the Association. The names and addresse of the persons who are to act in the capacity of Directors and Officers until the selection of their successors and who are also the subscribers to these Article~ are: Name Address Felix Granados, Jr., Pres. Eugenio R. Fernandez, V.P. Arlene V. Marsh, Secretary 850 S. Dixie Hwy. E., Pompano Beach, FL 33060 850 S. Dixie Hwy. E., Pompano Beach. FL 33060 639 E. Ocean Ave., #409, Boynton Beach, FL ~35 The above-named individuals constitute incorporators here- under. At the first annual meeting, the members shall elect two (2) Directors for a term of one year each, and three (3) Directors for a term of two years each. At each annual meeting thereafter, the members shall elect number of Directors to be elected for a term of two years each. ARTICLE VIII DIVIDENDS ,ENE 1l00RE UWYU There shall be no dividends paid to any of the members nor shall any part of the income of the Corporation be distributed to its Board of Directors or officers. In the event there are any '. o. aox a.. .., _Ult .".fIU. au". .. It --. ftoAt..... ..... -4- excess receipts or over disbursements as a result of performance services, such excess shall be applied against future expenses, etc. The Corporation may pay compensation in a reasonable amount to its members, directors, and officers for services rendered, may confer benefits upon its members in conformity with its purposes and upon dissolution or final liquidation, may make distribution to its members as is permitted by the Court having jurisdiction thereof, and no such payment, benefit or distribution shall be deemed to be a dividend or distribution of income. 11 > , ", :.: ~.:.:.'._::.' t. .;. ~. ; .. This Corporation shall issue no shares of stock of any kind or nature whatsoever. Membership in the Corporation and the transfer thereof, as well as the number of members, shall be upon such terms and conditions as provided for in the Declaration of Covenants and By-Laws. The voting rights of the owners of Lots or Dwelling Units in said EXECUTIVE ESTATES shall be a~ set forth in the Declaration of Covenants and/or By-Laws. ARTICLE IX DISSOLUTION The Association may be dissolved with the assen~ given in writing and signed by not less than two-thirds (2/3) of each class of members. Upon dissolution of the Association, other than incident to a merger or consolidation, the assets of the Association shall be dedicated to an appropriate public agency to be used for purposes similar to those for which this Association was created. In the event bhat such dedication is refused acceptance of such assets shall be granted, conveyed and assigned to any non-profit corporation, association, trust or other organiz tion to be devoted to such similar purposes. ARTICLE X DURATION The corporation shall exist perpetually. 5U&: MOORl LAwna ARTICLE XI BY-LAWS The original By-Laws are to be made by the Board of .. o. __ ... ... U81' _lIAN AVUlUa "IT. I. iOWICI'OII .~. "100__ ..... Directors and/or Declarer under the Declaration. The same may -5- ~.-.- ~ .3.P!' - -- UHf .-.........-..... thereafter be amended, altered or rescinded only in accordance with the provisions of the By-Laws and the Declaration relating to amendment. ARTICLE XII AMENDMENTS I' ..". \ Amendment of these Articles shall require the assent of .. ',':' ~,...... :: . seventy-five (75) percent of members present and voting ~t any duly called meeting. '". ..~., . ~ . . . .. .." ..I." ;".-: IN WITNESS WHEREOF, for the purpose of forming this corpora- tion under the laws of the State of Florida, we, the undersigned, constituting the incorporators of this Association, have executed these Articles of Incorporation this -4' day of : May , A. D. , 198'i.' Signed, sealed and delivered ~:;r:7_t-J1i1#/J~ (l-Leo/-Jh~ ent ~ Vl.ce-Pres:l.dent ~.. f!)_~~k r en V. &rsh Sec. Treasurer STATE OF FLORIDA COUNTY OF PALM BEACH BEFORE ME, the undersigned authority, personally appeared Felix Granados, Jr. Eu enio R. Fernandez and Arlene V. Marsh , who, after be ng first duly sworn, stated on oath that they exe- cuted the within and foregoing Articles of Incorporation as subscribers thereto. WITNESS my hand and official seal at the aforesaid State and County on this day of May , A.D., 1988. NOTARY PUBLIC State of Florida at Large My commission expires: fiENE IIOORI UWYCI ... eo _ ... lAIn __ AVlUIUa Hll'ii ,. TOM ..aeH. PLCNUDA ..... -6- ... .-- - . ' -~ *- '1(.. .,,'.."'.........'.-!'lIl~':!.--~ ....-." Lt........,. 04~0~-88 TUE r~ 15:21 GENE MOORE~Att~_ ~.e1 " /1....- .-c[,~ THALER AND THALER /[ (...;1 lJ,fn~ SUITE 212 ~1 j.,. r;J. L,../ 1300 NORTH FEDERAL HIGHWAY p t1.d . /t-' SUITE 212 .. (,{-'J,/ ~.v. ~.:J BOCA RATON, FLORIDA 33432 "~,.;/,'.c/ /):)1' U'" v' v, / CLOSING STATEMENT ::;L081NG DATE: March 24, 1988 ,ELLER; KNOLLWOOD ORANGE GROVES, INC. MARIA-FELIX DEVELOPMENT CORP. BUYER: PROPERTY ADDRESS: LEGAL OESCRlPTION: Palm Beach County, Florida A parcel of land being the West three-quarters (W3/4) of the North one-half (Nl/2) or the Northwest one-quarter (NWl/4) of Seotion 18, Township 45 south, Range 43 East, Palm Beach County, Florida, less and except; 0) the North. 50 feet thereof for the Lake Worth Drainage L-20 Canal Rightiof- Way; and (2) the East 147 feet of the West lSO feet ot the SOuth 140 feet of the North 298 teet ot said parcel. BUYERS CLOSING STATEMENT D.:J u ) 2-~.sVJ ) CHARGE BUYER Purcha.se price RecoJ;'ding Warranty Deed $2,350,000.00 11.10 TOTAL CHARGES $2,350,011.10 NET AMOUNT DUE FROM BUYER $2,350,011.10 !!EI1LERS CLOSING STATEMENT CREDIT SELLER Purcha.se Price Recording Deed TOTAL CREDIT DUE SELllER CHARG E SELLER $2,350,000.00 11.10 $2,350,011.10 Reimbursement to IntraCoastal for soft costs Deposit Interest on deposit State Doc Stamps on Deed TAXES Real Estate Tax Adjustment (1981 Taxes 8,614.03) 23.60 per diem X 32 days; $755.00) Record ,2 Quit Claim Deeds Minimum stamps on QQD's Broker Commission 100,000.00 100,000.00 5,264.63 12,925.00 755.00 17.70 1.10 225,000.00 CHARGE BUYER Recording Warranty Deed 11.10 TOTAL CHARGES DUE SELLER " $443,974.53 / ....-- -- - ... .,..- .'. .A. I $1,906,036.51 II'~j)__.j) (.k", j' I I.f P. (.,)1 t' ('C), ,-'0 :; 0(1, J t'C/JP ~ 5 A., '":J ~/' / ~ -:=::;3~) 7~~'v~c, 0,4-05-88 TUE 1~..-_~1 -EN ~ La E t'100RE_.A't1;-'~. P.02 MARIA-FE~I"'---l~-~ .~~J,. PMENT CORP. .' .' / ",. ../..-./1 _ ./ ,., V "Y~~ .~ ." "// . .-1- By: If By: KNOLLWOOD ORANGE GROVES, INC. B~ACOA/l)~ By: The Parties named below acknowledge that the sum of $203,894.63 is to be paid to IntraCoastal Development, Inc. from the proceeds of this sale and that the Law Firm of Thaler & Thaler is hereby instructed to disburse that amount to IntraCoastal Development, Inc. The sum of $203,894.63 has been derived as follows: IntraCoastal Development Inc. Deposit Interest on Deposi t Soft Cost Tax Adjustment (Less 550.00 for doc stamps on $100,000.00) Less pmnt. to Rossi & Mal vesi) (Less pmt. to Thaler &. Thaler on $100,000.00 increase title ins. and disbursements) TOTAL Accepted and Approved. J(nt)ll ~ I St 1?~7t! 100,000.00 5.264.63 100,000.00 755.00 (550.00) (575.00.) ~ltOOO.OO) $203,894.63 - 2 - ~ BY-LAWS OF EXECUTIVE ESTATES HOMEOWNERS ASSOCIATION, INC. A Corporation not for profit under the laws of the State of Florida ARTICLE I IDENTITY These are the By-Laws of the EXECUTIVE ESTATES HOME OWNERS ASSOCIATION, INC., hereafter called" Association" in these By-Laws, a corporation ot for profit under the laws of the State of Florida, the Articles of Incorporation of which were filed in the Office of the Secretary of State on the day of , operating certain lands, and personal property located in Boynton Beach, Florida, which lands, and personal property are to be used in common by the members of the EXECUTIVE ESTATES HOME OWNERS ASSOCIATION, INC., which members shall all be property owners at EXECUTIVE ESTATES. Such operation by the Association shall include the management of EXECUTIVE ESTATES In keeping with the terms and conditions as set forth In the "Declaration of Covenants, Conditions and Restrictions" of EXECUTIVE ESTATES, and the enforcement of such covenants, conditons and restrictions. A. The office of the Association shall be at 639 E. Ocean Ave., #409, Boynton Beach, Florida 33435. B. The fiscal year of the Association shall be the calendar year. C. The seal of the Association shall bear the name of the corporation, the word, "Florida" the words "Corporation not for profit", the year of incorporation, an impression of which is as follows: D. For the purpose of these By-Laws, the term SINGLE FAMILY HOMES shall include and mean all residential improvements on parcels of land connected with this development. ARTICLE II MEMBER'S MEETINGS A. The annual member's meetings shall be held at such location as shall be designated in the Notice of Meeting at 10:00 A.M., Eastern Standard Time, on the first Tuesday in March of each year, for the purpose of electing directors and transacting any other business authorized to be transacted by the members; provided, however, that if that day is a legal holiday, the meeting shall be held at the same hour on the next day that is not a legal holiday. B. Special members' meetings shall be held whenever called by the President or Vice President or by a majority of the Board of Directors, and must be called by such officers upon receipt of a written request from members entitled to case one-third (1/3) of the votes of the entire membership. C. Notice of all members' meetings stating the time and place and the object for which the meeting is called shall be given by the President or Vice President or Secretary unless waived in writing by all of the members. Such notice shall be in writing to each member at his address as it appears on the books ofthe Association and shall be mailed not less than (10) days nor more than sixty(60) days priortothe date of the meeting. Proof of such mailing shall be given by the affidavit of the person giving the notice. D. A quorum at members' meetings shall consist of persons entitled to casta majority of the votes of the entire membership. The acts approved by a majority of the votes present at a meeting at which quorum is present shall constitute the acts of the members, except when approval by a greater number of members is required by the Articles of Incorporation, or these By-Laws. E. Voting 1. In any meeting of members the owners of a SINGLE FAMILY HOME shall be entitled to cast one vote as the owner of a SINGLE FAMILY HOME unless the decision to be made is elsewhere required to be determined in another manner. 2. If a SINGLE FAMILY HOME is owned by one person his right to vote shall be established by the record title to his SINGLE FAMILY HOME. If any SINGLE FAMILY HOME is owned by more than one person, or is under lease, the person entitled to cast the vote for the SINGLE FAMILY HOME shall be designated by a certificate signed by all of the record owners of the SINGLE FAMILY HOME and filed with the Secretary of the Association. If a SINGLE FAMILY HOME is owned by a corporation, the person entitled to cast the vote for the SINGLE FAMILY HOME shall be designated by a certificate signed by the President or Vice President and attested by the Secretary or Assistant Secretary of the corporation and filed with the Secretary of the Association. Such certificates shall be valid until revoked or until superseded by a subsequent certificate or until a change in the ownership of the SINGLE FAMILY HOME /' ......,..... ,.... .\ concernt;;J, A certificate desigr-''1g the person entitled to cast the vote of-SINGLE FAMILY HOME may be revoked by any owner of a b.. .GLE FAMILY HOME. If such a certificatL ~ not on file, the vote of such owners shall not be considered in determining the requirement for a quorum nor for any other purpose. F. Proxies. Votes may be cast in person or by proxy. A proxy may be made by any person entitled to vote and shall be valid only for the particular meeting designated in the proxy and must be filed with the Secretary before the appointed time of the meeting or any adjournment of the meeting., G. Adjourned Meetings. If any meeting of the members cannot be organized because a quorum has not attended, the members who are present, either in person or by proxy, may adjourn the meeting from time to time until a quorum is present. H. The order of Business at annual members' meetings, and as far as practical at other members' meetings, shall be: 1. Election of chairman of the meeting. 2. Calling of the roll and certifying of proxies. 3. Proof of notice of meeting or waiver of notice. 4. Reading and disposal of any unapproved minutes. 5. Reports of officers. 6. Reports of committees. 7. Election of inspectors of elections. 8. Election of directors. 9. Unfinished business. 10. New Business. 11. Adjournment. I. Proviso. Provided, however, that until the Developer of EXECUTIVE ESTATES has completed all of the contemplated improvements and closed the sales of all of the SINGLE FAMILY HOMES located at EXECUTIVE ESTATES, or until the Developer elects to terminate its control of the Association, whichever shall first occur, the proceedings of all meetings of members of the Association shall have no effect unless approved by the Board of Directors. ART I CLE III DIRECTORS A. Membership. The afta irs of the Association shall be managed by a board of not less than three (3) nor more than five (5) directors, the exact number to be determined at the time of election. B. Election of Directors shall be conducted in the following manner: 1. Election of Directors shall be held at the annual members' meeting. 2. A nominating committee of five (5) members shall be appointed by the Board of Directors not less than thirty (30) days prior to the annual members' meeting. The committee shall nominate one person for each director then serving. Nominations for additional directorships created at the meeting shall be made from the floor, and other nominations may be made from the floor. 3. The election shall be by ballot (unless dispensed with by unanimous consent) and by plurality of the votes cast, each person voting being entitled to cast his vote for each of as many nominees as there are vacancies to be filled. There shall be no cumulative voting. 4. Except as to vacancies created by removal of Directors by members, vacancies in the Board of Directors occurring between annual meetings of members shall be filled by the remaining Directors. 5. Any Director may be removed by concurrence of two-thirds (2/3) of the votes of the entire membership at a special meeting of the members called for that purpose. The vacancy in the Board of Directors so created shall be filled by the members of the Association at the same meeting; 6. Provided, however, that until the Developer of EXECUTIVE ESTATES has completed all of the contemplated improvements and closed the sales of all ofthe SINGLE FAMILY HOMES at the EXECUTIVE ESTATES SINGLE FAMILY HOMES or until the Developer elects to terminate its control of the Association shall serve, and in the event of vacancies the remaining directors shall fill the vacancies, and if there are no remaining directors, the vacancies shall be filled by the Developer. C. The term of each director's service, shall be the calendar year following his election and subsequently until his successor is duly elected and qualified or until he is removed in the manner elsewhere provided. D. The organization meeting of a newly-elected Board of Directors shall be held within ten (10) days of their election at such place and times as shall be fixed by the Directors at the meeting at which they were elected, and no further notice of the organization meeting shall be necessary. E. Regular meetings of the Board of Directors may be held at such time and place as shall be determined, from time to time, by a majority of the Directors. Notice of regular meetings shall be given to each Director, personally or by mail, telephone or telegraph, at least three (3) days to the day named for such meeting. ,: i\ /q, / F. Special meetings of the Directors may be called by the President and must be called by the President and must be called by the Secretary at the written request of one third (1 /3) of the Dir~ctors. Not less than three (3) days notice of the meeting shall be given personally or by mail, telephone or telegraph, which notice shall state the time, place and purpose of the meeting. G. Waiver of notice. Any Director may waive notice of a meeting before or after the meeting and such waiver shall be deemed equivalent to the giving of notice. / i H. A. quorum at Directors' meetings shall consist of a majority of the entire Board of Directors. The acts approved by a majority of those present at a meeting atwhich a quorum is present shall constitute the acts of the Board of Directrs, except when approval by a greater number of Directors is required by the Articles of Incorporation, or these By-Laws. I. Adjourned meetings. If at any meeting of the Board of Directors there be less than a quorum present, the majority of those present may adjourn the meeting from time to time until a quorum is present. At any adjourned meeting any business that might have been transacted at the meeting as originally called by be tra.nsacted without further notice. J. Joinder in meeting by approval of. minutes. The joinder of a Director in the action of a meeting by signing and concurring in the minutes of that meeting shall constitute the presence of such Director for the purpose of determining a quorum. K. The presiding officer of Directors' meetings shall be the Chairman of the Board if such an officer has been elected; and if none, the President shall preside. In the absence of the presiding officer the Directors present shall designate one of their number to preside. L. The order of business at Directors' meetings shall be: 1. Calling of roll. 2. Proof of due notice of meeting. 3. Reading and disposal of any unapproved minutes. 4. Reports of officers and committees. 5. Election of officers. 6. Unfinished business. 7. New business. 8. Adjournment. M. Directors' fees, if any, shall be determined by members. ARTICLE IV POWERS AND DUTIES OF THE BOARD OF DIRECTORS All of the powers and duties of the Association existing under the Articles of Incorporation and these By-Laws shall be exercised exclusively by the Board of Directors, its agents, contractors or employees, subject only to approval by owners where such approval is specifically required. ARTICLE V OFFICERS A. The executive officers of the Association shall be a President, who shall be a director, a Vice President, who shall be a director, a Treasurer, a Secretary and an Assistant Secretary, all of whom shall be elected annually by the Board of Directors and who may be preemptorily removed by vote of the Directors at any meeting. Any person may hold two or more offices except that the President shall not also be the Secretary or Assistant Secretary. The Board of Directors. from time to time, shall elect such other officers and designate their powers and duties as the Board shall find to be required to manage the affairs of the Association. B, The President shall be the chief executive officer of the Association. He shall have all of the powers and duties usually vested in the office of president of an association, including but not limited to the power to appoint committees from among the members from time to time, as he in his discretion, may determine appropriate to assist in the conduct of the affairs of the Association. C. The Vice President. in the absence or diability of the President, shall exercise the powers and perform the duties of the President. He also shall assist the President generally and exercise such other powers and perform such other duties as shall be prescribed by the directors. D. The Secretary shall keep the minutes of all proceedings of the Directors and the members. He shall attend to the giving and serving of all notices to the members and Directors and other notices to the members and Directors and other notices required by law. He shall ahve custody of the seal of the Association and affix it to instruments requiring a seal when duly signed. He shall keep the records of the Association, except those of the Treasurer, and shall perform all other duties incident to the office of Secretary of an association and as may be required by the Directors or the President. The Assistant Secretary of the Secretary when the Secretary is absent. \ ,.. ../' / \'. ',t' E. The Trea~ Jr shall have the custody of all property l ,e Association, including funds, securities and evidences of indebtedness. He shall keep the books of the Association in accordance with good accounting practices; and he shall perform all other duties incident to the office of Treasurer. F. The compensation of all employees of the Association shall be fixed by the Directors. The provision that directors' fees shall be determined by members shall not preclude the Board of Directors from employing a Director as an employee of the Association. ' ARTICLE VI FISCAL MANAGEMENT The prOVISions for fiscal management of the Association set forth in the Articles of Incorporation shall be supplemented by the following provisions: A. Accounts. The receipts and expenditures of the Association shall be created and charged to accounts under tryefollowing classification as shall be appropriate, all of which expenditures shall be common expenses: (1) Current expenses which shall include all receipts and expenditures within the year for which the budget is made, including a reasonable allowance for contingencies and working funds, except expenditures chargeable to reserves. to additional Improvements or to operations. The balance of this fund at the end of each year shall be applied to reduce the assessments for current expense for the succeeding year. (2) Reserve for deferred maintenance, which shall include funds for maintenance items that occur less frequently than annually. (3) Reserve for replacement, which shall include funds for repair of replacement required because of damage, depreciation or obsolescence. (4) Betterments, which shall include the funds to be used for capital expenditures for additional improvements or additional personal property that will be a part of the recreation facility. B. Budget. The Board of Directors shall adopt a budget for each calendar year that shall include the estimated funds required to defray the assessments and to provide and maintain funds for the foregoing accounts and reserves according to good accounting practices as follows: (1) Current expense. (2) Reserve for deferred maintenance. (3) Reserve for replacement. (4) Betterments, which shall include the funds to be used for capital expenditures for additional improvements to the common property, provided, however, that in the expenditure of this fund no sum in excess of One Thousand Dollars ($1 ,000.00) shall be expended for a single item or for a single purpose without approval of the members of the Association. (5) Operation, the amountofwhich may be to provide a working fund orto meet losses. (6) Provided, however, that the amount of each budgeted item may be increased over the foregoing limitations when approved by owners entitled to cast not less than seventy-five (75%) percent of the votes of the entire membership of the Association; and further provided that until the Developer has completed all of the contemplated improvements and closed the sales of all SINGLE FAMILY HOMES at EXECUTIVE ESTATES or until the Developer elects to terminate its control of the Association, whichever shall first occur, the Board of Directors may omit from the budget all allowances for contingencies and reserves. (7) Copies of the budget and proposed assessments shall be transmitted to each member on or before December 31, preceeding the year for which the budget is made. If the budget is amended subsequently, a copy of the amended budget shall be furnished to each member. C. Assessments. Assessments against the owners for their shares of the items of the budget shall be made for the calendar year annually in advance on or before December 31 preceding the year for which the assessments are made. Such assessments shall be due in twelve equal installments on the first days of each month of the year for which the assessments are made. If an annual assessment is not made as required, an assessment shall be presumed to have been made in the amount of the last prior assessment and semi-annual installments on such assessments shall be due upon each installment payment date until changed by an amended assessment. In the extent the annual assessment proves to be insufficient, the budget and assessments may be amended at any time by the Board of Directors if the accounts of the amended budget do not exceed the limitations for that year. Any account that does exceed such limitations shall be subject to the prior approval of the membership of the Association as previously required in these By-Laws. The unpaid assessment for the remaining portion of the calendar year for which the amended assessment is made shall be due upon the date of the assessment if made on or after July 1; and if made prior to July 1, one-half of the increase shall be due upon the date of the assessment and the bu lance of the assessment upon the next July 1. The first assessment shall be determined by the Board of Directors of the Association. Assessments for repair and maintenance of the limited common property shall be made as funds are expended or liability therefore is incurred by the Association. I D. Acceleratic 'f assessment installments upon defal '-., If a SINGLE FAMILY HOME owner shall be in default in the payment of an installment upon an assess...dnt, the Board of Directors may accelerate the remaining installments of the assessment upon notice to the SINGLE FAMILY HOME owner, and the then unpaid balance of the assessment shall be due upon the date stated in the notice, but not less than ten (10) days after delivery of the notice to the SINGLE FAMILY HOME owner, or not less than twenty (20) days after the mailing of such notice to him by registered or certified mail, whicheve shall first occur. E. Assessments for emergencies. Assessments for common expenses of emergencies that cannot be paid from the annual assessments for common expenses shall be made only after notice of the need for such expenditures is given to the SINGLE FAMILY HOME owners concerned. After such notice and upon approval in writing by persons entitled to cast more than one-half of the votes of the SINGLE FAMILY HOME owners concerned, the assessment shall become effective and shall be due after thirty (30) days notice in such manner as the Board of Directors of the Association may require in the notice of assessment. F. The depository of the Association shall be such bank or banks and/or such savings and loan association or savings and loan associations as shall be designated from time to time by the Directors and in which the monies of the Association shall be deposited. Withdrawal of monies from such accounts shall be only by checks signed by such persons as are authorized by the Directors. G. Audit. At the Annual Meeting of the Association, the members present shall determine by a majority vote whether an audit of the accounts of the Association forthe year shall be made by a Certified Public Accountant, a Public Accountant, or by an auditing committee consisting of not less than three members of the Association none of which shall be Board members. The cost of the audit shall be paid by the Association. H. Fidelity Bonds shall be required by the Board of Directors from all officers and employees of the Association and from any contractor handling or responsible for the Association funds, but shall be at least the amount of the total of two monthly assessments against members for common expenses. The premiums on such bonds shall be paid by the Association. ARTICLE VII PARLIAMENTARY RULES These By-Laws may be amended in the following manner: A. Notice of the subject matter of a proposed amendment shall be included in the notice of any meeting at which a proposed amendment is considered. B. A resolution adopting a proposed amendment may be proposed by either the Board of Directors of the Association or by the members 01 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, such approvals must be by: 1. Not less than 75 percent (75%) of the entire membership of the Board of Directors and not less than 75 percent (75%) of the votes of the entire membership of the Association; or 2. Not less than 80 percent (80%) of the votes of the entire membership of the Association; or 3. Until the first election of directors, by all of the directors. C. Proviso. Provided, however, that no amendment shall discriminate against any SINGLE FAMILY HOME owner nor against any patio-villa or class group of SINGLE FAMILY HOMES unless the SINGLE FAMILY HOME owners so affected shall consent. No amendment shall be made that is in conflict with the Articles of Incorporation. D. Execution and recording. A copy of each amendment shall be attached to a certificate certifying that the amendment was duly adopted as an amendment to the By-Laws, which certificate shall be executed by the officers of the Association with the formalities of the execution of a deed. The amendment shall be effective when such certificate and copy of the amendment are recorded in the Public Records of Palm Beach County, Florida. The foregoing were adopted as the By-Laws of EXECUTIVE ESTATES HOME OWNERS ASSOCIATION, INC., a corporation not for profit under the laws ofthe State of Florida, at the first meeting of the Board of Directors on the day of ,19_. ATTEST EXECUTIVE ESTATES HOMEONWERS ASSOCIATION, INC. By: Secretary President (Corp. Seal) - -- ---- ,-- RULES AND REGULATIONS FOR . '. EXECUTIVE ESTATES 1. No Owner or Lessee shall create or permit any disturbance that will interfere with the rights, comforts or convenience of others. 2. Offensive pets may be removed by the Association after notice to the Owner, with the prevailing party being entitled to recover the cost of proceedings and reasonable attorney fees. Pets shall be restricted to no more than two pets per dwelling. A pet shall mean a dog or cat. Pets shall be on a leash at all times when not confined within the Owner's SINGLE FAMILY HOME or courtyard. Dogs shall not be walked on grass other than immediately surrounding Owner's courtyard. 3. Trash will be placed in solid containers approved by the Waste Removal Company. For sanitary purposes, all trash, except newspapers, shall be in a plastic bag and tied securely before being placed in trash receptacles or waste company vehicles. Containers may be placed outside of the home on the days of trash pickup and must be removed the same day. 4. Barbeque cookers shall be used in backyards only, and must be stored out of sight. 5. Clothes or similar articles may be hung outdoors in rear yards but must be below the fence level and not visible from the street. 6. Bicycles, toys, or clutter shall not be left outside in front yards and side yards. Bicycles, toys, or clutter so left shall be impounded. Such articles must be stored within the Owner'sSINGLE FAMILY HOME. 7. There shall be no assembling or disassembling of motor vehicles except for ordinary maintenance of the changing of a tire, battery, etc. 8. Large trucks, boats, trailers, motor homes, buses and other such vehicles shall not be allowed to park overnight in the parking areas, except as allowed by the Association. All motor vehicles must be maintained as to not creat an eyesore in the community. 9. Parking on the grass surrounding the SINGLE FAMILY HOME will result in the vehicle being towed away at the Owner's expense. 10. In addition to the foregoing, all Owners and Lessees or dwellings in EXECUTIVE ESTATES shall abide by the Provisions of the Protective Covenants, Conditions, and Restrictions for EXECUTIVE ESTATES, and the Articles of Incorporation and By-Laws of EXECUTIVE ESTATES HOME OWNERS ASSOCIATION, INC. 11. No sale, conveyance, or lease of any unit located within the development shall be valid unless prior approval is obtained from the Board of Directors of EXECUTIVE ESTATES HOME OWNERS ASSOCIATION, INC., in writing. 12. No "For Sale" or real estate or other type of sign shall be visibly placed upon any unit property within the development other than promotional sign belonging to the Developer. EXECUTIVE ESTATE HOMEOWNERS ASSOCIATION By: President