The Woodlands of Stuart

By Laws

By-Laws

 

Of

 

WOODLANDS OWNERS ASSOCIATION, INC.

 

 

JUNE 27, 2015

 

 

ARTICLE One

 

Organization

 

The name of this organization shall be the Woodlands Owners Association, Inc. hereinafter referred to in these Bylaws as “THE WOODLANDS”.

 

The organization shall have a seal which shall be in the following form:

 

 

 

 

 

                    

         

 

 

The organization may at its pleasure by a vote of the membership body

       change its name.

 

  

ARTICLE Two

 

Purposes

 

   The corporation does not contemplate pecuniary gain or profit, direct or indirect, to its members.  The general nature of the objects and purposes for which this corporation is formed is to promote the health, safety and welfare of the members of  this corporation who are owners of real property in THE WOODLANDS, a Subdivision according to the Plat thereof filed April 7, 1980 and recorded in Plat Book 8, Page 24, public records of Martin County, Florida, including the Declaration of Protective Covenants recorded in Official Records Book 493, Page 2610 public records of  Martin County, Florida, and for these purposes too:

 

 

Maintain those private streets and parking areas within THE WOODLANDS that are not otherwise dedicated or located on any individually owned lot.

 

Maintain, preserve and keep clean the drainage system within THEWOODLANDS, including the lake, swales and nature areas.

       

See that all covenants, restrictions, zoning ordinances and regulations applicable to THE WOODLANDS are duly enforced.

 

Insofar as permitted by law, to do any other thing that, in the opinionof the Board of Directors of this corporation, will promote the common benefit and enjoyment of the owners of THE WOODLANDS.

 

This corporation shall have all the powers conferred upon a corporation not for profit by the laws of the State of Florida except as the same may be limited in the Articles of Incorporation or by the By-Laws. 

 

 

Article Three

 

Membership

 

            Membership in this organization shall be open to each person and entity

who is an owner of record of the fee simple title to any lot in THE WOODLANDS.

Such person or entity shall automatically be a member of this Corporation by

virtue of such ownership.  A mortgagee of any such lot shall not be a member of

this Corporation unless and until such mortgagee has acquired title to such lot,

pursuant to forclosure or any proceeding in lieu of foreclosure.  Membership

dues and assessments may be charged and collected, and provision therefore

may be prescribed in the By-Laws of this Corporation, and by such By-Laws the

Board of Directors may be empowered to determine and collect such fees, dues

and assessments.

 

Article Four

 

Meetings

 

            The Annual meeting of the membership of this organization shall be held on the most  acceptable day  between June 15th and June 30th  each year.  The

Secretary shall mail, fourteen days in advance, to every member in good standing at his address as it appears in the membership roll book of this organization a notice telling the time and place of such annual meeting. At least twenty percent (20%) of the homeowners in good standing, including 3 officers or directors, must attend each annual meeting to constitute a quorum to conduct business and elect new officers.  A lesser number may adjourn the meeting for a period of not more than fourteen days or two weeks from the date scheduled and the secretary shall cause a notice of this scheduled meeting to be sent to those members who were not present at the meeting originally called.  A quorum as hereinbefore set forth shall be required at any adjourned meeting.  Proxies shall be considered as a member attending the annual meeting.

 

            Regular meetings of this organization shall be held as called by the Board of Directors. The presence of not less than four elected or appointed board members shall be necessary to conduct the business of this organization and will constitute a quorum for regular board meetings.  A seven day notice shall be delivered, mailed or sent electronically to each homeowner. Any owner wishing to be heard at a meeting must notify the president at least three days prior to the meeting.

 

     Special meetings of this organization may be called by the president when he

deems it for the best interest of the organization.  Notices of such meeting shall

be mailed to all members at their addresses as they appear in the membership

roll or tax roll at least seven days but not more than thirty days before the

scheduled date set for such special meeting.  Such notice shall state the reasons

that such meeting has been called, the business to be transacted at such

meeting and by whom called.  A quorum shall be the same as required in Section 1 of this article.            

 

     At the request of four members of the Board of Directors or twenty members

of the organization the president shall cause a special meeting to be called but

such request must be made in writing at least fourteen days before the requested

scheduled date.

 

     No other business but that specified in the notice may be transacted at such

special meeting without the majority consent of all present at such meeting.

 

 

Article Five

 

Voting

 

     The association shall have only (1) class of voting membership and each 

owner shall be entitled to one (1) vote for each lot owned in THE WOODLANDS,

provided that where title to any lot is vested to two or more persons or entities,

the vote for such ownership shall be exercised as they among themselves

determine, but in any event only one vote may be cast with respect to each lot.

 

     At all meetings, except for the election of officers and directors, all votes shall

be via voice.  For election of officers ballots shall be provided and there shall not

appear any place on such ballot any mark or marking that might tend to indicate

the person who cast such ballot.

 

     At any regular or special meeting if a majority so requires any question may

be voted upon in the manner and style provided for election of officers and

directors.

 

     At all votes by ballot the chairman of such meeting shall immediately prior to

the commencement of balloting appoint  member(s), up to three in number, who

shall act as inspector(s) of election” and who shall at the conclusion of such

balloting certify in writing to the chairman the results, and the certified copy shall

be physically affixed in the minute book to the minutes of that meeting.

 

     No inspector of election shall be a candidate for office or shall be personally

interested in the question voted upon.

 

Article Six

 

Order of Business

 

1 – Roll Call

 

2 – Reading of the minutes of the preceding meeting

 

3 – Reports of Committees

 

4 – Reports of Officers

 

5 – Old and unfinished business

 

6 – New business

 

7 – Good and welfare

 

8 – Adjournment

 

Article Seven

 

Board of Directors

 

     The business of this organization shall be managed by a Board of Directors

consisting of three (3) association members together with the officers of this

organization.  At least one of the directors elected must be a resident of the State

of Florida and a citizen of the United States.

 

     The directors for the ensuing year shall be chosen at the annual meeting of

this organization in the same manner and style as the officers of this organization

and they shall serve for a term of two years.

 

     The Board of Directors shall have the control and management of the affairs

and business of this organization.  Such Board of Directors shall only act in the

name of the organization when it shall be regularly convened by its chairman

after due notice to all directors of such meeting.

 

     Four of the members of the Board of Directors shall constitute a quorum and

the meetings of the Board of Directors shall be held regularly on the request of

the President or the request of three board members

 

Each director shall have one vote and such voting may not be done by proxy.

         

           The Board of Directors may make such rules and regulations covering its

meetings as it may in its discretion determine necessary.

 

      Vacancies in the said Board of Directors shall be filled by a vote of the

majority of the remaining members of the Board of Directors for the balance of

the term.

 

     The President of the organization by virtue of his office shall be chairman of

the Board of Directors. 

 

     A director many be removed when sufficient cause exists for such removal. 

The board of Directors may entertain charges against any director.  A director

may be represented by counsel upon any removal hearing.  The Board of

Directors shall adopt such rules, as it may consider necessary for the best

interests of the organization, for this hearing.

 

 

Article Eight

 

Officers

 

The officers of this organization shall be:

                                    President

                                    Vice-President

                                    Secretary

                                    Treasurer

 

     The President shall preside at all membership meetings.  He by virtue of his

office shall be chairman of the Board of Directors.

 

      He shall present at each annual meeting of the organization an annual report

of the work of the organization.

 

 He shall appoint all committees, temporary or permanent.

 

 He shall see all books, reports and certificates as required by law are properly

kept or filed.

 

     He shall be one of the officers who may sign the checks or drafts of the organization.

 

     He shall have such powers as may be reasonably construed as belonging to

the chief executive of any organization.

 

 

     The Vice President shall in the event of the absence or inability of the

President to exercise his office become acting president of the organization with

all the rights, privileges and powers as if he had been the duly elected president.

    

      The Secretary shall keep the minutes and records of the organization in

appropriate books.

 

It shall be his duty to file any certificate required by any statute, federal or state.

 

He shall give and serve all notices to members of this organization.

 

He shall be the official custodian of the records and seal of this organization. He shall keep all original corporate recorded documents and other pertinent records.  Said seal, documents and records shall be placed in a safe deposit box for retention in a local bank with the President and Secretary as key holders.

 

He may be one of the officers required to sign the checks of the organization.

 

       He shall present to the membership at any meetings any communication addressed to him as Secretary of the organization.

 

      He shall submit to the Board of Directors any communications addressed to

him as Secretary of the organization.

 

     He shall attend to all correspondence of the organization and shall exercise all

duties incident to the office of Secretary.

 

     The Treasurer shall have the care and custody of all monies belonging to the

organization and shall be solely responsible for such monies or securities of the

organization.  He shall cause to be deposited in a demand deposit account at a federally insured bank or trust company a sum not exceeding  $3,000 and the balance of the funds of the organization shall be deposited in a federally insured savings account or certificates of deposit, except that the Board of Directors may cause such funds to be invested in such investments as shall be legal for a federally insured bank in the State of Florida.

 

     He must be one of the officers who shall sign check of the organization.  No

special fund may be set aside that shall make it unnecessary for the treasurer to

sign the checks issued upon it.

 

     He shall render at stated periods as the Board of Directors shall determine a

written account of the finances of the organization and such report shall be

physically affixed to the minutes of the Board of Directors of such meeting.

 

He shall exercise all duties incident to the office of Treasurer.

 

Officers shall by virtue of their office be members of the Board of Directors.

 

     No officer shall for reason of his office be entitled to receive any salary or

compensation, but nothing herein shall be construed to prevent an officer or

director for receiving any compensation from the Association for duties other than

as a director or officer.  Officers and directors can be repaid for association

expenses if approved  by the Board of Directors as reasonable and legitimate. 

 

All repayment requests must be in writing and accompanied by receipts if

applicable.

 

 

 

Article Nine

 

Salaries

  

   The Board of Directors shall hire and fix the compensation of any and all

employees which they in their discretion shall determine to be necessary in the

conduct of the business of the organization.

 

 

Article Ten

 

Committees

 

     All committees of this organization shall be appointed by the President and

their term of office shall be for an indefinite period as determined by the action of

the President.

 

The permanent committees shall be:

                       

                        Covenant Compliance

 

                        Landscape               

 

                        Architectural Review

Article Eleven

 

Dues

 

The dues amount shall be subject to change as determined by the Board

of Directors based on cost of maintenance and services and establishment of

adequate reserves for future major expenses. The dues of this organization shall

 be payable on the 1st day of July and become delinquent on July 31st each year.

 

 

Article 12

 

Liability and Indemnity

 

Officers and Directors giving of their time, knowledge and energy shall be protected from legal and financial burdens that may occur as a result of their service for the Woodlands.  Said officers and directors shall be protected by a Directors and Officers liability policy purchased from a company approved by the Florida State Commissioner.  Coverage shall include the Woodlands and the individual.  This will be in addition to the General Liability required for the Woodlands common area.

 

 

Article Thirteen

 

Amendments

 

     These By-Laws may be altered, amended, repealed or added to by an

affirmative vote of a quorum as defined in Article 4 of these By-Laws at an annual or special meeting, of not less than a majority in attendance as members in good standing, or by a signed ballot delivered to an officer of the Association one (1) day
prior to the meeting

 

 

Article Fourteen

 

Board of Governors

 

Wherever the term “Directors” or “Board of Directors” is mentioned in these By-

Laws, such terms shall be deemed to be “Governors” or “Board of Governors”

respectively as provided in the Articles of Incorporation of the Association.

 

 

 

 

Originally Adopted 3/16/1986;  Amended Annual Meeting 5/11/2009;  Amended Annual Meeting 6/27/15.Type your paragraph here.