NAME AND LOCATION OF CORPORATION
The name of this Corporation is GALT MILE APARTMENTS, INC., also known as CORAL RIDGE TOWERS (hereinafter “Corporation”). Its principal office is located at 3233 N.E. 34th Street, Fort Lauderdale, Florida 33308.
Section 1. Purpose. The purpose of this Corporation is to provide its stockholders with housing and community facilities, if any, on a basis consistent with the provisions set forth in the Articles of Incorporation, Florida Statutes Chapter 719 (the “Cooperative Act”) as it currently exists and as may be amended from time to time and these Bylaws.
Section 2. Use Restrictions. The use of the property of the Corporation shall be in accordance with the following provisions:
Ownership. Each of the Units shall be owned only as a single-family private residence and not for business, commercial and other purposes. As used in these Bylaws and elsewhere in the documents, “family”, “single family”, or words of similar import shall b defined as not more than two (2) unrelated persons living together in a single Residential Unit, or two (2) persons related by blood, marriage or adoption and living together in a single Residential Unit.
Occupancy Limitation. The Rules and Regulations promulgated from time to time shall contain limitation on the number of persons that may occupy a Unit as per the following schedule:
|Efficiency: 3 occupants||Two-bedroom: 6 occupants|
|One bedroom: 4 occupants||Three-bedroom: 8 occupants|
Pets. No Member may keep or harbor a pet anywhere on the Corporation property.
Section 3. Housing for Older Persons. Each of the Units of the Corporation shall be intended and operated for occupancy by at least on person fifty-five (55) years of age of older, subject to an existing 20% exception established in the practice of the Corporation. It is the intent of this provision to utilize the Housing for Older Persons Act of 1995, as amended, to enable the operation of a qualified housing community for older persons thereby achieving exemption from otherwise relevant provisions of the Fair Housing amendments Act of 1988, as amended. The Board is authorized to promulgate, adopt, amend, modify or delete policies, procedures, rules and regulations to assure compliance with such exemption. Inasmuch as the Corporation is designed and intended as “housing for older persons” and to provide housing for residents who are fifty-five (55) years of age or older, children under sixteen (16) years of age shall be prohibited from permanently residing upon the premises and no Member shall permit a child under sixteen (16) years of age to permanently reside within a Unit; except that children under sixteen (16) may visit and temporarily reside for a period not to exceed thirty (30) days in any calendar year.
Section 4. Leasing Prohibited. The leasing or renting of apartments by members for any reason whatsoever is expressly prohibited.
Section 1. Eligibility. The membership shall consist of those stockholders who reside in the Units for which they have received stock certificates and who have been accepted for membership by the Board of Directors. Only natural persons may be stockholders, but a member may place the title to his stock ownership in a living trust, provided that the member is the Trustee.
Section 2. Application for Membership. Application for membership shall be presented in person on a form prescribed by the Board of Directors. All such applications shall be acted upon promptly by the Board of Directors.
Section 3. Transfer of Membership. Anyone who acquires stock ownership, be it from a trust or an estate or by purchase, shall not be permitted to exercise occupancy privileges unless and until he has been accepted and approved as a member by a minimum of one (1) member of the Board of Directors and two (2) member stockholders authorized by the Board for that purpose.
Section 4. Termination of Membership for Cause. In the event the Corporation has, pursuant to the provisions of an Occupancy Agreement, terminated the rights of a member under said Occupancy Agreement and repossessed the apartment, the member shall be required to deliver promptly to the Corporation his membership certificate and his Occupancy Agreement, both endorsed in such manner as may be required by the Corporation. The Corporation shall thereupon proceed with reasonable diligence to effect a sale of the apartment at a sales price acceptable to the Corporation. The retiring member shall be entitled to receive the sales proceeds less all pertinent costs and expenses incurred by the Corporation. The determination of such amounts by the Corporation shall be conclusive.
MEETING OF MEMBERS
Section 1. Place of Meetings. Meetings of the membership shall be held at the principal office of the Corporation or at such other suitable place convenient to the membership as may be designated by the Board of Directors.
Section 2. Annual Meetings. The Annual Meeting of the Corporation shall be held during the first week in March of each year. The members may transact such business of the Corporation as may properly come before them. The President shall appoint five (5) inspectors of election and two (2) alternate inspectors of election at least five days prior to the meeting..
Members shall have the right to participate in meetings with reference to all designated agenda items. However, reasonable rules governing the frequency, duration, and manner of membership participation shall be applied. A member may tape record or videotape meetings of members subject to reasonable rules.
Section 3. Notice of Annual Meetings. It shall be the duty of the Secretary to mail or hand deliver to each member a first notice of each annual meeting not less than sixty (60) days before the scheduled date of the meeting. Any member desiring to be a candidate for the Board of Directors shall give written notice to the Corporation not less than forty (40) days before the meeting. If a candidate wishes the Corporation to distribute his personal information to the members of the Corporation, the information sheet has to be submitted to the Corporation not less than thirty-five (35) days before the meeting.
Not less than thirty (30) days before an annual meeting, the Corporation shall mail or hand deliver to each member a second notice of the meeting, together with the agenda for the meeting, a ballot and a copy of each personal information sheet duly received from the candidates. Accompanying the ballot shall be an outer envelope addressed to the Secretary and a small inner envelope in which the ballot shall be placed. Each voter shall sign the exterior of the outer envelope in the space provided for such signature. Upon receipt by the Corporation, no ballot may be rescinded or changed.
Section 4. Special Meetings. It shall be the duty of the President to call a special meeting of the members as directed by resolution of the Board of Directors or upon a petition signed by twenty percent (20%) of the membership and presented to the Secretary. A special meeting of members to recall one or more members of the Board of Directors, may be called by ten percent (10%) of the membership. The required notice of the meeting shall state the date, time and purpose of the meeting.
Section 5. Notice of Special Meeting. It shall be the duty of the Secretary to mail or hand deliver to each member a notice of each special meeting, stating the purpose thereof as well as the time and place where it is to held, not less than fourteen (14) days but not more than fifty (50) days prior to such meeting. No business shall be transacted at a special meeting except as stated in the notice unless by consent of four-fifths of the members present.
Section 6. Quorum. The presence in person of a least twenty-five percent (25%) of the members of record of the Corporation shall be requisite for and shall constitute a quorum for the transaction of business at all meetings of members. Elections shall be decided by a plurality of those ballots cast. Moreover, at least twenty percent(20%) of the eligible voters must cast a ballot in order to have a valid election of members of the Board of Directors.
Section 7. Adjourned Meetings. If any meetings of members cannot be organized because a quorum has not attended, the members who are present may, except as otherwise provided by law, adjourn the meeting to a time not less than forty-eight (48) hours from the time the original meeting was called.
Section 8. Voting. At every meeting of the membership, each member shall have the right to cast one vote on each question. In the event two persons hold joint membership, they may each cast a one-half vote. (Suitable instructions should be placed on the ballot to assist the voters on the procedure to be used.) The vote of the majority shall decide any question brought before such meeting, unless the question is one upon which, by express provision of statute or of the Articles of Incorporation or of these Bylaws, a different vote is required, in which case such express provision shall govern and control.
Section 9. Order of Business. The order of business at all annual meetings shall be as follows:
Cast ballots for election of Directors.
Roll Call. This may be done by having every member sign a roster just prior to the start of the meeting in lieu of calling the roll orally.
Proof of notice of meeting or waiver of notice.
Reading of minutes of preceding meeting. The reading of the minutes may be dispensed with upon proper motion.
Report of Officers.
Report of Committees.
Auditors report and approval of the Corporation’s Audited Financial Statements.
Appointment of Auditors for the new fiscal year.
The election shall be by secret ballot. Each candidate shall have the right to be present or have a representative at the tallying of the vote.
Section 10. Notice. Whenever any notice is required by any provision of these Bylaws or by Florida Statutes, the notice will be hand delivered or sent by regular United States mail.
Section 1. Number and Qualification. The affairs of the Corporation shall be governed by a Board of Directors composed of nine (9) members.
Section 2. Powers and Duties. All of the powers and duties of the Corporation existing under the Florida Corporation Statutes, the Cooperative Act, the Occupancy Agreement, the Articles of Incorporation, these Bylaws, and the Rules and Regulations of the Corporation shall be exercised exclusively by the Board of Directors or its duly authorized agents, contractors, or employees subject only to the approval by Members when such is specifically required. Such powers and duties of the Directors shall include, but shall not be limited to, the following:
Adopt budgets and make and collect assessments and special assessments from Members to defray the costs of the Corporation.
Use the proceeds of assessments in the exercise of its powers and duties.
Maintain, repair, replace and operate the property of the Corporation.
Enact amend rules and regulations concerning the transfer, use, appearance, and occupancy of the Units, and any of the Corporation property.
Reconstruct common areas or other improvements after casualty and further improvements of the property.
Approve or disapprove proposed transactions (sales and conveyances of Units) in the manner provided by the Occupancy Agreement and to charge a preset fee, not to exceed the maximum permissible by law, in connection with such approval.
To enforce by legal means the provisions of applicable laws and the Corporation documents, and to interpret said Corporation documents, as the final arbiter of their meaning.
Contract for management of the Corporation and to delegate to the management agent or manager any powers and duties except those things which may not be delegated under the Corporation Documents or applicable law.
Carry insurance for the protection of the Members and the Corporation.
Pay the cost of all utility services rendered to the Corporation and not billed to Members of individual Units.
Employ personnel for reasonable compensation and grant them such duties as seem appropriate for proper administration of the purposes of the Corporation.
Bring and defend suits, make and execute contracts, deeds, mortgages, notes, and other evidence of indebtedness, leases and other instruments by its officers and to purchase, own, lease, convey and encumber real and personal property. To grant easements and licenses over the Corporation property necessary or desirable for proper operation of the Corporation.
Indemnify, pursuant to Article VI, Section 8 hereof, any director, officer, committee member, employee or agent of the Corporation.
Section 3. Contracts for Products and Services. Three competitive bids shall be obtained and in writing for the purchase or lease of all products, equipment and services unless the products, equipment, and services are needed as the result of an emergency or the desired products, equipment, or services has only one source of supply. Contracts with employees of the corporation or for Professional services shall be in writing but may not be obtained by competitive bids. All contracts that require payment exceeding five thousand dollars ($5000.00) in a calendar year shall be voted on by the Board of Directors and be reviewed by the counsel for the corporation prior to execution.
Section 4. Capital Expenditure Authorization. The expenditure of the Corporation funds for capital projects in all instances require prior approval by the Board of Directors. Such approval shall be given at a regularly constituted meeting of the Board except in case of an emergency when Board members may participate by telephone or conference call. In such event, approval shall be confirmed and recorded at the next regularly constituted meeting of the Board of Directors. However, in an emergency the Building Manager may, at his discretion, spend up to One Thousand and 00/100 Dollars ($1,000.00), or such other amount as the Board of Directors may decree from time to time for needs related to the maintenance of the Corporation.
Section 5. Fines. The Directors may, pursuant to Florida Statutes 719, impose fines against a Unit not to exceed the maximum permissible by law, for failure to comply with the provisions of the Corporation documents, including the rules and regulations, by Members, occupants, licensees, family members and guests. A fine may be imposed for each day of continuing violation with a single notice and opportunity for hearing, provided that no fine shall in the aggregate exceed $1000.00 or such maximum amount as is permissible by law.
The party against whom the fine is sought to be levied shall be afforded an opportunity for hearing after reasonable notice of not less than ten (10) days and said notice shall include:
A statement of the date, time and place of the hearing;
A statement of the provisions of the Occupancy Agreement, Articles of Incorporation, Bylaws, or Rules WE Live By which have allegedly been violated;
A short and plain statement of the matters asserted by the Corporation.
The party against whom the fine may be levied shall have an opportunity to respond, to present evidence and to provide written and oral argument on all issues involved and shall have an opportunity at the hearing to review, challenge and respond to any material considered by the Corporation. The hearing shall be held before a Committee of other Members. If the Committee does not agree with the fine, the fine may not be levied. Should the Corporation be required to initiate legal proceedings to collect a duly levied fine, the prevailing party in an action to collect said fine shall be entitled to an award of costs, and a reasonable attorney’s fee incurred before trial, at trial, and on appeal.
Section 6. Committees. The President may establish Committees and designate the chairpersons of such Committees from among the membership as deemed appropriate to assist in the conduct of the affairs of the Corporation. All Committees and Committee members shall serve at the pleasure of the Board. Meetings between the Board, and designated legal counsel to address any matter involving attorney-client privileged communication shall not be open to the membership. Committees may meet and conduct their affairs in private without prior notice or Member participation, if
The Board has determined that it is in the best interests of the Corporation to do so, and
Such meetings and activities are lawful.
Section 7. Hurricane Shutters and Windows. The Board of Directors shall adopt hurricane shutter and window specifications for the Corporation including color, style, and other factors deemed relevant by the Board. All specifications adopted by the Board shall comply with the applicable building code.
Section 8. Parking. The Board of Directors shall assign general common element parking spaces; both covered and uncovered, and may regulate the use and transfer of space. Covered parking spaces are subject to the payment of a monthly fee.
Section 9. Storage. The Board of Directors may assign at no charge space in the common areas for the storage of bicycles and for assigned storage lockers.
Section 10. Election and Term of Office. Three (3) Directors shall be elected each year at the annual meeting to serve for a term of three (3) years. Directors shall hold office until their successors have been elected and the organizational meeting of the newly elected Board of Directors has been held. A minimum of one (1) year off the Board is required before a retiring Board Member may be considered for re-election after serving his own full term.
Section 11. Vacancies. Vacancies on the Board of Directors caused by any reason other than the removal of a Director by a vote of the membership shall, if the vacancy or vacancies are within six months of a prior election of officers to the Board, be filled by the person or persons with the next highest vote counts in that election. Each person so appointed to the board shall serve until a successor is elected by the members at the next annual meeting. Vacancies occurring after six months of a prior election may be filled by vote of the remaining Directors, even though they may constitute less than a quorum and shall serve until a successor is elected by the members at the next annual meeting.
Section 12. Removal of Directors. At any regular or special meeting duly called, any one or more of the Directors may be removed with or without cause by a vote of the majority of the entire membership of record, and a successor may then and there be elected to fill the vacancy thus created. Any Director whose removal has been proposed by the members shall be given an opportunity to be heard at the meeting.
Section 13. Compensation. No compensation or remuneration shall be paid for services as Directors. No remuneration shall be paid to a Director for services performed by him for the Corporation in any other capacity, unless a resolution authorizing such remuneration shall have been unanimously adopted by the Board of Directors before the services are undertaken. A Director may not be an employee of the Corporation.
Section 14. Organization Meeting. The first meeting of the newly elected Board of Directors shall be held within ten (10) days of election at such place as shall be fixed by the Directors at the meeting at which such Directors were elected, and no notice shall be necessary to the newly elected Directors in order to legally constitute such meeting, providing a majority of the whole Board shall be present.
Section 15. Regular Meetings. Regular meetings of the Board of Directors maybe held at such time and place as shall be determined by the majority of the Directors, but at least two (2) such meetings shall be held during each fiscal year. Notice of regular meetings of the Board of Directors shall be given to each Director, personally or by mail, telephone or telefax, at least three (3) days prior to the day named for such meeting.
Florida Statutes provide that all Board of Directors meetings shall be open to all members and notices of meetings shall be posted conspicuously forty-eight (48) hours in advance, except in the case of emergency. The right to attend such meetings shall include the right to speak at such meetings with reference to all designated agenda items. However, reasonable rules governing the frequency, duration and manner of member statements shall be applied. A member may tape record or videotape meetings of the Board of Directors subject to reasonable rules.
A fourteen (14) day notice is required before any Board meeting at which amendment to rules or assessment of special charges is to be considered. Evidence of compliance with this notice period shall be made by an affidavit executed by the person providing the notice and filed in the official records of the Corporation.
Section 16. Special Meetings. Special meetings of the Board of Directors shall be called by the President or Secretary upon the written request of a least three (3) Directors. Notice of the special meeting shall be delivered to each Director by hand, mail, telephone or telefax not less than three (3) days prior to the meeting stating the time, place and purpose of the meeting.
Section 17. Quorum. At all meetings of the Board of Directors, a majority of the Directors shall constitute a quorum for the transaction of business, and the acts of the majority of Directors present at a meeting at which a quorum is present shall be the acts of the Board of Directors. If at any meeting of the Board of Directors there is less than the required quorum, the majority of those present may adjourn the meeting to another date or time. Any business scheduled to be transacted at the original meeting may be transacted, without further notice, at the rescheduled meeting.
Section 1. Designation. The principal officers of the Corporation shall be President, a Vice President, a Secretary and a Treasurer, all of whom shall be elected by and from the Board of Directors. The Directors may appoint an Assistant Treasurer, an Assistant Secretary and such other officers as in their judgment may be necessary.
Section 2. Election of Officers. The officers of the Corporation shall be elected annually by the Board of Directors at the organization meeting of each new Board and shall hold office at the pleasure of the Board.
Section 3. Removal of Officers. Upon an affirmative vote of the majority of the members of the Board of Directors, any officer may be removed, either with or without cause, and a successor elected at any regular meeting of the Board of Directors or at any special meeting of the Board called for such purpose.
Section 4. President. The President shall be the chief executive officer of the Corporation and shall preside at all meetings of the members and of the Board of Directors. The President shall have all of the general powers and duties, which are usually vested in the office of the President of a Corporation. The President may attend committee meetings on an ex officio basis. However, only the Board of Directors has the authority to overrule or amend recommendations submitted by a committee.
Section 5. Vice President. The Vice President shall take the place of the President and perform all presidential duties whenever the president shall be absent or unable to act. If neither the President nor the Vice President is able to act, the Board of Directors shall appoint some other member of the Board to do so on an interim basis. The Vice President shall also perform such other duties as shall from time to time be imposed upon him by the Board of Directors.
Section 6. Secretary. The Secretary shall keep the minutes of all meetings of the Board of Directors and the minutes of all meetings of the members of the Corporation; have the custody of the seal of the Corporation; have charge of the stock transfer books and of such other books and papers as the Board of Directors may direct, and in general, perform all the duties incident to the office of Secretary.
Section 7. Treasurer. The Treasurer shall have responsibility for corporate funds and securities and shall be responsible for keeping full and accurate accounts of all receipts and disbursements in books belonging to the Corporation. The Treasurer shall be responsible for the deposit of all monies and other valuable effects in the name and to the credit of the Corporation in such depositories as may from time to time be designated by the Board of Directors.
Section 8. Indemnification. This Corporation may indemnify any director, officer, committee member, employee or agent of the Corporation to the fullest extent permitted by law.
Section 1. Authorized Membership. The authorized capital stock of the Corporation shall be as stated in the Articles of Incorporation.
Section 2. Stock Certificates. Each stock certificate shall state that the Corporation is organized under the laws of the State of Florida, the name of the registered holder of the membership represented thereby, the corporation lien rights as against such membership as set forth in Section 5 of this Article, and the preferences and restrictions applicable thereto, and shall be in such form as shall be approved by the Board of Directors. Membership certificates shall be consecutively numbered, bound in one or more books, and shall be issued there from upon certification as to full payment. Each stock certificate shall be signed by the President or Vice President and the Secretary or Treasurer, and shall be sealed with the corporate seal.
Section 3. Lost Certificates. The Board of Directors may direct a new certificate or certificates to be issued by the Corporation to replace the certificate or certificates that are alleged to have been destroyed or lost upon receipt of an affidavit by the person claiming the share certificate to be lost or destroyed. When authorizing such issuance of a new certificate or certificates, the Board of Directors may, at its discretion and as a condition precedent to the issuance thereof, require the registered stockholder of such lost or destroyed certificate or certificates or his legal representative to advertise the same in such manner as the Board of Directors shall require and to give the Corporation a bond in such sum as the Board of Directors may require as indemnity against any claim that may be make against the Corporation.
Section 4. Transfer of Membership. No transfer of membership shall be made upon the books of the Corporation within ten (10) days preceding the annual meeting of the members.
Section 5. Lien. The Corporation shall have a lien on any Unit or Corporation membership in order to secure payment of any sum which shall be due or become due from member stockholders for any reason whatsoever, including any sums due under any Occupancy Agreement.
These Bylaws may be amended by the affirmative approval of at least two-thirds of the members present and voting by proxy or limited proxy at any duly called regular or special meeting where a quorum is present. Amendments may be proposed by the Board of Directors or by petition signed by at least twenty percent (20%) of the members. A statement of any proposed amendment shall accompany the notice of any regular or special meeting at which such proposed amendment shall be voted upon.
The Board of Directors shall provide a suitable corporate seal containing the name of the Corporation, which seal shall be in the custody of the Secretary. If so directed by the Board of Directors, a duplicate of the seal may be kept and used by the Treasurer or any Assistant Secretary or Assistant Treasurer.
Section 1. Fiscal Year. The fiscal year of the Corporation shall be the calendar year. The commencement date of the fiscal year herein established shall be subject to change by the Board of Directors should corporate practice subsequently dictate.
Section 2. Books and Accounts. Books and accounts of the Corporation shall be kept under the direction of the Treasurer of the Corporation and in accordance with Uniform System of Accounting, prescribed in Chapter 7 of the Florida Administrative Code.
Section 3. Budget. A proposed annual budget of common expenses shall be prepared by the Board of Directors. The budget shall include all anticipated expenses for operation, maintenance and administration of the Corporation and reserves per Florida Statutes 719 or as amended. The Board may elect to submit the question of waiving the annual funding of statutory reserves to a Member vote at the annual meeting or a special meeting of the members, in which case, such waiver may be retroactive to the beginning of the fiscal year. Reserves and operating funds may be commingled for investment purposes. If at any time a budget shall prove insufficient, it may be amended by the Board of Directors for the remaining portion of the fiscal year, provided that notice of the Board meeting at which the revised budget will be considered along with a copy of the proposed revisions to the budget shall be hand delivered or mailed to each member as provided in this Article.
Section 4. Mailing. A copy of the proposed annual budget shall be hand delivered or mailed to the Members not less than fourteen (14) days prior to the meeting of the Directors at which the budget will be adopted together with a notice of the meeting. Evidence of compliance with this notice period shall be made by an affidavit executed by the person providing the notice and filed in the official records of the Corporation.
Section 5. Assessments. The Members’ share of the common expenses may be made payable in installments due monthly or quarterly (as determined by the Board) in advance and shall become due on the first day of each such period and which shall become delinquent five (5) days thereafter. The Corporation shall have the right to accelerate assessments of a Member delinquent in the payment of common expenses. Accelerated assessments shall be due and payable on the date a claim of lien is filed and may include the amounts due for the remainder of the fiscal year for which the claim of lien was filed.
Section 6. Special Assessments. Assessments for common expenses which are not provided for and funded in the Budget or an amendment to the Budget may be made by the Board of Directors, and the time of payment shall likewise be determined by them. Notice of the Board meeting at which such assessments shall be considered shall be posted and hand delivered or mailed to each Member as provided herein. The funds collected pursuant to a special assessment shall be used only for the specific purpose or purposes set forth in such notice. However, upon completion of suh specific purpose or purposes, any excess funds will be considered common surplus, and may, at the discretion of the Board, either be returned to the Members or applied as a credit towards future assessments.
Section 7. Assessment Register. The assessments for common expenses and charges shall be st forth upon a register of the Units which shall be available for inspection at all reasonable time byu Members. Such register shall indicate for each Unit the name and address of the Member, and the assessments and charges paid and unpaid.
Section 8. Liability for Assessments and Charges. A Member shall be liable for all assessments and charges coming due while the Owner of a Unit, and such Owner and Owner’s grantees after a voluntary conveyance, assignment or transfer shall be jointly and severally liable for all unpaid assessments and charges due and payable up to the time of such voluntary conveyance. Liability may not be avoided by waiver of the use or enjoyment of any common elements or Corporation property or by abandonment of the Unit for which the assessments are made. Where an institutional mortgagee holding a first mortgage of record obtains title to a Unit by foreclosure, such mortgagee and its successors and assigns shall only be liable for such Unit’s assessments, charges or share of the common expenses which became due prior to acquisition of title as provided in the Florida Cooperative Act, as amended from time to time.
Section 9. Liens for Assessments. The unpaid portion of an assessment including an accelerated assessment which is due, together with all expenses, costs, interest, late fees and reasonable attorney’s fees for collection, including appeals, shall be secured by a lien upon the Unit and all appurtenances thereto when a notice claiming the lien has been recorded by the Corporation in accordance with the requirements of Florida Statute 719 or as amended from time to time.
Section 10. Lien for Charges. Unpaid charges, which are due together with costs, interest, late fees, and reasonable attorney’s fees including appeal, for collection, shall be secured by a common law lien upon the Unit and all appurtenances thereto when a notice claiming the lien has been recorded by the Corporation.
Section 11. Late Fee. If payment is delayed by more than five (5) business days after the due date, the Corporation may charge a late fee in an amount not to exceed the greater of $25.00 or the maximum late fee permissible by law.
Section 12. Collection – Suit. The Corporation, at its option, may enforce collection of delinquent assessments or charges by suit at law, by foreclosure of the lien securing the assessments or charges, or by any other remedy available under the laws of the State of Florida, and in any event the Corporation shall be entitled to recover the payments which are delinquent a the time of collection, judgment or decree and all costs incident to the collection and the proceedings, including reasonable attorney’s fees, including appeals. The Corporation must deliver or mail by certified mail to the Member a written notice of its intention to foreclose the lien as provided by law.
Section 13. Corporation Despository. The depository of the Corporation shall be a bank or banks or state or federal savings and loan associations and shall be invested in funds designated from time to time by the Board of Directors and permitted by law. Withdrawal of monies from such accounts shall be only by checks signed by such persons as are authorized by the Board of Directors. The Board shall require two (2) signatures on checks.
Section 14. Commingling of Funds Prohibited. All funds shall be maintained separately in the Corporation’s name. No manager or business entity and no agent, employee, officer, or Director of the Corporation shall commingle any Corporation funds with his funds or with the funds of any other corporation.
Section 15. Auditing. At the closing of each fiscal year, the books and records of the Corporation shall be audited by a Certified Public Accountant whose report will be prepared and certified in accordance with generally accepted accounting principles. Based on such reports, the Corporation will furnish its members with a statement of the income and disbursement of the Corporation for each fiscal year.
Section 16. Fidelity Bonding. The Corporation shall obtain and maintain adequate fidelity bonding in the minimum principal sum set forth in Florida Statute 719, and as the same is amended from time to time, for each person (whether or not a Director) who controls or disburses Corporation funds. The Corporation shall bear the cost of bonding.
Section 17. Inspection of Corporate Records. Financial reports, the membership records of the Corporation and minutes of meetings of the members and of the Board of Directors shall be available in the principal office of the Corporation for inspection at reasonable times by any member. All meeting minutes and financial reports shall be retained for a period of not less than seven (7) years. Ballots, sign-in sheets, voting proxies, and all other papers relating to voting by Members shall be retained for a period of one (1) year after the date of the election, vote or meeting to which the document relates.
Section 18. Execution of Corporate Documents. With the prior authorization of the Board of Directors, all notes and major contracts, including Occupancy Agreements, shall be executed on behalf of the Corporation by either the President, Vice President or other officer of the Corporation and all other contracts and checks shall be executed on behalf of the Corporation by any two (2) of the Board Members or by any Board member and one (1) person approved by the Board.
Section 19. Committee Fundraising. A Committee appointed by the President may, with the approval of the Board of Directors, conduct voluntary fundraising for designated social activities or enrichment from member stockholders and, where appropriate, from other sources. However, the Committee shall use such funds solely to carry out its terms of reference, as determined by the President and approved by the Board of Directors. The Committee shall provide to the membership at each Annual Meeting of the Corporation a full accounting of the funds raised and how they were spent.
APPORTIONMENT OF INTEREST DEDUCTIONS ALLOWABLE TO STOCKHOLDERS BY INTERNAL REVENUE SERVICE
To the extent that the Internal Revenue Service may allow, stockholders of the Corporation may deduct the interest paid by the Corporation when determining their taxable incomes. The total amount of such interest paid by the Corporation shall be allocated and divided among the stockholders in accordance with applicable rule and regulations of the Internal Revenue Service.
It is the responsibility of the Board of Directors to provide for prudent management of the risks associated with all the common elements and components of the Corporation’s property as well as those associated with the operation and actions of the Corporation. It is a member’s responsibility to carry insurance covering personal property in his apartment or elsewhere on the premises as well as the related liability risks. Those related risks include possible assessments for the expenses incurred by the Corporation to cover deductibles and those costs beyond insurance reimbursements.
The Corporate Stock or Occupancy Agreement of a stockholder appurtenant to an apartment may be pledged, mortgaged, collaterally assigned, given as security or hypothecated in connection with the financing of an apartment for purposes of acquisition or refinancing provided said financing complies with the following requirements of the Corporation.
The amount of any such financing shall not exceed seventy (70%) percent of the value of the apartment as determined by a state licensed appraiser.
- The borrower must qualify for said financing by meeting a credit profile consistent with the two highest credit ratings as determined by the lending institution under criteria established by the Federal National Mortgage Association.
The lender shall recognize and acknowledge in writing that the lien of the Corporation shall be superior to and take precedence over any lien of the lender. Said lien of the Corporation shall secure payment of nay sums due and owing from the shareholder as same may be required under the Corporate Bylaws, Occupancy Agreement or any rules and regulations of the Corporation.
A Purchase seeking to finance an apartment shall be screened and approved by the Corporation prior to the submission of a loan application.
A current Member seeing to mortgage or refinance an apartment shall comply with all applicable requirements set forth in this Article.
In the event of default and subsequent foreclosure of any mortgage financing under this section, the Corporation shall have the first right to acquire said corporate stock appurtenant to an apartment, within (30) days, at not less than fair market value.
Financing under this Article may only be provided by a state or federally chartered financial institution.
Adopted and approved on behalf of the Corporation this 15th day of January 2010.
Galt Mile Apartments Inc.
a Florida Corporation
By: Anthony Grosso – President
January 15, 2010
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