- TEMPORARY RESIDENCE
- ARTICLES OF INCORPORATION
- DECLARATION OF CONDOMINIUM
- FREQUENTLY ASKED QUESTIONS FORM
P ARK PLACE CONDOMINIUM ASSOCIATION REGULATIONS
1. Each unit is entitled to the use of one parking space only.
Boats cannot be parked in the parking lot without prior arrangement with management.
2. Grills cannot be used on the patios.
3. All assessments must be paid within 14 days of the notice of assessment.
After 14 days, the assessment accrues interest at a rate of 18% annual interest.
After 30 days, an unpaid assessment will be turned over to an attorney to be filed as a lien on the unit.
Any legal or other fees incurred by the association will be added to the assessment.
The officers of the Park Place Condominium Association hereby certify that the following amendment to the Declaration of Condominium was duly adopted by the members
at the annual meeting of the Association on February 9, 2002.
(S) "Temporary residence" shall mean not more than 120 days occupancy in any
12 month period and no more than 90 days continuous occupancy in any 12 month
period for any owner or owner's guest(s). Special exceptions may be made by the Board.
ARTICLES OF INCORPORATION
PARK PLACE OF CEDAR KEY CONDOMINIUM ASSOCIATION, INC.
(A Corporation Not for Profit)
We, the undersigned associate ourselves for the purpose of forming a corporation, not for profit, pursuant to the provisions of Chapter 617 of the Florida Statutes:
The name of' the corporation shall be: PARK PLACE OF CEDAR KEY CONDOMINIUM ASSOCIATION, INC., (hereinafter referred to as "Association").
The purpose of the Association shall be to serve as an entity pursuant to Chapter 718 of the Florida Statutes hereinafter referred to as the "Condominium Act", to administer the operation and management of a condominium known as PARK PLACE OF CEDAR KEY (hereinafter referred to as the "Condominium"), to be developed by Great Promotions, Inc., (hereinafter referred to as the Developer") as the same may now or hereafter be constituted, and to undertake the performance of, and to carry out the acts and duties incident to the administration of the operation and management or ,aid condominium In accordance with the terms, provisions and authorizations outlined herein and in the Declaration of Condominium of Park Place of Cedar, Key, to be recorded among the Public Records of L.evy County, Florida; and to own, operate, lease, sell, trade and otherwise deal with such property, whether real or personal, as may be necessary or convenient in the administration of said condominium.
O.R. 235 page 519
EXHIBIT B page 1 of 11 pages
The Association shall be operated as a non-profit organization for the benefit of its members, and the Association shall
make no distribution of income to its members, directors or officers.
The Association shall have the following powers:
1. The Association shall have all of the common law and statutory powers of a corpor4tion not for profit which are not in conflict with ,the terms of these Articles, the said Declaration of Condominium, the By-Laws or the Condominium Act.
2. The Association shall have All of the powers of a Condominium Association under and pursuant to the Condominium Act and shall have all of the powers reasonably necessary to implement the purposes of the, Association, including, but not limited to the following:
(a) To make, establish and enforce reasonable rules and regulations governing the use of condominium units, common elements, limited common elements, and condominium property as said terms may be defined in the Declaration of Condominium.
(b) To levy and collect assessments against members of the Association, to defray the common costs, expenses and losses of the condominium and to use and expend the proceeds of assessments in the exercise of the powers and duties of the Association as may be provided in the Declaration of Condominium and in the Bylaws of the Association which maybe hereafter adopted, including but not limited to the right to levy and collect assessments, for the purpose of acquiring, operating, leasing, managing and, otherwise trading and dealing with property, whether real or personal, including units in said condominium.
(c) To maintain, repair, replace and operate the condominium property; including the right to reconstruct improvements on the condominium property after casualty or other loss, and to make further improvements to the property.
O.R. 235 page 520
EXHIBIT B page 2 of 11 pages
(d) To purchase insurance upon the condominium property and insurance for the protection of the Association and its members, as unit owners, and disburse insurance proceeds pursuant to " the provisions of the Declaration of Condominium and By-Laws.
(e) To enforce the provisions of the Declaration of Condominium, these Articles, the By-L.aws of the Association and the rules and regulations governing the use of said condominium as may be hereafter established.
(f) To contract for the maintenance and management of the condominium property and to delegate to such contractors all power, and duties of the Association, except those which may be required by the Declaration of Condominium to have approval of the Board of Directors or the members of the Association.
(g) To enter into agreements, to acquire leaseholds, membership or other possessory or use interests, in land or facilities, intended to provide for the enjoyment, recreation or other use or benefit of the members of the Association. I .
(h) To acquire by purchase or otherwise, condominium parcels or units of the condominium, subject nevertheless to the provisions of the Declaration of Condominium or By-Laws relative thereto.
(i) To approve or disapprove the transfer, mortgage and ownership of units as may be provided by the Declaration of Condominium in and the By-Laws.
(j) To employ personnel to perform the services required for proper operation of the condominium.
(k) To buy, sell,1ease, mortgage or otherwise deal with any and all property, whether real or personal with any and all property, whether real or personal.
(1) To execute, undertake and accomplish all of. the rights, duties and obligations which may be granted to or imposed upon the Association pursuant to the Declaration of Condominium aforementioned.
O.R. 235 page 521
EXHIBIT B page 3 of 11 pages
(m) All funds and the titles to all property acquired by the Association, and their proceeds shall be held in trust for the members of the Association in accordance with the provisions of the Declaration of Condominium, these Articles of Incorporation and the Bylaws of the Association.
The qualifications of the members, the manner of their admission to membership and the termination of such membership and voting by members shall be as follows:
1. The record owners of all Units in said Condominium shall be members of the Association, and no other persons or entities shall be entitled to membership except as provided in Article IV, paragraph 5, hereof.
2. Membership shall be acquired by recording in the Public Records of Levy County, Florida, a deed or other instrument establishing of record fee simple title to a Unit in PARK PLACE OF CEDAR KEY, a Condominium, the owners designated by such instrument thus becoming a member of the Association, and the membership of the prior owner being thereby terminated, provided, however, that any party who owns more than one Unit shall remain a member of the Association so long as he shall retain title to or a fee ownership interest in any Unit; and further provided that such transfer or conveyance is done in compliance with the provisions of the Declaration of Condominium.
3. The interest of a member in the funds and assets of the Association cannot be assigned, hypothecated or transferred in any manner, except as an appurtenance to his Unit. The funds and assets of the Association shall belong solely to the Association subject to the limitation that the same be expended, held or used of the benefit of the membership and for the purpose authorized herein, in the Declaration of Condominium, and in the Bylaws which may hereafter be adopted.
O.R. 235 page 522
EXHIBIT B page 4 of 11 pages
4.On all matters on which the membership shall be entitled to vote, there shall be only one vote for each unit, notwithstanding the fact that the Unit is owned by more than one person, and such vote or votes may be exercised by the owner or owners of each Unit in such manner as may be provided in the Bylaws hereafter adopted by the Association. Should any owner or owners own more than one Unit, such owner or owners shall be entitled to exercise or cast as many votes as are allocated to the particular Units owner, in the manner provided by the Bylaws.
5. Until such time as the Declaration of Condominium of Park Place o Cedar Key as described in Article II shall be recorded in the Public Records of Levy County, Florida, the membership of the Association shall be comprised of the subscriber to these Articles.
6. If at any time after creation of the condominium, it should be terminated in accordance with the requirements of the Condominium Act and the Declaration of Condominium, the owners of the record of fee simple title to the units at termination shall be considered the member until the Association is dissolved.
The Association shall have perpetual existence.
The principal office of the Association shall be located at 8955 Palm River Road, Tampa, Florida, but the Association may maintain offices and transact business in such other places within or without the State of Florida as may from time to time be designated by the Board of Directors; furthermore, the Board of Directors may from time to time relocate the aforesaid principal office.
1. The Affairs of the Association shall be managed by the Board of Directors who need not be members of the Association. The number of persons which shall constitute the entire Board of Directors shall be three (3). When Unit Owners other that the developer own fifteen percent (15%) of the units in said Condominium, said Unit Owners shall be entitled to elect one (1) director.
O.R. 235 page 523
EXHIBIT B page 5 of 11 pages
Unit Owners other than the Developer shall be entitled to elect two (2) directors pursuant to Section 718.301(1) of the Florida Statutes (1981).
Notwithstanding the foregoing, the Developer shall be entitled to elect and appoint one member of the Board of Directors as long as it holds for sale in the ordinary course of business at least five percent (5%) of the units in the Condominium.
After the Developer ceases to own any Units, all directors shall be elected by the Unit Owners.
Notwithstanding any provision to the contrary, the Developer may at anytime relinquish its right to appoint and elect Directors and cause it representatives to resign.
2. The first annual membership meeting shall be held on the second Saturday of January 1984.
3. The names and addresses of the members of the first Board of Directors who shall hold office until their successors are elected and have qualified, or until removed, are as follows:
|ROBERT SOLANO||8955 Palm River Road
8955 Palm River Road
|GEORGE NESSMITH||1316 Zellwood Drive
Brandon, Florida 33511
1. The affairs of the Association shall be administered by the officers in accordance with the Bylaws. The president and such other officers and assistant officers as the Board of Directors may from time to time designate shall constitute the officers of the Association. The officers of the Association shall be elected by the Board of Directors at its first meeting following the annual meeting of the members of the Association and shall serve at the pleasure of the Board of Directors. The names and addresses of the officers who shall serve until their successors are designated by the Board of Directors are as follows:
O.R. 235 page 524
EXHIBIT B page 6 of 11 pages
|Name and address||Office|
8955 Palm River Road
|Vice President / Secretary Treasurer|
Every office and director of the Association shall be indemnified by the Association against all expenses and liabilities, including reasonable attorneys' fees incurred and imposed in connection with any proceedings which he may be a party, or in which he may become involved by reason of his being or having been an officer or director of the Association, whether or not he is an officer or director at the time the expenses are incurred. The officer or director shall not be indemnified is [sic] he is adjudged guilty of gross negligence or willful misconduct or shall have breached his fiduciary duty to the member of the Association. The Association shall not be liable, however, for the payment of a voluntary settlement unless it is first approved by the Board of Directors. The foregoing right shall be in addition to and exclusive of all other rights to which the director or officer may be entitled.
The By-laws of the Association shall be adopted by the Board of Directors, and may be altered, amended or rescinded in the manner provided for by the By-laws.
An amendment or amendments to these Articles of Incorporation may be proposed by the Board of Directors of the Association acting upon a vote of a majority of the Directors, or by the members of the Association owning a majority of the units whether at a meeting or by instrument in writing signed by them. Upon any amendment or amendments to these Articles of Incorporation being proposed as set forth above, such proposed amendment or amendments shall be transmitted to the President of the Association, or other
O.R. 235 page 525
EXHIBIT B page 7 of 11 pages
officer of the Association in the absence of the President, who shall thereupon call a special meeting of the members of the Association for a date not sooner than twenty (20) days nor later than sixty (60) days from the receipt by him of the proposed amendment or amendments, and it shall be the duty of the Secretary to give each member written or printed notice of such meting, stating the time and place of the meeting an reciting the proposed amendment or amendments in reasonably detailed form, which notice shall be mailed or presented personally to each member not less than ten (10) days prior nor more than thirty (30) days before the date set for such meeting. If mailed, such notice shall be deemed to be properly given when deposited in the United States mail, addressed to the member at his post office address as it appears in the records of the Association and postage thereon prepaid. 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. At such meeting, the amendment or amendments proposed must be approved by an affirmative vote of a majority of the Board of Directors and of not less than seventy-five percent (75%) of the members present at such meeting at which a quorum is present in order for such an amendment or amendments to be effective. Thereupon, such amendment or amendments of these Articles of Incorporation shall be transcribed and certified in such form as may be necessary to register the same in the Office of the Secretary of the State of Florida and upon registration of such amendment or amendments with the said Secretary of State, a certified copy thereof shall be recorded in the Public Records of Levy County, Florida, within ten (10) working days form the date on which the same are so registered. At any meeting held to consider such amendment or amendments of these Articles of Incorporation, the written vote of any member of the Association shall be recognized, if such member is not in attendance at such meeting or represented there by proxy,
O.R. 235 page 526
EXHIBIT B page 8 of 11 pages
provided with such written vote is delivered to the Secretary of the Association at or prior to such meeting.
Provided, however, that no amendment shall make changes in the qualifications for membership nor the voting rights of the members, nor change Article III, paragraph 2(m), without approval in writing of all members and the joinder of all record owners of mortgages on the units, including the Developer. No amendment shall be made that is in conflict the Condominium Act or the Declaration of Condominium. Notwithstanding the foregoing, any amendment signed by the owners of all the units shall become effective immediately.
The name and address of the subscriber to there Articles of Incorporation is as follows:
|GREAT PROMOTIONS||8955 Palm River Bend
The initial Resident Agent of this corporation shall be DANIEL SOLANO and the street address of the initial registered office is 8955 Palm River Road, Tampa, Florida. This corporation shall have the right to change such registered agent and office from time to time as provided by law.
In absence of fraud, no contract or other transaction between the Association and any other person, firm, corporation or partnership shall be affected or invalidated by reason of the fact that
O.R. 235 page 527
EXHIBIT B page 9 of 11 pages
CERTIFICATE DESIGNATING PLACE OF BUSINESS OR DOMICILE FOR THE SERVICE OF PROCESS WITHIN THIS STATE NAMING AGENT UPON WHOM PROCESS MAY BE SERVED
In pursuance of Chapter 48.091, Florida Statues, the following is submitted, in compliance with said Act:
First, That PARK PLACE OF CEDAR KEY CONDOMINIUM ASSOCIATION, INC., desiring to organize under the laws of the State of Florida with its principal office, as indicated in the Articles of Incorporation, 8955 Palm River Road, City of Tampa, County of Hillsborough, State of Florida, has named DANIEL SOLANO, located at 8955 Palm River Road, City of Tampa, County of Hillsborough, State of Florida, as its agent to accept service of process within this State.
Having been named to accept service of process for the above-stated corporation, at the place designated in this certificate, I hereby accept to act in this capacity, and agree to comply with the provisions of said Act relative to keeping open said office.
BY: Daniel Solano
DECLARATION OF CONDOMINIUM
PARK PLACE OF CEDAR KEY, A CONDOMINIUM
WHEREAS, the undersigned GREAT PROMOTIONS, INC., hereinafter referred to as "Developer", owns certain real property in Levy County, Florida, and
WHEREAS, Developer desires to submit said real property to condominium ownership pursuant to the provisions of the Florida Condominium Act.
NOW, THEREFORE, THIS DECLARATION is made this 11th day of September, 1984, by the Developer, for it, its successors, grantees, and assigns.
SUBMISSION OF PROPERTY
1.1 Statement of intent and Purpose: The purpose of this Declaration is to submit the property hereinafter described and the improvements thereon to the condominium form of ownership and use i the manner provided by Chapter 718, Florida Statutes, (1982) commonly known as the Florida Condominium Act, and hereinafter referred to as the "Act."
The property owned by the Developer in fee simple which is subject to this Declaration is certain real property located in Levy County, Florida, more particularly described as follows, and hereinafter referred to as the "Property":
|Lots 1, 2, 3, 4, 5, 6, 7, 8, 9, and 10, Block 48, of Replat of Blocks 48 and 49 in Cedar Key, according to Plat thereof recorded in Plat Book 1, page 42 of the Public Records of Levy County, Florida.|
The Developer intends to construct thirty-six (36) efficiency units upon the property.
1.2 Name: The name by which this condominium shall be identified is PARK PLACE OF CEDAR KEY, a condominium, hereinafter referred to as the "Condominium."
1.3 Submission of Property: The Developer does hereby submit the Property and the improvements constructed or to be constructed thereon to the Condominium form of ownership pursuant to the provisions of the Act and hereby publishes a plan for the individual fee simple ownership of the several separate units (as defined in the Act) together with the undivided interest of such individual and separate owner of owners in all of the remaining real property hereinafter defined as "common elements", to be effective upon the recording hereof in the public records of Levy County, Florida.
1.4 Covenants and Restrictions: The Developer, as owner of said Property further makes the following declarations as to division, covenants, restrictions, limitations, conditions and uses to which said real property and the improvements thereon, may be put, specifying that this Declaration shall constitute perpetual covenants, to run with the land, binding on the undersigned, its successors and assigns, and all subsequent owners of any part of said property and the improvement thereon, together with their grantees, successors, heirs, executors, administrators, devisees or assigns, all as provided by this Act; unless this Declaration shall be terminated as provided herein.
O.R. 235 page 485
Both the burdens imposed and the benefits hereof shall run with each condominium unit as defined herein.
2.1 Statutory Definitions: The definitions and meanings of the terms set forth in Section 718.103 of the Act are hereby incorporated by reference in this Declaration.
2.2 Other Definitions: For the purposes of this Declaration and all other Condominium documents all terms used herein and therein and not specifically defined elsewhere shall have the following meanings:
(a) "Approved Mortgagee" shall mean a commercial bank, savings bank, life insurance company, a real estate or mortgage investment trust, mortgage company, Developer, an agency of the Unites States government, private or public pension fund, savings and loan association, a holder of a mortgage granted to the seller of a unit, or the successors or assigns of any of the foregoing. An Approved Mortgage may hold not only a first but a subordinate mortgage.
(b) "Article of Incorporation" of "Articles" shall mean the Articles of Incorporation of the Association as attached hereto as Exhibit "B" and any filed amendments thereto.
(c) "Assessment" shall mean a share of the cost of maintenance, repair, and management of the Condominium property which is to be paid by the unit owner or owners and includes but is not limited to amounts necessary to meet common expenses. Assessments shall also include special assessments where such special assessments are duly adopted by the Association.
(d) "Association" shall mean PARK PLACE OF CEDAR KEY CONDOMINIUM ASSOCIATION, INC., the non-profit corporation to be formed for the purpose of administering the affairs of the condominium. Copies of the Articles and By-Laws of the Association are attached as Schedules "B" and "C" respectively.
(e) "Board of Directors" or "Directors" shall mean the duly qualified members of the Board of Directors of the Association.
(f) "By-Laws" shall mean the By-Laws of the Association attached hereto as Exhibit "c" and any duly adopted amendments thereto.
(g) "Common Elements" shall mean and include(1) all the parts of condominium property not included within the unit boundaries, including personal property, if any, required for the operation and maintenance of the Condominium described herein; (2) easements, through units for conduits, ducts, plumbing, wiring and other facilities for the furnishing of utility and other services to units and the common elements; (3) an easement of support in every portion of a unit which contributes to the support of the building; (4) the property and installations required for the furnishing of utilities and other services to more than one unit or the common elements; and (5) any other parts of the Condominium Property designated as Common Elements in this Declaration or in any amendments or exhibits hereto. There are no "limited common elements."
(h) "Common Expenses" means those expenses which the Unit owners are liable to the Association for, including but not limited to (i) expenses of administration; expenses of maintenance, operation, repair or replacement of the common elements, and of the portions of
O.R. 235 page 486
units to be maintained by the Association; (ii) expenses declared common expenses by provisions of this Declaration or by the Association; and (iii) any valid charges against the condominium as a whole such as ad valorem taxes for the year in which this Declaration is recorded.
(i) "Common Surplus" shall mean the excess of receipts of the Association including but not limited to assessments, rents, profits and revenues, if any, on account of the common elements over the amount of common expenses.
(j) "Condominium" means that form of ownership of real property which is created pursuant to the provisions of the Florida Condominium Act and which is comprised of units that may be owned by one or more persons, and there is, appurtenant to each unit, an undivided share of the common elements.
(k) "Condominium Documents" shall mean the documents by which the Condominium will be established, including this Declaration, the By-Laws and the Articles of Incorporation of the Association, deeds by which Developer will convey units to purchasers thereof, and all plats and plans required to be recorded pursuant to he Florida Condominium Act, all of which documents are or will be attached to this Declaration and made a part hereof.
(l) "Condominium Property" shall mean and refer to all of the property and improvements thereon subject to this Declaration, including but not limited to all units.
(m) "Declaration" of "Declaration of Condominium" shall mean the instrument or instruments by which the Condominium is created, as they are from time to time amended.
(n) "Developer" shall mean and refer to GREAT PROMOTIONS, INC., a Florida corporation, it successors and such of its assigns as to which the rights of Developer are specifically assigned. Any such assignment may be made on a non-exclusive basis and may include only a portion of Developer's rights hereunder or all or a portion of such rights in connection with appropriate portions of the Condominium. In the event of such a partial assignment, the assignee shall not be deemed the Developer, but may exercise such rights of the Developer specifically assigned to it.
(o) "Operation" of "Operation of the Condominium" includes the administration and management of the Condominium property.
(p) "Owner" or "Unit Owner" shall mean a unit owner as defined in the Act and shall include the record owner, whether one or more persons, of fee simple title to any unit and the portion of the common elements attributable to such unit ownership, excluding those persons having such interest merely as a security for the performance of an obligation or debt and excluding Developer.
(q) "Unit," "Condominium Unit," or "Condominium Parcel" shall mean each of those thirty-six (36) units as shown on Exhibit"A" attached hereto together with the undivided share in the common elements which is appurtenant to each unit.
(r) "Utility Services" as used in the Act and construed with reference to the condominium, and as used in this Declaration and all Exhibits hereto, shall include but not limited to electric power, gas, water, telephone, drainage, garbage, sewage disposal, heating, air conditioning, cable television and other required services imposed by governmental authorities.
O.R. 235 page 487
PLAN OF DEVELOPMENT
3.1 General: The Developer intends to commence construction upon and improvement of the Property as shown on Exhibit "A", pages 1 through 5, which exhibit contains a survey of the property, graphic description and plot plan of the improvements constituting the Condominium, identifying the units and common elements and their respective locations and approximate dimensions. Each unit is identified by a specific number on said Exhibit "A" and no parcel shall consist of a unit as set forth in Exhibit "A" and its appurtenant 1/36th undivided interests in the common elements and common surplus and shall be responsible for the 1/36th of the Common Expenses.
3.2 Description of Unit: The condominium shall consist of three (3) wood frame buildings, three stories in height, connected by common stairwells, containing a total of thirty-six (36) individual units and associated common elements. The thirty -six units, eight (8) on each floor of the center building and two (2) on each floor of the two (2) outer buildings, shall be one bedroom, one bath efficiency units, the exact number and location of which are shown on Exhibit "A". The ground floor units include patios and the second and third floor units include balconies The units on the first and second floors consist of a bathroom, kitchen area and living area which may be connected for sleeping. The third floor units are similar to units on the first and second floors, but in addition have a vaulted ceiling and an elevated loft area for additional space. Two storage rooms for use in common by all owners are located on each of the two upper floors.
3.3 Changes in Units:
(a) Alteration of Units by Developer. The Developer reserves the right without the vote or consent of the Association or unit owners to (1) make alterations, additions or improvements in, to and upon units owned by the Developer, whether structural or non-structural, interior or exterior, ordinary or extraordinary; (2) change the layout or number of rooms in any Developer owned units; (3) change the size or number of Developer owned units into two or more separate units, or combining vertically or horizontally separate Developer owned units including those resulting from subdivision or or otherwise, into one or more units, or otherwise; and (4) reapportion among the Developer owned units affected by such change ins size or number pursuant to the preceding clause their appurtenant interest in the common elements and share of the common surplus and common expenses; provided, however, that the percentage interest in the common elements and share of the common surplus and common expenses of units (other than Developer owned units) shall not be changed by reason thereof, unless the owners of such units shall consent thereto and, provided further, that Developer shall comply with all laws, ordinances and regulations of all governmental authorities having jurisdiction in so doing. In making the above alteration, additions and improvements, the Developer may relocate and alter common elements adjacent to such units, incorporate portions of the common elements into units ( and each unit owner shall be deemed to have conveyed and does by the recordation by the the Developer of the amendment evidencing the conversion thereby conveys such common elements to the Developer for such purpose to the extent such conveyance is required to effect such conversion) and convert portions of units into common elements, provided that such relocation and alteration does not materially adversely affect the market value of ordinary use of units owned by unit owners other than the Developer. Any amendments to this
O.R. 235 page 488
Declaration required by the actions taken pursuant to this paragraph may be effected by the Developer alone. Without limiting the generality of ARticle XI hereof, the provisions of this sections may not be added to, amended or deleted without the prior written consent of the Developer. Any such change a s allowed by this paragraph in a Developer owned unit for which an agreement to purchase has been executed and delivered shall be permissible only if approved in writing by the purchaser effected [sic] by such modification.
(b) Alteration of Units by Owners. No owner of any unit shall permit any structural modifications or alterations in such unit or remove any portion of a unit that is to be maintained by the Association, or do anything that would jeopardize the safety or soundness of the building or impair any easement without first obtaining the written consent of the Association, which consent may be withheld in the event that a majority of the Board of Directors determine, in their sole discretion, that such structural modifications or alterations would adversely affect or in any manner be detrimental to the Condominium in part or in its entirety. No modification or alteration shall be permitted which shall cause any increase in any insurance premiums paid by the Association. If the modification or alteration desired by the owner or any unit involves the removal of any permanent interior partition, The Association shall have the right to permits such removal so long as the permanent interior partition to be removed is not a load bearing partition, and so long as the removal thereof would in no way affect or interfere with the provision of utility services constituting common elements located therein. No owner shall cause any improvements or changes to be made to the exterior of the unit, including painting or other decoration, or the installation of electrical wire, television antennas, machines or air conditioning unit, which may protrude through the walls or roof of the Condominium or in any manner change the appearance of any portion of the building not within the walls of such unit without the written consent of the Association being first had and obtained. Any such approved alteration or improvement shall not interfere with the rights or any other unit owner without their consent.
(c) Required Amendment of Declaration. An amendment to this Declaration is required where there are changes in boundaries between any of the units, except for adjacent units affected or owned by the same unit owner. Plans of the units concerned showing the units after the proposed change in boundaries and prepared by a licensed architect shall be attached to said amendment as exhibits together with a certificate of an architect or engineer as required by the Condominium Act. Changes in boundary walls shall not affect a change in the apportionment of the individual's share and interest in the Condominium, including the undivided share in the common elements, common expenses and common surplus. The amendment shall be signed and acknowledged by the unit owners concerned, and it the Developer is not such an owner, the amendment shall be also approved by the Board of Directors and signed and acknowledged by the Association. Said amendment shall also be signed and acknowledged by the all lienors and mortgagees of the units concerned after approval by such lienors and mortgagees but it need not be approved or signed by owners of unit not affected by the changes in boundaries. In the event of a later conveyance of any unit as to which the boundaries have been changed from that as set forth in this Declaration and for which an amendment as set forth herein had not been previously recorded due to the units as tot whose boundaries were affected having been owned by the same owner; then in that event before any such conveyance may be effective, the unit owner shall be responsible for the recording of the amendment pursuant to the terms set forth herein.
3.4 Unit Boundaries EAch unit shall include such portions of the building that lie within the boundaries of a unit, which boundaries are as follows:
O.R. 235 page 489
(a) Horizontal, Upper and Lower Boundaries. The upper and lower boundaries of the unit shall be the following boundaries as extended to their planar intersection with the perimetrical boundaries: the upper boundary of a unit shall be the horizontal plane of the undecorated lower surface of the ceiling of the unit and the lower boundary of the unit shall be horizontal plane of the undecorated upper surface of the the finished floor of the unit.
(b) Perimetrical Boundaries. The perimetrical boundaries of the unit shall be the vertical planes of the unfinished interior surfaces of the plaster, dry wall or sheet rock of the walls bounding the unit extended to intersections with each other with the upper and lower boundaries.
(c) Where there is an aperture in any boundary, including, but not limited to, windows and doors, such boundaries shall be extended in all such places at right angles, to the dimension of such aperture so that the boundary at such places shall be coincident with the interior unfinished surface of such aperture, including the framework thereto. Exterior surfaces made of glass or galls fired to metal framing, exterior windows and frames, exterior glass sliding doors and casing and exterior doors, shall be included within the unit and shall not be deemed a common element; however, such portions of the unit must be maintained in appearance and repair in conformity with the original plans and specifications of the Condominium.
(d) A unit shall included as shown in Exhibit "A" a balcony or patio attached to the unit. The boundaries of the balcony or patio shall be as follows: All lower boundaries shall be the same as set forth above, however, should a perimetrical boundary be a railing, then the unit shall include the railing and the boundary shall be the exterior surface of the railing. Maintenance of the finished floor of the balcony or patio shall be borne by the unit owner to which the balcony or patio is appurtenant, with maintenance of the exterior walls of the building adjoining a patio or balcony being the responsibility of the Association. Each balcony is a part of the unit which it abuts and is for the exclusive use of the owners of the abutting unit. Providing, however, no unit owner shall paint, enclose or otherwise decorate or change the appearance of any balcony or patio or any portion of the Condominium building or Condominium property. In the event any railing forms a partition between the balcony or patio of one unit and another unit, the perimetrical boundary for that portion of the railing shall be considered to be the centerline of the railing.
(e) The interior partitions within a unit are a part of said unit.
(f) In cases not specifically covered herein or in cases of any conflict or ambiguity, the survey of the units set forth in Exhibit "A" hereto shall control in determining boundaries.
3.5 Subdividing of Units and Separate Conveyance of Common Elements. No unit may be divided or subdivided into smaller unit or units. The undivided interest in the common elements declared to be an appurtenance to each unit shall not be conveyed, devised, encumbered or otherwise dealt with separately from said unit and the undivided interest in the common elements appurtenant to each unit shall be deemed conveyed, devised, encumbered or otherwise included with the unit, even though such undivided interest in not expressly mentioned or described in conveying, devising, encumbering or otherwise dealing with such unit. Any conveyance, mortgage or other instrument which purports to affect the conveyance, devise or encumbrance, or which purports to grant any right, interest or lien, to or upon a unit, shall be null and void and of ne effect insofar as the
O.R. 235 page 490
same purports to affect any interest in the unit and its appurtenant undivided interest in the common elements unless the same purports to convey, devise, encumber or otherwise trade or deal with the entire unit. Any instrument conveying, devising, encumbering or otherwise dealing with a unit which describes said unit by the number designation of said unit as assigned thereto in Exhibit "A" without limitation or exception shall be deemed and construed to affect the the entire unit and its appurtenant undivided interest in the common elements. Nothing herein shall be construed as limiting or preventing ownership of any unit and its appurtenant undivided interest in the common elements by more than one person or entity as tenants in common, joint tenants or tenants by the entirety. Nor shall anything herein contained be construed as limiting or preventing the ownership of more than one unit and appurtenant undivided interest in the common elements by any person or entity.
3.6 Easement. Easements are hereby reserved through all of the Condominium property for the benefit of the Association, Unit Owners and Developer, and are covenants running with the property of the Condominium as follows:
(a) Utility Easements. Utility easements perpetual in nature, are reserved as may be required for installation, repair and maintenance of utility services in order to serve the Condominium and units. AFter the period of development however, no additions or relocations of any existing utility service may be made upon the Condominium property without the approval of the Association's board.
(b) Encroachment Easements. The Condominium property is subject to easements for encroachments which may now exist or hereafter exist, caused by the settlement or movement of any improvements upon the condominium property or caused by minor inaccuracies in construction, which encroachments shall be permitted to remain undisturbed. The encroachments shall give rise to an easement for the same and the maintenance thereof, which shall continue until such encroachments may no longer exist.
(c) Air Space Easement. An exclusive easement for the use of the air space occupied by a Condominium unit as it exists at any particular time and as the unit may be lawfully altered.
(d) Easement for Overhangs. An perpetual easement for overhanging troughs or gutters, downspouts and the discharge there from of rainwater and the subsequent flow thereof over Condominium units, Common elements or of them.
(e) Easement for Air Space of Common Elements. An exclusive easement for the use of the area and air space occupied by the air conditioning compressor and the equipment and fixtures appurtenant thereof, situated in or on common elements of the Condominium but exclusively serving an individually owned by the owner of the unit, as the same exists in and on the land, which exclusive easement shall be terminated automatically in any air space which is permanently vacated by such air conditioning compressor and the equipment and fixtures appurtenant thereto; provided, however, that the removal of same for repair or replacement shall not be construed to be a permanent vacation of the air space which it occupies.
(f) Unit Owners. Perpetual, non-exclusive easements are reserved to unit owners, their agents, guests and invitees over and upon all common elements for (1) pedestrian traffic, through, over and across sidewalks, paths, walks, driveways, entrances to buildings, and stairways as the same may from time to time exist upon the common elements, (2) vehicular traffic, over, through and across such portion
O.R. 235 page 491
of the common elements as may be designated and intended for such purpose and (3) for all customary purposes in providing service and benefits to all units for any use authorized herein. The use of such easement shall be subject to the terms of the Declarations and in no event shall such easements give or create in any unit owner or any other person the right to obstruct such easements nor shall any unit owner or any person have the right to park automobiles or other vehicles on any portion of the Condominium property not designated as a parking area.
(g) Easement of an Association. The Association shall have a perpetual easement for access to all units of the Condominium for ingress and egress as required by its officers, directors, employees and their agents or independent contractors, in order to perform its obligations and duties prescribed in this Declaration of in cases of an emergency originating in or threatening any unit. This easement is also reserved for the Developer so long as the Developer owns any unit of the Condominium.
(h) Maintenance Easement. There shall exist as a common element, an easement through each unit for ducts, pipes, conduits, plumbing, wiring or other facilities for the furnishing or utility services to units and the common elements and for maintaining, repairing or servicing the same. Any pipes, ducts, wires, conduits, electrical panels, plumbing, drains, or any utility services serving only one are a part of such unit and are not common elements. Any air conditioning compressors serving a unit and refrigerant and electrical lines running from such compressors to and the air handler within the individual unit are a part of such units and are not common elements.
(i) Additional Easement. The Association, on its behalf and on behalf of all unit owners (each of whom hereby appoints the Association as his attorney-in-fact for this purpose) shall have the right to grant such additional electric, gas, other utility service or other easements, or relocate any existing easements or drainage facilities in any portion of the condominium property, and to grant access easements or relocate any existing access easements in any portion of the condominium property, as the Association shall deem necessary or desirable for the proper operation and maintenance of the improvement or any portion thereof, or for the general health or welfare of the unit owners, or for the purpose of carrying out any provisions of this Declaration or otherwise, provided that such easements or the relocation of existing easements will not prevent or unreasonably interfere with the reasonable use of the units for their intended purposes.
(j) Developer Easements. The developer (including its designees or contractors) shall have the right, in its and their sole discretion from time to time, to enter the Condominium property and take all other action necessary or convenient for the purpose of completing the construction thereof or any part thereof or any improvements or units located or to be located thereon and for repair, replacement and maintenance purposes where the Association fails to do so, provided such activity does not prevent or unreasonably interfere with the use or enjoyment by the unit owners of the Condominium property. For as long as Developer owns such units, it and its designee shall have the right to use any such units and the common elements in order to establish, modify, maintain and utilize as it as they deem appropriate, for model apartments, sales and other offices. Without limiting the generality of the foregoing, the Developer and its designees may show model apartments and the common elements to prospective purchasers and tenant of units, erect on the Condominium property signs and other promotional material to advertise units for sale or lease and take all other actions helpful for sales, leases and promotion of the Condominium.
O.R. 235 page 492
(k) Grant of Easement. Should the intended creation of any easement herein fall by reason of the fact that at the time of creation, there may be no grantee in being having the capacity to take and hold such easement, then any such grant of easement deemed not to be so created shall nevertheless be considered as having been granted directly to the Association for the purpose of allowing the original party of parties to whom the easements were originally granted the benefit of such easement and the unit owners designate the Develop of the Association as their lawful attorney in fact to execute any instrument on their behalf as may hereafter be required or deemed necessary for the purpose of creating such an easement.
3.7 Percentage of Undivided Interest in Common Elements, Common Expenses and Common Surplus Appurtenant to Each Unit. The undivided interest in the common elements appurtenant to each unit shall be a 1/36th interest per unit, each unit's share of the common expense and common surplus shall be the same as said owner's interest in the common elements.
3.8 Common Elements. The common elements include the real property and all other parts of the Condominium not within the unit boundaries, including but not limited to landscaping, structural portions of walls and roofs, roofs, ground floor slabs, second floor deck and balcony decking, third floor and balcony decking and ceilings, automobile parking areas, and other accessory areas. The Association shall have the power to determine the use to be made of the common elements, provided that no such use shall discriminate against a unit owner. The Association may establish reasonable charges to be paid to the Association for the use of common elements not otherwise inconsistent with the provisions of this Declaration, the Articles of Incorporation or the By-Laws.
OPERATION AND MANAGEMENT
4.1 Park Place of Cedar Key Condominium Association, Inc.:The operation and management of the condominium shall be by a non-profit corporation known as PARK PLACE OF CEDAR KEY CONDOMINIUM ASSOCIATION, INC. ("the Association") pursuant to the provisions, terms and conditions of the Articles and By-Laws of the Association as amended from time to time set forth in Schedules "B: and "C" of this Declaration. The owner of each unit shall automatically, upon becoming the owner of such unit, be a member of the Association and shall remain a member of said Association until such time as his ownership ceases for any reason. Membership in the Association shall thus be an appurtenance to each unit and shall pass with the conveyance of the unit to each successive owner. Each owner, by the acceptance of a deed or other instrument evidencing his ownership interest shall accept membership in the Association and shall be subject to the power and authority of the Association. There shall be one (1) membership for each unit, notwithstanding the ownership of any unit being vested in more than one person or entity. No person, firm or corporation holding any lien, mortgage or other encumbrance upon any unit shall be entitled by virtue of such lien, mortgage or other encumbrance to membership in the Association. In the administration of the operation and management of the Condominium, the Association shall have and is hereby granted the authority and right to levy and collect assessments in the manner hereinafter provided and to adopt, promulgate and enforce such rules and regulations governing the use of the units and common elements as the Board of Directors of the Association may deem to be in the best interest of the Condominium.
O.R. 235 page 493
4.2 Management Pending Completion and Sale: During construction and until the events occur as set forth in paragraph 4.3, the Developer shall have the right to exercise all voting rights of the owners of any units, to perform the functions of the Association and to manage the Condominium and its common elements and facilities, to act as and exercise the powers of the Board of Directors, to select a managing agent, to set annual assessments, to determine repairs and reconstruction of any unit, and to adopt the rules and regulations governing the use of the condominium. So long as the performance of the functions of the Association and the Management of the Condominium is borne by the Developer, the right of the Association to separately manage the property and fix assessments shall be suspended.
4.3 Transfer of Association Control:
(a) As provided in Section 718.301, Florida Statutes (1982), prior to, and not more than sixty (60) days after, the time that unit owners other than the Developer elect a majority of the members of the Board, the Developer shall relinquish control of the Association, and the unit owners shall accept control. Simultaneously, the Developer shall deliver to the Association all property of the unit owners and of the Association held or controlled by the Developer, including, but limited to, those items required in Section 718.301, Florida Statutes.
(b) Within sixty (60) days after the unit owners other than the Developer are entitled to elect a member or members of the Board, the Association shall call, and give not less than thirty (30) days or more than forty (40) days notice, of a meeting of the unit owners to elect said members of the Board. The meeting may be called and the notice given by any unit owner if the Association fails to do so.
(c) If the Developer holds units for sale in the ordinary course of business, none of the following actions may be taken without approval in writing by the Developer:
(1) Assessment of the Developer as a unit owner for capital improvements;
(2) Any action by the Association that would be detrimental to the sales of units by the Developer. However, a increase in assessments for common expenses without discrimination against the Developer shall not be deemed to be detrimental to the sales of units.
4.4 Limitation Upon Liability of Association: Notwithstanding the duty of the Association to maintain and repair parts of the Condominium property, the Association shall not be liable to Condominium unit owners for injury or damage, other than the cost of maintenance and repair, caused by any latent condition of the property to be maintained and repaired by the Association, or caused by the actions of other owners or persons.
4.5 Membership Registry. The Association shall at all times maintain a register setting forth the names of the owners of all the units, and in the event of sale or transfer of any unit to a third party pursuant to the provisions of this Declaration, the purchaser of transferee shall notify the Association in writing or his interest in such unit, together with such recording information as shall be pertinent to identify the instrument by which such purchaser or transferee has acquired his interest in any unit. Further, the owner of each unit shall at all times notify the Association of the names of the parties holding any mortgage or mortgages on on any unit and the recording information which shall be pertinent to identify the mortgage or
O.R. 235 page 494
mortgages. The holder of any mortgage or mortgages upon any unit may, if he or it so desires, notify the Association of the existence of any mortgage or mortgages held by such party on any unit, and upon receipt of such notice, the Association shall register in its records all pertinent information pertaining to the same.
4.6 Voting Rights: On all matters on which the membership shall be entitled to vote, there shall only be one vote for each unit, notwithstanding the fact that the unit is owned by more than one person, and such votes shall otherwise be exercised as set forth in the By-Laws and Articles of the Association.
4.7 Acts of the Association: Unless the approval of action of unit owners, or a certain specific percentage of the Board of Directors of the Association, is specifically required in this Declaration, in the Articles of Incorporation or By-laws, applicable rules and regulations or applicable law, all approvals or actions required or permitted to be given or taken by the Association shall be given or taken by the Board of Directors, without the consent of the owners, and the Board may so approve an act through the proper officers of the Association without a specific resolution. When an approval or action of the Association is permitted to be given or taken hereunder or thereunder, such action or approval may be conditioned in any manner the Association deems appropriate, or the Association may refuse to take or give such action approval without the necessity of establishing the reasonableness of such condition or refusal.
5.1 Use Restrictions: In addition to the other covenants and conditions contained in this Declaration, the following specific use restrictions shall apply to the Condominium:
(a) All units shall be used and occupied by the respective owners exclusively for the following purposes: temporary residence by the owner, his family, social guests and tenants or tenants of owner's agents or assigns; or for the conduct of business of the Association.
(b) All owners of units of the Condominium covenant and agree, by acceptance of their deeds of conveyance, that the administration of the Condominium shall in all respects be in accordance with the provisions of the Act pursuant to which this Declaration is made; this Declaration and its Exhibits and the Articles and By-Laws of the Association. The Declaration, Articles and By-Laws shall at all times be deemed to conform to the Act and any amendments thereto, unless such amendments would materially affect substantial property rights of any party hereto, but otherwise, the Declaration and By-Laws shall be amended only by the appropriate action of the Association as authorized by the Declaration, Articles and By-Laws.
(c) The common elements shall be used only for the purposes for which they are intended, the furnishing of service and facilities for the enjoyment of all unit owners, connected in any way with uses authorized herein.
(d) No nuisances shall be allowed upon the Condominium property nor shall any use or practice which is the source of annoyance to unit owners or which interferes with the peaceful possession and proper use of the Condominium property by unit owners. The condominium property shall be kept in a clean and sanitary condition, and no fire hazards shall be allowed to exist. No unit owner shall permit any use of the owner's unit or make any use of the common
O.R. 235 page 495
elements which will increase the rate of insurance upon the Condominium property.
(e) No immoral, improper, offensive, or unlawful use shall be made of any part of the Condominium property and all valid laws, zoning ordinances and regulations or all governmental bodies which require maintenance, modification or repair of the Condominium property shall be maintained, modified or repaired in the same manner as the responsibility for maintenance and repair of the property concerned are set forth herein.
(f) No sign shall be displayed from a unit or a Condominium property except those signs as shall have advance written approval by the Developer or the Association.
(g) Until the Develop has closed the sales of all of the units of the Condominium, neither the unit owners nor the Association nor the use of the Condominium property shall interfere with the sale of its units. The Developer may make such use of the unsold units and common elements without charge as may facilitate such sale, including but not limited to, maintenance of a sales and administrative office, leasing of unsold units, model apartments, the showing of Condominium property, the display of signs and such other uses which are normally associated with the sale and marketing of real property and units.
(h) No clothes lines or similar devices shall be allowed on any patios or balconies of the Condominium units or any other part of the Condominium property without the express prior written consent of the board of the Association; and no clothing, or other items shall be hung upon any patio or balcony railing.
(i) Nothing shall be hung, displayed or placed on the exterior walls, doors or windows of any party of the unit or the Condominium property without the express prior written consent of the Board of the Association.
(j) Nothing contained herein shall be deemed to restrict the use of any unit for transient occupancy purposes by the owner, the owner's agents or the owner's tenants or tenants placed into occupancy by the owner's agents.
5.2 Regulations: Reasonable regulations concerning the use of the units, appurtenances thereto, and the common elements and facilities may be made and amended from time to time by the Board of the Association; provided that copies of such regulations and amendments thereto shall be furnished by the Association to all units owners. Such regulations shall be binding upon the owner, their families, visitors, guests, servants and agents until and unless such regulations, rules or requirements be specifically overruled and cancelled in a regular or special meeting by the vote of owners holding a majority of the total votes.
5.3 Binding Effect: All agreements and determinations lawfully made by the Association in accordance with the voting percentages set forth by the By-Laws hereto attached shall be deemed to be binding on all owners of units, their successors, assigns or other having an interest in the property or the privilege of possession and enjoyment of nay part of the Property.
5.4 Enforcement: Each owner, tenant, or occupant of a unit of the Condominium shall be bound to comply with the statutory or recorded provisions and the decision or resolutions of the Association as the same may appear from time to time, failure to do so, shall be grounds for an action to recover damages or obtain injunctive an equitable relief.
O.R. 235 page 496
5.5 Failure of Enforcement: The failure of the Association or any unit owner to enforce any covenant or provision of the Act, Declaration, By-Laws of regulations affecting the Condominium shall not constitute a waiver of the right to do so thereafter.
ASSESSMENT, INSURANCE AND LIENS
6.1 Common Expense Fund: As provided by the B-Laws, the Board of the Association shall estimate the net charges to be paid during the fiscal year and the each requirements to be assessed to the owners of the units in accordance with the respective percentages attributable to each unit and for which share as set forth herein the unit owner shall be liable. If the estimated sum proves inadequate for any reason, including non-payment of any owner's assessment, the Board may, at any time, levy a further assessment which shall be assessed to the owners in like proportions. Each owner shall be obligated to pay assessment made pursuant to the provisions of this paragraph to the Treasurer of the Association in equal monthly installments on or before the first day of each month during such year, or in such other reasonable manner as the Board may designate. All sums owing and not paid within ten (10) days of the due date shall bear interest until paid at the rate of eighteen percent (18%) per annum. All payments on account shall be first applied to interest and then to the assessment payment first due. If any installment of an assessment remains unpaid thirty (30) days after the same shall be come due, the Board may declare the entire annual assessment as to that delinquent unit owner due and payable in full as if the entire amount was originally assessed due at that time. The common expense fund shall be assessed to cover those items set forth in the By-Laws including but not limited to the following:
(a) Management fees and expenses of administration.
(b) Cost of insurance purchased for the benefit of all the owners and the Association as required by this Declaration including, but not limited to, fire and other hazard coverage as the Board determines to be in the interest of the Association and the owners.
(c) The expense of maintenance, operation, repair or replacement of the common elements including, but not limited to, preservation of landscaping, employment of personnel needed, preservation or repair of walls, drives, streets, and building exteriors as the Board may, from time to time deem appropriate.
(d) The expense of utility services serving the Condominium.
(e) The expense of providing for protection and safety of persons and property.
(f) Establishment and maintenance of a reasonable operating reserve fund to cover unforeseen contingencies or deficiencies arising from unpaid assessments or liens as well as emergency expenditures authorized by the Board.
6.2 Supplemental Common Expense Fund: The Board for the benefit of the Association and the owners, shall be authorized to assess and provide a supplemental common expense fund for the redecorating, painting, maintenance and repair, of all unit exteriors and common elements, except, however, that the Board shall not have the authority to pay for out of the supplemental common expense funds any sums for capital improvements or additions costing more than $5,000.00 without the prior approval of owners holding a majority of the total votes.
O.R. 235 page 497
6.3 Special Assessments: The Board may impose special or individual assessments on unit owners to meet expenses not anticipated to be incurred on a regular or annual basis or to cover the cost and expense of maintenance, repairs or replacement of a unit for which the unit owner is responsible as provided herein.
6.4 Developer's Rights: In the event the Developer retains ownership of units, he shall have the same rights as all other unit owners. Pursuant to Florida Statutes Section 718.116(8)(a) the Developer shall be excused from payment of its share of the common expenses with respect to all units it owns for a period of time to end and terminate the two years following the date of recording of this Declaration or the first day of the forth calendar month following the month in which the closing of the purchase and sale of the first Condominium unit occurs; whichever date shall first occur. However, Developer, shall be required to contribute such sums to the common expenses of the Condominium in addition to the total monthly common expenses paid by all other unit owners, as may be required for the Association to maintain the Condominium as provided in this Declaration during this period of exemption, but in no event shall Developer be required to contribute more than its pro-rata share based on the units its own. At any time the Developer shall notify the Association of his desire to terminate his rights and duties hereunder and to thereafter pay assessments on all units owned by it in the same manner and amount as all other unit owners.
6.5 No Exemptions: No owner of a unit may exempt himself from liability for his contributions to the common expense fund or the supplemental common expense fund by waiver of his right to use and enjoy any of the common elements or by the abandonment of his unit for which the assessments are made. No unit owner shall have any right to withdraw or receive distribution of his share of the common surplus.
6.6 Lien for Assessments: The Association shall have a lien on each unit for any unpaid assessments and interest thereon, which lien shall also secure reasonable attorneys' fees and costs incurred by the Association incident to the collection of such assessment or enforcement of such lien, both in the trial court and on appeal and whether legal proceedings are in fact initiated or not. Said lien shall be effective from and after the time of recording in the Public Records of Levy County, Florida, a claim of lien stating a description of the unit, the name of the record owner thereof, the amount due and the date when due, and the lien shall continue in effect until all sums secured by the lien shall have been fully paid. Such claims of lien secured by the lien shall be signed and verified by an officer of the Association or by a managing agent of the Association. Upon full payment, the party making payment shall be entitled to a recordable satisfaction of lien. Liens for assessments may be foreclosed by suit brought in the name of the Association in like manner as a foreclosure of a mortgage on real property. In any such foreclosure, the owner of the unit shall be required to pay a reasonable rental for the unit and the Association shall be entitled as a matter of law to the appointment of a receiver to collect the same. The Association may also sue to recover a money judgment for unpaid assessments, without waiving the lien securing the same. The Association shall have the further right at its option to assign its claim and lien rights for the recovery of any unpaid assessments to any third party to assist in its collection. Unpaid assessments together with interest, costs and attorney's fees, shall also be the personal obligation of the person who was the owner of the unit at the time the assessment fell due. A lien of the Association for unpaid assessments on any unit will be subordinate to the lien of any first mortgage on that unit recorded prior to the date the said unpaid assessment becomes due. When an approved mortgagee obtains title to the unit as result of the foreclosure of the mortgage held by said mortgagee or as result of conveyance in lieu of foreclosure of the
O.R. 235 page 498
mortgagee, held by said mortgagee, such acquirer of title, its successors and assigns, shall not be liable for the share of the common expenses or assessments by the Association pertaining to such unit which became due prior to acquisition of title in the manner above provided, unless such share is secured by a claim of lien for assessments that is recorded prior to the recording of said mortgage; provided, however such unpaid share of common expenses or assessments shall be deemed to be common expenses or collectible from all of the unit owners including the purchaser at foreclosure, its successors and assigns. Any person who acquires an interest in a unit except through a mortgage foreclosure (or by voluntary deed in lieu of foreclosure) as set forth above, shall be liable, jointly and severally, with the grantor for all unpaid assessments up to the time of the transfer of ownership or possession. If a member of the Association or the Association exercises his right to deduct them from the first refusal or redemption price paid to the seller or transferor. However, any such purchaser or transferee shall be entitled to a statement from the Association, setting forth the amount of the unpaid assessments against the unit, if he shall so request, and once having been furnished with such a statement, such person shall not be liable for nor shall the unit conveyed be subject to a lien for any unpaid assessments made by the Association against the unit in excess of the amounts therein set forth, plus costs of collection, if applicable, as set forth herein.
6.7 Insurance: The insurance other than title insurance that shall be carried upon the Condominium property and the property of the condominium unit owners shall be governed by the following subparagraphs:
(a) Authority to Purchase; Named Insured: All insurance policies upon the Condominium property shall be purchased by the Association; provided, however, that unit owners shall be responsible for obtaining insurance on their personal property. The named insured shall be the Association individually and as agent for the condominium unit owners, without naming them, and as agent for their mortgagees. Provisions shall be made for the issuance of mortgagee endorsements and certificates of insurance to the mortgagees of condominium unit owners. Such policies shall provide that payments by the insurer for losses shall be made to the Board of the Association, and all policies and their endorsements shall be deposited with the Board. Unit owners may obtain coverage at their own expense upon their personal property and for their personal liability.
(1) Casualty. All buildings and improvements upon the Condominium property shall be insured in an amount equal to the full replacement costs, excluding foundation and excavation costs, and all personal property included in the common elements shall be insured for it value as shall be determined annually by the Board of the Association. Coverage shall afford protection against:
(A) Loss of damages by fire and other hazards covered by a standard extended coverage endorsement, and
(B) Such other risks as from time to time shall be customarily covered with respect to buildings similar in construction, location and use as the buildings on the condominium property including but not limited to vandalism and malicious mischief, windstorm and water damage, and
(C) The word "Building: whenever used in the policy shall include, but shall not necessarily be limited to,
O.R. 235 page 499
fixtures, installations or additions comprising that part of the building within the unfurnished interior surfaces of the perimeter walls, floors, and ceiling of the individual units initially installed or replacements thereof, in accordance with the original plans and specifications. With respect to the coverage, the unit owners shall be considered additional insureds under the policy.
(D) Flood insurance may be carried in an amount less than full replacement cost, if such coverage is not available or available only at an economically prohibitive cost as determined by the Board.
(2) Public Liability in such amounts and with such coverage as shall be required by the Board of the Association, including but not limited to hired automobile and non-owned automobile coverages, and with cross liability endorsements to cover liabilities of the condominium unit owners as a group to a condominium unit owner.
(3) Workmen's Compensation insurance to meet the requirements of the law.
(4) Such other insurance that the Board of the Association shall determine from time to time to be desirable.
(c) Premiums: Premiums upon insurance policies purchased by the Association shall be paid by the Association as a common expense.
(d) Share of Proceeds. All insurance policies purchased by the Association shall be for the benefit of the Association and the condominium unit owners and their mortgagees as their interest may appear, and shall provide that all proceeds covering property losses shall be paid to the Board of the Association. The duty of the Board shall be to receive such proceeds as are paid and hold the proceeds in trust for the purposes elsewhere stated in this instrument and for the benefit of the condominium unit owners and their mortgagees in the following shares:
(1) Proceeds on account of damage to common elements: An undivided share for each condominium unit owner, such share being the same as the undivided share for the common elements and limited common elements appurtenant to his condominium unit.
(2) Condominium Units. Proceeds to account of damage to condominium units shall be held in undivided shares for the owners of the damaged condominium units in proportion to the cost of repairing the damage suffered by each condominium unit owner, said costs to be determined by the Association.
(3) Mortgages. In the event a mortgagee endorsement has been issued as to a condominium unit, the share of the unit owner shall be held in trust for the mortgagee and the unit owner as their interests may appear; provided, however, that no mortgagee shall have any right to determine or participate in the determination as to whether any damaged property shall be reconstructed or repaired, and no mortgagee shall have any right to apply or have applied to the reduction of a mortgage debt any insurance proceeds except distributions of such proceeds made to the condominium unit owner and mortgagee pursuant to the provisions of the Declaration. Notwithstanding the foregoing, the mortgagee shall have the right to apply or have applied to the reduction of its mortgage debt any or all sums of insurance proceeds applicable to its mortgaged unit in all event that insurance proceeds are insufficient to restore or repair the building to the condition existing prior to the loss and additional monies are not available for such purpose.
O.R. 235 page 500
(a) Distribution of Proceeds. Proceeds of insurance policies received by the Board shall be distributed to or for the benefit of the beneficial owners in the following manner:
(1) If the damage for which the proceeds are paid is to be repaired or reconstructed, the proceeds shall be paid to defray the costs thereof as elsewhere provided. Any proceeds remaining after defraying such cost shall be distributed to the beneficial owners, remittance et condominium unit owners and their mortgagees being payable jointly to them. This is a covenant for the benefit of, and may be enforced by, any mortgagee of a condominium unit.
(2) If it is determined in the manner elsewhere provided that the damage for which proceeds are paid shall not be reconstructed or repaired, the proceeds shall be distributed to the beneficial owners, remittance to condominium unit owners and their mortgagees being payable jointly to them. This is a covenant for the benefit of, and may be enforced by, the mortgagee of a condominium unit.
(f) Association as Agent. The Association is hereby irrevocably appointed Agent for each condominium unit owner and for each owner of any other interest in the Condominium property to adjust all claims arising under the insurance policies purchased by the Association and to execute and deliver releases upon the payment of a claim.
REPAIRS AND RESTORATION
7.1 Intent. Repair, reconstruction and rebuilding of the units and common elements as used in this Declaration means restoring the units to substantially the same condition in which they existed prior to the fire, casualty or other disaster, with each unit and the common elements having the same vertical and horizontal boundaries as before.
7.2 Common Elements: The maintenance and operation of the common elements shall be the responsibility and the expense of the Association, and the cost and expense thereof shall be charged to all unit owners as a common expense. After the completion of the improvements included in the common elements which are contemplated by this Declaration, there shall be no alteration or further improvements of the real property constituting the common elements without prior approval in writing by the owners of not less than 75% of the common elements except as provided by the By-Laws, but any such alteration or improvement shall not interfere with the rights of any unit owner. However, the cost of any such alteration or improvement shall not be assessed against a mortgagee which acquires title as the result of holding a mortgage upon a unit, unless such mortgagee has given prior written approval to the alteration or improvement. There shall be no change in the shares and rights of a unit owner in the common elements which are altered or further improved, whether or not the unit owner contributes to the cost thereof.
7.3 Units; Association Responsibility: The Association shall maintain, repair and replace:
(1) All portions of a unit, except interior surfaces, contributing to the support of the building, which portions shall include but not be limited to the outside walls of the building and all fixtures on the exterior thereof; boundary walls of units; floor and ceiling slabs, load bearing columns and load bearing walls; and
O.R. 235 page 501
(2) All conduits, ducts, plumbing, wiring and other facilities for the furnishing of utility services which are contained in the portions of a unit maintained by the Association; and all such facilities contained within a unit which service part or parts of the condominium other than the unit in which they are contained; and
(3) All incidental damage caused to a unit by such work shall be promptly repaired at the expense of the Association.
7.4 Units; Owner Responsibility: The responsibility of the unit owner shall be:
(1) To maintain, repair and replace, at the unit owner's expense, all portions of the owner's unit, except those portions to be maintained, repaired and replaced by the Association as set forth above. Each unit owner shall be responsible for the maintenance, repair or replacement of the plastered surfaces, dry wall or sheet rock within the unit or forming the boundaries of the unit. The foregoing obligation of the unit owners shall be performed without disturbing the right of other unit owners.
(2) The portions of a unit to be maintained, repaired and replaced by the unit owner, at the owner's expenses, shall include, but not limited to, the following items: air conditioner and air handling equipment for space cooling and heating (including any portions thereof which may be located outside of the boundaries of the unit), refrigerator, electric range, range hood, dishwasher, disposal and electric water heater; interior fixtures, such as electrical and plumbing fixtures, windows, screens, doors, entrance door, inside paint and other inside wall finishes and floor coverings except the floor slab, the floor surface and railings of balconies or patios. Mechanical equipment and installation of such equipment shall be such that its operation will cause no annoyance to the occupants of other units. The owner shall keep his unit in a clean and sanitary condition and conduct all redecorating and repainting to the interior to the unit which may at any time be necessary to maintain the good condition of his unit. The board may elect, however, to treat the expense of exterior window or glass door cleaning as a common expense.
(3) Notwithstanding the responsibility of the Association to maintain and repair those portions of the Condominium as set forth in section .2 and 7.3 of this Declaration, if such required maintenance and repair is required because of the negligence or misuse of the Condominium property or unit by a unit owner, such unit owner shall be liable and responsible for the costs and expense of such required maintenance and repair; and such cost of maintenance, repair or reconstruction shall be assessed to the unit owner concerned as a special assessment and may be collected and enforced in the same manner as any other assessment provided in this Declaration. Until so collected from the unit owner, such costs shall be treated as a common expense. In the event that the unit owner does not maintain, repair and replace that portion of the unit required to be maintained, repaired and replaced at the unit owner's cost and expense, and such lack of maintenance, repair or replacement has or will have an adverse affect on the Condominium or will cause damage to the Condominium property or portions of the Condominium to be maintained by the Association, then and in that event, the Association shall have the right to perform such maintenance, repair and replacement necessary in the unit, and such costs of maintenance, repair or replacement shall be assessed by the Board of Directors to the unit owner concerned as a special assessment and may be collected and enforced in the same manner as any other assessment provided in this Declaration. Until so collected from the unit owner, such cost shall be treated as a common expense.
O.R. 235 page 502
(4) Not to paint or otherwise decorate, alter or change the appearance of any portion of the exterior of the building, including the common elements and the exterior door or doors to the unit.
(5) To promptly report to the Association any defect or need for repair and replacement for which the Association is responsible.
7.4 Determination to Reconstruct or Repair After Casualty. If any part of the condominium property shall be damaged by casualty, whether or not it shall be reconstructed or repaired shall be determined in the following manner:
(a) Common Element. If the damaged improvement is a common element, the damaged property shall be reconstructed or repaired, unless it is determined in the manner elsewhere provided, that the condominium shall be terminated.
(b) Condominium Building.
(1) Lesser Damage. If the damaged improvement is a condominium building, and if units to which fifty percent (50%) or more of the common elements are appurtenant are found by the Board of the Association to be tentantable, the damaged property shall be reconstructed or repaired, unless within sixty (60) days after the casualty, the owners of eighty percent (80%) of the common elements and 80% of the mortgagees of record agree in writing to such reconstruction or repair.
7.5 Plans and Specifications. Any reconstruction or repair must be substantially in accordance with the plans and specifications for the original building, or, in lieu thereof, according to the plans and specifications approved by the Board of the Association, and if the damaged property is in a condominium building, by the owners of not less than 80% percent of the common elements, including the owners of all damaged units together with the approval of the institutional mortgagees holding first mortgages upon all damaged units, which approval shall not be unreasonably withheld.
7.6 Responsibility. If the damage is only those parts of one condominium unit for which the responsibility of maintenance and repair is that of the condominium unit owner, then the said owner shall be responsible for reconstruction and repair after casualty. In all other instances, the responsibility of reconstruction and repair after casualty shall be that of the Association.
7.7 Estimates of Costs. Immediately after a determination is made to rebuild or repair the damage to property for which the Association has the responsibility of reconstruction and repair, the Association shall obtain reliable and detailed estimates of the cost to rebuild or repair.
7.8 Assessments. If the proceeds of insurance are not sufficient to defray the estimated costs of reconstruction and repair by the Association, or if at any time during construction and repair, or upon completion or reconstruction and repair, the funds for the
O.R. 235 page 503
payment of the costs of reconstruction and repair are insufficient, assessments shall be made against the condominium unit owners who own the damaged condominium units, and against all condominium unit owners in the case of damage to common elements, in sufficient amounts to provide funds for the payment of such costs. Such assessments against condominium unit owners for damage to condominium units shall be in proportion to the cost of reconstruction and repair of their respective units. Such assessments on account of damage in common elements shall be in proportion to the owners obligation for common expense.
7.9 Construction Funds. The funds for payment of costs of reconstruction and repair after casualty, which shall consist of proceeds of insurance held by the Board and funds collected by the Association from assessments against Condominium unit owners, shall be disbursed in payment of such costs in the following manner:
(a) Association. If the property to be reconstructed and repaired is property for which the responsibility for repair and maintenance is that of the Association, construction funds shall be disbursed in a manner decided by the Board.
(b) Condominium Unit Owner. The portion of insurance proceeds representing damage for which the responsibility of reconstruction and repair lies with a condominium unit owner shall be paid to the said owner, or if there is a mortgagee endorsement as to the condominium unit, then to the owner thereof and the mortgagee jointly, who may use such proceeds as they be advised.
(c) Surplus. It shall be presumed that the first monies disbursed in payment of costs of reconstruction and repair shall be from insurance proceeds. If there is a balance in a construction fund after payment of all costs of reconstruction and repair for which the fund is established, such balance shall be disbursed to the beneficial owners of the fund in the manner elsewhere stated; except, however, that the part of a distribution to a beneficial owner that is not in excess of assessments paid by such owner to the construction fund shall not be made payable to any mortgagee.
RIGHTS OF DEVELOPER
8.1 Construction and Sale Period. Notwithstanding any provisions contained herein to the contrary, it shall be expressly permissible for the developer, its agents or designees, or the builder of the units and structures to maintain, during the period of construction and sale of the units, upon such portion of the property as the Developer may deem necessary, such facilities as in the sole opinion of the Developer may be reasonably required, or be convenient or incidental to the construction and sale of the units, including, but not limited to, storage areas, construction yards, including, but not limited to, storage areas, construction yards, signs, models, construction offices, sales offices and business offices. The Developer, until all of the units have been sold and closed, shall be irrevocably empowered, notwithstanding anything herein to the contrary, to sell, lease or rent units to any person approved by the Developer. Any sales office, signs, fixtures or furnishings or tangible personal property belonging to the Developer shall not be considered common elements and shall remain the property of the Developer.
8.2 Use of Property. Developer reserves the right to grant easements for utilities and other reasonable purposes across common elements, to us any of the units as models and to sell, assign or conduct other businesses in connection with the construction and development of the project from any of such units prior to their being
O.R. 235 page 504
sold. This reservation of right or privilege in the Developer includes, but is not limited to, the right to maintain a model, erect signs, maintain an office, staff the office with employees, and to use any and all of the common elements and to show the units then unsold. Any improvements, placed on the property for the purpose of such sales, such as signs, sales and other signs, telephones, or other promotional items shall not be considered common elements, not attachments to the property, but shall remain the property of the Developer and may be removed at any time convenient to the Developer.
8.3 Amendments. In addition to any other limitations contained in this Declaration on amendments that would effect the Developer's rights, this Declaration or By-Laws shall not be revoked or amended with respect to rights of the Developer as set forth therein, relating to the fixing of assessments, repairs or reconstruction of any unit, or adoption of rules concerning conduct and use of the common elements and Condominium property, without written ratification or approval of the Developer so long as the Developer is performing the functions of the Association of the condominium as provided in Article IV.
SALE, RENTAL LEASE, OR MORTGAGE OF UNITS
9.1 Sales, Right of First Refusal. In order to assure a community of congenial owners and thus protect the value of the units, the sale or transfer of any interest in a unit by any owner other than the Developer shall be subject to the following provisions:
(a) Notice to Association. An owner intending to sell his unit or enter into a lease or tenancy for more than a one year period shall give notice in writing to the Board of such intention, stating the name and address of the intended purchaser, lessee or tenant, the terms of the proposed transaction and such other information as the Board may reasonably require ("owner's notice").
(b) Screening Fees. The Association shall require the deposit of a reasonable screening fee (not to exceed $50.00) to be delivered to the Association simultaneously with the giving of notice of intention to sell or lease for the purpose of defraying the Association's expenses and providing for the time involved in determining whether to approve or disapprove the transaction or continued ownership by a transferee.
(c) Alternative of Association. Within 30 days after receipt of owner's notice, the Board shall notify which owner in writing ("Board's notice") either (i) the transaction is approved; (ii) the Association will furnish a purchaser or tenant approved by the Board who will purchase or lease the unit upon terms as favorable to the owner as the terms stated in the owner's notice, except that the Board's purchaser or tenant shall have 30 days subsequent to the date of the Board's notice in which to close the transaction; or (iii) the Association will purchase or lease the unit upon the terms and conditions contained within the owner's notice. Should the Board fail to respond to owner's notice 30 days, the transaction shall be deemed approved. The unit owner may obtain from the Association upon request therefore, a document in recordable form acknowledging the Board's approval of such a transfer either directly or indirectly due to the Board's failure to respond as set forth above.
(d) No Waiver. Approval by the Board of any sale or lease shall not constitute a waiver of the right of approval of any other conveyance. The approval of the Board to a sale shall be in recordable form and shall be delivered to the purchaser who shall record same.
O.R. 235 page 505
(a) Sale of Mortgagee. Should the holder of a first mortgage on any unit become the fee simple owner of such unit through foreclosure or any other means pursuant to the satisfaction of the indebtedness secured by such mortgage or desire to sell under the power of sale contained in its mortgage, the sale of such fee simple interest or any lease or disposition of any interest in the unit by such mortgagee pursuant to the satisfaction of the indebtedness secured thereby may be accomplished without regard to the restrictions contained in this section provided, however, that the purchaser of such unit from such mortgagee shall take subject to this Declaration and the Act.
(f) Application. The provisions of this Article IX shall not apply to the transfer of a unit by gift or devise or the leasing or creation of a tenancy of any type of less than one year, including but not limited to transient occupancy.
9.2 Mortgaging. No owner may mortgage his unit or any interest therein without the approval of the Association's Board except to an approved mortgagee.
9.3 Rights of Mortgagees: Association Affairs. So long as any mortgagee shall hold a valid mortgage covering any unit of the condominium such mortgagee shall have the following rights:
(a) To attend and observe, without voice or vote, all meetings of owners, but not meetings of the Board.
(b) To receive copies of the annual financial reports furnished to owners.
(c) To inspect books and records of the Association as required to be available for owners.
(d) To exercise the voting right of the owner of any unit covered by the mortgage or mortgagees held by the mortgagee with respect to any question of revoking or amending in any particular the Declaration or the By-Laws of the Association. For this purpose, a mortgagee (or its successors or assigns) shall be given no less than ten (10) days notice of any meeting at which any such issue shall be raised. Upon failure of said mortgagee (or its successors or assigns) to participate in the vote on any such issue, the owner of the unit or units subject to the mortgage of a mortgagee (or its successors or assigns) shall be vested with full voting rights as to such issue.
(e) To written notification from the Association of any default by the mortgagor of such unit in the performance of such mortgagor's obligations under the condominium documents which is not cured within 30 days.
(f) Unless all holders of first mortgage liens on individual units have given their prior written approval, the Association shall not be entitled to:
(1) Change the pro rata interest in the common elements or obligations of any unit for purposes of levying assessments and charges and determining shares of common elements and proceeds of project;
(2) By act or omission seek to abandon the condominium status of the project except as provided by statute or this declaration in case of substantial loss to the units and common elements of the condominium project.
O.R. 235 page 506
In order to exercise its rights under this paragraph, the mortgagee must have first filed a written request with the Board that notices of meetings and copies of reports be sent to a named agent or representative of the mortgagee at the address stated in the request.
9.5 Void Transactions. Any sale, mortgage or lease which is not authorized pursuant to the terms of this Declaration shall be voidable at the option of any owner or the Board until such time as same shall be approved by the Board as set forth herein.
10.1 Notice; Agent for Service. All notices, stipulations, writing or process to be served upon the Association, or upon the Board shall be delivered to the authorized agent of the Association and of the Board. Said Agent shall be the incumbent President of the Association whose name and address appears in the Minutes of the Association and shall by this reference be a matter of record as part of this paragraph and Declaration. From time to time as new persons serve in the office President, the Secretary shall certify and record an amendment to this paragraph. Amending and recording for the purpose of this paragraph shall not require any formal Association action, it being intended to meet at all times the statutory requirement to disclose the name and address of a person to receive service of process.
Until the election of the first President, DANIEL SOLANO, whose address is 8955 Palm River Road, Tampa, Florida, shall be considered the authorized agent.
11.1 By Developer: Amendments to this Declaration for the purpose of further identifying and locating the Units contemplated in the Development shall be made as and when the construction of each of the Buildings is completed. Each such amendment shall be approved by the Developer and filed for record in the public records of Levy County, Florida, at which time the same shall become effective. Other amendments which are authorized by this Declaration and the Act and made prior to the date on which the Developer delivers management of the Condominium to the Association shall become effective when approved and recorded in the manner herein above provided; however, such amendments shall not materially adversely affect any substantial property rights of any then existing approved mortgage holder or unit owners unless there is obtained the written consent thereto of the affected approved mortgagees or unit owners. Such amendments shall be certified by the Developer as having been duly approved, which certification shall be conclusive evidence that such amendment does not materially adversely affect substantial property rights of unit owners and approved mortgagees who did not join in or consent to such amendment, and shall be effective when recorded in the public records of Levy County, Florida.
11.2 By Association: Amendments to this Declaration other than those provided for in the preceding paragraph which are authorized by this Declaration, shall be proposed and adopted in the following manner:
(a) Notice. Notice of the subject matter of the proposed amendment shall be included in the notice of any meeting of the Association at which a proposed amendment shall be considered.
O.R. 235 page 507
(b) Resolution. A resolution adopting a proposed amendment may be introduced by the Board of Directors or by the members of the Association. Directors and members not present in person or by proxy at the meeting considering the amendment may express their approval or disapproval in writing, providing such approval or disapproval is delivered to the Secretary of the Association at or prior to the meeting, which approval shall be counted towards a quorum. Except as elsewhere provided, approval of the amendment must be either by:
(1) Not less than two-thirds (2/3) of all of the Board of Directors and by not less than three-fourth (3/4) of the votes of the units represented at any meeting at which a quorum has been attained; or
92) Not less than one-half (1/2) of all of the Board of Directors in the case of amendments that are only for one or more of the following purposes:
(A) To correct misstatements of fact in this Declaration or its Exhibits, including, but not limited to, the correction of errors in the legal description of the real property or in the surveys thereof. If said amendment is to correct this Declaration so that the total of the undivided shares of unit owners in either the common elements, common surplus, or common expenses shall equal one hundred percent (100%), the owners of the units and the holders of the lien or encumbrances on the units for which modifications in the shares are being made shall also approve the amendment.
(B) To adopt amendments to Article VII and IX that are reasonably required by insurers or mortgagees of the Condominium property or units.
(c) Recording. A copy of each amendment provided for herein shall be certified by the Board of the Association has having been duly adopted by execution of a certificate to such fact by the officers of the Association with the same formalities as a deed, and shall be effective when the certificate and amendment are filed for record in the public records of Levy County, Florida.
(d) Proviso: Provided, however, that no amendment shall:
(1) Discriminate against any unit owner nor against any unit or class or group of units, unless the unit owners so affected shall consent, or
(2) Change the configuration or size of any unit in any material fashion, nor decrease the share in the common elements and common surplus appurtenant to it, or increase the owner's share of the common expenses, unless the record owner of the unit and all approved mortgagees of record thereon shall join in the execution of the amendment. No amendment shall be valid which changes or modifies Article VII or this paragraph of this Declaration, unless the approved mortgagees of record of all mortgages upon the Condominium or units shall join in the execution of the amendment or consent thereto by separate instrument, or
(3) Eliminate, modify, prejudice, abridge or otherwise adversely affect any rights, benefits, privileges or priorities granted or reserved to Developer; without the consent of Developer in each instance.
O.R. 235 page 508
Notwithstanding any other provisions hereof, the Condominium may be terminated in the following manner in addition to the manner provided in the Condominium Act:
12.1 Destruction: In the event it is determined in a manner elsewhere provided that the buildings and improvements shall not be reconstructed because of major damage, the Condominium will thereby terminated without further agreement.
12.2 Agreement: The Condominium may be terminated by the approval in writing of all units owners and by all record owners of mortgages thereon. If the proposed termination is submitted to a meeting of the members of the Association, the notice of which meeting set forth the proposed termination and if the approval of the owners of not less than three-fourths (3/4) of the common elements and of three-fourths (3/4) of the record owners of all mortgages on the units are obtained in writing not later than thirty (30) days from the date of such meeting, then the owners approving termination shall have an option to buy all units of the other owners for a period ending on the sixtieth (60th) day from the date of such meeting. Such approvals shall be irrevocable until the expiration of the option, and if the option is exercised, the approval shall be irrevocable. Such option shall be upon the following terms and conditions.
(a) Exercise of Option. The option shall be exercised by delivery or sending by registered mail to each of the record owners of the units to be purchased the following instruments:
(1) Certificates signed by the President or Vice President and Secretary of the Association certifying that the option to purchase units owned by persons not approving termination has been exercised as to all of such units. Said certificate shall state the names of the unit owner exercising the options, the units owned by each and the units being purchased by each purchaser.
(2) An Agreement to purchase on the terms herein stated signed by the purchaser whereby the purchaser agrees to purchase the unit of the owner receiving the notice.
(3) The purchase price for each unit shall be the fair market value determined by agreement between the seller an purchaser within thirty (30) days from the delivery or mailing of such agreement, then the fair market value shall be determined by two (2) real estate appraisers, one each selected by the seller and purchaser who shall base their determination upon an average of their appraisals of the unit.
(4) Payment. The purchase price shall be paid in cash or terms agreed to by purchaser and seller.
(5) Closing. The sale shall be closed within thirty (30) days following determination of sale price.
(6) Termination. The closing of purchase of all units subject to such options shall affect a termination of the Condominium without further act except the filing of the Association's certificate hereafter required.
12.3 Certificate: The termination of the Condominium in either of the foregoing manners shall be evidence by a certificate in recordable form signed by the President or Vice President and the
O.R. 235 page 509
Secretary of the Association setting forth the facts affecting the termination and termination shall become effective when recorded in the Public Records of Levy County.
12.4 Shares of Owners After Termination: After termination of the Condominium, unit owners shall own the Condominium property and all assets of the Association as tenants-in-common in undivided shares, and their respective mortgagees and lienors shall have mortgages and liens upon the respective undivided share of the unit owners. Such undivided shares of the unit owners shall be the same as the undivided shares in the common elements appurtenant to the owner's units prior to termination.
12.5 Amendment: This Article XII cannot be amended without consent of all unit owners and all record owners of mortgages of units, or by the Developer as set forth in Article XI
13.1 Captions. The captions of the various Articles and paragraphs of this Declaration shall not be deemed a part of this Declaration and shall not be construed in any way to limit the content of such Articles and Paragraphs, but are inserted herein only for reference and convenience.
13.2 Gender: The use of the masculine gender in this Declaration shall be deemed to include the feminine and neuter gender and the use of the singular shall include the plural and vice versa, whenever the context so requires. Nothing contained herein shall be deemed to prevent ownership of any unit by a corporation, trustees or partnership.
13.4 Severability: If any provisions of this Declaration, By-Laws or other exhibits attached hereto, or any paragraph, sentence, clause, phrase or word appearing therein, or herein be judicially held invalid, or unenforceable, for any reason whatsoever, such holding shall not be deemed to affect, alter, modify or impair in any manner whatsoever any other term, provision, paragraph, sentence, clause, phrase or word appearing in said documents.
13.5 Acquisition of Rights by Association: Subsequent to the filing of this Declaration, the Association may, individually or together with other condominium associations and others, purchase or acquire and enter into leaseholds, memberships, and other possessory or use interests in lands or facilities to provide for the enjoyment, recreation and the use or benefit of the unit owners; provided, however, such action shall not be taken without the approval of a majority of the total membership of the Association and the approval of a majority of the holders of institutional first mortgages constituting liens on the various units. The expenses of ownership, rental membership fees, operations, replacements and other undertaking in connection therewith shall be common expenses.
13.6 Compliance and Default: Each unit owner shall be governed by and shall comply with the terms of this Declaration, the Articles of Incorporation, By-Laws and Rules and Regulations adopted pursuant thereto and amendments thereto. Failure of a unit owner to comply therewith shall entitle the Association or other unit owners to the following relief in addition to the remedies provided by the Condominium Act and By-Laws:
(a) Negligence: A unit owner shall be liable for costs and expenses of any maintenance, repair or replacement rendered necessary by said owner's act, neglect, or carelessness, or by that of any member of said owner's family, guests, employees, agents, tenants or lessees, but only to the extent that such costs and expenses are not met by the proceeds of insurance carried by the Association. A unit owner shall pay to the Association the amount of any increase in its owner shall pay to the Association the amount of any increase in its insurance premiums occasioned by said owner's use, misuse, occupancy or abandonment of a unit, its appurtenances or of the common elements.
(b) Costs and Attorney's Fees. In any proceeding arising because of an alleged failure of a unit owner to comply with the terms of this Declaration, Articles of Incorporation, By-Laws or the Rules and Regulations adopted pursuant thereto, the prevailing party shall be entitled to recover the costs of the proceeding and such reasonable attorneys' fees as may be awarded by the court, both in the trial court and on appeal.
(c) No Waiver of Rights. The failure of the Association or of any unit owner to enforce any covenant, restriction or other provision of the Condominium Act, this Declaration, the Articles of Incorporation, the By-Laws or the Rules and Regulations adopted pursuant thereto, shall not constitute a waiver of the right to do so thereafter.
(d) Rights Cumulative. All rights, remedies and privileges granted to the Association, the Developer, or unit owners pursuant to any of the provisions of this Declaration shall be deemed to constitute an election of remedies, nor shall it preclude the party thus exercising the same from exercising such other additional rights, remedies or privileges as may be available to such party at law or in equity. Each unit owner agrees in any proceeding brought pursuant to the provisions hereof not to plead or defend the same on the theory of "election of remedies."
13.7 Condemnation: If all or any part of the common elements shall be taken, injured or destroyed by condemnation, each unit owner shall be entitled to notice of such taking and to participate through the Association in all condemnation and other proceedings. Any damages shall be for taking, injury or destruction as a whole and shall be collected by the Association and distributed among unit owners in proporation to their respective undivided interests in the common elements so taken, injured or destroyed, except that such funds as are deemed Association property necessary or appropriate to be applied to the repair or restoration of property so injured or destroyed may bo so applied.
PARK PLACE OF CEDAR KEY CONDOMINIUM ASSOCIATION, INC.
(A Corporation Not For Profit under
The Laws of the State of Florida)
1. These are the ByLaws of PARK PLACE OF CEDAR KEY CONDOMINIUM ASSOCIATION, INC., a corporation not for profit under the Laws of the State of Florida, hereinafter called "Association." The Association has been organized for the purpose of administering the operation and management of the PARK PLACE OF CEDAR KEY, a Condominium to be established in accordance with the Condominium Act of the State of Florida by the recording of a Declaration of Condominium with respect to the following described property, situate, lying and being in Levy Count, Florida, to-wit:
|Lots 1, 2, 3, 4, 5, 6, 7, 8, 9, and 10, Block 48, of Replat of Blocks 48 and 49 in Cedar Key, according to Plat thereof recorded in Plat Book 1, page 42 of the Public Records of Levy County, Florida.|
2. The office of the Association shall be 8955 Palm River Road, Tampa, Florida, or such place as the Board of Directors may determine from time to time.
3. The fiscal year of the Association shall be from January 1 to December 31, provided, however, the Board of Directors is expressly authorized to adopt a different fiscal year at such time as the Board deems advisable.
4. 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 the incorporation, an impressions of which seal is as follows:
5. As used herein, the term "Developer" shall mean and refer to GREAT PROMOTIONS, INC., a Florida corporation; the other terms used herein shall have the same definitions and meanings as set forth in the Park Place of Cedar Key Declaration of Condominium unless provided to the contrary in there ByLaws, or unless the context otherwise requires.
6. The provisions of these ByLaws are applicable to the Park Place of Cedar Key Condominium, which term includes the land,
O.R. 235 page 530
buildings and all other improvements thereon, all easements, rights and appurtenances belonging thereto, and all other property, personal or mixed, intended for use in connection therewith. All present and future owners, lessees and mortgagees, their employees and any other person who may use the facilities of the condominium in any manner shall be subject to these ByLaws, the Declaration of Condominium, relevant unit deeds and rules and regulations pertaining to the use and operation of the Condominium property as may be promulgated from time to time by the Association. Acquisition, rental or occupancy of any unit in the Condominium shall be sufficient to signify acceptance and ratification of the provisions of the aforementioned instruments and an agreement to comply therewith.
Membership, Voting, Quorum, Proxies
1. 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.
2. The Association shall maintain a roster of the names and mailing address of Unit Owners, which shall constitute a roster of members. Each unit owner shall file with the Association a copy of the deed or other instrument showing his ownership, together with a copy of any mortgage on his unit and any satisfaction of that mortgage. The Association shall maintain these documents in a suitable form as required to maintain the roster of the names and mailing addresses of unit owners as set forth herein.
3. A quorum at members' meetings shall be obtained by the presence, either in person or by proxy of persons entitled to cast one-third (1/3) of the votes of the entire membership. If voting rights of any member are suspended pursuant to the provisions of the Declaration, there By-Laws or applicable rules and regulations, the votes of such suspended members shall not be counted for the purpose of determining the presence of a quorum and the total number of authorized votes shall be reduced accordingly during the period of such suspension. The acts approved by a majority of the votes present in person or by proxy at a meeting at which a quorum shall have been attained shall be binding upon all unit owners for all purposes except where otherwise provided by law, the Declaration, the Articles or these By-Laws. As used in these By-Laws, the Articles or the Declaration the terms "the majority of the unit owners" and "a majority of the members" shall mean a majority of the votes of the unit owners and not a majority of the members themselves and shall further mean more than fifty percent (50%) of the then total authorized votes present in person or by proxy and voting at any meeting of the unit owners at which a quorum shall have been attained. Similarly, if some greater percentage of members is required herein or in the Articles or Declaration, it shall mean such greater percentage of the votes of the members present in person or by proxy and voting at any meeting, and not of the members themselves.
4. The vote of the owners of a Unit owned by more than one person or by a corporation or other entity shall be cast by the owner or in the case of a corporation or other entity the official representative of such owner named in a certificate signed by all of the owners of the Unit as 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 or for any other purpose. The vote of a Condominium unit is not divisible. In any
O.R. 235 page 531
meeting of members, the owners of units shall be entitled to cast one vote for each unit owned. In the case of conflict among the owners of a unit, the vote for that unit shall not be counted as to the matter under consideration in which the conflict arose.
5. Votes may be cast in person or by proxy. Proxies shall be valid only for the particular meeting designated thereon and lawful adjournments thereof and must be filed with the Secretary before the appointed time of the meeting. In no event shall any proxy be valid for a period longer than ninety (90) days after the date of the first meeting for which it was given. Every proxy shall be revocable at any time at the pleasure of the person authorized to cast the vote for the unit, specify the date, time and place of the meeting for which it is given, specify the name of the person authorized to vote the proxy, and be filed with the secretary before the appointed time of the meeting or before the time to which the meeting is adjourned. One holding a power of attorney from a unit owner, properly executed and granting such authority, may cast that unit's vote.
6. Approval or disapproval by the owner of a Unit on any matters, whether or not the subject of an Association meeting, shall be by the same person designated in the above described certificate.
Annual and Special Meetings of Membership
1. The annual members' meeting shall be held at the office of the Association or at such location as designated by the Board of Directors at least once each calendar year at a time designated by the Board of Directors, for the purpose of electing directors and transacting any other business authorized to be transacted by the members.
2. Special Members' Meetings 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 not less than 10% of the Units or as otherwise set forth herein.
3. Written notice of all members' meetings, regular of special, shall be given by the president or vice-president or secretary of the Association, or other officer of the Association in the absence of such officers, to each member; and such notice shall be written or printed and shall 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 or more than sixty (60) days prior to the date set for such meeting. Unless a unit owner waives in writing the right to receive notice of the meeting, the notice shall be sent by mail or personally delivered to each unit owner, and the post office certificate of mailing shall be retained as proof of such mailing. If presented personally receipt of such notice shall be signed by the member indicating the date on which said notice was delivered when deposited in the United States mail, return receipt requested, addressed to the member at his address as it appears in the records of the Association with postage prepaid. Additionally, written notice of such meeting shall be posted conspicuously on the Condominium Property at least fourteen (14) days prior to the date of said meeting. 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 or because the
O.R. 235 page 532
greater percentage of the membership required to constitute a quorum for particular purposes has not attended, wherever the latter percentage of the attendance may be required, as set forth in the Articles of Incorporation, there Bylaws or the Declaration of Condominium, the members who are present, whether in person or by proxy, may adjourn the meeting from time to time until a quorum or the required percentage of attendance, if greater than a quorum, in present.
4. At meetings of the members, the president shall preside, or in his absence, the vice-president shall preside, or in the absence of both, the members shall select a chairperson.
5. The order of business at annual members' meetings and, as far as practical, at all other members' meetings, shall be as follows:
a) Call of the roll, certifying of proxies and determination of quorum.
(b) Proof of notice of meeting or waiver of notice.
(c) Reading of minutes.
(d) Reports of officers.
(e) Reports of committees.
(f) Election of directors.
(g) Unfinished business.
(h) New business.
6. Within sixty (60) days after Unit Owners other than developer are entitled to elect a member or members of the Board of Directors, the Association shall call and give not less than thirty (30) days nor more than forty (40) days prior to the date thereof, notice of a membership meeting to be held for the purpose of electing such new membership meeting to be held for the purpose of electing such new director(s). Such meeting may be called and notice given by any Unit Owner if the Association shall fail to do so in the time required.
7. Not later than sixty (60) days after Unit Owners other than the developer elect a majority of the members of the Board of Directors, a membership meeting shall be held for the purpose of allowing the developer to relinquish control of the Association to the members and to deliver to the Association the property of the Unit Owners and of the Association held by or controlled by the developer, including but not limited to, all items listed in Section 718.301, Florida Statutes.
8. Notwithstanding anything herein contained, until the developer has closed sales of all of the Units, or until one (1) year from the date of the Declaration of Condominium is recorded, or until the developer elects to terminate his control of the Condominium, whichever shall occur first, the proceedings of all meetings of members of the Association shall have no effect unless approved by the Board of Directors.
9. Minutes of all meetings of members shall be kept in a businesslike manner and available for inspection by the members and Board members at all reasonable times and shall be retained for a minimum of seven (7) years.
O.R. 235 page 533
10. Unit owners may take action by written agreement without a meeting, as long as written notice is given to the unit owners in the manner prescribed elsewhere in these By-Laws appropriate to the subject matter to be agreed upon, unless that notice is waived as provided in these By-Laws. The decision of majority of the unit owners, or a larger percentage vote as otherwise may be required by the Act, the Declaration, the Articles or these By-Laws (the decision to be evidenced by written response to be solicited in the notice), shall be binding on the membership, provided a quorum submits a response. The notice shall set forth a time period within which responses must be received from the members.
11. The Developer, at its sole discretion, may, at its option, turn over control of the Association to unit owners other than the Developer prior to the date otherwise set forth herein or in the Declaration or Articles, by causing all of its appointed directors to resign, whereupon it shall be the affirmative obligation of the unit owners other than the Developer to elect directors and assume control of the Association. Provided at least thirty (30) days' notice of Developer's decision to cause its appointees to resign is given to unit owners other than the Developer refuse or fail to assume control.
12. Any vote to amend the Declaration to change the percentage of ownership in the common elements or the sharing of common expense, must be conducted by secret ballot. Unit owners wishing to vote a secret ballot by proxy shall be mailed a ballot slip on a paper separate from the mailing containing the proxy and notice of meeting. The proxy shall be only for the purpose of establishing a quorum at the meeting at which the secret ballot is to be conducted and shall not contain on its face instructions as to how the proxy holder should vote the secret ballot. Provision shall be made for the secret ballot slip to be returned to the secretary of the Association in a sealed, unmarked envelope, separate from the proxy, which shall be placed in a larger envelope containing the sealed ballot. At the meeting at which the secret ballot is to be taken, the secretary will present the unopened envelopes to the Board of the Association, who will then examine and verify the proxy separate from the secret ballots in a manner that will insure the integrity of the secret vote. The Board will then tally the secret ballot of those present at the meeting together with those of the unit owners voting by proxy and announce the results.
1. The Board of Directors shall initially consist of three (3) members selected by the Developer. All members of the Board of Directors selected by the Unit Owners other than the developer shall be members of the Association, officers of a corporate unit owner or partners of a partnership unit owner. Any member of the Board of Directors appointed by the developer need not be a member of the Association.
2. When unit owners other than the developer own fifteen percent (15%) of the units in said Condominium, said unit owners shall be entitled to elect one director. Unit owners other than the developer shall be entitled to elect two directors at the time said set forth pursuant to Section 718.301(1) of the Florida Statutes (1981). Notwithstanding the foregoing, the developer shall be entitled to elect and appoint one member of the Board of Directors as long as it holds for sale in the ordinary course of business at least five percent (5%) of the units in the Condominium. After developer ceases to own any units in the Condominium, all directors shall be elected by unit owners.
O.R. 235 page 534
3. Election of directors, other than directors appointed by developer, shall be conducted in the following manner:
a) Election of directors shall be held at the annual membership meeting, subject to the provisions of Article III, paragraph 6 and subparagraph e hereof.
b) Nominations shall be made from the floor of such meeting.
c) The election shall be by written ballot (unless dispensed with unanimous consent) and by a plurality of the votes cast. Each owner of proxy holder shall be entitled to cast one (1) vote for each Unit owned by such owner for each director to be elected; provided, however, there shall be no cumulative voting, and each member may not cast more than one (1) vote per Unit owned for any person nominated as director.
d) Vacancies in the Board of Directors occurring between annual meetings of members shall be filled by the remaining directors except as to vacancies created by removal of directors by members.
e) Any director, except those selected by the developer, may be removed from office with or without cause, by concurrence of a majority of the votes of the entire membership at a special meeting of the members called for that purpose or by an agreement in writing of a majority of all unit owners. The vacancy in the Board of Directors so created shall be filled by the members of the Association at the same meeting.
f) Notwithstanding anything herein contained, so long as the developer is entitled to appoint any director of the Association, only the developer shall have the right to remove any director appointed by it, and to fill any vacancy created by such removal or the death, resignation or inability to serve further as to any director originally appointed to it.
4. The term of each director's service, subject to the provisions of subparagraph 3.e and 3.f above, shall extend until his successor is duly elected and qualified or until he is removed in the manner elsewhere provided. The members, at any annual meeting after the Developer has relinquished control of the Association and in order to provide a continuity of experience, may vote to create classes of directorships having a term of one, two or three years so that a system of staggered terms will be initiated.
5. The organizational meeting of a newly elected Board of Directors shall be held not more than ten (10) days after their election, at such place and time as shall be fixed by the directors at the meeting at which they were elected, and no further of the organizational meeting shall be necessary.
6. One regular meeting of the Board of Directors shall be held annually and shall be held annually and shall be held immediately following the annual membership meeting and at the same location. Notice of regular meetings shall be given to each director in writing personally or by mail, or telegraph, at least seven (7) days prior to the day named for such meeting.
7. Special meetings of the directors may be called by the president and must be called by the secretary at the written request of two-thirds (2/3) of the directors. Not less than three (3) days notice of the meeting shall be given to each director in writing, personally or by mail of telegraph, which notice shall state the time, place and purpose of the meeting.
O.R. 235 page 535
8. Any director may waive notice of a meeting before or after the meeting, and such waiver shall be deemed to be equivalent to the giving of notice.
9. A quorum at directors' meetings shall consist of a majority of the entire Board of Directors. The acts approved by a majority of those present at a meeting at which a quorum is present shall constitute the acts of the Board of Directors is required by the Declaration of Condominium, the Articles of Incorporation, or these Bylaws.
10. If, at any meeting of the Board of Directors, there is less than a quorum present, the majority of those present may adjourn the meeting, from time to time, until a quorum is present. At any adjourned meeting, any business which may have been transacted at the meeting as originally called, may be transacted without further notice.
11. The presiding officer of the directors' meeting shall be the president; and if absent, the vice-president shall preside. IN the absence of such presiding officer, the directors present shall designate one of their number to preside at such meeting.
12. The order of business at directors' meeting shall be as follows:
a) Call of the roll.
b) Proof of due notice of meeting or waiver of notice.
c) Reading of minutes and disposal of any unapproved minutes.
d) Reports of officers and committees.
e) Election of officers.
f) Unfinished business.
g) New business.
13. Minutes of all meetings of the directors shall be kept in an business-like manner and available for inspection by Unit Owners and Board members at all reasonable times, and shall be retained for a minimum of seven (7) years.
14. Meetings of the Board of Directors shall be open to all Unit Owners, and the secretary of the Association shall conspicuously post a notice to Unit Owners, notifying them of an upcoming meeting of the Board, at least forty-eight (48) hours before such meeting, except when an emergency meeting of the Board is required. Notice of any meeting in which assessments against unit owners are to be considered for any reason shall specifically contain a statement that assessments will be considered and the nature of such assessments.
15. Emergency meetings of the Board of Directors may be held by the directors conferring with each other by telephone. In such event, the signature of a director on the minutes of any such meeting shall conclusively establish said director's presence at, and joinder in, such meeting for purposes of determining a quorum, and unless a contrary vote is indicated, shall establish said directors' vote in favor of actions approved by the Board during such meeting.
O.R. 235 page 536
16. Directors shall not be entitled to any fees or compensation for their services as directors, other than direct expenses; however, nothing herein shall prevent the Association from employing a director or officer as an independent contractor.
17. All of the powers and duties of the Association existing under the Condominium Act, Declaration of Condominium, Articles of Incorporation and these Bylaws should be exercised exclusively by the Board of Directors, representatives appointed by the Board, its agents, contractors or employees, subject to approval by the members only when such approval is specifically required by the Act, the Declaration, the Articles or these ByLaws. Such powers and duties shall included, but not necessarily be limited to, the following:
a) Financial. To make and collect assessments; disburse funds in its possession in the exercise of its powers and duties; pay taxes, assessments and fines which are liens against any part of the Condominium other than the individual Units owned by other than the Association.
b) Control. Maintain, repair, replace and operate Condominium property; purchase insurance upon the Condominium property and insurance for the protection of the Association and its members; reconstruct improvements after casualty and pursuant to the Declaration of Condominium, further improve the Condominium property; make, from time to time, reasonable rules and regulations respecting the provisions of the Condominium Act, the Declaration of Condominium, the Articles of Incorporation, the Bylaws, and the Rules and Regulations; employ personnel for reasonable compensation to perform the service required for the proper administration of the purposes of the Association.
c) Management Control. To contract for the maintenance, management or operation of Condominium property and to delegate to the manager all powers and duties of the Association except such as are specifically required by the Declaration of Condominium or these Bylaws to have approval of the Board of Directors or the membership of the Association. No such management contract shall be construed to be invalid by reason of the Association's delegation or assignment of its rights, duties, privileges or responsibilities as set forth in the Condominium Act or Declaration.
d) Rules and Regulations. The Board of Directors may adopt and amend from time to time reasonable rule and regulations governing the details of the use and operation of the common elements, common areas and Condominium property in general. A copy of the rules and regulations adopted from time to time by the Board and any amendments to existing rules and regulations, shall be posted in an conspicuous place on the Condominium property and a copy furnished to each unit owner. No rule, regulation or amendment shall become effective until thirty (30) days after posting, except in the case of an emergency, in which case, the rule, regulation or amendment shall be effective immediately upon posting. The Board of Directors may not unreasonably restrict any unit owner's right to peaceably assembly and speak in the common areas. Any rule or regulation created and imposed by the Board of Directors must be reasonably related to the promotion of the health, happiness and peace of mind of the units owners and uniformly applied and enforced. No rule of regulation shall be (1) wholly arbitrary in their application (2) in violation of public policy or (3) abrogate some fundamental constitutional rights.
18 The undertakings and contracts authorized by the initial Board 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 Unit
O.R. 235 page 537
Owners other than the developer are entitled to elect a majority of the Board of Directors, notwithstanding the fact that members of the initial Board may be directors or officers of or otherwise associated with the developer, the managing agent or firm, or other entities doing business with the Association.
19. Members of the Board of Directors shall not be liable to Unit Owners for mistakes in judgment, negligence, or otherwise, except for their own willful misconduct or bad faith, nor shall members of the Board be personally liable with respect to any contract made by them on behalf of the Association, and the Association shall indemnify the Board and each member thereof against all contractual liability to third parties arising out of contracts made by the Board on behalf of the Association. However, such indemnification shall not extend to any contract made in bad faith of contrary to the provisions of the Declaration of Condominium or these ByLaws.
20. If the Association or the Board of Directors fails to fill vacancies on the Board of Directors sufficient to constitute a quorum, any unit owner may apply to the Circuit Court within whose jurisdiction the Condominium is situated for the appointment of a receiver to manage the affairs of the Association in the manner prescribed in the Act. If a receiver is appointed, the Association shall be responsible for the salary of the receiver, court costs and attorneys' fees. The receiver shall have all of the powers and duties of a duly constituted Board of Directors and shall serve until the Association fills vacancies on the Board sufficient to constitute a quorum.
1. 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 and a secretary, all of whom shall be elected annually by the Board of Directors and who may peremptorily be removed without cause by a two-thirds (2/3) vote of the directors present at any duly constituted meeting. Any person may hold two or more offices, except that the president shall not also be the secretary. The Board of Directors shall, from time to time, elect such officers and designate their powers and duties as the Board shall find to be required to manage the affairs of the Association. A vacancy in any office shall be filled by the Board of Directors.
2. 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 responsibility to serve as chairman of all Boards meetings and members' meetings and the power to appoint committees from among the members, from time to time, as he may, in his discretion deem appropriate, to assist in the conduct of the affairs of the Association.
3. 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.
4. The secretary shall keep the minutes of all proceedings of the directors and the members. He shall attend to the giving and service of all notices to the members and directors, and such other notices as may be required by law. He shall have the custody of the seal of the Association and shall affix the same to instruments requiring a seal, when duly signed. He shall keep the records of the Association.
O.R. 235 page 538
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. If so directed by the Board of Directors, the duties of the secretary may be filled by a manager employed by the Association.
5. The treasurer shall have the custody of all the property of the Association, including funds, securities and evidences of indebtedness. He shall keep the assessments rolls and accounts of the members; keep the books of the Association in accordance with good accounting practices; make provision for collection of assessments, and all other duties incident to the office of treasurer. If so directed by the Board of Directors, the duties of the treasurer may be fulfilled by a manager employed by the Association.
6. No compensation shall be paid to any officer of the Association except with the approval of a majority of the membership, reflected by a vote taken by a duly constituted membership meeting. No officer who is a designee of the developer shall receive any compensation for this services as an officer. Nothing herein shall be construed so as to prohibit or prevent the Board of Directors from employing any director or contracting with any officer on behalf of the Association for the performance of any service on behalf of the Association at such compensation as the Board shall determine upon, nor shall anything herein be construed as to preclude the Board from contracting with a director or officer of any such corporation in which a director or officer of the Association may be a stockholder, officer, director or employee for the management of the Condominium for such compensation as shall be mutually agreed between the Board and such officer or director.
The provisions for fiscal management of the Association, set forth in the Declaration of Condominium, Articles of Incorporation and Condominium Act, shall be supplemented by the following provisions:
1. The Association shall maintain separate accounts under the following classifications as shall be appropriate:
a) Current expenses, which shall include all receipts and expenditures within the year for which the budget is made, including a reasonable allowance for contingencies and working funds, except expenditures chargeable to reserves or to additional improvements.
b) Reserve amounts classified as appears below. Any or no amount may be budgeted for said reserve in the sole discretion of the Board of Directors.
i) Reserve for deferred maintenance, which shall include funds for maintenance items which occur less frequently than annually.
ii) Reserve for replacement, which shall include funds for repair of replacement required because of damage, depreciation or obsolescence.
iii) Betterments, which shall include the funds to be used for capital expenditures for additional improvements or additional personal property which may be a part of the common elements.
O.R. 235 page 539
2. The Association shall maintain an assessment roll call which shall be maintained in a set of accounting books in which there shall be an account for each unit. Such 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 assessments come due, the amounts paid upon the account, and the balance due upon assessment.
3. The Board of Directors shall adopt a budget and an assessment notice for each fiscal year that shall include the estimated funds required to defray the common expenses as to provide and maintain funds for such reserves as may be established. The proposed annual budget shall be detailed and shall show the amounts budgeted for reserve accounts for capital expenditures and deferred maintenance, including, but not limited to, roof replacement, building painting and parking lot resurfacing based upon a formula taking into consideration the estimated life and estimated replacement cost of each item, by accounts and expense classifications including but not limited to those required by the Condominium Act, if any. The adoption of the budget shall comply with the requirements hereinafter set forth:
a) A copy of the proposed budget of common expenses shall be mailed to each Unit Owner not less than thirty (30) days prior to the Board of Directors meeting at which the budget will be considered, together with a notice of the meeting indicating the time, place and purpose of such meeting.
b) If the amount of such proposed budget requires an assessment for the fiscal or calendar year exceeding 115% of the assessment for the preceding year, the Board, upon written application of 10% of the unit owners to the Board, shall call a special meeting of the unit owners within thirty (30) days, upon not less than then (10) days written notice to each unit owner. At the special meeting, unit owners shall consider and enact a budget. The adoption of the budget in this instance shall require a vote of not less than a majority of all unit owners.
c) Anything to the contrary notwithstanding, the Board of Directors may, in any event, propose a budget to the Unit Owners at a meeting of members or by writing, and if such budget or proposed by majority of their whole number by a writing, such budget shall not thereafter be re-examined by the Unit Owners.
4. In the event that the Board of Directors shall be unable to adopt a budget for the Association in accordance with the requirements of paragraph 3 above, the directors may call a special membership meeting for the purpose of considering and adopting the budget for the Association, which meeting shall be called and held in the manner provided for special membership meetings, such budget adopted by the membership, upon the approval of the majority of the Board of Directors, shall become the budget of the Association for such year.
5. As long as the developer is in control of the Board of Directors, the Board shall not impose an assessment for any year greater than 115% of the previous year's assessment without approval of a majority of all unit owners.
6. Assessments against the Unit Owners for their share, as provided in the Declaration of Condominium of the items of the budget shall be made for the fiscal year annually in advance on or before thirty (30) days preceding the commencement of the fiscal year for which assessments are made. Such assessments shall be due in equal installments, payable on the first day of each month of the year for which assessments are made. If an annual assessment is not made as required, as assessment shall be presumed to have been made
O.R. 235 page 540
in the amount of the last prior assessment, and monthly installments on such assessments shall be due upon each installment payment date until changed by an amended assessment. In the event the annual assessment proves to be insufficient, the budget and assessments may be amended at any time by the Board of Directors. Unpaid assessments for the remaining portion of the fiscal year for which an amended assessment is made shall be payable in as many equal installments as there are full months of the fiscal year left as of the date of such amended assessment, each such monthly installment to be paid on the fist day of the month, commencing on the first day of the next ensuing month. Provided nothing herein shall serve to prohibit or prevent the Board of Directors from imposing a lump sum assessment in case of any immediate need or emergency.
7. Special assessments, if required, shall be levied and paid in the same manner as heretofore provided for regular assessments. Special assessments can be of two kinds: (i) those chargeable to all members in the same proportions as regular assessments to meet shortages or emergencies, to construct, reconstruct, repair or replace all or any part of the common elements (including fixtures and personal property related thereto) and for such other purposes as shall have been approved by the members at a duly convened meeting, and (ii) those assessed against one member alone to cover repairs or maintenance for which such member is responsible and which he has failed to make, which failure impairs the value of or endangers the common elements of the Condominium, or which are for expenses incident to the abatement of a nuisance within his Unit. The unit owner and his grantee in a voluntary conveyance shall be jointly and severally liable for all unpaid assessments due and payable up to the time of the voluntary conveyance.
8. If a Condominium Unit Owner shall be in default in the payment of an installment upon an assessment, for a period of ten (10) days, the Board of Directors may impose a late fee of Ten and No/100 Dollars ($10.00) and in addition may accelerate the remaining installments of the assessment upon notice to the Condominium Unit Owner, and the then unpaid balance of the assessment shall be due upon the date stated in the notice but not less than ten (10) days after the mailing of such notice to him by registered or certified mail, which shall first occur and shall bear interest at the highest rate allowed by law until paid with payments applied first to accrued interest and the balance, if any, to principal. In the event of any default by a Unit Owner in the payment of any assessment, the Association shall have all rights and remedies provided by the Condominium Act and the Declaration of Condominium, and the liability of the Unit Owner shall include liability for reasonable attorneys' fees and court costs on any appeal. If the Association elects to enforce its lien by foreclosure, the Unit Owner shall be required to pay a reasonable rental for the Condominium Unit pendente lite, to be fixed by the Board, and the Association shall be entitled to the appointment of a receiver to collect same. Nothing herein contained shall bar a suit to recover a money judgment for unpaid assessments without waiving the lien securing the same.
9. All Unit Owners are obligated to pay the common charges assessed by the Board of Directors at the time set forth by the Board. No Unit Owner may exempt himself from liability from any assessment or common charges by waiver of the use or enjoyment of any of the common elements or by abandonment of his unit.
10. Recognizing that it is extremely difficult to adopt a budget for each fiscal year that exactly coincides with the actual expenses during the year, the Board of Directors shall report to the Unit Owners
O.R. 235 page 541
at the annual meeting of such owners, the amount, if any by which assessments for the preceding fiscal year have exceeded the expenditures of the Association and reasonable reserves for common expenses and other liabilities in the next fiscal year as determined by the Board. Such extent shall be applied automatically against the following year's assessment.
11. The depository of the Association shall be such bank or banks as shall be designated from time to time by the directors and in which the monies of the Association shall be deposited. Withdrawal of the monies from such accounts shall be only by checks signed by such persons as are authorized by the directors.
12. Fidelity bonds may be required by the Board of Directors for all persons handling or responsible for the Association funds in such amount as shall be determined by the Board. The premium on such bonds shall be paid by the Association.
13. The Association shall maintain accounting records in the County in which the Condominium is located, according to good accounting practices. The records shall be open to inspection by unit owners or their authorized representatives, at reasonable time. The records shall include but not limited to (a) a record of all receipts and expenditures and (b) an account for each unit, designating the name and current mailing address of the unit owner, the amount of each assessment, the dates and amounts in which the assessments come due, the amount paid on the account and the balance due. Within sixty (60) days after the end of each fiscal year, the Board of Directors shall mail or furnish by personal delivery to each unit owner a complete financial report of actual receipts and expenditures for the previous twelve months. The Board of Directors shall see to the filing of all necessary returns, report or forms with the Internal Revenue Service or any other taxing authorities which are required of the Association and shall make any determinations in connection therewith, based on competent advice as to the appropriate method of reporting which shall best serve the interest of the Association.
Roberts Rules of Order (latest edition) shall govern the conduct of corporate proceedings when not in conflict with the Articles of Incorporation and these Bylaws or with the Statutes of the State of Florida.
Amendments to Bylaws
Amendments to these Bylaws shall be proposed and adopted in the following manner:
1. Amendments to these Bylaws may be proposed by a majority of the Board of Directors of the Association or upon vote of a not less than one-third (1/3) of the Unit Owners, whether meeting as members or by instrument, in writing, signed by them.
2. Upon any amendment or amendments to there Bylaws being proposed by said Board of Directors or members, such proposed amendment or amendments shall be transmitted to the president of the Association 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
O.R. 235 page 542
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 the notice of the call of a special meeting of the members if required, as herein set forth, such notice to include the subject matter of the proposed amendment.
3. IN order for such amendment or amendments to become effective, the same shall be approved by an affirmative vote of the majority of the entire membership of the Board of Directors and by an affirmative vote of the members owning not less than seventy-five (75%) of the votes present at such meeting if a quorum is present. Thereupon such amendment or amendments to these Bylaws shall be transcribed and certified by the president and secretary of the Association. The Association shall execute a certificate of amendment, setting forth the amendments to the By-laws which have been approved and cause the same to be recorded as an amendment to the Declaration in the Public Records of Levy County, Florida, upon which recording said amendment shall become effective.
4. Proposals to amend existing By-Laws shall contain the full text of the By-laws to amended. New words shall be underlined and words to be deleted shall be lined through with hyphens. If the proposed change is so extensive that this procedure would hinder rather than assist understanding, a notation must be inserted immediately preceding the proposed amendment saying (Substantial rewording of by-laws. See by-law No. _______________ for present text.)
5. Notwithstanding the foregoing, an amendment signed by the owners of all the Units shall be considered approved and the Association shall cause the appropriate certificate as set forth above to be recorded in the Public Records of Levy County, Florida.
6. At any meeting held to consider such amendment of amendments to the Bylaws, the written vote of any member of the Association shall be recognized if such member is not in attendance at the such meeting or represented thereat by proxy, provided such written notice is delivered to the secretary of the Association at or prior to such meeting.
7. Notwithstanding anything to the contrary contained herein, no amendment shall discriminate against any Unit Owner nor against any unit or class or group of units less the Unit Owners so affected consent. No amendment shall be made that is in conflict with the Condominium Act, the Articles of Incorporation or any of the provisions of the Declaration of Condominium. No amendment shall be adopted without the consent and approval of the Developer so long as he shall own two or more condominium units in the Condominium, if the Developer is holding said units for sale in the ordinary course of business, and if the effect of the amendment would be to assess the Developer for capital improvement or if the amendment would impair the ability of the Developer to sell said units.
Contracts, Checks, Deposits and Funds
1. Contracts. The Board of Directors may authorize any officer or officers, agent or agents of the Association, in addition to the officers so authorized by these Bylaws, to enter in to any contract or execute and deliver any instrument in the name of and on behalf of the Association, and such authority may be general or confined to specific instances.
O.R. 235 page 543
2. Checks, Drafts, Etc. All checks, drafts or orders for the payment of money, notes or other evidence of indebtedness issued in the name of the Association shall be signed by such officer or officers, agent or agents of the Association, and in such manner as shall from time to time be determined by resolution of the Board of Directors. In the absence of such determination by the Board of Directors, such instruments shall be signed by the treasurer, and countersigned by the president or vice-president of the Association.
3. Deposits. All funds of the Association shall be deposited from time to time to the credit of the Association in such banks, trust companies or other depositories as the Board of Directors may select.
4. Gifts. The Board of Directors may accept on behalf of the Association any contribution, gift, bequest or devise for the general purposes or for any special purpose of the Association.
In the case of a violation (other than nonpayment of an assessment) by a unit owner of any of the provisions of the Act, the Declaration, the Articles, these By-Laws or any lawfully adopted rules and regulations, the Association, by direction of its Board of Directors may transmit to the unit owner by certified mail, return receipt requested, a notice of the violation. If the violation shall continue for a period of thirty (30) days from the date of the notice, the Association shall the right to treat the violation as an intentional and material breach of the provisions cited in the notice. The Board then, at its option, may take one or all of the following actions: (a) file an action to recover for damages on behalf of the Association or on behalf of other unit owners, (b) file an action for injunctive relief requiring the offending unit owner to take or desist from taking certain actions, (c) file an action for both damages and injunctive relief. In any action brought pursuant to this Article, the Association shall be entitled to recover its reasonable attorneys' fees and costs of maintaining the action both at the trial court andy appellate courts. Neither a unit owner nor the Association may waive a provision of the Act if that waiver would adversely affect the rights of the unit owner or the purposes of the provision, except that unit owners or Board members may waive notice of specific meetings in writing.
Internal disputes arising in the operation of the Condominium between Unit Owners, the Association, and their agents and assigns may be resolved by voluntary binding arbitration. Arbitrators shall be provided by the Division of Florida Land Sales and Condominiums pursuant to the provisions of the Condominium Act. Each party to the dispute must first agree to the arbitration process and, in such case, the arbitrator's decision will be final. If judicial proceedings are taken after arbitration, the arbitrator's final decision will be admissible into evidence. Any party may seek enforcement of the arbitrator's final decision in a court of competent jurisdiction. Nothing in this Article shall preclude any party from proceeding alternatively in the manner prescribed in Article X above.
Liability of Unit Owners
1. Termination of membership in the Association shall not relieve or release a former member from liability or obligation incurred with respect to the Condominium during the period of membership, nor
O.R. 235 page 544
impair any rights or remedies that the Association may have against the former member arising out of this membership and his covenants and obligations incident to that membership.
2. No individual unit owner's liability, if any, for the acts or omissions of the Association relating to the use of the common elements, shall exceed the value of his unit and such liability, if any shall be shared with other unit owners in the same percentages as their respective interests in the common elements.
Every officer and director of the Association shall be indemnified by the Association against all expenses and liabilities, including reasonable attorneys' fees incurred and imposed in connection with any proceedings which he may be a party, or in which he may become involved by reason of his being or having been an officer or director of the Association, whether or not he is an officer or director at the time the expenses are incurred. The officer or director shall not be indemnified is he is adjudged guilty of gross negligence or willful misconduct or shall have breached his fiduciary duty to the members of the Association. The Association shall not be liable, however, for payment of a voluntary settlement unless it is first approved by the Board of Directors. The foregoing right shall be in addition to and not exclusive of all other rights to which the director or officer may be entitled.
Whenever the context permit or requires, the singular shall include the plural, the plural shall include the singular and the use of any gender shall be deemed to include all genders. In the event of conflict between or among the provisions of any of the following, the order of priority shall be, from highest priority to lowest: (1) the Condominium Act, (2) the Declaration of Condominium, (3) the Articles of Incorporation of the Association, (4) these By-Laws, (5) the rules and regulations adopted pursuant to these By-Laws.
The foregoing was adopted as the Bylaws of PARK PALCE OF CEDAR KEY CONDOMINIUM 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 the 11th day of September, A.D., 1984.
O.R. 235 page 545
FREQUENTLY ASKED QUESTIONS AND ANSWERS SHEET
PARK PLACE CONDOMINIUM ASSOCIATION AS OF JANUARY 2014
1. What are my voting rights in the Condominium Association?
Each unit is entitled to cast one vote on all matters on which the membership is entitled to vote. If more than one person owns the Unit or the unit is owned by a corporation or other entity, the owner shall cast the vote. For the corporation or other entity, the owners must file a voting certificate with the secretary of the association designating an official representative for the entity. Votes may be cast in person or by proxy.
Elections of directors are held annually. Each unit may cast one vote for each vacant position.
2. What restrictions exist in the condominium documents on my right to use my unit?
These units are for temporary occupancy only. Unit owners and their guests may not use the unit for more than 90 continuous occupancy in any 12-month period and not more than 120 days occupancy in any 12-month period.
No nuisance, use or practice is allowed that will annoy other owners or interfere with the peaceful possession or proper use of the Condominium property. The property must be kept clean and sanitary and no fire hazards shall be allowed to exist. No use is permitted that would increase the rate of insurance. No immoral, improper, offensive or unlawful use is allowed. The property shall be maintained so as to meet all valid laws, zoning ordinances and regulations of relevant governmental bodies.
No signs shall be displayed from any unit with advance written approval of the Board of Directors. No clotheslines or similar devices shall be allowed on patios or balconies or any other part of the Condominium property. Nothing shall be hung, displayed or placed on the exterior wall, doors or windows without the express prior written consent of the Board.
3. What restrictions exist in the condominium documents on the leasing of my unit?
An owner must give notice to the Board of Directors if he or she intends to enter into any lease for more than one year. The notice must state the name and address of the intended lessee or tenant, the terms of the proposed transaction and such other information as the Board may reasonably require. The Association requires a screening fee of $50 to be delivered with the notice. The Association must reply within 30 days as whether the notice is 1) approved; 2) the Association will provide a tenant approved by the Board upon terms as favorable to the owner as the terms stated in the owner=s notice; or 3) the Association shall lease the unit upon the terms stated in the owner=s notice.
4. How much are my assessments to the condominium association for my unit type and when are they due?
$220 per month due on or before the first of each month
5. Do I have to be a member in any other association?
No. You may choose to rent your unit through the Condominium Master Corporation.
6. Am I required to pay rent or land use fees for recreational or other commonly used facilities?
7. Is the Condominium Association or other mandatory association involved in any court cases in which it may face liability in excess of $100,000?
NOTE: THE STATEMENTS CONTAINED HEREIN ARE ONLY SUMMARY IN NATURE. A PROSPECTIVE PURCHASE SHOULD REFER TO ALL REFERENCES, EXHIBITS HERETO, THE SALES CONTRACT, AND THE CONDOMINIUM DOCUMENTS.