Amendment to Articles of Incorporation

 

PROPOSED AMENDMENT TO THE ARTICLES OF INCORPORATION AND BY-LAWS OHOLLY LAKE ASSOCIATION, INC.  (Approved and Presented by 2017 Board,  Pending Date of required Membership meeting by 2018 Board)

(Please note: New words inserted in the text are underlined, and words deleted are lined through with hyphens.)

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FIFTH:            Every person or entity who is a record Owner of a fee or undivided fee interest in any Lot which is located in HOLLY LAKE MOBILE HOME PARK, Pembroke Pines, Florida, shall be a Member of the Association. The foregoing is not intended to include persons or entities who hold an interest merely as security for the performance of an obligation. Membership shall be appurtenant to and may not be separated from ownership of any Lot which is subject to assessment by the Association. Ownership of such Lot shall be the sole qualification for membership except that no corporation, partnership or similar entity shall be permitted to own a Lot. In addition, no owner shall have more than one membership, regardless of how many lots are owned.

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ELEVENTH: The Board of Directors shall have all powers and duties referred to in the Declaration, these Articles of Incorporation, and By-Laws and in the laws of the State of Florida respecting corporations not for profit. The powers of the Board of Directors shall include, but shall not be limited to the following: (a) to administer the affairs of the Corporation, (b) to engage the services of manager or managing agent for the property and to fix the terms of such management agreement and the compensation and the authority of the manager or managing agent, and (c) to promulgate such rules and regulations concerning the operation and use of the property or the Recreational Areas as may be consistent with the Declaration and to amend the same from time to time, and (d) to adopt, publish and enforce rules and regulations pertaining to the sale, lease or transfer of a mobile type home site or any part thereof, and (e) (d) to provide for the maintenance, repair and replacement of the Recreational Areas, and (f) (e) to estimate and adopt an annual operating budget and to provide for the assessment and collection from the Lot Owners of their respective shares of all estimated expenses.

 

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PROPOSED AMENDMENTS TO THE BY-LAWS OF HOLLY LAKE ASSOCIATION, INC.

(Please note: New words inserted in the text are underlined, and words deleted are lined through with hyphens.)

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ARTICLE II

 

Section 1.        “ASSOCIATION” shall mean and refer to HOLLY LAKE ASSOCIATION, INC., a non-profit Florida not-for-profit Corporation, its successors and/or assigns.

 

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ARTICLE III

 

Section 1.        Membership. Every person or entity who is a record owner of a fee or undivided fee interest in any Lot which is subject to the Declaration shall be a Member of the ASSOCIATION. The foregoing is not intended to include persons or entities who hold an interest merely as security for the performance of an obligation. Membership shall be appurtenant to and may not be separated from ownership of any Lot. Ownership of such Lot shall be the sole qualification for membership. No corporation, partnership, or similar entity shall be permitted to own a Lot. In addition, no owner shall have more than one membership, regardless of how many lots are owned. With regard to corporations or other entities which own Lots, such entities must provide the Association with such information reasonably requested by the Association related to holders of beneficial interests in such Lots.

 

Section 2.        Suspension of Membership. During any period in which a Member shall be more than ninety (90) days in default in payment of any monetary obligation to the Association monthly maintenance fee, or special assessment levied by the ASSOCIATION, the voting rights, and eligibility to run for office of such Member shall be suspended by the Board of Directors in compliance with the provisions of Fla.Stat. 720.305(4) and (5). Suspension shall remain in effect for a period of three (3) working days after the default in payment has been satisfied. Such rights of Member may also be suspended, after notice and hearing, for a period not to exceed one hundred eighty (180) days for violation of the rules and regulations established by the Board and/or Members, as may be applicable, governing the use of the Recreational Areas and facilities.

 

 

Section 3.        Voting Rights. There shall be one class of membership. Members shall be all those Owners as defined in paragraph Fifth of the Articles of Incorporation. When more than one Owner holds an interest in any Lot, all such Owners shall be Members. Owners of a Lot shall be entitled to cast one vote for each member. However, voting is limited to a maximum of 2 votes per Lot. No Owner shall have more than one (1) vote regardless of how many lots are owned.

 

With regard to Lots owned by entities (other than natural persons), the person entitled to cast the vote for the member shall be designated by a certificate signed by an appropriate officer or other authorized person for such entity and filed with the Association. A certificate designating a voting representative shall be valid until revoked or superseded by a subsequent certificate or until a change occurs in the ownership of the Lot concerned. If a certificate is not on file for an entity-member, or if such certificate has been revoked and a subsequent certificate has not been filed with the Association, the vote attributable to such entity-member shall not be considered in determining whether a quorum is present, nor for any other purposes, and the total number of authorized votes in the Association shall be reduced accordingly until such certificate is filed.

 

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ARTICLE V

BOARD OF DIRECTORS: SELECTION: TERM OF OFFICE

 

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Section 3.        Resignation and Removal. Any Director may resign at any time. Such resignation must be in writing and presented to the Board. Such resignation shall take effect on the date of receipt of such resignation or at any later date specified therein, and the acceptance of such resignation shall not be necessary to make it effective. Any Director who resigns from the Board is prohibited from running for a position on the Board at the next two annual elections following his or her resignation. Any Director may be removed from the Board, with or without cause, by a majority vote of all the Members of the Association as provided in Florida Statutes Section 720.303(10). In the event of death, resignation or removal of the Directors, the vacancy may be filled in an election at a special meeting of the Membership by the affirmative vote of a majority of the remaining directors and shall serve 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 must may be reimbursed for his actual expenses incurred in the performance of his duties, after submitting a receipt for and receiving approval from two Directors of the Association, other than the Director requesting such reimbursement the financial committee.

 

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ARTICLE VII

NOMINATION AND ELECTION OF DIRECTORS

 

Section 1.        Nomination and Notice. Not less than sixty (60) days before a scheduled election, the Association shall mail or deliver, to each member, a first notice of the date of the election. Any qualified member desiring to be a candidate for the Board of Directors must give written notice to the Association by not less than thirty (30) days before such election of such intention, including one specific officer-position for which such qualified member wishes to be a candidate. In addition, any qualified member desiring to be a candidate for the Board of Directors may be nominated from the floor of a Nominations (Membership) Meeting which must be held between 60 and 40 days prior to the date of the elections. At the Nominations Meeting, a qualified member may self-nominate or may accept his or her nomination if made by another member. (A “second” is not needed for such nominations.) Any candidate may also provide the Association with a one-page (no larger 8 ½” x 11”, one side) information sheet by no later than twenty-five (25) days before such election. (The Association is not responsible for the contents of any such information sheets provided by candidates.) Nomination for election to the Board of Directors shall be made at the full membership meeting in November from the floor. Each nominee will run for one specific office on the Board. There shall be as many nominations for election to the Board of Directors as there are vacancies that are to be filled. The Treasurer and/or the Association’s management shall provide any information regarding delinquent accounts to the Board of Directors. The nominees must be announced at the November meeting. Nominees will be required to be active by having attended a minimum of two (2) General Membership meetings during the current year and be a deed owner a member of Holly Lake for no less than one (1) year, may not be delinquent in the payment of any fee, fine, or other monetary obligation to the Association, and may not be otherwise disqualified for Board membership for the reasons set forth in Fla.Stat. 720.306(9), all as of the deadline for submission of nominations. Within one business day of receipt of a nomination from a qualified member, the Association shall publish by all available and commonly-used means (including, but not limited to, e-mail blast, website posting, and/or clubhouse posting) such nomination, including the candidate’s name and the position for which he/she is nominated. Further, immediately following the deadline for submission of nominations, the Association shall publish, by all available and commonly-used means (including, but not limited to, e-mail blast, website posting, and/or clubhouse posting), the slate of candidates for each Board/officer-position. In addition, during the month of December, following the deadline for submission of nominations but before the date of the election, the Association shall host a “Candidate’s Night” at which each candidate will be given an opportunity to speak to the members in attendance regarding his/her candidacy, qualifications for office, and intentions relating to the exercise of his/her duties in office, if elected.

 

Following the deadline for submission of nominations, but by no later than twenty-one (21) days prior to the date of such election, the Association shall mail or deliver to each member, a second written notice of such elections. With such notice, the Association must

provide a copy of any information sheets submitted by candidates (all information sheets must be provided together and in the same manner—the Association may not give favorable treatment to any candidate nor his/her information sheet), and the Association must provide each member qualified to vote (except for those members whom have timely consented to participate in an

 

 

operational online/electronic voting system) with an absentee ballot with which such member may cast his or her vote in the elections, along with an inner and outer envelope which may be used to cast such absentee ballot in compliance with Fla.Stat. 720.306. In addition, the Association shall make absentee ballots and envelopes available at the office of the Association and/or its management. In lieu of submission of an absentee ballot, a member qualified to vote may cast his/her ballot at the election meeting and, if available, by online/electronic vote. Regardless of the manner in which ballots/votes are cast, no member qualified to vote may cast more ballots/electronic votes than such member is entitled to cast pursuant to the provisions of the Declaration, Articles of Incorporation, and/or By-laws of the Association.

 

Section 2.        Election. Election to the Board of Directors shall be by secret ballot, limited proxy, or absentee ballot, or electronic vote (if available), as indicated in Section 1, hereinabove. For At such election, the votes of the Members (eligible to vote) or their limited proxy and absentee ballots may be cast, in respect to each vacancy, as set forth in many votes as they are entitled to exercise under the provisions of the Declaration, Articles of Incorporation, and/or By-laws of the Association. At such election, ballot envelopes shall be opened and votes shall be tallied, for each of the following Board/officer-positions, by an election committee, The voting shall proceed in the following manner:

 

1st – President 2nd – Vice President

3rd – Treasurer

4th – Recording Secretary 5th – Corresponding Secretary

 

The vote for each Each office shall be tallied separately, voted by separate ballot and the person receiving the highest number of votes for each office shall be declared elected to the office for which he/she ran, after those ballots are counted. After each election to specific office, nomination for the next office shall be permissible. All new Board members/Officers shall be deemed seated as of the close of the election sworn in by the Management Company at the Transitional Meeting between the outgoing and incoming Board of Directors to be held the first week of January, after the Annual December Election, to allow the outgoing Board to complete the social projects for the year.

 

In the case of a tie vote for any office on the Board of Directors, or in the case that a quorum is not attained for the Annual Meeting/election, a Special Election Meeting for that office (or those offices) only shall be held within one month of the Annual Meeting/election. The same procedures used for the Annual Election Meeting, commencing with the second notice of election described in Section 1, hereinabove, will be followed. The Quorum shall be the same as the Annual Election. Special Election notice, nominees names and absentee ballots shall be mailed to all homeowners and posting of Special Election Notice.

 

All sealed limited proxies and absentee ballots shall be held by the Association and/or Management Company and may not be opened prior to the election. Verification of outer envelopes may commence and voters names checked for eligibility, before witnesses, one hour prior to the formal opening of the Annual Meeting/election.

 

 

All limited proxies and absentee ballots must be received by the Association/Management by four (4) P.M. the day preceding the annual meeting/election.

 

No secret ballots at the annual meeting/election will be accepted given out after the Chairperson has called for the First Vote first outer envelope is opened.

 

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ARTICLE VIII

POWERS AND DUTIES OF THE BOARD OF DIRECTORS

 

Section 1.        Powers. The Board of Directors shall have the power:

 

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  1. Must 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 or four (4) non-consecutive meetings of the Board of Directors and/or General Membership Meetings To permit a member of the Board of Directors to attend Board meetings via speaker phone or other manner of means of telecommunications conferencing where such member can, both, hear and be heard by Board members and Owners/members present at the physical location of such meeting. Further, upon the written request of a member of the Board of Directors to attend a Board meeting via speaker phone or other means of telecommunications conferencing (through which all persons in attendance, physically and via remote conferencing, can hear each other simultaneously), made at least 48 hours prior to the Board meeting, the Board of Directors must accommodate such absent member of the Board of Directors and permit his/her remote attendance at such meeting. In such circumstance, the Board shall ensure that, by no later than 24 hours prior to the such meeting, the intended method of telecommunications conferencing has been tested to ensure functionality.

 

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  1. Any assessment of Members on a per lot basis must be voted on by a majority of the Members present at a Special Meeting called for that purpose To adopt, publish and enforce rules and regulations pertaining to the sale, lease or transfer of a mobile type home site or any part thereof.

 

  1. DELETED. All expenditures over $1,000.00 must be voted on by the General Membership. In the case of an emergency expenditure, 24 hour posted notice shall be given of the Special Meeting. This does not include any expenditures required in the case of Code enforcement violation, where the Board of Directors would be negligent if same were not completed, regardless of cost

 

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ARTICLE X MEETINGS OF MEMBERS

 

Section 1.        Annual Meetings. The Annual Meeting of the Members shall be held in the month of December of each year, at a date, time and place as determined by the Board of Directors. For the purpose of election at the annual meeting, a Quorum of not less than five percent (5%) of the total number of members eligible to vote membership, present in person and/or by limited proxy, or absentee ballot, or electronic vote must be achieved. Quorum for general meetings and special meetings (unless otherwise stated in these By-laws) will be as stated in Article X – Section 5.

 

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 five percent (5%) of all the eligible membership. Any assessment of Members on a per lot basis must be voted on by a majority of the Members present at a Special Meeting called for that purpose.

 

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Section 5.        Quorum. A quorum at members’ meetings will consist of not less than five percent (5%) of the total number of members eligible to vote, present in person or by limited proxy, absentee ballot, or electronic vote at such meetings.

 

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Section 7.        Absentee Ballots and Proxies. At all meetings of the Members, each eligible member may vote in person, by absentee ballot or limited proxy (as appropriate), or by electronic vote (if available). All absentee ballots or limited proxies shall be in writing and filed with the Association or its Management Company by four (4) P.M. the day preceding the voting. Every absentee ballot or limited proxy (except for the election of Directors/officers) shall be revocable and shall automatically cease upon conveyance of the Member of his Lot. All absentee ballots or limited proxies shall automatically be cancelled after the action and date for which they were intended is complete. In any event, such absentee ballots and limited proxies shall automatically expire ninety (90) days after the initial date of the meeting for which they were originally given.

 

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ARTICLE XI OFFICERS AND THEIR DUTIES

 

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Section 2.        Installation of Officers. Elected Officers/Board members will be deemed seated as of the close of sworn in at the first meeting following the meeting in which they are elected.

 

 

Section 3.        Term. The Officers/Board members of this Association shall be elected annually by the Membership and each shall hold office, at the discretion of the Board, until the next annual meeting and the seating of his/her successors, or unless he/she shall resign, or shall be removed or otherwise be disqualified from serving on the Board or as an Officer of the Association.

 

Section 4.        Resignation and Removal. Any Officer may be removed from office per Article V – Section 3, of these By-Laws for the removal of a Director. Any Officer may resign at any time. Such resignation must be in writing and presented to the Board. Such resignation shall take effect on the date of receipt of such resignation or at any later date specified therein, and the acceptance of such resignation shall not be necessary to make it effective. Any Director who resigns from the Board is prohibited from running for a position on the Board at the next two annual elections following his or her resignation.

 

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Section 7.       Duties. The general duties of the Officers (which may be delegated, where appropriate, to Management or other third parties by specific directive of the Officer to whom such duty is assigned, hereinbelow, at which time the Officer’s duty becomes supervisory as to the delegated duty), are as follows:

 

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ARTICLE XIV AMENDMENTS

 

Section 1.        These By-laws may be amended at a duly called meeting of the Members, at which at least ten percent (10%) of the total number of members eligible to vote are present (in person, by limited proxy, by absentee ballot, or by electronic vote), by approval of a majority of those members eligible to vote who are present at such meeting a vote of ten percent (10%) of the Members present or by notarized absentee ballot or limited proxy. Notwithstanding the foregoing, the total number of votes to approve of any amendment to the By-laws must be equate to, at least, 10 percent (10%) of the total number of members eligible to vote in the community.

 

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