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(CONSOLIDATED AND RESTATED AS OF MAY 13, 1992)
EXHIBIT #4 TO DECLARATION OF CONDOMINIUM BY-LAWS of PLAYA del MAR ASSOCIATION, INC. (A Corporation Not for Profit under the Laws of the State of Florida) These are the By-Laws of PLAYA del MAR ASSOCIATION, INC., a Corporation Not for Profit under the laws of the State of Florida, the Articles of Incorporation of which were filed in the office of the Secretary of State on February 14, 1974. PLAYA del MAR ASSOCIATION, INC., hereinafter called "ASSOCIATION", has been organized for the purpose of administering the operation and management of PLAYA del MAR CONDOMINIUM, a high rise apartment project established or to be established in accordance with the Condominium Act of the State of Florida upon the following described property, situate, lying and being in Broward County, Florida, to-wit: Lots Fifteen (15) and Sixteen (16), Block Thirty-Four (34), of Galt Ocean Mile Addition No. 1, Fort Lauderdale, Florida, according to the Plat thereof recorded in Plat Book 45, Page 9, of the Public Records of Broward County, Florida. a) The provisions of these By-Laws are applicable to PLAYA del MAR CONDOMINIUM, and the terms and provisions hereof are expressly subject to the effect of the terms, provisions, conditions and authorizations contained in the Articles of Incorporation and which may be contained in the formal Declaration of Condominium which will be recorded in the Public Records of Broward County, Florida, at the time said property and the improvements now or hereafter situate thereon are submitted to the Plan of Condominium Ownership, the terms and provisions of said Articles of Incorporation and Declaration of Condominium to be controlling wherever the same may be in conflict herewith. b) All present or future owners, tenants, future tenants or their employees, or any other person that might use PLAYA del MAR CONDOMINIUM or any of the facilities thereof in any manner, are subject to the regulations set forth in these By-Laws and in said Articles of Incorporation and Declaration of Condominium. c) The office of the ASSOCIATION shall be at 3900 Galt Ocean Drive, Fort Lauderdale, Florida. d) The fiscal year of the ASSOCIATION shall be the calendar year. e) The seal of the ASSOCIATION shall bear the name of the ASSOCIATION, the word "Florida", the words "Corporation Not For Profit" and the year of incorporation, an impression of which seal is as follows: 2. MEMBERSHIP, VOTING, QUORUM, PROXIES a) The qualifications of members, the manner of their admission to membership and termination of such membership, and voting by members, shall be as set forth in Article IV of the Articles of Incorporation of the ASSOCIATION, the provisions of which said Article IV of the Articles of Incorporation are incorporated herein by reference. b) A quorum at members' meetings shall consist of persons entitled to cast a majority of the votes of the entire membership. The joinder of a member in the action of a meeting by signing and concurring in the minutes thereof shall constitute the presence of such person for the purpose of determining a quorum. c) The vote of the owners of an APARTMENT owned by more than one person or by a corporation or other entity shall be cast by the person named in a Certificate signed by all of the owners of the APARTMENT and filed with the Secretary of the ASSOCIATION, and such Certificate shall be valid until revoked by subsequent Certificate. If such Certificate is not on file, the vote of such owners shall not be considered in determining the requirement for a quorum, nor for any other purpose. d) Votes may be cast in person or by proxy. Proxies shall be valid
only for the particular meeting designated thereon, or any extension
or adjournment of such meeting, and must be filed with the Secretary
before the appointed time of the meeting. NOTE: Effective January 1, 1992, Chapter 718, Florida Statutes requires that no proxies may be used in general elections of Directors or elections to fill vacancies on the Board of Directors. Except as specifically allowed by law, unit owners may not vote by general proxy, but may vote by limited proxy. Limited proxies and general proxies may be used to establish a quorum. e) Approval or disapproval of an APARTMENT owner upon any matters, whether or not the subject of an ASSOCIATION meeting, shall be by the same person who would cast the vote of such owner if in an ASSOCIATION meeting. f) Except where otherwise required under the provisions of the Articles of Incorporation of the ASSOCIATION, these By-Laws, the Declaration of Condominium, or where the same may otherwise be required by law, the affirmative vote of the owners of a majority of the APARTMENTS represented at any duly called members' meeting at which a quorum is present shall be binding upon the members. 3. ANNUAL AND SPECIAL MEETING OF MEMBERSHIP a) The annual members' meeting shall be held at the office of the ASSOCIATION, or such other place as designated by the Board of Directors at 8:00 o'clock P.M. on or before the ninth month following the month of the issuance of Certificate of Occupancy. Thereafter, the annual members' meeting shall be held on the fourth Tuesday of the same month of the first annual membership meeting for the purpose of electing Directors and of transacting any other business authorized to be transacted by the members; provided, however, that if that day is a legal holiday, the meeting shall be held at the same hour on the next succeeding Tuesday. b) Special members' meeting shall be held whenever called by the President or Vice-President or by a majority of the Board of Directors, and must be called by such officers upon receipt of a written request from members of the Association owning a majority of the APARTMENTS. c) Notice of all members' meetings, regular or special, shall be given by the President, Vice-President or Secretary of the ASSOCIATION, or other officer of the ASSOCIATION in absence of said Officers, to each member, unless waived in writing, such notice to be written or printed and to state the time and place and object for which the meeting Is called. Such notice shall be given to each member not less than fourteen (14) days nor more than sixty (60) days prior to the date set for such meeting, which notice shall be sent by certified or registered mail or presented personally to each member within said time. In addition, fourteen (14) days advance notice to the members of such meeting shall be posted at a conspicuous place on the condominium property. If presented personally, receipt of such notice shall be signed by the member, indicating the date on which such notice was received by him. If mailed, such notice shall be deemed to be properly given when deposited in the United States Mails addressed to the member at his post office address as it appears on the records of the ASSOCIATION, the postage thereon prepaid. Proof of such mailing shall be evidenced by production at the meeting of the postal receipt indicating certification or registration of the mailing. Any member may, by written waiver of notice signed by such member, waive such notice, and such waiver, when filed in the records of the ASSOCIATION, whether before or after the holding of the meeting, shall be deemed equivalent to the giving of such notice to such member. If any members' meeting cannot be organized because a quorum has not attended, wherever the latter percentage of attendance may be required as set forth in the Articles of Incorporation, these By-Laws or the Declaration of Condominium, the members who are present, either in person or by proxy, shall adjourn the meeting to a date certain, and at said meetings, if a quorum is not in attendance, the members who are present shall be empowered to transact the business of the meeting. d) The order of business at annual members' meetings, and, as far as practical, at any other members' meeting, shall be: i) The President, or, in his absence, the Vice-President of
ASSOCIATION NOTE: Effective April 1, 1992, the following procedure is required by Chapter 718, Florida Statutes: Participation. Unit owners shall have the right to participate in meetings of unit owners with reference to all designated agenda items. However, the Association may adopt reasonable rules governing the frequency, duration and manner of unit owner participation. Any unit owner may tape record or videotape a meeting of the unit owners subject to reasonable rules adopted by the Division of Florida Land Sales, Condominiums and Mobile Homes. Proxies. Except as specifically otherwise Provided, unit owners may not vote by general Proxy, but may vote by limited proxies. Limited proxies and general proxies may be used to establish a quorum. Limited proxies must be used for votes taken to waive or reduce reserves; for votes taken to waive financial reporting requirements; for votes taken to amend the Condominium Documents; and any other matter for which Chapter 718 requires or permits a vote of the unit owners. No proxy, limited or general, may be used in the election of Board members. General Proxies may be used for other matters for which limited proxies are not required, and may also be used in voting for nonsubstantive changes to items for which a limited proxy is required and given. An executed telegram or cablegram appearing to have been transmitted by the proxy giver, or a photographic, photostatic or equivalent reproduction of a proxy is a sufficient proxy. a) Commencing with the annual meeting of 1991, the Board of Directors
shall consist of seven (7) members. Four (4) vacancies shall be
filled in the odd years and three (3) in the even years. All Directors
shall serve two (2) year terms. b) Election of Directors shall be conducted in the following manner: i) All members of the Board of Directors shall be elected by a plurality of the votes cast at the Annual Meeting of the Members of the ASSOCIATION. (Amended April 4, 1987, OR BOOK 14317, PG 302) ii) Vacancies in the Board of Directors may be filled until the date of the next annual meeting by the remaining Directors. (Amended April 4, 1987, OR BOOK 14317, PG 302) iii) As many Directors of the ASSOCIATION shall be elected at the annual meeting as there are regular terms of office of Directors expiring at such time, and the term of office of the Directors so elected at the annual meeting of the members each year shall be for two (2) years expiring at the second annual meeting following their election and thereafter until their successors are duly elected and qualified, or until removed in the manner elsewhere provided or as may be provided by law. (Amended April 4, 1987, OR BOOK 14317, PG 302) iv) In the election of Directors, there shall be appurtenant to each APARTMENT as many votes for Directors as there are Directors to be elected, provided, however, that no member or owner of any APARTMENT may cast more than one (1) vote for any person nominated as a Director, it being the intent hereof that voting for Directors shall be noncumulative. c) The organizational meeting of a newly elected Board of Directors shall be held within ten (10) days of their election, at such time and at such place as shall be fixed by the Directors at the meeting at which they were elected, and no further notice of the organizational meeting shall be necessary provided a quorum shall be present. The outgoing President of the Board of Directors will preside over said organizational meeting until the new officers are elected. d) Regular meetings of the Board of Directors may be held at such time and place as shall be determined from time to time by a majority of the Directors. Notice of regular meetings shall be given to each Director, personally or by mail, telephone or telegram, at least three (3) days prior to the day named for such meeting, unless notice is waived. All meetings of the Board of Directors shall be open to all APARTMENT owners and notice of such Board meetings shall be posted conspicuously forty-eight (48) hours in advance for the attention of APARTMENT owners, except in an emergency. e) Special meetings of the Directors may be called by the President and must be called by the Secretary at the written request of one-third (1/3) of the votes of the Board. Not less than three (3) days notice of a meeting shall be given to each Director, personally or by mail, telephone or telegram, which notice shall state the time, place and purpose of the meeting. f) Any Director may waive notice of a meeting before or after the meeting, and such waiver shall be deemed equivalent to the giving of notice. g) A quorum at a Directors' meeting shall consist of the Directors entitled to cast a majority of the votes of the entire Board. The acts of the Board approved by a majority of the votes present at a meeting at which a quorum is present shall constitute the acts of the Board of Directors, except as specifically otherwise provided in the Articles of Incorporation, these By-Laws or the Declaration of Condominium. If any Directors' meeting cannot be organized because a quorum has not attended, or because the greater percentage of the Directors required to constitute a quorum for particular purposes has not attended, wherever the latter percentage of attendance may be required as set forth in the Articles of Incorporation, these By-Laws, or the Declaration of Condominium, the Directors who are present may adjourn the meeting from time to time until a quorum, or the required percentage of attendance if greater than a quorum, is present. At any adjourned meeting, any business, which might have been transacted at the meeting as originally called may be transacted without further notice. The joinder of a Director in the action of a meeting by signing and concurring in the minutes thereof shall constitute the presence of such Director for the purpose of determining a quorum. NOTE: Effective April 1, 1992, the following notice procedure is required by Chapter 718, Florida Statutes: Notice. Notice of Board meetings and Board appointed committee meetings, which notice shall specifically incorporate an identification of agenda items, shall be posted conspicuously on the condominium property at least 48 continuous hours in advance for the attention of unit owners, except in an emergency. Any item not included on the notice may be taken upon an emergency basis by at least a majority plus one of the members of the Board. Such emergency action shall be noticed and ratified at the next regular meeting of the Board. Meetings at which a regular assessment is to be considered shall contain a statement that assessments will be considered and the nature of such assessments. However, written notice of any meeting at which non-emergency special assessments, or at which amendment to rules regarding unit use will be considered, shall be mailed or delivered to the unit owners and posted conspicuously on the condominium property not less than 14 continuous days prior to the meeting. Evidence of compliance with this 14-day notice shall be by an affidavit executed by the Secretary and filing among the official records of the Association. Upon notice to the unit owners, the Board shall by duly adopted rule designate a specific location on the condominium property upon which all notices of Board meetings shall be posted. Owner Participation. Meetings of the Owners, Board of Directors and any committee thereof at which a quorum of the members of that committee are present shall be open to all unit owners. The right to attend such meetings includes the right to speak with reference to all designated agenda items provided however, the Association may adopt reasonable rules governing the frequency, duration and manner of unit owner statements. Unit owners shall have the right to tape record or videotape the meetings of the Board of Administration, subject to reasonable rules adopted by the Division of Florida Land Sales, Condominiums and Mobile Homes. Directors may not vote by secret ballot except to elect officers. A vote or abstention for each director on each matter shall be recorded in the minutes. h) The Presiding Officer of Directors' meetings shall be the Chairman of the Board, if such an Officer has been elected, and if none, then the President shall preside. In the absence of the Presiding Officer, the Directors present shall designate one of their number to preside. i) Directors' fees, if any, shall be determined by the members. j) All of the powers and duties of the ASSOCIATION shall be exercised by the Board of Directors, including those existing under common law and the statutes, the Articles of Incorporation of the ASSOCIATION, these By-Laws and the Declaration of Condominium. Such powers and duties shall be exercised in accordance with said Articles of Incorporation, these By-Laws and the Declaration of Condominium, and shall include, without limiting the generality of the foregoing, the following: i) To make, levy and collect assessments against members and
members' APARTMENTS to defray the costs of the Condominium, and
to use the proceeds of said assessments in the exercise of the
powers and duties granted unto the ASSOCIATION. k) The undertakings and contracts authorized by said first Board of Directors shall be binding upon the ASSOCIATION in the same manner as though such undertakings and contracts had been authorized by the first Board of Directors duly elected by the membership after the property identified herein has been submitted to the Plan of Condominium Ownership and said Declaration of Condominium has been recorded in the Broward County Public Records, so long as any undertakings and contracts are within the scope of the powers and duties which may be exercised by the Board of Directors of the ASSOCIATION in accordance with all applicable condominium documents. 1) Any one or more of the members of the Board of Directors of the ASSOCIATION may be removed, either with or without cause, at any time by a vote of the members owning a majority of the APARTMENTS in PLAYA del MAR CONDOMINIUM, at any special meeting called for such purpose, or at the annual meeting. (Amended April 4, 1987, OR BOOK 14317, PG 302) a) The executive officers of the ASSOCIATION shall be a President, who shall be a Director, a Vice-President, who shall be a Director, a Treasurer, a Secretary and an Assistant Secretary, all of whom shall be elected annually by the Board of Directors and who may be peremptorily removed by vote of the Directors at any meeting. Any person may hold two or more offices, except that the President shall not also be the Secretary or an Assistant Secretary. The Board of Directors shall from time to time elect such other officers and designate their powers and duties as the Board shall find to be required to manage the affairs of the ASSOCIATION. b) The President shall be the chief executive officer of the ASSOCIATION. He shall have all of the powers and duties which are usually vested in the office of President of an association, including but not limited to the power to appoint committees from among the members from time to time, as he may in his discretion determine appropriate, to assist in the conduct of the affairs of the ASSOCIATION. c) The Vice-President shall, in the absence or disability of the President, exercise the powers and perform the duties of the President. He shall also generally assist the President and exercise such other powers and perform such other duties as shall be prescribed by the Directors. d) The Secretary shall keep the minutes of all proceedings of the
Directors and the members. The minutes of all such meetings shall
be kept in a businesslike manner and shall be available for inspection
by the members at all reasonable times. The Secretary shall attend
to the giving and serving of all notices to the members and Directors,
and such other notices required by law. The Secretary shall have
custody of the seal of the ASSOCIATION and affix the same to instruments
requiring a seal when duly signed. The Secretary shall keep the
records of the ASSOCIATION, except those of the Treasurer, and shall
perform all other duties incident to the Office of Secretary of
an association and as may be required by the Directors or President.
The Assistant Secretary shall perform the duties of Secretary when
the Secretary is absent. e) The Treasurer shall have custody of all the property of the ASSOCIATION, including funds, securities and evidences of indebtedness. The Treasurer shall keep the assessment rolls and accounts of the members; the Treasurer shall keep the books of the Association in accordance with good accounting practices; and shall perform all other duties incident to the office of Treasurer. (Amended April 4, 1987, OR BOOK 14317, PG 302) f) The compensation of all employees of the ASSOCIATION shall be fixed by the Directors. This provision shall not preclude the contracting with a Director for the management of the Condominium with the proviso that upon the happening of such event, the Director shall resign from the Board. (Amended April 4, 1987, OR BOOK 14317, PG 302) The provisions for fiscal management of the ASSOCIATION set forth in the Declaration of Condominium and Articles of Incorporation shall be supplemented by the following provisions: a) The assessment roll shall be maintained in a set of accounting books in which there shall be an account for each APARTMENT. Such an account shall designate the name and address of the owner or owners, the amount of each assessment against the owners, the date and amounts in which assessments come due, the amounts paid upon the account and the balance due upon assessments. b) The Board of Directors shall adopt a budget for each calendar year which shall contain estimates of the cost of performing the functions of the ASSOCIATION, including but not limited to the following items: i) Common expense budget, which may include, without limiting the generality of the foregoing, the estimated amounts necessary for maintenance and operation of COMMON PROPERTY and LIMITED COMMON PROPERTY, landscaping, street and walkways, office expense, swimming pool, utility services, casualty insurance, liability insurance, administration and reserves (operating and replacement); and ii) Proposed assessments against each member. c) Copies of the proposed budget and proposed assessments shall be transmitted to each APARTMENT owner not less than thirty (30) days prior to the meeting at which the budget will be considered, together with a notice of that meeting. If the budget is subsequently amended before the assessments are made, a copy of the amended budget shall be furnished each member concerned. Delivery of a copy of any budget or amended budget to each member shall not affect the liability of any member for any assessment, nor shall delivery of a copy of such budget or amended budget be considered as a condition precedent to the effectiveness of said budget and assessments levied pursuant thereto, and nothing herein contained shall be construed as restricting the right of the Board of Directors to at any time in their sole discretion levy any additional assessment in the event that the budget originally adopted shall appear to be insufficient to pay costs and expenses of operation and management, or in the event of emergencies. d) The depository of the ASSOCIATION shall be such banks or other financial institutions as shall be designated from time to time by the Directors and in which the monies of the ASSOCIATION shall be deposited. Withdrawal of monies from such accounts shall only be checks signed by such persons as are authorized by the Directors. (Amended April 4, 1987, OR BOOK 14317, PG 302) e) An audit of the accounts of the ASSOCIATION shall be made annually by a Certified Public Accountant, and a copy of the report shall be furnished to each member not later than the second Tuesday in March of the year following the year for which the report is made. f) Fidelity bonds shall be required by the Board of Directors from all officers, employees or any contractor handling or responsible for ASSOCIATION funds. The amount of such bonds shall be determined by the Directors, but shall be at least the amount of the total annual assessments against members for common expenses. The premiums on such bonds shall be paid by the ASSOCIATION. NOTE: Effective April 1, 1992, Florida Statutes, Chapter 718 requires the Association to maintain fidelity bonds for the President, Secretary and Treasurer of the Association and for all other persons authorized to sign checks. The required amount of the bond is determined by the total annual gross receipts of the Association. If annual gross receipts are less than $100,000, the bonds shall each be in the sum of $10,000 per person; if annual gross receipts are between $100,000 and $299,000, the bonds shall each be in the sum of $30,000 per person; if annual gross receipts are $300,000 or more, the bonds shall each be in the sum of $50,000 each. Robert's Rules of Order (latest edition), shall govern the conduct of corporate proceedings when not in conflict with the Articles of Incorporation and these By-Laws or with the Statutes of the State of Florida. Amendments to these By-Laws shall be proposed and adopted in the following manner: a) Amendments to these By-Laws may be proposed by the Board of Directors of the ASSOCIATION acting upon vote of the majority of the Directors, or by members of the ASSOCIATION owning at least 70 of the APARTMENTS in PLAYA del MAR CONDOMINIUM, whether meeting as members or by instrument in writing signed by them. b) Upon any amendment or amendments to these By-Laws being proposed by said Board of Directors or members, such proposed amendment or amendments shall be transmitted to the President of the ASSOCIATION, or other officer of the ASSOCIATION in absence of the President, who shall thereupon call a special joint meeting of the members of the Board of Directors of the ASSOCIATION and the membership for a date not sooner than twenty (20) days or later than sixty (60) days from receipt by such Officer of the proposed amendment or amendments, and it shall be the duty of the Secretary to give to each member written or printed notice of such meeting in the same form and in the same manner as notice of the call of a Special Meeting of the members is required as herein set forth. c) In order for such amendment or amendments to become effective, the same must be approved by an affirmative vote of seventy (70%) percent of the members present and voting, either in person or by proxy. (Amended March 7, 1985, OR BOOK 12374, PG 528) The foregoing were adopted as the By-Laws of PLAYA del MAR ASSOCIATION, INC., a corporation not for profit under the Laws of the State of Florida, at the first meeting of the Board of Directors on February 25, 1974. APPROVED
Playa del Mar |
