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HomeMy WebLinkAboutCountry Club Village ~ 1 t ~ ~ 1 ~ ~ ~ I ~ i j 1 l 1 '-11 . ( I l 1 J I } ::~ 1 -] 1 , ~l i ,.... . - - . ., BYLAWS OF COUNTRY CLUB VILLAGE AT TUSCAWILLA HOMEOWNERS ASSOCIATION, INC. ARTICLE I The name of the corporation is COUNTRY CLUB VILLAGE AT TUSCAWILLA HOMEOWNERS ASSOCIATION, INC., hereinafter referred to as the "Association". The principal office of the corporation shall be located at Winter Park, Florida, but meetings of members and directors may be held at such places within the State of Florida, County of Orange, or Seminole, as may be designated by the Board of Directors. ARTICLE II DEFINITIONS: Section 1. "Association" shall mean and refer to Country Club Village at Tuscawilla Homeowners Association, Inc., its success- ors and assigns. Section 2. "Properties" shall mean and refer to all of that certain property referred to and designated as "Community area (not public) II on the plat of Country Club Village at Tuscawilla, Unit One,and all plats recorded within the real property described in the Notice of Restrictions and Agreement of Maintenance and owned by the Association. Section 3. "Lot" shall mean and refer to any plot of land shown upon any recorded subdivision map of the properties. Section 4. II Memberll shall mean and refer to every person or entity who holds a membership in the Association. Section 5. II 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 development, including contract sellers, but excluding those having such interest merely as security for the performance of an obligation. Section 6. IIDeveloperll shall mean and refer to Country Club Village Builders, Inc., its successors and assigns, if such successors or assigns should acquire more than one undeveloped lot from the Developer for the purpose of development. Section 7. "Restrictions" shall mean and refer to the Restrictions and Agreement of Maintenance applicable to the Development recorded in the Office of the Clerk of the Circuit Court, Seminole County, Florida. Section 8. "Development" shall mean and refer to all of the property within Count~J Club Village at Tuscawilla, Phase I, and the additional property from time to time added in conformance with the II Restrictionsll . ARTICLE III 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 records to assessment by the Association, including contract sellers, shall be a member of the Association. The fore- going is not intended to include persons or entities who hold an interest merely as security for the performance of an obligation. n___ __._ '.., ..___...___n__."' .'. ~_ ..",.~,,_~,,_~_,..__~___,._~._h' __.__._..~,_.,~~._..._ ~~"__,. ... -, ._--------_._--~'~..._.....,......",. .fr"'~" '.<' No Owner shall have more than one(l) membership for each lot owner. 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 a lot shall be the sole qualification for membership. ARTICLE IV PROPERTY RIGHTS: RIGHTS OF ENJOYMENT. Section 1. Each member shall be entitled to the use and enjoyment of the Properties and facilities as provided in the Plat of Country Club Village at Tuscawilla,unit One, and other properties added from time to time in conformance with the "Restrictions". Any member may delegate his rights of enjoyment of the Properties and facilities to the members of his family, his tenants or contract purchasers, who reside on the property. Such member shall notify the secretary in writing of the name of any such delegee. The rights and privileges of such delegee are subject to suspension to th~ same extent as those of the member. . ARTICLE V BOARD OF DIRECTORS The affairs of this Association shall be managed by a board of three (3) directors, who need not be members of the Assoc- iation. The number of directors may be changed by amendment of the Articles of Incorporation of the Association. The names and addresses of the persons who are to act in the capacity of directors until the selection of their successors are: NAME RESIDENCE C. C. Tomlin, Jr. 1205 Howell Creek Drive Maitland, Florida 32751 Kenneth L. Winegardner 1104 Pheasant Circle l1aitland, Florida 32751 Harry A. Goehring 775 Altamonte Drive Altamonte Springs, Florida 32701 'l'heterm of the initial members of the Board of Directors shall be as follows: 1. C. C. Tomlin, Jr., shall serve for a period of two (2) years. 2. Kenneth L. Winegardner shall serve for a period of three (3) years. 3. Harry A. Goehring shall serve for a period of four (4) years. At the second annual meeting the members shall elect one (1) director for a term of one (1) year; and likewise shall elect on each successive year at each annual meeting the necessary directors to make three (3) members for the same term as each shall have terminated as is set forth above. Vacancy: In the event of death or resignation 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. 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. 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 -2- "- directors. Any action so approved shall have the same effect as though taken at a meeting of the directors. ARTICLE VI MEETINGS OF DIRECTORS: Section 1. Regular Meetings. Regular meetings of the Board of Directors shall be held monthly without notice, at such place and hour as may be fixea 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 same 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 Chairman of the Board, or by any 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 NOMINATION AND ELECTION OF DIRECTORS: Section 1. Nomination. Nomination for election to the Board of Directors shall be made by a nominating committee. Nomi- nations may also be made from ~he 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. Election. 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 bylaws. The persons receiving the largest number of votes shall be elected. Cumulative voting is not permitted. ARTICLE VIII POWER AND DUTIES OF THE BOARD OF DIRECTORS: Section 1. Powers. The Board of Directors shall have power: (a) To adopt and publish rules and regulations governing the use of the Properties, and the personal conduct of the members and their guests thereon, and to establish penalties for the infraction thereof. (b) To exercise for the Association all powers, duties and authority vested in or delegated to this Asso- ciation not reserved to the membership by other provisions of these bylaws, the Articles of Incorporation, or the Restrictions and Agreement of Maintenance. {c} To 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 (d) To employ a manager, an independent co~~ractor, or -3- 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: (a) To cause to be kept a complete record of all its acts and corporate affairs and to present a state- ment thereof to the members at the annual meeting of the members or at any special meeting, when such statement is requested in writing by two- thirds (2/3rds) of the Class A members who are entitled to vote. (b) To supervise all officers, agents and employees of this Association, and to see that their duties are properly performed; (c) As more fully provided herein and in the Restrictions: (1) to fix the amount of the annual assessment against each lot at least thirty (30) days in advance of each annual assessment period, as hereinafter provided in ARTICLE XII, and (2) to send written notice of each assessment to every owner subject thereto at least thirty (30) days in advance of each annual assess- ment period; (d) To issue, or to cause an appropriate officer to issue, upon demand by any person, a certificate setting forth whether any assessment has been paid. A reasonable charge may be made by the Board for the issuance of these certificates. Such certificate shall be con- clusive evidence of any assessment therein stated to have been paid; (e) To procure and maintain adequate liability insurance, and to procure adequate hazard insurance on property owned by the Association; (f) To cause the Properties to be maintained; and (g) To cause the exterior of the dwellings to be main- tained, as is more fully set forth herein. ARTICLE IX COMMITTEES: Section 1. The Association shall appoint an Architectural Control Committee as provided in the Restrictions and a nominating committee as provided in these bylaws. In addition, the Board of Directors shall appoint other committees as deemed appropriate in carrying out its purposes, such as: 1. A Maintenance Committee which shall advise the Board of Directors on all matters pertaining to the maintenance, r.epair or improvement of the Properties, and shall perform such other functions as the Board in its discretion, determines. 2. An Audit Committee which shall supervise the annual audit of the Association's books and approve the annual budget and statement of income and expenditures to be presented to the membership at its regular annual meetings as provided in ARTICLE XI, section 8 (d). The Treasurer shall be an ex officio member of the Committee. Section 2. It shall be the duty of each committee to receive complaints from members on any matter involving Association functions, duties, and activities within its field of responsibility. -4- ".. It shall dispose of such complaints as it deems appropriate or refer them to such other committee, director or officer of the Association as is further concerned with the matter presented. AR'rrCLE X MEETINGS OF MEMBERS: Section 1. Annual Meetings. The first annual meeting of the members shall be held within one (1) 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 10:00 o'clock A.M. If the day for the annual meeting of the members is a legal holiday, the meeting will be held at the same hour on the first day following which is not a legal holiday. Section 2. Special Meeting. 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 66-2/3% of all of the votes of the entire membership or who are entitled to vote 66-2/3% 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 ten (10) 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 meetings 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 bylaws. If, however, such quorum shall not be present or represented at any meeting, the members entitled to vote thereat shall have power to adjourn 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. ARTICLB XI OFFICERS AND THEIR DUTIES: Section 1. Enumeration of Offices. The officers of this Association shall be a president, vice president, a secretary, and a treasurer, who shall at all times be members of the Board of Directors, 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 fol- lowing 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 (l) 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, have such authority and perform such duties as the Board may form time to time determine. -5- "-...._-----,~~,~;.~,...,;,....;"'-~-,....".;,;,~".. .:.....,....;~~;;.;:;.,'" - ,.,-_....,_...--. ..._~--_.__....._. _.",..~,---._..",..~,-~-.~ "'.. ,....-- ._~--.__.~..-_. ..__....M"."''""_..,_,,~_.~. '___~"r__~'__'___'_~_____'__ -",'-- .- . ~-"-~.-.-----'--~------'-' -..-----.--.-. .._.._.~-'"-"_.._----_.. ~.:"- .' . ) -~ )- c......... Section 5. Resignation and Removal. Any officer may res~gn at any time by 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 in the manner prescribed for regular election. The officer elected to such vacancy shall serve for the remainder of the term of the officer he 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 any of the other offices except in the case of special offices created pursuant to Section 4 of this Article. follows: Section 8. Duties. The duties of the officers are as 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 co-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, in- ability 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 meet- ings 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 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 XII ASSESSMENTS: Section 1. Creation of the Lien and Personal Obligation of Assessments. By the Restrictions and Agreement of Maintenance each member is deemed to covenant and agree to special assessments, together with such interest thereon and costs of collection thereof, as hereinafter provided, which shall be a charge on the land and shall be a continuing lien upon the property against which each such assessment is made. Each such assessment, together with such interest, costs, and reasonable attorney's fees shall also be the personal obligation of the person who was the owner of such property at the time when the assessment fell due and shall not pass to his successors in title unless expressly assumed by them. Section 2. Purpose of Assessments. The assessments levied by the Association shall be used exclusively for the purpose of promoting the recreation, health, safety, and welfare of the residents in the development and in particular for the improvement -6- "",'~--', .....-_....~--,--_:--~_...,_.....-. ." .~.".-..--..-..~;-"~^'..- <:::::- ' and maintenance of the development, services and facilities devoted to this purpose and related to the use and enjoyment of the develop- me n t . Section 3. Basis and Maximum of Annual Assessments. Until January 1 of the year immediately following the conveyance of the first lot to an owner, the maximum annual assessment shall be THREE HUNDRED DOLLARS ($300.00) per lot. (a) From and after January 1 of the year immediately following the conveyance of the first lot to an owner, the maximum annual assessment may be increased effective January 1 of each year without a vote of the membership in conformance with the rise, if any, of the Consumer Price Index (published by the Department of Labor, Washington, D. C.) for the preceding month of July. (b) From and after January 1 of the year immediately following the conveyance of the first lot to an owner, the maximum annual assessment may be increased above that established by the Consumer Price Index formula by a vomof the mnrnbers for the next succeeding one (1) year and at the end of each such period of one (1) year, for each succeeding period of a year, provided that any such change shall have the assent of two-thrids (2/3) of the votes of each class of members who are voting in person or by proxy, at a meeting duly called for this purpose, written notice of which shall be sent to all members not less than ten (10) days nor more than thirty (30) days in advance of the meeting, setting forth the purpose of the meeting. The limitations hereof shall not apply to any change in the maximum and basis of the assessments undertaken as an incident to a merger or consolidation in which the Association is authorized to participate under its Articles of Incorporation. (c) After consideration of current maintenance costs and future needs of the Association, the Board of Directors may fix the annual assessment at an amount not in excess of the maximum. Section 4. Method of Computation when using the Consumer Price Index. The Consumer Price Index establishes the United States City Average numerical rating for the month of July, 1978, as 196.7. This will be the base rating. To determine the percentage to be applied to the maximum annual assessment for each subsequent year, divide this base rating into the numerical rating established by the Consumer Price Index for the month of July preceding the pro- posed assessment year. This adjustment percentage, if in excess of 100 percentum, is multiplied by the original maximum annual assessment to obtain the maximum assessment for the subsequent year. Section 5. Special Assessments for Capital Improvements. In addition to the annual assessments authorized above, the Association may levy in any assessment year, a special assessment applicable to that year only, for the purpose of defraying, in whole or in part, the cost of any construction or reconstruction, unexpected repair, or replacement of a described capital improvement upon the Properties, including the necessary fixtures and personal property related thereto, provided that any such assessment shall have the assent of two-thirds (2/3) of the votes of each class of members who are voting in person or by proxy at a meeting duly called for this purpose, written notice of which shall be sent to all members not less than ten (10) days nor more than thirty (30) days in advance of the meeting setting forth the purpose of the meeting. Section 6. Uniform Rate. Both annual and special assess- ments must be fixed at a uniform rate for all lots and may be col- lected on a monthly basis. Section 7. Quorum for Any Action Authorized Under Sections 3 and 5. At the first meeting called, as provided in Sections 3 and 5 hereof, the presence at the meeting of members or of proxies entitled to cast sixty per cent (60%) of all the votes of each Class of member- ship shall constitute a quorum. If the required quorum is not forth- coming at any meeting, another meeting may be called, subject to the -7- notice requirement set forth in Sections 3 and 5, and the required quorum at any such subsequent meeting shall be one-half (1/2) of the required quorum at the preceding meeting. No such subsequent meeting shall be held more than sixty (60) days following the pre- ceding meeting. Section 8. Date of Commencement of Annual Assessments: Due Dates. The annual assessment provided for herein shall commence as to all lots on the first day of the month following the conveyance of the lot and residence. The first annual assessment shall be adjusted according to the number of months remaining in the calendar year. The Board of Directors shall fix the amount of the annual assessment against each lot at least thirty (30) days in advance of each annual assessment period. Written notice of the annual assessment shall be sent to every owner subject thereto. The due dates shall be established by the Board of Directors. The Association shall upon demand at any time furnish a certificate in writing, signed by an officer of the Association, setting forth whether the assessments on a specified lot have been paid. A reasonable charge may be made by the Board for the issuance of these certificates. Such certificate shall be conclusive evidellce ')f payment of any assessment, therein stated to have been paid. The Developer shall, however, maintain all unsold and completed units, together with all vacant lots until a transaction is completed in the name of an Owner- Occupant. Section 9. Effect of Non-Payment of Assessments: Remedies of the Association. 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 ten per cent ClO%} per annum, and the Association may bring an action at law against the Owner personally ob]igated 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 assess- ment. No owner may waive or otherwise escape liability for the assessments provided for herein by non-use of the properties or abandonment of his lot. Section 10. Subordination of the Lien to Mortgages. The lien of the assessments provided for herein shall be subordinate to the lien of any mortgage or mortgages. Sale or transfer of any lot shall not affect the assessment lien. However, the sale or transfer of any lot which is subject to any mortgage, pursuant to a decree of foreclosure under such mortgage or any proceeding in lieu of foreclosure thereof, shall extinguish the lien of such assessments as to payments thereof which became due prior to such sale or trans- fer~ No sale or transfer shall relieve such lot from liability for any assessments thereafter becoming due or from the lien thereof. Section 11. Exempt Property. The following property subject to the bylaws shall be exempt from the assessments created therein: (a) all properties dedicated to and accepted by a local public author- ity; (b) all properties owned by a charitable or non-profit organization exempt from taxation by the laws of the State of Florida. Hmvever, no land or improvements devoted to dwelling use shall be exempt from said assessments; (c) all areas designated as "community area (not public)" on the recorded plats, which is inclusive of all the property owned by the corporation. ARTICLE XIII 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 of the Board. The Restrictions, 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. ART I CLE XIV CONSENT: All proposed budgets and statements of income -8- r,0 ~'\ ~ )'/(' \ " I +, -;.J' NOTICE OF RESTRICTIONS AND AGREEMENT OF MAINTENANCE (;.) cr. C) ~~~ N I\:NOt'J ALL HEN BY THESE PRESENTS: That \AThereas Country Club VilJ.age Builders, Inc., the owner of property knmvn as COUNTRY CLU3 VILLAGE AT 'rUSCAvn.LLA, located in Seminole CO'.lnty, Florida, more ~articularly described as follows, to-wit: .,;;i': (...) (.:) .....:.,. ~:' .-... . c_ a: ~ COUNTHY CLUB VILLAGE AT TUSCA'iHLLA, UNI':I' ONE ~~ ~. C..J r',,) (See Exhibit A attached) ':2IlEREFORE, THZSE PRESENTS ~HTNESSE'l'H: That the 'Jarties to this agreement for and in consideration of ONE DOLLAR ($1.00) in hand paid by each party to the other, receipt whereof is hereby acknowledged, and for other goo~ and valuable considerations, do herein and hereby covenant and agree one with the other, for o\~selves, successors, assigns and legal representatives, that as to said property above described, all the restrictions, reservations, c~venants, conditions, liens and charges, and easements contained h~lein shall constitute covenants running with the land or equitable se"Lvi U~des upon tl12 land, as the case may be, and shi'l.ll yule per- petually unless ter~inated as provided herein and shall be binding upon all parties or persons subsequently owning. any of said I)YOper-':y, and in consideration of receiving any by acceptance of a conveyance, grant, devise, lease or mortgage, all grantees, devisees, lessees, . and assigns and all parties claiming by, through or under such persons . a0ree to be bound by all the provisions hereof. 1. DEFINITIONS: Club Village l.nd ~ssigns. (a) "Association" shall mean and refer to Country at Tuscawilla Horr.eo~\1ners Associat.ion, Ir:.c., its successors (b) "Properties" shall mean and refer to all of that .... certdLl property referred to and designated as "Communi ty area (not ~..- public).", on t:he property known as Country Club Village at Tusca'Vlilla, ~~.Unit One,(see Exhibit A attached), Seminole County, Florida. -' (c) "Lot" shall mean and refer to any plot or parcel of. real property as shm.'m upon the recorded plat: of said Country Club Vil1.age at Tuscavlilla, Unit One/upon which a single family dwelling is constructed or is to be consLructed. (d) IIMember" shall mean and refer to every person or entity who holds a membership in the Association. (e) 1I0wner"shall mean and refer to the record owner whether one or more persons or enti ties, of the fee sir:1ple ti tIe to any lot which is a part of the Development, including the seller of an executory contract of s~lc, but excluding those having such interest merely as security for the pcrs:v:.mance of an obligation. ~. (f) IIDeveloper" shall mean and refer to COUNTRY CLUB VILLAGE BUILDERS, INC., their successors, assigns and transferees if such successors, assigns, or transferees should acquire more than onc undeveloped lot from the Developer for the purpose of development. (g) IIRestrictionsll shall mean and refer to these'Restrict- ions and Agreement of Maintenance applicable to the Development recorded in the office of the Clerk of the Circuit Court, Seminole County, Florida. .v,.. ~"U~ (h) "Development" shall mean and refer to all of the property as is hereinabove set forth and particularly described on Exhibit A as from time to time added to in conformance herewith. (i) "Maintenance Year" shall mean and refer to a year running from November 1st to October 31st of each year. 2. Every person or entity who is a record owner of a fee or undivided fee interest in any lot which is subject by covenant of record to assessment by the Association, including the Seller of an executory contract of sale, shall be a member of the Association. Tlle foregoing is not intended to include persons or entities who hold "J an interest merely as security for the performance of an obligation. ~S tY: =." " No owner shall have more than one membership per lot owned. Member- ~"~ .' ship shall be appurtenant to and may not be separated from ownership;:;~ of any lot which is subject to assessrnen t by the Association. Owner-~~! ~ shi:[1 of such lot shall be the sole qualification for membership. ;:;.~ ,- N c....'> C) 3. The Association sh1.11 have two classes of voting n::ember-~;; p. r"". \..1 ' u) shlp: t;....) Class ^. Class A merbers shall be all those owners as defined in Paragraph 2 hereof with the exception of the Developer. Class A ~embers shall be entitled to one vote for each lot in which the,y hold the interest required for membership by Paragraph 2. When more than one person holds such interest in any lot, all such persons shall be members. 'l'h(.; vote for such lot shall be exercised as they a;nflng themselves determine, but. in no 0vent shall r.ore than one vote bc~cast with respect to any lot. -. Class B. The Class B ffieIDbers shall be the Developer. for each lot :by Paragraph be converted date hereof. The Class 13 ID€mbers shall be entitled to three (3) votes in which it holds the interest required for meP.'lbership 2, provided that the Class 13 membership shall cease and to Class A nembership on or before five (5) ye::lrs frcI'1 4. Every member shall have a right and easement of enjoy- ment in and to the properties and such casement shall be appurtehant to and shall pass with the title to every assessed lot, subject to the following provisions: (a) The right of the Association to limit the number ~> of guests of members; >....;- (b) The right of the Association, in accordance with >~ts Articles and Bylaws, to borrow money for the purpose of improving ~ ,.the properties and facili ties and in aid thereof to Illortgage said properties, and the rights of such mortgagee in said pro?erties shall be subordinate to the rights of the homeowners hereunder; (c) The right of the Association to suspend the voting rights and right to use the recreational facilities by a member for any period during which an assessment against his lot remains unpaid; and for a period not to exceed thirty (30) days for any infraction of its published rules and regulations; (d) The right of the Association and/or Developer to dedicate or transfer all or any part of the properties to any public agency, authority, or utility 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 signed by members entitled to cast two-thirds (2/3rds) of the votes of the Class A membership and two-thirds (2/3rds) of the votes of the Class B member- ship, if any, has been recorded, agreeing to such dedication or trans- fer, and unless written notice of the proposed action is sent to every member not less than thirty (30) days nor more than sixty (60) days in advance, excepting the conditions contained herein so far as the same applies to the Developer. : -2- 5. (a) The Dev~loper, for each lot owned within the development, hereby covenants, and each owner of any lot by acceptance of a deed therefor, whether or not it shall be so expressed in any such deed or other conveyance, is deemed to covenant and agree to pay the Association: (1) annual assessments or charges and (2) special assess- ments for capital improvements, such assessments to be fixed, established and collected from time to time as hereinafter Drovided. The annual and special assessments, together with such int~rest thereon and costs of collection thereof, as hereinafter provided, shall be a charge on the land and shall be a continuing lien upon the property against which each such assessment is made. Each such assessment, together with such interest, C0sts and reasonable attorney's fees s'lall also be the personal obligation of the perso,n who was. the owner of Su...;l1 P::-fJp,.::::-I::y at the time when the assessment fell due. \ (b) The assessments levied by the AssociRtion shall be . used exclusively for the purpose of promoting the recreation, health, ~ safety, and welfare of the residents in the Development and in partic-~~ ular for the improvement and maintenance of the Development, se:tvic.es....~' and facilities devoted to this purpose and related to the use and en-;~ joyment of th~ Develo:)Inent and of the homes situated upon the Develop~~> mente ~.:~ N C...) o ....... ~ ~,:.- (c) Until November 1st of the year immediately followinif~ the conveyance of the first lot to an owner, the maximum annual assess- ment shall be THREE HUNDHED AND NO/lOa DOLLARS ($300.00) per lot. en c....> ..boo ":, (d) From and after November 1 of the year immediately f6~10wing the conveyance of the first lot to an owner, the maximum annual assessment may be increased effective November 1 of each year without a vote of the membership in conformance with the rise, if any, of the Consumer Price Index (published by the Department of Labor, Washington, D. C.) for the preceding month of July. (e) From and after November 1 of the year immediately follmling the conveyance of the first lot to an owner, the maximuIn.~ annual assessment may be increased above that established by the . Consumer Price Index formula bya vote of the members for the next suceeding one year, and at the end of each such period of one year, for each succeeding period of one year, provided that any such change shall have the assent of two-thirds (2/3rds) of the votes of each class of members who are voting in person or by proxy, at a meeting duly called for this purpose, written notice of which shall be sent -.... to all members not less than ten (10) days nor more than thirty (30) .'-:, days in advance of the meeting, setting forth the purpose of the ~:_, meeting. The limitations hereof shall not apply to any change in '.the maximum and basis of the assessments undertaken as an incident ~~to a ~erger or consolidation in which the Association is authorized to participate under its Articles of Incorporation. (f) After consideration of current maintenance costs and future needs of the Association, the Board of Directors may fix the annual assessment of an amount not in excess of the maximum. 6. In addition to the annual assessments authorized above, the Association may levy in any assessment year, a special assessment applicable to that year only, for the purpose of defraying, in whole or in part, the cost of any construction or reconstruction, unexpected repair or replacement of a described capital improvement upon the properties, including the necessary fixtures and personal property related thereto, provided that any such assessment shall have the assent of two-thirds (2/3rds) of the votes of each class of Tf\embers who are voting in person or by proxy at a meeting duly called for this purpose, written notice of which shall be sent to all members not less than ten (10) days nor more than thirty (30) days in advance of the meeting setting forth the purpose of the meeting. Both annual and special assessments must be fixed at a uniform rate Ior all lots and may be collected on a monthly basis, as is more specifically set forth herein. -3- .- . ,. ....0... ,_... __.< "-~'---,.,."'-~~- . -..-,---.. ., --..... -...--,,-.- -. ..--,'-".-- -- . ~~_.._----'" 7. At the first meeting called, as provided in sections 5(e) and 6 hereof, the presence at the meeting of members or of proxies entitled to cast sixty per cent (60%) of all the votes of each class of membership shall constitute a quorum. If the required quorum is not forthcoming at any meeting, another meeting may be called subject to the notice requirement set forth in sections 5(e) and 6, and the required cruorum at any such subsequent Ii1eeting shall be one-half (1/2) of the required quorUlT' at the preceding meeting. No such subscqu0.nt meeting shr.lll be he.Ld more t~1an sixty (60) d.:1Ys following the prec3ding meeting. 8. The annual assessment provided for herein shall corr~cnce ~s to all lots on the first day of July, 1979. The first annual assessment shall.beadjusted according to the number of months . . ,'remaining in the maintenance year. The Board of Directors shall fix the amount. of the annual assessment against each lot at least thirty' l(30) days in advance of each annual assessment period. Written notice of the annual assessment shall be sent to every owner subject thereto~ The due dates shall be established by the Board of Directors. The Association shall upon demand at any time furnish a certificate -in . writing signed by an officer of the Association setting forth whether the assessments on a specified lot have been paid. A reasonable charge may be made by the Board for the issuance of these certificates. Such certificate shall be conclusive evidence of pay~ent of any asscssJllcnL therein stated to have been paid by the Developer. The Developer shall, however, Ii1aintain all unsold and completed units, together with all vacant lots until a transaction is completed in th0 name of an Owner-Occupant. c, (/'>: ~. r." .--.: :c::"' N (A) .~. -n~~ r- :;., 9. 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 ten per cent (10%) 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 aF.10unt of such assessment. No owner may waive or otherwise escape liability for the assessments provided for herein by non-use of the properties or abandonment of his lot. ~:.> ( -': c::; -.,: .:-..: ..- --+ 1.: cr: ..,.., (.1) c...n 10. The lien of the assessments provided for herein shall be subordinate to the lien of any mortgage or mortgages. Sale or transfer of any lot shall not affect the assessment lien. However, the sale or transfer of any lot which is subject to any mortgage, ~, pursuant to a decree of foreclosure under such mortgage or any ~:~proceeding in lieu of foreclosure thereof, shall extinguish the :~lienof such assessments as to payments thereof which became due '.prior to such sale or transfer. No sale or 'cransfer shall re lieve ,~such lot from liability for any assessments thereafter becoming due 'oifrom the lien thereof. 11. The following ,property subject hereto shall be exempt from the assessments created herein: (a) All properties dedicated to and accepted by a local public authority; (b) The properties designated as community property; and (c) All properties owned by a charitable or non- profi t organization exempt from taxation by the Im'Is of the state of Florida. Ho~.,!ever, no land or improvements devoted to dwelling use shall be exempt from said assessments. 12. No lot shall be used except for single family residen- tial purposes, unless otherwise specified on the plat. No building shall be erected, altered, placed, or permitted to remain on any lot other than one single family dwelling not to exceed two (2) stories in height and a private parking area for not more than two (2) cars. i.' -4- - - 13. The Architectural Control Committee shall be composed of three (3) members of the Board of Directors of Country Club Village at Tuscawilla Homeowners Association, Inc., (a corporation not for profit), or three (3) persons appointed by the Board of Directors of said corporation not for ?rofit who shall not necessarily be members of the Board of Directors. In th8 event of death of, or resignation of any member of the committee, the Board of Directors shall designate a successor. 14. Except for buildings and structures and all additions and alterations thereto constr~cted by the developer, nc building shall be erected, placed or altered on any lot until the co~struction plans and specifications and a plan showing that location of the structure h.::lv~ bc~cr.. ar.:-'proved by the 1\rchi tec....:ural Control Corm'li t tee as to quality of workmanship and materials, harmony of external design with existing ., structures, and as to location with respect to topography and finish · grade elevat:ion. ~ 15. The corr@i~tee's approval or disa?proval as required in those covenants shall be in writing. In the event the committee or lts designated representative fails toanprove or disa?prove within thirty days (30; after ~lans and s?ecifications have bee~ submitted to it, or in any event if no suit to enjoi~ the construc- tion has been comrnenccd prior to the completion thereof, approval will noL be required and the related covenants shall be deemed to have been fully complied with. ;:.J (nO m:::> _-r '..-"" . '" (~ o ", _... .. r ~.:~ c:.r- ;:;:., ;:;. ::-") i~ C~ c: 7-- =1~ CD ;-:"; W en 16. No principal residence shall be erected or allowed to rema.in on any lot unless the square footage urea thereof, exclusive of: screened porches, garages and storage rooms, shall equal or exceed ana thousand ~l,OOO) square feet; provided, however, that two-story !10r.'18S need only have seven, hundred (700) square feet on the ground floor. 17. No structure of a temporary character, trailer, boatl motor home, tent, shack, garage, barn or other outbuilding shall ,b8 used on any lot at any til1'.e as a residence or appendage to such 'residence, either temporarily or permanently. 18. No radio or television aerial or antenna nor any other exterior electronic or electrical equipment or devices of any kind shall be installed or maintained on the exterior of any structure located on a lot or on any portion of any lot cccupied by a building or other structure unless and until the location, size and design thereof shall have been approved by the Architectural Control Co~~ittee of the Homeowners Association. '. , ~~ ~ 19. No mail box or paper box or other receptacle of any >>'kind for use in the deli very of mail or nC"7spapers, or magazines, 'or similar material shall be erected or located on any lot unles~ Vihe size; location. np.sign and type of mr'lTPrial for sain hoxes ~ ~ecp.pr~clQs-Shall hdve been approved by the Architectural Control Committee of the Homeowners Association. ~ 20. No noxious or offensive activity shall be carried on upon any lot, nor shall anything be done thereon which may be or may become an annoyance or nuisance to the neighborhood. 21. No animals, livestock, or poultry of any kind shall be raised, bred, or kept on any lot, except that dogs, cats, or other household pets may be kept provided they are not kept, bred or main- tained for any co~~ercial purpose. 22. No sign of any kind shall be displayed to the public ~. view on any lot except one professional sign of not more than one ~ (1) square foot, one (1) sign of not more than five (5) square feet advertising the property for sale or rent, or signs used by a builder to advertise the property during the construction and sales period. 23. No lot shall be used or maintained as a dumping ground for rubbish. Trash, garbage or other waste shall not be kept except in sanitary containers. All incinerators or other equipment for -5- storage or disposal of such materials shall be kept in a clean and san~tary condition. 24. (a) It is ?rohibited to hand and/or dust garments, rugs, or any other materials from the windows or from the front facade of any residence. (b) It is prohibited for an owner of a residence, meMber af his family, or guests to plant any shrub~crYI trees, or ornaI:i0-nt~~l :~~lants, dnd in addition, any structure of any nature, form or kind, fence, whether TJermanent or temporary in any position on lot lying in front of any residence or area without the prior wri~tcn consent of the Architectural Control Co~mittee, or such ar,~as designated as cOIT1.'Tmnity areas on the plat as recorded. 2S. Maintenahce responsibility. Homeowners shall maintain the j.r pre),:" :::r::.y ,,,nd whc~re applicab Ie, the area beb-reen thc~ir lot lines :\ 3.~:d s :r~.' .-': ':-',] f course or connon areas ill nea.t, trin and prescntabl~s. 'ffiQnner. I~ 3~~ll be the duty of the Board of Directors of Country ~~ Club 'Jil L1,:!C .:.1t.. Tuscawilla Homeowners l\ssociation, Inc., to provide ,:;~ throuq;; its .J.gcnts and employees for the administration, or-eration,' ';:/ maintenanc~, repair and replacement of streets, ligh~ing, recreation~.c- and parki 'l~:: facilities as they shall deen ncc0-ssary I and to provide " < ?r_')~.'er :maiHtenanco of all pr:1perties or areas de liaca Led II S community::j:.- c.,r ,.:C:'I:":::n areas according to the plat of Country Clt.:b Villa.gc A.t ' . Tus~.J'.v'i.llai the S'lme to be administered pursuant to the terms of the bylaws, articles and rules and regulations of Country Club Village at 'I'llscEl\,villa Homeowners Association, Inc. In the event a homeowner ~.,iaL'it~ins t~lCir property to the detriment of the surrounding property ow~ers and the neighborhood in the opinion of the Architectural Com,~.it tee, t.he Board of Directors of the Homeowners Association shelll direct the homeo'",mer iri wri tiYlg, to complete 'necessary repairs and/or maintenance within a specified time period. If such repairs and/or maintenance is not completed within the specified time period, the i.Joard of Directors of CO'..lntry Club Village at ~uscawilla Home- owners Association, Inc., shall cause the required work to be com- pleted and the cost of such repairs shall become II lien against the property which shall bear interest a~ ten per cent (lO~) per annum, \'::'1i'~ lien may be er.forcec.. ,="5 c:.~~l1r~:;: lii_~'1s herein. 26. Easements for installation a~d naintenance of utilities and drainage facilities are reserved as shown on the recorded plat. ~'li thin these easements, no structure, planting or other materials shall be placed or permitted to remain which may damage or interfere with the installation and maintenance of utilities. The easements are for the benefit of each lot and all improvements located on them, if any, shall be maintained continuously by the Association, pursuant ~::to the covenants of maintenance provided for herein, except for those ~:..;.im.9rovements for which a public authority or utility company is '.responsible. ,- 27. Each person or entity who is a record owner of a fee or undivided fee interest in any lot shall be subject to these restrictions, together with the provisions of the articles, bylaws and rules and regulations of Country Club Village at Tusc.:r..rilla Home- owners Association, Inc. 28. These covenants and restrictions shall run with and bind ~he land, and shall inure to the benefit of and be enforceable by the Associ~tion, or the Owner of any lot subjcc~ to this Notice of Restrictions and Agreement of Maintenance, their respective legal representatives, heirs, successors and assigns, for d term of twenty (20) years from the date this document is recorded, after which time said covenants shall be automatically extended for successive periods of ten (10) years. The covenants and restrictions of this document may be amended during the first twenty (20) year period by an instru- ment signed by not less than sixty per cent (60%) of the lot owners, and thereafter by an instrument signed by not less than fifty per cent (50%) of the lot owners, provided, however, that Rny institutional mortgagee which holds a note secured by a mortgage encumbering any, real property located within Country Club Village at Tuscawilla must give its written consent prior to any amend~ent hereon. Any amendment must be properly recorded, provided, however, Paragraph 32 may not be . amended without the prior written approval of developer. -6- rv C.0 .r'-; cr c...) -~ . ,t 29. Remedies for Violations. For violation or a breach of any provisions herein by any person claiming by, through or under the Developer and/or Association or by virtue of any judicial proceedings, any owner and/or the Association or an institutional first mortgagee, or any of them, severally, shall have the right to proceed at law for damages or in equity to compel compliance of any of them, or for such other relief as may be appropriate. In addition to the foregoing right, the Association shall have the right whenever there shall have been built within the parcel any structure which is in violation of this Agreement, to enter upon the property where such violation of this Agreement exists, and summarily abate or remove the same at the expense of the owner, provided, however, the Association shall then make the necessary repairs, construction, etc., necessary to insure that the property and improvements where such violation occurred shall be in '. .the same condition as it was before said violation occurred, and any .~ such entry and abatement or removal shall not be deemed a trespass. ~g h . MO T e fal1ure promptly to enforce any of the provisions of this agree- %7 ~ment shall not bar their subsequent endorsement. '"fl% r-o or- ::on 30. Assessments. Such assessments may be collected, xetatBed and disbursed by the mortgagee serving each unit, and such mortgagee ~g shall disburse the funds which are collected in the monthly payment S;;: as the portion of escrow designated as the maintenance fund. The ~ Mortgagee shall disburse the funds so collected to Country Club Village at Tuscawilla Homeowners Association, Inc., on the first day of November of , each year or such other date as may be determined by the Hortgagee in its sole discretion. The Mortgagee shall not be responsible or in any way accountable for the disposition by Country Club Village at Tuscawilla Homeowners Association, Inc., of such funds. ~~. N W C> C.J en w ex> 31. The developer hereby covenants for itself, its successors and/or assigns, that it will convey in fee simple title to the Associa- tion all properties designated "community property (not public)" as delineated on said plat of Country Club Village at Tuscawilla, Unit One. 32. Stage DeveloproBnt. Notwithstanding any other provision of this Declaration, or the Association~s Articles of Incorporation or Bylaws, to the contrary, the additional lands described on Exhibit B attached hereto and here incorporated by reference may be annexed, in whole or in part, by Developer at any time prior to five yea~s from the date of this Declaration, and made subject to the governing provisions of this Declaration, all without the consent of the Class A members of the Association, or the joinder or consent of any mortgagee, by Developer's recording in the public records of Seminole County, Florida, a (i) customary subdivision plat of the property to be annexed; ~~~and (ii) an appropriate amendment to this Declaration. Upon the :occurrence of both of the foregoing, the lands encompassed by such . ,subdivision plat will become subject to all of the provisions of this ~eclaration as if such property initially had been set forth and described on .Exhibit "A" attached to this Declaration. \vithout limitation, each plot or parcel shown upon such subdivision plat shall constitute a "Lot", and each plot or parcel designated as either "Common Area" or "Comrrunity Area (not public)" \vill constitute a portion of the "Prop- erties", for all purposes under this Declaration and the Association's Articles of Incorporation and Bylaws; and such Property will constitute a portion of the "Development" for all purposes. Until such an amendment is so recorded, however, no provision of this Declaration will be effective as to all or any portion of. the lands described.on Exhibit ~ attached, nor shall this Declaration constitute a cloud, doubt, suspicion, or encumbrance on the title to such lands. Developer's rights under this paragraph may be assigned by Developer to the then owner of the fee simple title to all or any portion of the lands described on Exhibit B attached and, following such assignment, may be exercised by such fee owner, who will then constitute a "Developer" under this Declaration, and the Association's Articles of Incorporation and Bylaws, for all purposes. Annexation of any lands other than those described on Exhibit B attached, or annexations of any of the lands described on Exhibit B attached occurring after five years from the date of this Declaration, must have the approval of the Association and will become . -7- effective upon recording of an appropriate amendment to this Declaration, executed by the Association and the holders of all record interests in the lands annexed. IN WITNESS WHEREOF, we have hereunto set our hands and seals this ---I (1 ~\,.~ day of 1 ': . ,~ , 1979. HITNESSES: ..... .. \ 'J'"' , f' ( (\ "' . -~_/ , . ( 1'...'11 ~ _,\ COUNTRY CLUB VILLAGE BUILDERS, INC. by: 1-iiZ. ~~ Herry V oehring, Pre aent I ,. /: (:, . y.. ~.~. . v- "'- tL I'~-. v) '" ~/ /! 1 -/u. '-'i)~ ,- . - \, \.... ~ I ... ~ l (COHPORATE SEI~L) ....;.. ( , - --~- .;:.) . (:, ..1 , I I C':;; ~ ; -. ~~.~~ j ~~ <:}. .. j' ,:" .'J . ('~\ .' .,:~ J.'\ \. . STATE OF FLORIDA COUNTY OF ORANGE to'" BEFOPE ~lli, a duly authorized Notary Public in and for the Stat.e of Florida at Large, personally appeared Harry A. Goehring, known to me personally and known to be the President of Country Cl~b Village Builders, Inc., the corporation described in the fore- go~ng Notice of Restrictions, and he acknowledged before me that he ex~~uted the foregoing in his capacities as President of Country Club Village Builders, Inc., for the purposes therein ex?ressed. C1 CI'> Q ,.,.~ 3t:7 "'TI~- ro c... r- :::...' '-1 .. ;:: ::-; ~'H'l'NESS m~ l;and and official sea.J at Orlando, Orange count~,~ Florida, this \'-\ \__" day of '.:.l,.. ';; , 1979. .-1.. -< C: N (".) ,0 .-' . . r' ~.~ ,--, I J- '\./ ""\ <'" I \ \.'\. ( Notary ~l1blic : II' .' -,,--- f. () , ~ ~.A -- cr- ", (...) <.Gt :.. My commission expires: \ '~ .' .' , .~' .f ~>.L1:1 r\!U~:~:.i::~~ 0: :.:.-..:'~.~ :'.. .:..-~:~ . .,...... f:Li (~..i:~;r;~.--.:':'l _~.;,~;.~~ ".-,... it ~~;. ~'~"~'3 , ! I.,nd~d D"! .A,.1~t":::' rl~':!';" .:~ .'.:f .: .;..-": ....... . , , , .. :'~~j. . -- This instrument prepared by: Francis V. Gay van den Berg, Gay & Burke, P.A. Post Office Box 2193 Orlando, Florida 32802 C- c= ;;:c r-.' '-TI o CD (..,) :;t:._ c.D to t!:) t,rl C' - ., ~.. .~~.S.: ' .~ ..~ - -~ ("f.:: -8- - ._,--~~-,--- . - . ".- "-"---'~'---'----~'''---'---'''-'''''''--':,~-~-.---~-~.::::..=:---~-~=~:;--_.....-......~._._~--~:"~'",...... ' JOINER OF MORTGAGE FIRST FEDERAL SAVINGS AND LOAN ASSOCIATION OF SEMINOLE COUNTY, the owner and holder of mortgages upon the lands described . . I on Exhibit A attached hereto, hereby consent to these Restrictions and subordinate the lien of these mortgages to these Restrictions. l WITNESS: . -,.( ; rJ" "~ .~t ._ / .~..._~ \\ /--- . {'. ~ 'j '- "::::~\/I~-" c)Y> -r"'~., .-"1 . G. T. Edmonds, President W (nO f'I'! C'J :r~'" . ...,:;:; ,..... ,-. N W c::> ".- ....c ~ l.t.~ ~ -I I -I" l... Ii / C ~ut /) w'- ::0 '."'1 on t>oO c:: %~. ....p: -<C) .-n C) r. ~ , ,.,!II.~ i (f J ..~. _.-~ . ,.. ATTEST: .,'.',,+..t/, ,'l) (,,, .. ~.. (~'J;~:~~'L-- .. ~ f : ,,~~~i;~~t r '_ . t ;; r~~' t.-~. 6 \ ~" :::: (CORPORATE%. ~mr..; rd. ,\~ ::-: ;. ",.- . t' .. ... ..." .. ..... \. ; "'''. ....~;..dC ~.' ,,"-' :. ;, ~~ ~. A ~ ," ":. ..If" ,'. .. . .... "'n" ~l(\' -/ en ~ o ..'~ ---", :X J.. 'it (/(0:' . ) STATE OF FLORIDA: COm~TY OF SEMINOLE: 'J BEFORE ME, a duly authorized Notary Public in and for the State of Florida at Large, personally appeared G. T. Edmonds and Mriv;np F.ker~ known to be the President and ~p~retrlrx of First Federal Savings and Loan Association of Seminole, and aye acknowledged before me that they executed the foregoing for the purposes therein expressed. ~, WITNESS my hand and official seal at Sanford, Seminole .y County, Florida, this 22nd day of June, 1979. "....j -' a.;;- ... ~ _~.f t. . .; 0 : r; r:" eXPlreg: ~ Cj -. . <. - --"'.. -...J. Notary "ubll~ ~~~ o(.FMlorntal~\~98; .;;....'~...olres ar. ....'..... My Commlssl",,; 'U',!, ........ 'J":' "" (; ~ .i r A' ~- ,....... '1",. ' ,,\.... t"flt,..,.1 Hy commission -9- ~~..-""" :".;-," , ~ COUNTRY CLUB VILLAGE, UNIT ONE, accord- ing to the plat thereof as recorded in Plat Book 22, pages 4, 5 and 6 of the Public Records of Seminole County, Florida. D;I ___ I ~O PIC> N %" ~z W ,....0 0'- ~~ :0 f~- 0 on ~o C-,.:, c::- %-~ 0) ....1> -<C') ...D. .-" ~.. ~;'. '" "'.., -- EXHIBIT A " . . l ~9 ~. . >co1. -- .., . . WINTER SPRINGS CONDOHINIUMS SITE FOUR ...:. From the NE Garner of Winter Springs Unit 3, as recorded in Plat Book 17, Pages 89 & 90, Public Records of Seminole County, Fla.; run thence N.00015'09"W. along a projection of the East line of said Winter Springs Unit 3, a distance of 447.69 ft. to a point on the Westerly right of way line of a 110 ft. Fla. Power & Light Easement, as recorded in O.R. Book 183, Page 130, Public Records of Seminole County, Fla.; run thence N.3lo45'52"W. along said Westerly easement right of way line 2329.73 ft. to the Point of Beginning; thence leaving the aforesaid Westerly easement right of way line; run S.580l4'07"W. 155.39 ft.; run thence S.17004'38"E. 533.09 ft. to a point on the centerline of Howell Creek; run thence Southwesterly the following courses along the said centerline of Howell Creek: S.490l3'58"W. 36.14 ft., N.82006.'22"W. 86.80 ft., N.40020'32''W. 67.00 ft., S.6lo40'48"W. 22.95 ft., S.2lo23'08"W. 42.70 ft., S.56054'08"W. 95.50 ft., S.01012'18"W 39.60 ft., S.29022'08"W. 151.40 ft., S.6403l'08I1w. 46.70 ft., N.2lo36'52"~v. 73.70 ft., S.72035'48"{^l. 75.81 ft., N.47022'09"W. 31.52 ft., S.44008'11"W. 141.79 ft., S.43022'09"E. 65.00 ft., S.51015'3l''W. 118.86 ft., S.57023'49"E. 85.20 ft., S.54029'5l"W. 58.32 ft., N.75035'29"W. 74.63 ft., S.7905l'5lIlW. 71.32 ft., S.25052'29I1E. 74.17 ft., ~~ S.4l008'11"W. 45.34 ft., N.44054'49"W. 59.00 ft., S.36050'3l"W.~~ 78.25 ft., S.680l3'11"W. 19.00 ft., S.2605l'5l"W. 158.35 ft.; ~~ thence leaving the aforesaid centerline of Howell Creek; run ~~ N.58023'53"W. 442.28 ft.; run thence N.Olo14'52I1W. 796.14 ft:-:';~g thence N.loo47'28"W. 566.65 ft.; run thence N.29058'16"W. ~.. 340.05 ft.; run thence N.6lo53'50"E. 526.07 ft.; run thence ~~ N.64055'36"E. 516.79 ft. to a point on the aforesaid Westerly m right of way line a 110 ft. Fla. Power & Light Easement; run thence S. 54005' 37"E. along said vlesterly easement right of way line 105.94 ft.; run thence S.3lo45'52"E. along aforesaid westerly easement right of way line 1102.30 ft. to the Point of Beginning; all of the above described being in Seminole County, Florida; containing 52.1801 acres more or less. N W o o 0) .J).. N LESS: COUNTRY CLUB VILLAGE, UNIT ONE, according to the plat thereof as recorded in Plat Book 22, pages 4, 5 and 6 of the Public Records of Seminole County, Florida. EXHIBIT B __. _ _._,,_.._..~. ..._. __.. __ ___.___~._____._._.___. e_._......._ _,_,'_'._._ ..,_,....._._'_.m_._.~_... ...~., -....-.. "__'-.._ ........-c---_-__..._....~_ .,. ARTICLES OF IrJCORPOPATION f\LEO Ju~2.~ \\osM-\'1S . -- .::y GF ST~TE S~Cl'\~ ~ ,...~ ':-t.. FlORIO~ TttU..AH..S~- OF COUNTRY CLUB VILLAGE AT TUSCAWILLA HO~..EOmJER.S ASSOCIATION, INC. We, the undersigned, for the purpose of forming a . I corporation not for profit, and in pursuance o~ the laws of l the State of Florida, in such cases made and provided, do make, subscribe to, acknowledge, and file these Articles of Incorporation, hereby declaring and certifying that the facts herein stated are true. \ ARTICLE I Name ~.~. The name of this corporation shall be: COUNTRY CLUB VILLAGE AT TUSCAWILLA HOI.lliONNERS ASSOCIATION, INC., and its principal office shall be located at 2020 W. Fairbanks Avenue, Winter Park, Florida 32789. This corporation shall have perpetual existence. ~ ARTICLE II PurDose .. The purposes for which this corporation is formed is ~ ~~ . ~ -. :'-;. to provide an entity, which pursuant to the "Notice of Restrictions and Agreement of Maintenance" as froP.1. time to time amended, herein- -' ,after "Restrictions", which is recorded in the ]?ublic Records of Seminole County, Florida: (a) Shall provide for the maintenance, ?reservation aLld archi tectural control of the Deve lopme::1 t knm..n as Country Club Village at Tusca\'lilla,Unit One, a platted cevelopment to be constructed uron the following described real rro?erty located, situate and being in Winter Springs, Seminole County, Florida, as follo\'ls: (See Exhibit A attached) .. - " 0" _ .... -..-.-.-. (b) Shall provide for the maintenance, preservation and architectural control of future developments to the additional lands described in Exhihit B att(h~hed heret.o, when and if any or all of the same is developed and made subject to the "Restrictions" as provided for therein. (c) May provide for the maintenance, preservation and architectural control of future developments of additional -. lands NOT described' on Exhibits A and B if the Association agrees I :./ ~ to the same as provided for in the subject "Restrictions" and from time to time amended. (d) To accept and hold legal title to the "Community Property (not public)" as delineated on the plat of Country Club Village at Tuscawilla,Unit One, and such other property as shall be deeded arising from future developments, for the use and ~ benefit of its members, subject to the rights, obligations, and restrictions set forth in the "Restrictions". ARTICLE III Powers Except as limited herein, the Corporation shall have the pmver: (a) To exercise all of the powers and privileges and to perform all of the duties and obligations of the Assoc- ~~ ~- ." ~. :...... iation as set fo~th in the Notice of Restrictions and Agreement of Maintenance, hereinafter called the "Restrictions", applicable -' to the property and recorded or to be recorded in the office of the Clerk of the Circuit Court, Seminole County, Florida, and as the same may be amended from time to time as therein provided; said restrictions being incorporated herein as if set forth at lengti1 i (b) To fix, levy, collect and enforce payment by any LUvful means, all charges ~r assessments pursuant to the terITls of the restrictions and byl:l;~rSi to pay all expenses in connection therewith and all offic~ and other expenses incident to the conduct of the business of the Association, including all licenses, taxes or gover~~ental charges levied or imposed . -2- against the property of the Association; (c) To acquire (by gift, purchase or otherwise) , mvn, hold, improve, build upon, operate, p.'.intain, convey, sell, lease, transfer, dedicate for public use or othervlise dispose of real or personal property in connection with the affairs of the Association; (d) To borrow money, to mortgage, pledge, deed in ;( ~ -. ~ trust or hypothetic~te any or all of its real or personal property as security for money borrowed or debts incurred; ~ and (e) To have and to exercise any and all powers, - rights and privileges which a corporation organized under the non-profit corporation law of the state of Florida by · law may now or hereafter have or exercise. J ~..: ~. ARTICLE IV Hembers The members of the Association sh~ll consist of all persons or entities owning a fee simple title (either solely or jointly) in a lot in Country Club Village at Tuscawilla, Unit One,as the same is defined in the "Restrictions", and, if additional developments are added, as aforesaid, the meIT~ers shall include all persons owning a fee simple title (either solely or jointly) in a lot in the development. The '. . . .,,'" .'. ~- . >-.j. foregoing is not intended to include persons or entities who -- hold an interest merely as security for the performance of an obligation. No owner shall have more than one mewbership as to each lot. .Hembership 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. ARrrICLE V Voting The Association shall h~ve two classes of voting melllbership: CLASS A. Class A members shall be all those owners as defined in ARTICLE IV with the exception of the Developer. Class A members shall be entitled to one vote for each lot .. -3- ~ ... ~. . '~ ,. . , " -, -- . in \vhich they hold the interest required for membership by ARTICLE IV. When more than one person holds such interest in any lot, all such oersons shall be members. The vote for 4 , 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. CLASS B. . Class B member(s) shall be the Developer. The Class B member(s) shall be entitled to three (3) votes for each lot in which it holds the interest required for membership by ARTICLE IV, provided that the Class B membership shall cease and be converted to Class A membership on or before five (5) years from the date hereof. ARTI CLE VI BOARD OF DIRECTORS ~.~. The affairs of this Association shall be managed by a board of three (3) directors, who need not be members of the Association. The number of directors may be changed by amendment of these Articles of Incorporation. The names and addresses of the persons who are to act in the capacity of directors until the selection of their successors are: NA,HE RESIDENCE C. C. Tomlin, Jr. 1205 Howell Creek Drive Maitland, Florida 32751 Kenneth L. Winegardner 1104 Pheasant Circle Maitland, Florida 32751 Harry A. Goehring 775 Altamonte Drive Altamonte Springs, Florida 32701 The term of the initial members of the Board of Directors shall be as follows: 1. C. C. Tomlin, Jr., shall serve for a period of two (2) years. 2. Kenneth L. Winegardner shall serve for a period of three (3) years. 3. Harry A. Goehring shall serve for a period of four (4) years. At the second annual meeting the members shall elect one (1) director for a term of one (1) year; and likewise shall elect OD each successive year at each annual meeting the necessary -4- . , . . ~" ~.~ -, :". directors to make three (3) members for the same term as each shall have terminated as is set forth above. The election shall be pursuant to the Bylaws. ARTICLE VII Indebtedness The highest amount of indebtedness or liability, .r" ~ direct or contingent, to which this Association may be subject at anyone time sha'll not exceed $25,000.00 while there is a l Class B membership, and thereafter shall not exceed 150 per cent of its income for the previous fiscal year, provided that addi- tional amounts may be authorized by the assent of two-thirds (2/3rds) of the membershipi further provided that for purposes of determining the amount of indebtedness of the Association, the obligation of any maintenance contract shall be excluded. ...~. ARTICLE VIII Mergers To the extent perw~tted by law, the Association may participate in mergers and consolidations with other non-profit corporations organized for the same purposes, provided that any such merger or consolidation shall have the assent of two-thirds (2/3rds) of the entire Class A membership and two-thirds (2/3rds) of the entire Class B mewbership, if any. ARTICLE IX -- l'lortgages Any mortgage by the hssociation of its properties defined in the Bylaws shall have the assent of two-thirds (2/ 3rds) of the entire Class A membership and hlO-thirds (2/3rds) of the Class B,menbership, if any. ARTICLE X Dedication of Pronerty The Association shall have power to dedicate, sell or transfer all or any part of any properties it m?y own to any public agency, authority, or utili~y for such purposes and subject to such conditions as may b8 agreed to by the .. menbers. No such dedication or transfer shall be effective -5- unless an instrument has been signed by members entitled to cast two-thirds (2/3rds) of the votes of the entire Class A membership and two-thirds (2/3rdsJ of the entire Class B membership, if any, agreeing to such dedication, sale or transfer. ARTICLE Xl. Dissolution of Association The Association may be dissolved with the assent ~ given in \'.;riting and signed by not less than tvlO-thirds (2/3rds) of the entire Class A membership and two-thirds (2/3rds) of the entire Class B membership, if any. Upon dissolution of the Association, the assets, both real and personal of the Association, shall be dedicated to an appropriate public agency to be devoted to purposes as :",nearly as practicable the same as those to which they \'lere required to be devoted by the Association. In the event that such dedication is refused acceptance, such assets shall be granted, conveyed and assigned to any non-profit corporation, association, trust or other organization to be devoted to purposes and uses that would most nearly reflect the purposes and uses to which they were required to be devoted by the Association; provided, however, that the -. ' Homeowners Association will not be dissolved, nor will any . ; '.. . ......,. part of the community area be sold or encumbered without the -- prior written consent of any Institutional Mortgagee holding a note secured by a mortgage encumbering any real property in s~id Country Club Village at Tuscawilla,Unit One, or any addi tio1al property added to the "Res trictions" as provided therein. ARTICLE XII Amendment Amendment of these Articles shall require the assent of sixty per cent (60%) of the entire mewhership except for the Amendment to Articles II(b) and V which shall require the assent of one hundred per cent (100~) of the entire mewbership. -6- ARTICLE XIII Subscribers The names and residences of the subscribers are as follm\!s: NAHE RESIDENCE C. C. Tomlin, Jr. 1205 Howell Creek Drive Maitland, Florida 32751 <, Kenneth L. Winegardner 1104 Pheasant Circle Maitland, Florida 32751 . . . Harry A. Goehri~g 775 Altamonte Drive Altamonte Springs, Florida 32701 ~ ARTICLE XIV Officers (a) The affairs of the Association shall be administered by the officers designated in the Bylaws. The officers shall be elected by the Board of Directors at its first meeting ~.,. follmving the annual meeting of the members of the Association and shall serve at the pleasure of the Board of Directors. Officers shall at all times be members of the Board of Directors. (b) The names of the officers who.are to serve until the first election or appointment by the Board of Directors ar~ as follows: NAt-lE TITLE RESIDENCE C. C. Tomlin, Jr. President 1205 Howell Creek Drive Maitland, Florida 32751 .... ~.~ .'~ .. Kenneth L. Winegardner Vice Pres. 1104 Pheasant Circle Maitland,' Florida 32751 ,~~...~. ~' Harry A. Goehring Sec.-Treas. 775 Altamonte Drive Altamonte Springs, Fl. 32701 P..RTICLE XV Byla<.'ls The bylaws of this corporation may be a~ended at a regular or special meeti~g of the members by a vote of a majority of a quorum of merr~ers ?resent in person or by proxy. In the case of any conflict between the Articles of Incorporation and the bylaws, the Articles of Incorporation shall control; and in the case of any conflict between the restrictions and the bylaws, the restrictions shall control. IN WITNESS WHEREOF, for the purpose of forming this ... corporation under the la\'Tsof the state of Florida, we) the -7- undersigned, constituting the incorporators of this Association, have executed these Articles of Incorporation, this ...--.,. f (r ,~ day 0 f -:-- _\ '..1.." v .~ , 1979. (SEAL) (SEAL) . . . 1t ~r_ H"rr~nng ""7 (SEAL) ~ STATE OF FLORIDA COtJNTY OF ORANGE BEFORE ME, the undersigned authority, on this day 'personally appeared c. C. Tomlin, Jr., Kenneth L. Winegardner, ) and Harry A. Goehring, well known to me to be the persons ..~ named hereinabove, and they acknowledged executing this instru- ment freely and voluntarily and for the purposes expressed therein. WITNESS my h~nd and official seal in the County and "0 (' ___ :l') <~ .....- State aforesaid this the I \ day of _'",p.L , 1979. ''.. \.;.\'\ f"t..., .... \' \....'-~- Notary pub10c () .- j ~, r. '- \.\/" '<.k....^--' ~~ ..... \.... . . . . '. >". r"!.j{ary PL,c:ic.. Sii: te ot r-:o;:d~ ~~ L~j(ja "\y ....~"'"I::<..I. -n r:"~:r"- I.,,,..,,, ;':'-3 ,~ t.....,.. ,;._..",; ""'fll _3 ..~ t.'..:. ~-..).. ,~'J Bond.d Pl" A..r.~rj:.A fir. 3. CallY,.::., C~.: ,4A'I .' _..........,:~ ~ ,~:; ;i:'~'7~I~ . . <'k.~.c..'________,__<__~._-',___'"'' . . ~".; ~ .' '< ~"1_ l COUNTRY CLUB VILLAGE, UNIT ONE, accord- ing to the plat thereof as recorded in Plat Book 22, pages 4, 5 and 6 of the Public Records of Seminole County, Florida. ~.~. ,- EXHIBIT A l :: :~ "..., '. WINTER SPRINGS CONDmUNIUMS SITE FOUR From the NE Garner of winter Springs Unit 3, as recorded in Plat Book 17, Pages 89 & 90, Public Records of Seminole County, Fla.; run thence N.00015'09"W. along a projection of the East line of said Winter Springs Unit 3, a' distance of 447.69 ft. to a point on the Westerly right of way line of a 110 ft. Fla. Power & Light Easement, as recorded in O.R. Book 183, Page 130, Public Records of Seminole County, Fla.; run ' thence N.3lo45'52"W. along said Westerly easement right of way line 2329.73 ft. to the Point of Beginning; thence leaving the aforesaid Westerly easement right of way line; run S.580l4'07"W. 155.39 ft.; run thence S.17004'38"E. 533.09 ft. to a point on the centerline of Howell Creek; run thence Southwesterly the following courses along the said centerline of Howell Creek: S.490l3'58"W. 36.14 ft., N.82006'22"W. 86.80 ft., N.40020'32"W. 67.00 ft., S.61040'48"W. 22.95 ft., S.2lo23'08"~]. 42.70 ft., '0.: S . 56 0 54 ' 0 8 "w . 9 5 . 5 0 ft., S. 0 1 0 12 ' 18" yI 39. 60 ft., S . 29 0 22 ' 0 8 "W. -- 151 . 40 ft., S . 64 0 31 ' 0 8 "'N . 46. 70 ft., N. 21 0 36 '.52 It ~v . 73. 70 f t ., S.72035'48"W. 75.81 ft., N.47022'09"W. 31.52 ft., S.44008'11"vl. 141.79 ft., S.43022'09"E. 65.00 ft., S.510l5'3l"W. 118.86 ft., S.S7023~49"E. 85.20 ft., S.54029'5l"W. 58.32 ft., N.7so35'29ItW. 74.63 ft., S.7905l'Sl"W. 71.32 ft., S.25052'29ItE. 74.17 ft., S . 41 0 0 8 ' II" t\] . 4 5 . 3 4 ft., N. 4 4 0 5 4 ' 49 "~v . 59. 00 ft., S . 36 0 50 ' 31 "~\I' . 78 . 25 ft., S . 680 13 ' 11" v] . 19. Oaf t., S. 260 51 ' 51" W. 158 . 35 ft.; thence leaving the aforesaid centerline of Hm.;ell Creek; run'1, N.S8023'53"W. 442.28 ft.; run thence N.Olo14'S2"H. 796.14 ft.; thence N.loo47'28"W. 566.65 ft.; run thence N.29058'16"W. 340.05 ft.; run thence N.6lo53'SO"E. 526.07 ft.; run thenae N.640SS'36"E. 516.79 ft. to a point on the aforesaid Westerly right of way line a 110 ft. Fla. Power & Light Easement; run thence S.5400S'37"E. along said Westerly easement right of way line 105.94 ft.; run thence S.3lo45'S2"E. along aforesaid Westerly easement right of way line 1102.30 ft. to the Point of Beginning; all of the above described being in Seminole County, Florida; containing 52.1801 acres more or less. -- LESS: COUNTRY CLUB VILLAGE, UNIT ONE, according to the plat thereof as recorded in Plat Book 22, pages 4, 5 and 6 of the Public Records of Seminole County, Florida. EXHIBIT B . I ~ ..... :.~ .~. .. ''0 >1. -' CEHTIFIC\TE DESIG':;!\Te~G ItEGISTEf:ED !\GE:'jT f\lEO JIl~ L~ \\ O~ ~\\ '1~ . Of SU:re. stCr.:.1 ~~fE.E.. FlO~\O~ TAll~Ht.,,) In pursuance with section tlS.091, Florida Statllt~s7 COUNTRY CLUB VILU\GE AT TUSCAWILL<\ HO:\lEO'dNEHS A SSOCJATIOX 7 INC., des ir ing to o:Cfpni7.8 under the 1:1\'.'s of the Sta te of :Florida with its principal of Lice , as indicated in the A~ticles of I~corpor~tion at City of )f}_nter Park, County of OI'ange, State of Florida, h;).s n~,Hed C. C. Tomlin, Jr., loeated at ?020 W. Fail'b::nks l\vcmue, Winter Pa:ck, FJo:cida 32789, County of Orange 7 Sta te of }'1<?r5_(~a, as its agent to accept service of process within this state. ~----~-- /j)-~?/ lJ:!:; .--..r;,...... =:-:> -COR~'lt~CEj ....~. '?RQ.~, d''\. _.,) -<"- l/",.J- -,,<-'- s-,.. -~-_---~~-:2!.~~~ ACKNOWLEDGMENT: Having been named to accept service of process for the -J above-stated corporation, at place designated in this certifJ:cate, I hereby accept to act in this cap;tcity, and ::lgrce to cUjjlp~ly with the provision of said Act relative to keeping open said office. By: BYLA~'lS OF COUNTRY CLUB VILLAGE AT TUSC1\.~HLLA HOMEOWNERS ASSOCIATION, INC. ARTICLE I ~ The name of 'th~ corporation is COUNTRY CLUB VILLAGE AT TUSCAWILLA H01'1EOWNERS ASSOCIATION, INC., hereinafter referred to as the "Association". The principal office of the corporation shall be locateo at Winter Park, Florida, but meetings of members and directors may be held at such places within the State of Florida, County of Orange, or Seminole, as reay be designated by the Board of Directors. ARTICLE II DEFINI'I'IONS: Section 1. "Association" shall mean and refer to Country Club Village at 1'uscawilla Homeowners Association, Inc., its success- q.fs and assigns. Section 2. "Properties" shall mean and'refer to all of that certain property referred to and designated'as "Community area (not public) !I on the plat of Country Club Village at Tuscawilla, Unit One,and all plats recorded within the real property described in the Notice of Restrictions and Agreement of Maintenance and owned by the Association. Section 3. "Lot" shall mean and refer to any plot of land shown upon any recorded subdivision map of the properties. Section 4. "r.-1ember" shall mean and refer to every person or entity who holds a membership in the Association. . , ... Section 5. "Owner" shall mean and refer to the record owner, whether one or more persons or entities, of the fee sim9le title ,to any lot which is a part of the development, including ::.;. contract sellers, but excluding those having such interest merely as security for the performance of an obligation. -- Section 6. "Developer" shall mean and refer to Country Club Village Builders, Inc., its successors and assigns, if such successors or assigns should acquire more than one undeveloped lot from the Developer for the purpose of development. Section 7. "Restrictions" shall mean and refer to the Restrictions and Agreement of Maintenance applicable to the Development recorded in the Office of the Clerk of the Circuit Court, Seminole County, Florida. Section 8. "Development" shall mean and refer to all of the property within Country Club Village at Tuscawilla, Phase I, and the additional property from time to time added in conformance with the "Restrictions". ARTICLE III 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 records to assessment by the Association, including contract sellers, shall be a member of the Association. The fore- going is not intended to include persons or entities who hold an interest merely as security for the performance of an obligation. No Owner shall have more than one (1) membership for each lot owner. Membership shall be appurtenant to and may not be separated from ownership of any lot which is subject to assessme~t by the Association. Ownership of a lot shall be the sole qualification for membership. ARTICLE IV PROPERTY RIGHTS: RIGHTS OF ENJOYMENT. Section 1. Each member shall be entitled to the use and enjoyment of the Properties and facilities as provided in the Plat of Country Club Village at Tuscawilla,Unit One, and other properties added from time to time in conformance \-lith ths "Restrictions". Any member may delegate his rights of enjoyment of the Properties and facilities to the members of his family, his tenants or contract purchasers, who reside on the property. Such me~ber shall notify the secretary in writing of the name of any such delegee. The rights and privileges of such delegee are subject to suspension to the same extent as those of the member. \ . ARTICLE V BOARD OF DIRECTORS The affairs of this Association shall be managed by a board of three (3) directors, who need not be memb0rs of the Assoc- i'ation. The number of directors may be changed by amendment of the Articles of Incorporation of the Association. The names and addresses qf the persons who are to act in the capacity of directors until the s€lection of their successors are: NA~.ili RESIDENCE C. C. Tomlin, Jr. 1205 Howell Creek Drive Maitland, Florida 32751 Kenneth L. Winegardner 1104 Pheasant Circle Maitland, Florida 32751 Harry A. Goehring 775 Altamonte Drive Altamonte Springs, Florida ~270l The term of the initial members of the Board of Directors shall be as follows: ~. ~. .' ,.' ~~"'1_ 1. C. C. Tomlin, Jr., shall serve for a period of two (2) years. " 2. Kenneth L. Winegardner shall serve for a period of three (3) years. 3. Harry A. Goehring shall serve for a period of four (4) years. At the second annual meeting the members shall elect one (1) director for a term of one (1) yeari and likewise shall elect on each successive year at each annual meeting the necessary directors to make three (3) members for the same term ,as each shall have terminated as is set forth above. Vacancy: In the event of death or resignation 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. 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. 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 -2- directors. Any action so approved shall have the same effect as though taken at a meeting of the directors. ARTICLE VI }lliETINGS OF DIP~CTORS: section 1. Regular Meetings. Regular meetings of the Board of Directors shall be held monthly without notice, at such place and hour as may be fixea 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 same 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 Chairman of the Board, or by any 2 directors, after not less than three (3) days notice to each director. l 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 NOMINATION AND ELECTION OF DIRECTORS: Section 1. Nomination. Nomination for election to the ~.~Board of Directors shall be made by a nominating committee. Nomi- ""nations 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 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 meITbers or non-members. '. . , ~< . ~~. ~~...~ . section 2. Election. 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 bylaws. The persons receiving the largest number of votes shall be elected. Cumulative voting is not permitted. -" ARTICLE VIII POWER AND DUTIES OF THE BOARD OF DIRECTORS: Section 1. Powers. The Board of Directors shall have pm'ler: (a) To adopt and publish rules and regulations governing the use of the Properties, and the personal conduct of the members and their guests thereon, and to establish penalties for the infraction thereof. (b) To exercise for the Association all powers, duties and authority vested in or delegated to this Asso- ciation not reserved to the membership by other provisions of these bylaws, the Articles of Incorporation, or the Restrictions and Agreement of Maintenance. (c) To declare the office of a meIT~er of the Board of Directors to be vacant in the event suchmernber shall be absent from three (3) consecutive regular meetings of the Board of Directors; and (d) To employ a manager, an independent contractor, or -3- 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: (a) To cause to be kept a complete record of all its acts and corporate affairs and to present a state- ment thereof to the members at the annual meeting of the members or at any special meeting, when such statement is requested in writing by two- thirds (2/3rds) of the Class A members who are entitled to vote. . (b) - . l (c) To supervise all officers, agents and employees of this Association, and to see that their duties are properly performed; As more fully provided herein and in the Restrictions: (1) to fix the a~ount of the annual assessment against each lot at least thirty (30) days in advance of each annual assessment period, as hereinafter provided in ARTICLE XII, and (2) to send written notice of each assessment to every owner subject thereto at least thirty (30) days in advance of each annual assess- ment period; ..:. (d) To issue, or to cause an appropri~te officer to issue~ upon demand by any person, a certificate setting forth whether any assessment has been paid. A reasonable charge may be made by the Board for the issuance of these certificates. Such certificate shall be con- clusive evidence of any assessment therein stated to have been paid; (e) To procure and maintain adequate liability insurance, and to procure adequate hazard insurance on property owned by the Association; (f) To cause the Properties to be maintained; and '. - .~ ~ ~ ~ ~.. :....;. (g) To cause the exterior of the dwellings to be main- tained, as is more fully set forth herein. ARTICLE IX -- COM.MITTEES: Section 1. The Association shall appoint an Architectural Control Committee as provided in the Restrictions and a nominating committee as provided in these bylaws. In addition, the Board of Directors shall appoint other committees as deemed appropriate in carrying out its purposes, such as: 1. A Maintenance Committee which shall advise the Board of Directors on all matters pertaining to the maintenance, repair or improvement of the Properties, and shall perform such other functions as the Board in its discretion, determines. 2. An Audit Committee \.vhich shall supervise the annual audit of the Association's books and approve the annual budget and statement of income and expenditures to be presented to the membership at its regular annual meetings as provided in ARTICLE XI, Section 8 (d). The Treasurer shall be an ex officio member of the Committee. Section 2. It shall be the duty of each committee to receive complaints from members on any matter involving Association functions, duties, and activities within its field of responsibility. -4- It shall dispose of such complaints as it deems appropriate or refer them to such other committee, director or officer of the Association as is further concerned with the matter presented. ARTICLE X ~EETINGS OF MEMBERS: Section 1. Annual Meetings. The first annual meeting of the members shall be held wi thin one (1) 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 10:00 o'clock A.M. If the day for the annual meeting of the members is a legal holiday, the meeting will be held at the same hour on the first day following which is not a legal holiday. , . .~ Section 2. Special Meeting. 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 66-2/3% of all of the votes of the entire membership or who are entitled to vote 66-2/3% of the votes o~ the Class A membership. Section 3. Notice of Meetin~. 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 ~ copy of such notice, postage prepaid, at least ten (10) 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, nr supplied by such member to the Association for the purpose of >>otice. Such notice shall specify the place, day and hour of the meetings 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 bylaws. If, however, su~h quorum shall not be present or represented at any meeting, the members entitled to vote thereat shall have power to adjourn 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 memb~r 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. -- AR'I'ICLE XI OFFICERS AND THEIR DUTIES: Section 1. Enumeration of Offices. The officers of this Association shall be a president, vice president, a secretary, and a treasurer, who shall at all times be members of the Board of Directors, 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 fol- lowing 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, have such authority and perform such duties as the Board may form time to time determine. -5- Section 5. Resi.gnation and Removal. Any officer may resign at any time by givi.ng 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 in the manner prescribed for regular election. The officer elected to such vacancy shall serve for the remainder of the term of the officer he replaces. Section 7. Multiple Offices. The offices of secretary and treasurer may be held by the same person. No person shall simu"'..taneously hold m0re than one of any of the other offices except in the case of special offices created pursuant to Section 4 of this Article. ~ follow's: Section 8. Duties. The duties of the officers are as PPESIDENT (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 co-sign all checks and "\ . +- pxon~ssory no~c.s. VICE PRESIDEtJT (b) The vice president shall act in the place and stead of the president in the event of his absence, in- ability 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 meet- ings of the Board and of the members; keep appropriate current records showing the members of the Association together with the~r 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 .A.ssociation 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. ": ~~ ~--.; . . ARTI CLE XI I ASSESSMENTS: Section 1. Creation of the Lien and Personal Obligation of Assessments. By the Restrictions and Agreement of Maintenance each member is deemed to covenant and agree to special assessments, together with such interest thereon and costs of collection thereof, as hereinafter provided, which shall be a charge on the land and shall be a continuing lien upon the property against which each such assessment is made. Each such assessment, together with such interest, costs, and reasonable attorney's fees shall also be the personal obligation of the person who was the owner of such property at the time when the assessment fell due and shall not pass to his successors in title unless expressly assumed by them. Section 2. Purpose of Assessments. The assessments levied by the Association shall be used exclusively for the purpose of promoting the recreation, health, safety, und welfare of the residents ln the development and in particular for the improvement . -6- and maintenance of the development, services and facilities devoted to this purpose and related to the use and enjoyment of the develop- men t. Section 3. Basis and Maximum of Annual Assessments. Until January 1 of the year immediately following the conveyance of the first lot to an ovmer, the maximum annual assessment shall be THREE IIUl.DF.ED DOLLARS ($ 300.00) per lot. (a) From and after January 1 of the year immediately follmving the conveyance of the first lot to an mmer, the maximum annual assessment may be increased effective January 1 of each year without a vote of the membership in conformance with the rise, if any, of the Consumer Price Index (published by the Department of Labor, Washington,'D. C.) for the preceding month of July. '\ . (b) lo'rom and after January 1 of the year iTIuuediately following the conveyance of the first lot to an owner, the maximum annual ass~ss~ent may be increased above that established by the Consumer Price Index formula by a vomof the members for the next. succeeding one (1) year and at the end of each such period of one (1) year, for each succeeding period of a year~ provided that any such change shall have the assent of two-thrids (2/3) of the votes of each class of members who are voting in person or by proxy, at a ~eeting duly called for this purpose, written notice of which shall be sent to all members not less than ten (10) days nor more than thirty (30) days in advance of the meeting, setting forth the purpose of the meeting. The limitations hereof shall not ap!?ly to any change in the maximum and basis of the assessments undertaken as an incident to a merger or consolidation in which the Association~ Is authorized to participate under its Articles of Incorporation. (c) After consideration of current maintenance costs and future needs of the Association, the Board of Directors may fix the annual assessment at an amount not in excess of the maximum. Section 4. Method of Computation when using the Consumer Price Index. The Consumer Price Index establishes the United States City Average numerical rating for the month of July, 1978, as 196.7. This will be the base rating. To determine the percentage to be applied to the maximum annual assessment for each subsequent year, divide this base rating into the numerical rating established by the Consumer Price Index for the month of July preceding the pro- posed assessment year. This adjustment percentage, if in excess of 100 percentum, is multiplied by the original maximum annual assessment :.~~ to obtain the maximum assessment for the subsequent year. >1. Section 5. Special Assessments for Capital Improvements. ; In addition to the annual assessments authorized above, the Association may levy in any assessment year, a special assessment applicable to that year only, for the purpose of defraying, in whole or in part, the cost of any construction or reconstruction, unexpected repair, or replacement of a described capital improvement upon the Properties, including the necessary fixtures and personal property related thereto, provided that any such assessment shall have the assent of two-thirds (2/3) of the votes of each class of members who are voting in person or by proxy at a meeting duly called for this purpose, written notice of which shall be sent to all members not less than ten (10) days nor more than thirty (30) days in advance of the meeting setting forth the purpose of the meeting. Section 6. Uniform Rate. Both annual and special assess- ments must be fixed at a uniform rate for all lots and may be col- lected on a monthly basis. Section 7. Quorum for Any Action Authorized Under Sections 3 and 5. At the first meeting called, as provided in Sections 3 and 5 hereof, the presence at the meeting of members or of proxies entitled to cast sixty per cent (60%) of all the votes of each Class of member- ship shall constitute a quorum. If the required quorum is not forth- coming at any meeting, another meeting may be called, subject to the -7- notice requirement set forth in Sections 3 and 5, and the required quorum at any such subsequent meeting shall be one-half Cl/2) of the required quorum at the preceding meeting. No such subsequent meeting shall be held more than sixty (60) days following the pre- ceding meeting. ~ Section 8. Date of Commencement of Annual Assessments: Due Dates. The annual assessment provided for herein shall commence as to all lots on the first day of the month following the conveyance of the lot and residence. The first annual assessment shall be adjusted according to the number of months remaining in the calendar year. The Board of Directors shall fix the amount of the annual assessment against each lot at least thirty (30) days in advance of each annual assessment period. Written notice of the annual assessment shall be sent to every owner subject thereto. The due dates shall be established by the Board of Directors. The Association shall upon demand at any time furnish a certificate in writing, signed by an officer of the Association, setting forth whether the assessments on a specified lot have been paid. A reasonable charge may be made by the Board for the issuance of these certificates. Such certificate shall be conclusive evidence of payment of any assessment, therein stated to have been paid. The Developer shall, however, maintain all unsold and completed units, together with all vacant lots until a transaction is completed in the name of an Owner- Occupant. "-"\ . Section 9. Effect of Non-Payment of Assessments: Remedies of the Association. 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 "xrom the date of delinquency at the rate of ten per cent (10%) 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 assess- ment. No owner may waive or otherwise escape liability for the assessments provided for herein by non-use of the properties or abandonment of his lot. Section 10. Subordination of the Lien to Mortgages. The lien of the assessments provided for herein shall be subordinate to the lien of any mortgage or mortgages. Sale or transfer of any lot shall not affect the assessment lien. However, the sale or transfer of any lot which is subject to any mortgage, pursuant to a decree of foreclosure under such mortgage or any proceeding in lieu of foreclosure thereof, shall extinguish the lien of such assessments as to payments thereof which became due prior to such sale or trans- fer. No sale or transfer shall relieve such lot from liability for any assessments thereafter becoming due or from the lien thereof. >;. -- Section 11. Exempt Property. The following property subject to the bylaws shall be exempt from the assessments created therein: (a) all properties dedicated to and accepted by a local public author- ity; (b) all properties owned by a charitable or non-profit organization exempt from taxation by the laws of the State of Florida. However, no land or improvements devoted to dwelling use shall be exempt from said assessments; (c) all areas designated as "community area (not. public)" on the recorded plats, which is inclusive of all the property owned by the corporation~ ARTICLE XIII 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 of the Board. The Restrictions, 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 XIV CONSENT: All proposed budgets and statements of income -8- and expendi.tures of any funds ari.sing out of any assessments by Fi.rst Federal of Seminole, prior to any expendi.ture under said budget and prior to presentation to the membership at its regular annual meeting as provided in Article XI, Section 8 Cd). This article of the bylaws shall not be amended or rescinded without the written consent of First Federal of Seminole, and shall remain in full force and effect so long as any property in Country Club Village at Tuscawilla is pledged as security for any mortgage to First Federal of Seminole. ARTICLE XV CORPOR~TE SEAL: The Association shall have a seal in circular form having within its circumference the words: COUNTRY CLUB VILLAGE AT TUSCAl'lILLA HOMEOWNERS ASSOCIATION, INC., (not for profit) . ~ ARTICLE XVI AMENDHENTS: Section 1. These Bylaws may be a~ended 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. 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 Restrictions and these Bylaws, the Restrictions shall control. , ..,:. ARTICLE XVII *MISCELLA~JEOUS: 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. IN WITNESS vJHEREOF, we, being all of the directors of 'J COUNTRY CLUB VILLAGE AT TUSCAWILLA HOl1EOWNERS ASSOCINqON, INC., have hereunto set, our hands this f (I ;' - day of J f .., _ . , 1979.-'----" t- -Url~)/-..)- (, - I\;..>- I . -- \.?'":-- -..... _..- I --;'" :.y ,. ./ . " ""..... ,,:.- ~- -A. 'l ._ I ~. ~~ ... >....;. -'