MYSTIC AT MARINERS' VILLAGE COMMUNITY ASSOCIATION, INC.
The name of the corporation is MYSTIC AT MARINERS' VILLAGE COMMUNITY ASSOCIATION INC., hereinafter referred to as the "Association". The principal office of the corporation shall be located at 435 Douglas Avenue, Altamonte Springs, Florida 32714, but meetings of members and directors may be held at such places within the State of Florida, County of Seminole or Orange, as may be designated by the Board of Directors.
Section 1. "Association” shall mean and refer to MYSTIC AT MARINERS'
VILLAGE COMMUNITY ASSOCIATION, INC., its successors and assigns.
Section 2. "Properties" shall mean and refer to that certain real property
described in the Declaration of Covenants, Conditions and Restrictions, and such
additions thereto as may hereafter be brought within the jurisdiction of the
Section 3. "Common Area" shall mean all real property owned by the
Association for the common use and enjoyment of the Owners.
Section 4. "Lot" shall mean and refer to any plot of land shown upon
any recorded subdivision map of the Properties with the exception of the Common
Section 5. "Owner" shall mean and refer to the record owner, whether
one or more persons or entities, of the fee simple title to any lot which is
a part of the Properties, including contract sellers, but excluding those having
such interest merely as security for the performance of an obligation.
Section 6. "Declarant" shall mean and refer to Complete Interiors,
Inc. its successors and assigns if such successors or assigns should acquire
more than one undeveloped Lot from the Declarant for the purpose of development.
Section 7. "Declaration" shall mean and refer to the Declaration of
Covenants, Conditions and Restrictions applicable to the Properties recorded
in the Public Records of Orange County, Florida.
Section 8. "Member" shall mean and refer to those persons entitled
to membership as provided in the Declaration.
Section 1. Annual Meetings. The first annual meeting of the members shall be
held within one year from the date of incorporation of the Association, and each
subsequent regular annual meeting of the members shall be held on the same day
of the same month of each year thereafter, at the hour of 7 o’clock, P.M.
If the day for the annual meeting of the member is a legal holiday, the meeting
will be held at the same hour on the first
Section 2. Special Meetings. Special meetings of the members may be called at
any time by the president or by the Board of Directors, or upon written request
of the members who are entitled to vote one-fourth (1/4) of all of the votes
of the Class A membership.
Section 3. Notice of Meetings. Written notice of each meeting of the members
shall be given by, or at the direction of, the secretary or person authorized
to call the meeting, by mailing a copy of such notice, postage prepaid, at least
15 days before such meeting to each member entitled to vote thereat, addressed
to the member's address last appearing on the books of the Association, or supplied
by such member to the Association for the purpose of notice. Such notice shall
specify the place, day and hour of the meeting, and, in the case of a special
meeting, the purpose of the meeting.
Section 4. Quorum. The presence at the meeting of members entitled to cast, or
of proxies entitled to cast, one-tenth (1/10) of the votes of each class of membership
shall constitute a quorum for any action except as otherwise provided in the
Articles of Incorporation, the Declaration, or these By-Laws. If, however, such
quorum shall not be present or represented at any meeting, the members entitled
to vote thereat shall have power to adjorn the meeting from time to time, without
notice other than announcement at the meeting, until a quorum as aforesaid shall
be present or be represented.
Section 5. Proxies. At all meetings of members, each member may vote in person
or by proxy. All proxies shall be in writing and filed with the secretary. Every
proxy shall be revocable and shall automatically cease upon conveyance by the
member of his lot.
BOARD OF DIRECTORS: SELECTION: TERM OF OFFICE
Section 1. Number. The affairs of this Association
shall be managed by a Board of three (3) directors, who need not be members of
Section 2. Term of Office. At the first annual meeting the members shall elect
three directors for a term of one year.
Section 3. Removal. Any director, other than the Declarant may be removed from
the Board, with or without cause, by a majority vote of the members of the association.
In the event of death, resignation or removal of a director, his successor shall
be selected by the remaining members of the Board and shall serve for the unexpired
term of his predecessor.
Section 4. Compensation. No director shall receive compensation for any service
he may render to the Association. However, any director may be reimbursed for
his actual expenses incurred in the performance of his duties.
Section 5. Action Taken Without a Meeting. The directors shall have the right
to take any action in the absence of a meeting which they could take at a meeting
by obtaining the written approval of all the directors. Any action so approved
shall have the same effect as though taken at a meeting of the directors.
NOMINATION AND ELECTION OF DIRECTORS
Section 1. Nomination. Nomination for election to the Board of Directors shall
be made by a Nominating committee. Nominations may also be made for the floor
at the annual meeting. The Nominating Committee shall consist of a chairman,
who-shall- be a member of the Board of Directors, and two or more members of
'- the Association. The Nominating Committee shall be appointed by the Board
of Directors prior to each annual meeting of the members, to serve from the close
of such annual meeting until the close of the next annual meeting and such appointment
shall be announced at each annual meeting. The Nominating Committee shall make
as many nominations for election to the Board of Directors as it shall in its
discretion determine, but not less than the number of vacancies that are to be
filled. Such nominations may be made from among members or non-members.
Section 2. Selection. Election to the Board of Directors shall be by secret written
ballot. At such election the members or their proxies may cast, in respect to
each vacancy, as many votes as they are entitled to exercise under the provisions
of the Declaration. The persons receiving the largest number of votes shall be
elected. Cumulative voting is not permitted.
POWERS AND DUTIES OF THE BOARD OF DIRECTORS
Section 1. Powers. The Board of Directors shall have
(a) adopt and publish rules and regulations governing
the use of the Common Area and facilities, and the personal
conduct of the members and their guests thereon,
and to establish penalties for the infraction thereof;
(b) exercise for the Association all powers, duties and authority vested in
or delegated to this Association and not reserved to the membership by other
of these By-Laws, the Articles of Incorporation, or the Declaration;
(c) declare the office of a member of the Board of Directors to be vacant in
the event such member shall be absent from three (3) consecutive regular meeting
of the Board of Directors; and
(d) employ a manager, an independent contractor, or such other employees as
they deem necessary, and to prescribe their duties.
Section 2. Duties. It shall be the duty of the Board of Directors to:
(a) cause to be kept a complete record of all its acts and corporate affairs
and to present a statement thereof to the members at the annual meeting of
the members, or at any special meeting when such statement is requested in
by one-fourth (1/4) of the class A members who are entitled to vote;
(b) supervise all officers, agents and employees of this association, and to
see that their duties are properly performed;
(c) as more fully provided in the Declaration, to:
(1) fix the amount of the annual assessment against each Lot at least thirty
(30)._days in advance of each annual assessment period; .
(2) send written notice of each assessment to every Owner subject thereto at
least thirty (30) days in advance of each annual assessment period; and
(3) foreclose the lien against any property for which assessments are not paid
within thirty (30) days after due date or to bring an action at law against
the owner personally obligated to pay the same.
(d) Issue, or to cause an appropriate officer to issue, upon demand by any
person, a certificate setting forth whether or not any assessment has been
paid. A reasonable
charge may be made by the Board for the issuance of these certificates. If
a certificate states an assessment has been paid, such certificate shall be
evidence of such payment;
(e) procure and maintain adequate liability and hazard insurance on property
owned by the Association;
(f) cause all officers or employees having fiscal responsibilities to be bonded,
as it may deem appropriate;
(g) cause the Common area to be maintained.
OFFICERS AND THEIR DUTIES
Section 1. Enumeration of Offices. The officers of this association shall be
a president and vice-president, a secretary, and a treasurer, and such other
officers as the Board may from time to time by resolution create.
Section 2. Election of Officers. The election of officers shall take place
at the first meeting of the Board of Directors following each annual meeting
Section 3. Term. The officers of this Association shall be elected annually
by the board and each shall hold office for one (1) year unless he shall sooner
resign, or shall be removed, or otherwise disqualified to serve.
Section 4. Special Appointments. The Board may elect such other officers as
the affairs of the Association may require, each of .whom shall hold office
period, have such authority, and perform such duties as the Board may, from
time to time, determine.
Section 5. Resignation and Removal. Any officer may be removed from office
with or without cause by the Board. Any officer may resign at any time giving
notice to the Board, the president or the secretary. Such resignation shall
take effect on the date of receipt of such notice or at any later time specified
and unless otherwise specified therein, the acceptance of such resignation
shall not be necessary to make it effective.
Section 6. Vacancies. A vacancy in any office may be filled by appointment
by the Board. The officer appointed to such vacancy shall serve for the remainder
of the term of the officer he replaced.
Section 7. Multiple-Offices. The offices of secretary and treasurer may be
held by the same person. No person shall simultaneously hold more than one
of the other offices except in the case of special offices created pursuant
to Section 4 of this Article.
Section 8. Duties. The duties of the officers are as follows:
(a) The president shall preside at all meetings of the Board of Directors;
shall see that orders and resolutions of the Board are carried out; shall sign
leases, mortgages, deeds and other written instruments and shall co-sign all
checks and promissory notes.
(b) The vice-president shall act in the place and stead of the president in
the event of his absence, inability or refusal to act, and shall exercise and
such other duties as may be required of him by the Board.
(c) The secretary shall record the votes and keep the minutes of all meetings
and proceedings of the Board and of the members; keep the corporate seal of
the Association and affix it on all papers requiring said seal; serve notice
of the board and of the member; keep appropriate current records showing the
members of the Association together with their addresses, and shall perform
such other duties as required by the Board.
(d) The treasurer shall receive and deposit in appropriate bank accounts all
monies of the Association and shall disburse such funds as directed by resolution
of the Board of Directors; shall sign all checks and promissory notes of the
Association; keep proper books of account; cause an annual audit of the Association
books to be made by a public accountant at the completion of each fiscal year;
and shall prepare an annual budget and a statement of income and expenditures
to be presented to the membership at its regular annual meeting, and deliver
a copy of each to the members.
The Association shall appoint an Architectural Review Board, as provided in
the Declaration, and a Nominating Committee, as provided in these By-Laws.
the Board of Directors shall appoint other committees as deemed appropriate
in carrying out its purpose.
BOOKS AND RECORDS
The books, records and papers of the Association shall at all times, during
reasonable business hours, be subject to inspection by any member. The Declaration,
Articles of Incorporation and the By-Laws of the Association shall be available
for inspection by any member at the principal office of the association, where
copies may be purchased at reasonable cost.
As more fully provided in the Declaration, each member is obligated to pay
to the Association annual and special assessments which are secured by a continuing
lien upon the property against which the assessment is made. Any assessments
which are not paid when due shall be delinquent. If the assessment is not paid
within ten (10) days after the due date, and there shall be a late penalty
Five (5%) Percent of the total assessment due plus Twelve (12%) Percent interest
per annum, and the Association may bring an action at law against the Owner
personally obligated to pay the same or foreclose the lien against the property,
costs, and reasonable attorney's fees of any such action shall be added to
the amount of such assessment. No Owner may waiver or otherwise escape liability
for the assessments provided for herein by nonuse of the conmen Area or abandonment
of his Lot.
The Association shall have a seal in circular form having within its circumference
the words: Mystic at Mariners' Village Community Association, INC. corporate
Section 1. These By-Laws may be amended, at a regular or special meeting of
the members, by a vote of a majority of a quorum of members present in person
by proxy, except that the Federal Housing Administration or the Veterans Administration
shall have the right to veto amendments while there is Class B membership.
Section 2. In the case of any conflict between the Articles of Incorporation
and these By-Laws, the Articles shall control; and in the case of any conflict
between the Declaration and these By-Laws, the Declaration shall control.
The fiscal year of the Association shall begin on the first day of January
and end on the 31st day of December of every year, except that the first fiscal
shall begin on the date of incorporation.
IN WITNESS WHEREOF, we, being all of the directors of the Mystic at Mariners',
Village Community Association Inc., have hereunto set our hands this 18th day
of May, 1989.
I, the undersigned, do hereby certify:
THAT I am the duly elected and acting secretary of the Mystic at Mariners'
village Community Association, Inc., a Florida non-profit corporation, and,
THAT the foregoing By-Laws constitute the original By-Laws of said Association,
as duly adopted at a meeting of the board of Directors thereof, held on the
18th day of May, 1989.
IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed the seal
of said Association this 18th day of May, 1989.