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THIS IS NOT AN OFFICIAL COPY OF THE BY LAWS!! We have made every effort to produce an accurate copy, but if you need an official copy, you must obtain it from the Office of the County Clerk!
BY-LAWS OF FOX TRAIL PROPERTY OWNERS' ASSOCIATION, INC.
ARTICLE I
Section 1. The name of this corporation is FOX TRAIL PROPERTY OWNERS' ASSOCIATION, INC. Section 2. The principal place of business of the corporation is located at 2000 South Congress Ave., Delray Beach, Florida.
ARTICLE II PURPOSE
Section 1. This corporation has been organized as a non-profit corporation pursuant to the provisions of Chapter 617, Florida Statutes, for the purpose of operating and managing a property owners' association in Palm Beach County, Florida, upon property described in the Articles of Incorporation of the corporation for the purposes stated in the Articles of Incorporation.
Section 2. FOX TRAIL PROPERTY OWNERS' ASSOCIATION, was duly incorporated in the office of the Secretary on of the State of Florida on the 3rd day of December, 1975.
ARTICLE III
Section 1. The qualification of members, the manner of their admission and voting by members shall be as follows:
The members of the corporation shall be: (a) the Developer who is Fox Trail, Inc., its successors or assigns; and (b) any and all owners of lots, or other fee interests in the Property subject to that certain Declaration of Covenants and Restrictions for Fox Trail recorded in the Public Records of Palm Beach County, Florida, in Official Record Book 2483, Page 1886
Section 2. The directors of the corporation may, after affording the member the opportunity to be heard, suspend any person from membership in the corporation during any period of time when there exists a violation of any of the provisions of the Declaration of Covenants and Restrictions (including, but not limited to, the failure to make any payment to the corporation when due and payable under the terms thereof) with respect to the person and the property he owns.
Section 3. No other person or legal entity shall be a member of the corporation or vote in its affairs.
ARTICLE IV MEMBERS VOTING RIGHTS
Section 1. Each member of the corporation shall have one vote for each lot, or other fee interest which he owns. When any such lot, or other fee interest is owned of record in joint tenancy or tenancy in common or in any other manner of joint or common ownership, the owners of the same shall collectively be entitled to only that number of votes which one person would be entitled were he the owner. Such vote shall be exercised only by the unanimous action or consent of the owners of record of the lot, or other fee interest in question.
ARTICLE V
Section 1. The annual meeting of the members shall be held at 7:00 p.m., Eastern Standard Time, on the second Monday in April of each year at the principal office of the corporation or at such other place as may be set forth in the notice of said meeting, in Palm Beach County, Florida. If the date fixed. for the annual meeting shall be a legal holiday in the place where the meeting is to be held, said meeting shall be held on the next succeeding business day thereafter. At such meeting the members shall elect directors to serve until the next annual meeting of the members or until their successors shall be duly elected and qualified and for such other business as may be authorized to be transacted by the members.
Section 2. Special meetings of the members are to be held at the same place as the annual meeting or such other place in Palm Beach County, Florida, as may be set forth in the notice of said meeting, and may be called at any time by the President, or in his absence, by the Vice President, or by a majority of the Board of Directors. It shall be the duty of the Directors, President or Vice President to call such a meeting whenever so requested by members holding thirty-three percent (33%) or more of the voting rights of the corporation after December 31, 1980.
Section 3. Notice of the time and place of all annual and special meetings shall be mailed by the President or Vice President or Secretary to each member not less than ten days prior to the date of said meeting, to the address of said member as it appears upon the books of the corporation. A certificate of the officer mailing said notice shall be prima facie proof that said notice was given and received.
Section 4. The President or in his absence, the Vice President, shall preside at all annual or special meetings of the membership.
Section 5. A quorum for members' meetings shall consist of persons entitled to cast fifty-one percent (51%) of the votes of the entire membership. In the event that a quorum is not present, the members present at any meeting, though less than a quorum, may adjourn the meeting to a future date.
The execution by any member of a copy of the minutes shall constitute the presence of such member for the purpose of determining a quorum and for the further purpose of validating all of the actions taken at such meeting.
Section 6. Votes may be cast in person or by proxy. All proxies shall be in writing and shall be filed with the Secretary and entered of record in the minutes of said meeting. No proxy shall be valid unless the same is executed by all members owning any interest in the individual lots or parcels. A proxy shall be only valid for the single meeting mentioned therein. No cumulative voting shall be allowed.
Section 7. Annual or special meetings of the members may be held at any time or place without notice with the written consent of all members.
Section 8. The Secretary of the corporation may require of any member a written statement designating the person who shall be authorized to cast the vote allocated to any individual lots, condominium parcels or other fee interests. Such certificate shall be valid until revoked by a subsequent certificate. Unless said certificate is filed with the Secretary of the corporation prior to the meeting in which said vote is to be cast, the vote of such owner shall not be considered for the purpose of determining a quorum or for any other purpose.
Section 9. The order of business at all meetings of the members of the corporation where applicable shall be as follows:
a. Election of chairman of the meeting. b. Call of the roll and certifying of proxies. c. Proof of notice of meeting or waiver of notice. d. Reading or waiver of reading of any unapproved minutes. e. Reports of officers. f. Reports of committees. g. Election of inspectors of election. h. Election of directors. i. Unfinished business. j. New business. k. Adjournment.
Section 10. PROVISO. Provided, however, that until, December 31, 1980, or until Fox Trail, Inc., or its successors or assigns, elects to terminate its control of the corporation, or until the Developer has sold 70% of the lots shown on the plat of "Fox Trail," whichever first occurs, there shall be no meeting of the members of the corporation, unless a meeting is called by the Board of Directors of the corporation, and should a meeting be called, the proceedings shall have no effect unless approved by the Board of Directors of the corporation.
ARTICLE VI DIRECTORS
Section 1. The business affairs of the corporation shall be managed by a Board of Directors who shall be elected by the members. Said Board of Directors shall consist of not less than five persons nor more than ten. The exact number of directors is to be set at the annual meeting.
Provided, however, that until December 31, 1980, or until Fox Trail, Inc. elects to terminate its control of the corporation, or until the Developer has sold 70% of the lots shown on the plat of "Fox Trail," whichever shall first occur, all directors shall be designated by Fox Trail, Inc. and need not be owners of the parcels or lots in those areas of Palm Desch County, Florida, described in the Articles of Incorporation and may not be removed by members of the corporation, as elsewhere provided herein. However, at such earlier date as there are at least twenty individual members of this corporation, Fox Trail, Inc. shall appoint one or more of such individual unit owners to the Board of Directors. After December 31, 1980, or when Fox Trail, Inc. elects to terminate its control of the corporation, or when the Developer has sold 70% of the lots on "Fox Trail," whichever shall first occur, it shall be necessary for a member of the Board of Directors to be a member or a lawful representative or a member of the corporation.
Section 2. The original members of the board of Director shall be those persons set forth in the Articles of Incorporation who shall hold office until December 31, 1980, or when Fox Trail, Inc. elects to terminate its control of the corporation, or when the Developer has sold 70% of the lots on "Fox Trail,' whichever shall first occur, the directors shall annually be elected by the members at said annual meeting, and such directors shall serve until the next annual meeting or until their successors are duly elected and qualified, or until they are removed in the manner elsewhere provided.
Section 3. In the event of a vacancy occurring in the Board of Directors for any reason whatsoever, prior to December 31, 1980, or prior to the time that Fox Trail, Inc. elects to terminate its control of the corporation, or prior to when the Developer has sold 70% of the lots on 'Fox Trail," whichever shall first occur, the remaining directors shall elect a person of legal age to serve as a director for the unexpired portion of the term of the former director. In the event of a vacancy occurring in the Board of Directors for any reason whatsoever after December 31, 1980, or after Fox Trail, Inc. elects to terminate its control of the corporation, or the Developer has sold 70% of the lots on “Fox Trail," whichever shall first occur, the remaining directors shall elect one of the members to serve as a director for the unexpired portion of the term of the former director.
Section 4. After December 31, 1980, or after Fox Trail, Inc. has elected to terminate its control of the corporation or when the Developer has sold 70%: of the lots on "Fox Trail" whichever shall first occur, a director may be removed from office with or without cause by a vote of the majority of all members at any regular or special meeting duly called. At said meeting 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 5. No compensation shall be paid to Directors for their services as Directors. Compensation may be paid to a Director in his or her capacity as an officer or employee or for other services rendered to the corporation outside of his or her duties as a Director. In this, case, however, said compensation must be approved in advance by the Board of Directors and the Directors to receive said compensation shall not be permitted to vote on said compensation. The Directors shall have the right to set and pay all salaries or compensation to be paid to officers, employees or agents or attorneys for services rendered to the corporation.
Section 6. The first meeting of a 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 7. 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 Board of Directors. Notice of regular meetings of the Board of Directors shall be given to each Director, personally or by mail, telephone or telegraph, at least five (5) days prior to the day named for such meeting.
The Directors may establish a schedule of regular meetings and no notice shall be required to be sent to said Directors of said regular meetings, once said schedule has been adopted and published.
Section 8. Special meetings of the Board of Directors may be called by the President on five (5) days' notice to each Director, given personally or by mail, telephone or telegraph, which notice shall state the time, place and purpose of the meeting. Special meetings of the Board of Directors shall be called by the President or Secretary in like manner and on like notice on the written request of the majority of the Board of Directors.
Section 9. Before, at, or after any meeting of the Board of Directors, said Directors may, in writing, waive notice of said meeting and such waiver shall be deemed equivalent to the giving of such notice. Attendance by a Director at any meeting on the Board shall be a waiver of notice by him of the time and place thereof. If all the Directors are present at any meeting of the Board, no notice shall be required and any business may be transacted at such meeting.
Section 10. At all meetings of the Board of Directors, a majority of the Board of Directors shall constitute a quorum for transaction of business, and the acts of the majority of the 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 be less than a quorum present, the majority of those present shall be able to adjourn the meeting from time to time. At any such adjourned meeting, any business which might have been transacted at the meeting, as originally called may be transacted without further notice. The President of the Corporation shall act as Chairman of the Board of Directors and he shall be entitled to vote as a member of the Board of Directors on all questions arising before the Board of Directors.
Section 11. The Board of Directors shall have all the powers vested under common law and pursuant to the provisions of Chapter 617, Florida Statutes, together with any powers granted to it pursuant to the terms of the Articles of Incorporation of the corporation and any plat, conveyances, declarations of condominium, and/or declarations of covenants and restrictions filed by Fox Trail, Inc., its agents, successors or assigns. Such powers shall include but not be limited to the following:
a. Manage and operate Fox Trail Property Owners' Association, Inc., and its interests.
b. Make and collect assessments from members for the purpose of operating and maintaining the corporation property and interests or properties not owned by it but which are the Corporation's maintenance responsibility.
c. Maintain improve, repair and replace the corporation' property and interests or property which is the Corporation's responsibility to maintain.
d. Hire and dismiss any personnel to maintain and operate the corporation property and its interests.
e. Make and amend regulations respecting the use of the property of the corporation.
f. Carry and pay the premium for such insurance as may be required for the protection of members of the corporation against any casualty or any liability to third persons. g. Employ a management agent at a compensation established by the Board of Directors and to delegate such management agent such powers and duties as the Board shall authorize except those as are specifically required to be exercised by the Board of Directors or the membership.
h. Enforce by legal means the provisions of the Articles of Incorporation, the regulations for the use of the property owned by the corporation and to enforce declarations of covenants and restrictions giving such power to the corporation.
i. Pay any taxes or special assessments on any lands acquired by the corporation through the enforcement of any lien held by the corporation against said land.
ARTICLE VII OFFICERS
Section 1. The principal officers of the corporation shall be a 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 and an assistant secretary and such other officers as in their judgment may be necessary. The office of the Secretary and Treasurer may be filled by the same person.
Section 2. The officers of the corporation shall be elected annually by the Board of Directors at the annual meeting, of each new Board and shall hold office until the next annual meeting of the Board of Directors or until their successors shall be duly elected and qualified except as hereinabove provided.
Section 3. By 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 his 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. The President shall be the chief executive officer of the corporation. He shall preside at all meetings of the corporation and of the Board of Directors. He shall have all of the general powers and duties which are usually vested in the office of President of a corporation, including, but not limited to, the power of appointing committees among the members from time to time as he may deem appropriate to assist in the conduct of the affairs of the corporation.
Section 5. The Vice President shall perform all the duties of the President in his absence and such other duties as may be required of him from time to time by the Board of Directors.
Section 6. The Secretary shall issue notices of all Board of Directors' meetings and meetings of the membership and shall attend and keep minutes of the same; he shall have charge of all corporate books, records and papers; he shall be custodian of the corporate seal; he shall attest with his signature and press of the corporation seal all contracts or other documents required to be signed on behalf of the corporation and shall perform all other such duties as are incident to his office. The duties of the assistant secretary shall be the same as those of the Secretary in the absence of the Secretary.
Section 7. The Treasurer shall have the responsibility for corporation funds and securities and shall be responsible for keeping full and accurate accounts of all receipts and disbursements in books belonging to the corporation. He 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. The duties of the Assistant Treasurer shall be the same as those of the Treasurer in the absence of the Treasurer.
Section 8. Any vacancy in the office of President, Vice President, Treasurer, Assistant Treasurer, Secretary or Assistant Secretary, or any other officer, may be filled by the Board of Directors who may elect a successor to the vacant office at any regular or special meeting, which successor shall hold office for the balance of the unexpired term.
ARTICLE VIII FINANCE
Section 1. The funds of the corporation shall be deposited in such banks or depositories as may be determined by the Board of Directors from time to time, upon resolutions approved by the Board of Directors, and shall be withdrawn only upon checks and demands for monies signed by such officer or officers of the corporation as may be designated by the Board of Directors.
Section 2. The fiscal year of the corporation shall begin on the first day of January of each year; provided, however, that the Board of Directors is expressly authorized to change to a different fiscal year in accordance with the provisions and regulations from time to time prescribed by the Internal Revenue Code of the United States of America, at such time as the Board of Directors deem advisable.
Section 3. An audit of the accounts of the corporation shall be made annually and a copy of the report shall be furnished to each member not later than June 1st. of the year following the year for which the report is made.
Section 4. The Board of Directors of the corporation shall maintain an assessment roll in a set of accounting books in which there shall be an account for each lot, parcel or ownership interest. Each account shall designate the name and address of the owner or owners, the amount of each assessment against the owners, the dates and amounts in which the assessments become due, the amounts paid upon the account, and the balance due upon the assessments.
Section 5. The Board of Directors shall adopt a budget each year for the following calendar or fiscal year which shall contain estimates of the cost of operating and maintaining the corporation, including the following items:
a. General expenses to be incurred in connection with the operation of the properties owned by the corporation.
b. A breakdown showing the proposed assessment against each owner for the above expenses.
Copies of the proposed budget and assessment shall be transmitted to each member on or before thirty days preceding the beginning of the year for which the budget is made. If the budget is substantially amended before the assessments are made, copies of the amended budget shall be furnished to each member concerned.
Section 6. The Board of Directors may require that a fidelity bond be obtained for all officers and employees of the corporation handling or responsible for corporation funds. The amount of such bond shall be determined by the Board of Director and the premium on such bond shall be paid by the corporation as an item of general expense.
Section 7. All assessments paid by members of the corporation for the maintenance and operation of the corporation property shall be utilized by the corporation for the purposes enumerated in the Articles of Incorporation.
ARTICLE IX AMENDMENTS
Section 1. These By-Laws may be amended at a duly constituted membership meeting for the purpose, provided, however, that no amendment shall take effect unless approved by members representing at least two-thirds of the total vote of the members of the Corporation.
Section 2. Notice of the subject matter of any proposed amendments shall be included in the notice of any meeting at which a proposed amendment is considered.
THE FOREGOING WERE DULY APPROVED AS THE BY-LAWS OF FOX TRAIL PROPERTY OWNERS' ASSOCIATION, INC., A FLORIDA CORPORATION NOT FOR PROFIT, AT THE FIRST MEETING OF THE BOARD OE. DIRECTORS. FOX TRAIL PROPERTY OWNERS’ ASSOCIATION, INC.
AMMENDMENT TO BYLAWS OF FOX TRAIL PROPERTY OWNERS' ASSOCIATION, INC.
KNOW ALL MEN BY THESE PRESENTS that:
WHEREAS, FOX TRAIL PROPERTY OWNERS’ ASSOCIATION, INC. is a Florida corporation not for profit, organized for the purpose of operating and managing a property owners’ association in Palm Beach County, Florida; and
WHEREAS, the Bylaws of FOX TRAIL PROPERTY OWNERS’ ASSOCIATION, INC. are recorded in Official Record Book 2483, pages 1890 through 1898, of the Public Records of Palm Beach County, Florida; and
WHEREAS, a Resolution amending said Bylaws was duly adopted at a meeting of the members of the Association on April 21, 1990, at which meeting the Resolution was voted on by at least two-thirds of the total vote of the members of the Association.
NOW, THEREORE, FOX TRAIL PROPERTY OWNERS’ ASSOCIATION, INC. does hereby, for itself and its successors and assigns, amend the Bylaws as follows:
1. Article V, Meetings of Members, Section 1, is amended to add the following:
Meetings of the members shall be held every three months in addition to the annual meeting, at the principal office of the corporation or at such other place in Palm Beach County, Florida, as may be set forth in the notice of said meeting. At such meeting, the business to be conducted shall be as stated in the notice of such meeting. IN WITNESS WHEREOF, the Association has caused this Amendment to Bylaws to be executed this 4th day of January, 1992.
FOX TRAIL PROPERTY OWNERS’ ASSOCIATION, INC.
By: M. J. St Clair, President
By: Nicola Anderson, Secretary
Signed in the presence of:
Bob Lines Barbara Snetiker |
