AMENDED AND RESTATED BY-LAWS
BERKELEY MANOR OWNERS ASSOCIATION INC.
May 31, 2017
Name: Principal Office
The name of the corporation is Berkeley Manor Owners Association Inc., a Florida non-profit corporation,
hereinafter referred to as the “Association.” The principal office of the Association shall be at
P.O. Box 6376, Spring Hill, Florida 34611.
The Board of Directors may relocate such office from time to time as it sees fit.
“Association” shall mean and refer to Berkeley Manor Owners Association Inc., a Florida nonprofit corporation,
its successor and assigns.
“Lot shall mean any plot of land shown on the recorded subdivision map referred to above other than the Common Area.
“Member” All lot owners in Berkeley Manor shall be admitted to such membership by the recording of the conveyance of
such party of the fee simple title to a portion of said property in the Public Records of Hernando County, Florida.
“Owner” shall mean the record owner, whether one or more persons or entities, of fee simple title to any lot in the
subdivision and a buyer of any lot under agreement for deed, but shall not include those holding title merely as security
for performance of an obligation.
“Subdivision” shall mean the subdivided real property hereinbefore described and such additions thereto as
may be brought within the jurisdiction of the Association as hereinafter provided.
“Voting Member” One owner, per lot, having paid annual dues to the association shall be eligible to vote. Even where a lot is owned by more than one person there shall be one vote per lot.
Meeting of Members
Section 1. Annual Meetings.
The annual meeting of members shall be held in the month of March. Subsequent annual meetings of members
shall be held on any day of the same month of each year thereafter at a time designated by the Board of Directors.
Section 2. Special Meetings.
Special Meetings of members may be called at any time by the President or by the Board of Directors
on written request of five members.
Section 3. Notice of Meetings.
Written notice of the annual meeting of members shall be given by or at the direction of the Secretary or any other authorized person to give notice by mailing a copy of such notice, postage prepaid, at least 15 days but not more than 30 days before such meeting, to each member entitled to vote thereat, addressed to the member’s address last appearing on the books of the Association or supplied by such member to the Association for the purpose of receiving notice. Such notice shall specify the day, hour and place of the annual meeting.
Notice of all other meetings of the membership shall be given by posting on the community bulletin board and on the
community website (www.BerkeleyManor.org) at least 15 days but not more than 30 days before such meeting.
Section 4. Quorum.
The presence at a meeting in person or by proxy of members constituting at least 10 percent (10%) of the members.
If such quorum is not present at any meeting, the members entitled to vote thereat shall have power to adjourn the meeting
from time to time without notice other than announcement at the meeting until a quorum is present.
Section 5. Proxies.
At all meetings of members, each voting member whose voting right has not been suspended may vote in person or by proxy.
All proxies shall be in writing, shall show the lot, block, phase number and street address of the property owned by the member giving the proxy and shall be filed with the Secretary. Every proxy shall be revocable and shall automatically cease upon conveyance by a member of his lot.
Section 6. Vote Required.
At every meeting of the members where a quorum is present, a majority of the votes eligible to be cast shall decide any question brought before such meeting, unless the question is one upon which by express provision of the Articles of Incorporation or of these By-Laws a different vote is required, in which case such express provisions shall govern and control.
Section 7. Order of Business.
The order of business at all annual or special meetings of the members shall be as follows:
A. Roll Call;
B. Proof of Notice of meeting or waiver of notice;
C. Reading of minutes of previous meeting;
D. Reports of Officers;
E. Reports of Committees;
F. Election of Directors (if election is to be held);
G. Unfinished business;
H. New business; and
Board of Directors: Selection – Term of Office
Section 1. Number.
The affairs of the Association shall be managed and governed by a Board of Directors composed of not less than three (3)
nor more than seven (7) members.
Section 2. Term of Office.
At the first annual meeting, and at each annual meeting thereafter the voting members shall elect the Board of Directors for the ensuing year. Directors shall serve until their successors are chosen. The eligibility of a member to be elected for more than
one (1) term shall not be abridged. All newly elected Board of Directors will serve a two (2) year term.
Section 3. Removal.
Any director may be removed from the Board with or without cause, by a majority of the members of the Association.
In the event of death, resignation or removal of a director, his successor shall be selected by the remaining members of the Board of Directors and he shall serve for the unexpired term of his predecessor.
Section 4. Compensation.
No director shall receive compensation for any service he may render to the Association. However, any director may be reimbursed for his actual expenses incurred in performance of the duties.
Section 5. Action Taken Without a Meeting.
The Directors shall have the right to take any action in the absence of a meeting which they could take at a meeting by
obtaining the written approval of all the directors. Any action so approved shall have the same effect as though taken at a
meeting of the directors.
Section 6. The First Board of Directors.
The first Board of Directors shall consist of five (5) persons who are named in the Articles of Incorporation and who,
subject to the provisions set forth hereinabove with regard to resignation and death, shall be the sole voting members of the Board of Directors of the corporation and shall hold office until their successors are elected at the first annual meeting of the members.
Nomination and Election of Directors
Section 1. Nomination.
Nomination for election to the Board of Directors shall be made by a Nominating Committee. Nominations may also be made from the floor at the annual meeting. The Nominating Committee shall consist of a Chairman, who shall be a member of the Board of Directors, and two or more members of the Association. The Nominating Committee shall be appointed by the Board of Directors prior to each annual meeting of the members, to serve from the close of such annual meeting until the close of the next annual meeting and such appointment shall be announced at each annual meeting. The Nominating Committee shall make as many nominations for election to the Board of Directors as it shall in its discretion determine, but not less than the number of vacancies that are to be filled.
Section 2. Election.
Election to the Board of Directors shall be by written ballot. At such election the members or their proxies may cast, in respect to each such vacancy, as many votes as are entitled to exercise under the provisions of the Articles of Incorporation.
The persons receiving a majority of the votes cast for that office shall be elected. Cumulative voting is not permitted.
Meeting of Directors
Section 1. Regular Meetings.
Regular Meetings of the Board of Directors shall be held monthly without notice, at such place and hour as may be fixed from time to time by resolution of the Board. Should said meeting fall upon a legal holiday, then that meeting shall be held at the same time on the next day which is not a legal holiday.
Section 2. Special Meetings.
Special meetings of the Board of Directors shall be held when called by the President of the Association, or by any two directors, after not less than two (2) days notice to each director.
Section 3. Quorum.
A majority of the number of directors shall constitute a quorum for the transaction of business.
Every act or decision done or made by a majority of the directors present at a duly held meeting at which a quorum is present shall be regarded as the act of the Board.
Powers and Duties of the Board of Directors
Section 1. Powers.
The Board of Directors shall have the power to:
A. Suspend the voting rights of a member during any period in which such member has failed to pay annual dues assessed by the association.
B. Exercise for the Association all powers, duties and authority vested in or delegated to the Association and not reserved to the membership by other provisions of these By-Laws or the Articles of Incorporation.
C. At the discretion of the Board, they may declare the office of a member of the Board of Directors to be vacant in the event such member shall be absent from three (3) consecutive regular meetings without justifiable reason of the Board of Directors.
Section 2. Duties. It shall be the duty of the Board of Directors:
A. To cause to be kept a complete record of all of its acts and corporate affairs and to present a statement thereof to the members at the annual meeting of the members, or at any special meeting when such statement is required by
written petition by fifty-one percent (51%) of all the members.
B. To supervise all officers, agents and employees of the Association and to see that their duties are properly performed.
C. To fix the amount of the annual dues approved by the membership and send written notice of each assessment to every Owner subject thereto at least thirty (30) days in advance of each annual assessment period.
Officers and Their Duties
Section 1. Enumeration of Officers.
The Officers of this Association shall at all times be members of the Board of Directors.
Officers shall include a President, Vice-President, Secretary and Treasurer.
Section 2. Election of Officers.
The election of officers shall take place at the first meeting of the Board of Directors which shall immediately follow the adjournment of each annual meeting of the members.
Section 3. Term.
The officers of this Association shall be elected annually by the Board and each shall hold office for two (2) years
unless he or she shall sooner resign or be removed or otherwise disqualified to serve.
Section 4. Special Appointments.
The Board may elect such other officers as the affairs of the Association may require, each of whom shall hold office for such period, have such authority, and perform such duties as the Board may, from time to time, determine in its discretion.
Section 5. Resignation and Removal.
Any officer may be removed from office with or without cause by the Board. Any officer may resign at any time by giving written notice to the Board, the president or the secretary. Such resignation shall take effect on the date of receipt of such notice or at any later time specified therein, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
Section 6. Vacancies.
A vacancy in any office may be filled by appointment by a majority vote of the Board. The officer appointed to such vacancy shall serve for the remainder of the term of the officer he replaces.
Section 7. Multiple Offices.
The offices of president and secretary may not be held by the same person.
Section 8. Duties.
The duties of the officers are as follows;
A. President. The president shall preside at all meetings of the Board of Directors; see that orders and resolutions of the Board are carried out; sign all leases, mortgages, Deeds and other written instruments and co-sign all checks.
B. Vice President. The vice president shall act in the place and stead of the president in the event of his absence, inability or refusal to act, and exercise and discharge such other duties as may be required of him by the Board of Directors.
C. Secretary. The secretary shall record the votes and keep minutes of all meetings and proceedings of the Board of Directors and of the members; keep the corporate seal of the Association and affix it on all papers requiring said seal; serve notice of meetings of the Board of Directors and of the members; keep appropriate current records showing the members of the Association together with their addresses; and perform such other duties as may be required by the Board of Directors.
D. Treasurer. The treasurer shall receive and deposit in appropriate bank accounts all monies of the Association and disburse such funds as directed by resolution of the Board of Directors; sign all checks of the Association along with the president; keep proper books of account; cause a financial report of the Association books to be made at the completion of each fiscal year; and prepare an annual budget and a statement of income and expenditures to be presented to the membership at its regular annual meeting, and deliver a copy of each to the members.
Section 1. Neighborhood Improvement Committee.
When the Association shall assume responsibility over architectural control in the subdivision, the Board of Directors shall appoint at least three (3) members to such committee who shall serve at the pleasure of the Board. The Board shall have the authority, if it chooses, to increase the number of members of the committee. The committee shall perform its duties pursuant to written provisions and guidelines established by the Board. Committee members cannot give permission for improvements or variances to restrictions. Any proposed architectural improvements by the members shall be submitted to the Committee on a form provided to member upon request.
Section 2. Hospitality / Membership Committee.
This committee will welcome new owners, provide applicable Deed Restrictions (upon request), provide hospitality at meetings and events, and any additional items the board may request.
Section 3. Other Committees.
The Board of Directors may, in its discretion, create such other committees not provided for in these By-Laws as it sees fit from time to time.
Books and Records
The books, records and papers of the Association shall at all times, during reasonable business hours, be subject to inspection by any member upon written request addressed to the Association’s mailing address. The Articles of Incorporation and the By-Laws of the Association shall be available for inspection by any member at the principal office of the Association, or such other address as the Board of Directors may from time to time designate, and copies may be purchased at a reasonable cost at such address.
The Association shall have a seal in circular form, having within its circumference the words: Berkeley Manor Owners Association Inc., a Florida corporation, not for profit, 1987.
Section 1. Requirements to Amend.
These By-Laws may be made, altered or rescinded by the Board of Directors by a majority vote of the total members of the Board of Directors as said Board is constituted from time to time, for any meeting of the Board of Directors called or held for the purpose of considering a change in By-Laws of the Corporation. Notice shall be given of such meeting in the manner required by the By-Laws and a copy of all proposed amendments to the By-Laws shall be included in such notice.
Section 2. Control of Conflict.
In the case of any conflict between the Articles of Incorporation and these By-Laws, the Articles shall control.
Section 1. Fiscal Year.
The fiscal year of the Association shall begin on the first day of January and end on the 31st day of December of each year, except that the first fiscal year shall begin on the date of Incorporation of the Association.
Section 2. Indemnification.
The Association shall indemnify any officer or director or any former officer or director to the full extent permitted by law.
Section 3. Insurance.
The Board of Directors may, but is not required to, elect to carry a policy of officers and directors liability insurance, insuring the officers and directors against any claims made against them whatsoever, except claims of willful negligence and misfeasance of office.
The undersigned, as Secretary of the Association, certifies that the foregoing is a true and correct copy of the Amended and Restated By-Laws which were duly adopted by the Board of Directors of the Association at its meeting held on May 31, 2017.