3 Jan 1986
BY-LAWS OF FRANKLIN FARMS
HOMEOWNER’S ASSOCIATION, INC.
ARTICLE I
NAME AND LOCATION. The name of the corporation is FRANKLIN FARMS HOMEOWNERS ASSOCIATION, hereinafter referred to as the “Association”. The principal office of the corporation shall be located at 14100 Palmetto Frontage Road, Miami Lakes, Florida 33016 but meeting of members and directors may be held at such places within the State of Florida, County of Broward, as may be designated buy the Board of Directors.
ARTICLE II
DEFINITIONS
Section 1. “Association” shall mean and refer to FRANKLIN FARMS HOMEOWNERS ASSOCIATION, INC, and 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 addition thereto as may hereafter be brought within the jurisdiction of the Association.
Section 3. Not used
Section 4 “Lot” shall mean and refer to any plot of land shown upon any recorded subdivision map of the Properties.
Section 5. “Owner” shall mean and refer to the record owner, whether one of 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 PULTE HOME CORPORATION, VSM DEVELOPMENT, INC. AND BSHS CORPORATION, their 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 Second Amendment – Declaration of Covenants, Conditions, Restrictions and Easements applicable to the Properties recording among the Public Records of Broward County, Florida.
Section 8. “Member” shall mean and refer to those persons entitled to membership as provided in the Declaration.
ARTICLE III
MEETING OF MEMBERS
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 within thirteen (13) months of the previous meeting, to commence between the hours of 7:00 – 8:00 o’clock P.M. (November 6, 1991 amendments)
Section 2. Special Meetings. Special meetings of the members may be called at any time by the president of by the Board of Directors, or upon written request of the members who are entitle 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 meting, the purpose of the meeting.
Section 4. Quorum. The presence at the meeting of members entitled to cast, or 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 the power to adjourn the meeting for time to time, without notice other that announcement at the meeting, until a quorum as aforesaid shall re 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 Lots.
ARTICLE IV
BOARD OF DIRECTORS: SELECTION: TERM OF OFFICE
Section 1. Number. The affairs of this Association shall be managed by a Board of five (5) to nine (9) directors, who are members of Franklin Farms Homeowners’ Association. (November 6, 1991 amendments)
Section 2. Term of Office. At the first annual meeting the members shall elect three directors for a term of one year, three directors for a term of two years and three directors for a term of three years; and at each annual meeting thereafter the members shall elect three directors for a term of three years.
Section 3. Removal. Any director may be removed from the Board, with or without cause, by a majority vote of the member s 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 of the directors. Any action so approved shall have the same effect as though taken at a meeting of the directors.
ARTICLE V
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 from 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 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 form among members or non-members.
Section 2. Special Meetings. Special meetings of the Board of Directors shall be held when called by the president of the Association or by any two directors, after not less that three (3) days notice to each director.
Section 3. Quorum. A majority of the number of directors shall constitute a quorum for the transaction of business. Every act or decision done or made by a majority of the directors present at a duly held meeting at which a quorum is present shall be regarded as the act of the Board.
The following section was amended on November 22, 1998.
ARTICLE VI
MEETINGS OF DIRECTORS
Section 1. Regular Meetings. Commencing January 1, 1999, regular meetings of the Board of Directors shall be held every second month with statutory notice as same may be amended from time to time by resolution of the Board. Should said meeting fall upon a legal holiday, then that meeting shall be rescheduled to a time as determined by the Board of Directors.
Section 2. Special Meetings. Special meetings of the Board of Directors shall be held when called by the president of the Associating, or by any tow directors, after not less that three (3) days notice to each director.
Section 3. Quorum. A majority of the number of directors shall constitute a quorum for the transaction of business. Every act or decision done or made by a majority of the directors present at a duly held meeting at which a quorum is present shall be regarded as the act of the Board.
ARTICLE VII
POWERS AND DUTIES OF THE BOARD OF DIRECTORS
Section 1. Powers. The Board of Directors shall have power to:
(a) adopt and publish rules and regulations governing the use and maintenance of the Properties and to establish penalties for the infraction thereof;
(b) suspend the voting rights facilities of a member during any period in which such member shall be in default in the payment of any assessment levied by the Association. Such rights may also be suspended after notice and hearing, for a period not to exceed 60 days for infraction of published rules and regulations;
(c) exercise for the Association all powers, duties and authority vested in or delegated to this Association and not reserved to the membership by other provision of these By-Laws, the Articles of Incorporation, o the declaration;
(d) 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 meetings of the Board of Directors; and
(e) employ a manager, an independent contractor or such other employees as they deem necessary, and to prescribe their duties.
The following section was added by amendment on November 14, 2000.
(f) The Association may levy a fine or fines for failure to comply with the terms of the documents or regulations as provided below. In the event it is necessary that the Directors bring a legal proceeding for the enforcement and/or the abatement of, as the case may be, of any provision of the restrictive covenants, than in such event the OWNER or lessee shall pay for the costs and expenses of such legal proceeding by the Association, including reasonable attorney’s fees, provided that the Association has been successful in such litigation.
In addition to the means for enforcement provided elsewhere herein, the Association shall have the right to assess fines against a Lot Owner or its guests, relatives or lessees, in the manner provided herein, and such fines shall be collectible as any other assessment such that the Association shall have a lien against each unit for such purpose, as provided in the Declaration.
(i) The Board of Directors shall be charged with determining where there is probable cause that any of the provisions of the Declarations of Covenants and Restrictions, the Articles of Incorporation, By-Laws, and the Rules and Regulations of the Association, regarding the use of lots, common and recreation areas, or Association property , are being or have been violated. In the event that the Board determines an instance of such probable cause, it shall thereupon provide written notice to the person alleged to be in violation, and the Owner of the lot which that person occupies if that person is not the Owner, of the specific nature of the alleged violation and of the opportunity for a hearing before a Fining Committee in not less than fourteen (14) days of the sending of the notice. The notice shall also specify, and it is hereby provided that each recurrence of the alleged violation or each day during which it continues shall be deemed a separate offence, subject to a separate fine for each offence, not to exceed the highest rate allowed by law, as same may be amended from time to time.
(ii) At the hearing the Committee shall hear any defense to the charges including any witness that the alleged violator, the Lot Owner, or the Board may produce. Any party at the hearing may be represented by counsel.
(iii) Subsequent to the hearing, the Committee shall determine whether there is sufficient evidence of a violation or violations as provided herein. If the Committee determines that there is sufficient evidence, it may approve a fine for each violation in the amount provided herein.
(iv) A fine pursuant to this section shall be assessed against the Lot which the violator occupied at the time of the violation, whether of not the violator is an Owner of that Lot, and shall be collectible in the same manner as any other assessment, including by the Association’s lien rights as provided in the Declaration. Nothing herein shall be construed to interfere with any right that a Lot Owner may have to obtain from a violator occupying his unit payment in the amount of any fine or fines assessed against that Lot.
(v) Nothing herein shall be construed as a prohibition of or a limitation on the right of the Board of Directors to pursue other means to enforce the provisions of the Associations documents, including but not limited to legal action for damages or injunctive relief.
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
writing 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 issuance of these certificates. If a certificate states an assessment has been paid, such certificate shall be conclusive evidence of payment;
(e) produce 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 be deemed appropriate;
(g) cause the property to be maintained.
ARTICLE VIII
OFFICERS AND THEIR DUTIES
Section 1. Enumeration of Officers. The officers of this Association shall be a president and vice-president, who shall at all times be members of the Board of Directors, 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 of the members.
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 for such period, has 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 written 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 therein, 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 her replaces.
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:
President
(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 all leases, mortgages, deeds and other written instruments and shall so-sign all checks and promissory notes.
Vice-President
(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 discharge such other duties as may be required of him by the Board.
Secretary
(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 meetings of the Board and of the members; 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.
Treasurer
(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 book to be made *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.
*by a public accountant removed by amendment on November 10, 1993.
ARTICLE IX
COMMITTEES
The Association shall appoint an Architectural Control Committee, as provided in the Declaration, and a Nominating Committee, as provided in these By-Laws. In addition, the Board of Directors shall appoint other committees as deemed appropriate in carrying out its purpose.
ARTICLE X
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, the 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.
ARTICLE XI
ASSESSMENTS
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 thirty (30) days after the due date, the assessment shall bear interest from the date of delinquency at the rate of 10 percent 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, and interest, 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 abandonment of his Lot.
ARTICLE XIII
CORPORATE SEAL
The Association shall have a seal in circular form having within its circumference the words: Franklin Farms Homeowners Association, Inc.
ARTICLE XIII
AMENDMENTS
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 or 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.
ARTICLE XIV
MISCELLANEOUS
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 year shall begin on the date of incorporation.
January 3, 1986
|
