Bylaws
RESTATED AND AMENDED
BYLAWS
OF
BROOK HOLLOW COMMUNITY ASSOCIATION, INC.
ARTICLE 1
NAME AND LOCATION
The name of the corporation is BROOK HOLLOW COMMUNITY ASSOCIATION, INC. (hereinafter referred to as the “Association”). The principal office of the Association shall be located at P.O. Box 369, Melbourne, Florida 32902-0369, but meeting of members and Directors may be held at such places within the United States of America as may be designated by the Board of Directors.
ARTICLE II
DEFINITIONS
Section 1. “Association” shall mean and refer to BROOK HOLLOW COMMUNITY ASSOCIATION, INC. its successors and assigns.
Section 2. “Property” shall mean and refer to that certain real property described in the Declaration of Covenants and Restrictions, and such additions thereto as may hereafter be brought within the jurisdiction of the Association.
Section 3. “Common Area” shall mean and refer to all property owned by the Declarant, or conveyed to the Association for the common use and enjoyment of the Owners, as further defined in the Declaration.
Section 4. “Lot” shall mean and refer to any plot of land shown upon any recorded subdivision map of the Property with the exception of any Common Area or street, roadway, driveway, parking area, or other area dedicated to the Town of Malabar or to public use.
Section 5. “Owner” shall mean and refer to the record owner, whether one or more persons and/or entities, of the fee simple title, to any Lot or Dwelling Unit which is a part of the Property, including contract sellers, but excluding those having such interest merely as security for the performance of an obligation.
Section 6. “Original Declarant” shall mean and refer to DBC/WOODSIDE MELBOURNE, LTD., a Florida limited partnership, its successors and assigns.
Section 7. “Declaration” shall mean and refer to the Declaration of Covenants and Restrictions for Brook Hollow, Phase 1, recorded in Official Records Book 2834, Page 752, Public Records of Brevard County, Florida as may be properly amended from time to time.
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 July 15, 1987 and each subsequent annual meeting of the members shall be held during the month of November of each year thereafter.
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 the votes
Section 3. Notice of Meetings. Written notice of each meeting of the members shall be given by, or at the directions of the Secretary or persons authorized to call the meeting, by mailing a copy of such notice, postage prepaid, at least fifteen (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-third (1/3) of the votes shall constitute a quorum for any action except as otherwise provided in the Articles of Incorporation, the Declaration, or these Bylaws. 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 from time to time, subject to the same notice requirement.
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.
ARTICLE IV
BOARD OF DIRECTORS: SELECTION: TERM OF OFFICE
Section 1. Number. The affairs of this Association shall be managed by a Board of seven (7) Directors, who must be members of the Association.
Section 2. Term of Office. At each annual meeting the members shall elect seven (7) Directors for a term of one (1) year.
Section 3. Removal. Any Director 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, the 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 they may render to the Association. However, any Director may be reimbursed for their actual expenses incurred in the performance of their 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.
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 (2) or more members of the Association. The nominating Committee shall be appointed by the Board of Directors two (2) months prior to each annual meeting of the members, to serve until the close of such annual meeting and such appointment shall be announced prior to the 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 no less than the number of vacancies to be filled. Such nominations must be made from among members
Section 2. Election. Election to the Board of Directors shall be by secret written ballot. At such election the members in person or by proxy shall vote with 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.
ARTICLE VI
MEETINGS OF DIRECTORS
Section 1. Regular Meetings. Regular meetings of the Board of Directors may be held monthly without notice, at such place and hour as may be fixed from time to time by resolution of the Board. Should said meeting fall upon a legal holiday then that meeting shall be held at the time on the next day which is not a legal holiday.
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 (2) Directors, after not less than 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 the power to:
(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) Suspend the voting rights and right of use of the recreational 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 sixty (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 provisions of these Bylaws, the Articles of Incorporation, or 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 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.
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 members who are entitled to vote;
(b) Supervise all officers, agents and employees of this Association including the elected members of the Architectural Review Committee 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 conclusive 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.
(h) Obtain approval by a majority of the owners for all capital expenditures in excess of $4,000.00.
ARTICLE VIII
OFFICERS AND THEIR DUTIES
Section 1. Enumeration of Offices. 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 hold office for one (1) year unless they shall sooner resign, or shall be removed, or otherwise disqualified to serve, and shall serve until their successor is chosen.
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, 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 written notice to the Board, the President or the Secretary. Such resignation shall take effect on the date of receipt of each 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 they replace.
Section 7. Multiple Offices. Any two (2) or more offices may be held by the same person except that the President shall not also serve as the corporate Secretary.
Section 8. Duties. The duties of the officers are as follows:
(a) President. 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 co-sign all checks and promissory notes.
(b) Vice-President. 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.
(c) Secretary. The Secretary shall record the votes and keep the minutes of all minutes of all meetings and proceedings of the Board and 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.
(d) Treasurer. 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’s 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.
ARTICLE IX
COMMITTEES
The Board shall appoint three (3) of its Directors as the Architectural Review Committee to carry out the duties and responsibilies as provided for in the Declaration, and 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 Bylaws 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 maximum rate of interest permitted by law per annum along with the right of the Association to collect reasonable attorneys’ fees and costs. Thereafter, the Association may bring an action at law against the Owner personally obligated to pay the same and/or foreclose the lien against the property, and interest, costs, and reasonable attorneys’ fees of any such action shall be added to the amount of such assessment. No Owner may waive or otherwise escape liability from the assessments provided for herein by nonuse of the Common Area or abandonment of his Lot.
ARTICLE XII
CORPORATE SEAL
The Association shall have a seal in circular form having within its circumference the words: BROOK HOLLOW COMMUNITY ASSOCIATION, INC.
ARTICLE XIII
AMENDMENTS
Section 1. These Bylaws may be amended, at a regular or special meeting of the Membership, by a vote of a majority of a quorum of all members voting in person or by proxy.
Section 2. In the case of any conflict between the Articles of Incorporation and these Bylaws, the Articles shall control; and in the case of any conflict between the Declaration and these Bylaws, the Declaration shall control.
ARTICLE XIV
MISCELLANEOUS
The fiscal year of the Association shall begin on the 1st 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.
IN WITNESS WHEREOF, we, being all of the Directors of BROOK HOLLOW COMMUNITY ASSOCIATION, INC., have hereunto set our hands this day of 1995.
STATE OF FLORIDA
COUNTY OF BREVARD
The foregoing instrument was acknowledged before me this day of , 1995, by ( ) who is personally known to me or ( ) has produced _, as identification who did take an oath.
NOTARY PUBLIC
sign______________________________
print name________________________
State of Florida at Large
Commission No.:
My Commission Expires:
STATE OF FLORIDA
COUNTY OF BREVARD
The foregoing instrument was acknowledged before me this day of , 1995, by ( ) who is personally known to me or ( ) has produced , as identification who did take an oath.
NOTARY PUBLIC
sign______________________________
print name________________________
State of Florida at Large
Commission No.:
My Commission Expires:
STATE OF FLORIDA
COUNTY OF BREVARD
The foregoing instrument was acknowledged before me this day of , 1995, by ( ) who is personally known to me or ( ) has produced _, as identification who did take an oath.
NOTARY PUBLIC
sign______________________________
print name________________________
State of Florida at Large
Commission No.:
My Commission Expires:
STATE OF FLORIDA
COUNTY OF BREVARD
The foregoing instrument was acknowledged before me this day of , 1995, by ( ) who is personally known to me or ( ) has produced _, as identification who did take an oath.
NOTARY PUBLIC
sign______________________________
print name________________________
State of Florida at Large
Commission No.:
My Commission Expires: