Section 1. Place of Meetings. Meetings of the membership shall be held at the principal office of the Corporation or at such other suitable place convenient to the membership as may be designated by the Board of Directors.
Section 2. Annual Meetings. The Annual Meeting of the Corporation shall be held on the first Tuesday in March of each year. The members may transact such other business of the Corporation as may properly come before them. The President shall appoint five (5) Inspectors of Election from the membership at least five (5) days prior to the meeting.
Members shall have the right to participate in meetings with reference to all designated agenda items. However, reasonable rules governing the frequency, duration, and manner of membership participation shall be applied. A member may tape record or videotape meetings of members subject to reasonable rules.
Section 3. Notice of Annual Meetings. It shall be the duty of the Secretary to mail or hand deliver to each member a first notice of each annual meeting not less than sixty (60) days before the scheduled date of the meeting. Any member desiring to be a candidate for the Board of Directors shall give written notice to the Corporation not less than forty (40) days before the meeting. If a candidate wishes the Corporation to distribute his personal information to the members of the Corporation, the information sheet has to be submitted to the Corporation not less than thirty-five (35) days before the meeting.
Not less than thirty (30) days before an annual meeting, the Corporation shall mail or hand deliver to each member a second notice of the meeting, together with the agenda for the meeting, a ballot and a copy of each personal information sheet duly received from the candidates. Accompanying the ballot shall be an outer envelope addressed to the Secretary and a small inner envelope in which the ballot shall be placed. Each voter shall sign the exterior of the outer envelope in the space provided for such signature. Upon receipt by the Corporation, no ballot may be rescinded or changed.
Section 4. Special Meetings. It shall be the duty of the President to call a special meeting of the members as directed by resolution of the Board of Directors or upon a petition signed by twenty percent (20%) of the membership and presented to the Secretary. A special meeting of members to recall one or more members of the Board of Directors, may be called by ten percent (10%) of the membership. The required notice of the meeting shall state the date, time and purpose of the meeting.
Section 5. Notice of Special Meeting. It shall be the duty of the Secretary to mail or hand deliver to each member a notice of each special meeting, stating the purpose thereof as well as the time and place where it is to held, not less than fourteen (14) days but not more than fifty (50) days prior to such meeting. No business shall be transacted at a special meeting except as stated in the notice unless by consent of four-fifths of the members present.
Section 6. Quorum. The presence in person of a least twenty-five percent (25%) of the members of record of the Corporation shall be requisite for and shall constitute a quorum for the transaction of business at all meetings of members. Elections shall be decided by a plurality of those ballots cast. Moreover, at least twenty percent(20%) of the eligible voters must cast a ballot in order to have a valid election of members of the Board of Directors.
Section 7. Adjourned Meetings. If any meetings of members cannot be organized because a quorum has not attended, the members who are present may, except as otherwise provided by law, adjourn the meeting to a time not less than forty-eight (48) hours from the time the original meeting was called.
Section 8. Voting. At every meeting of the membership, each member shall have the right to cast one vote on each question. In the event two persons hold joint membership, they may each cast a one-half vote. (Suitable instructions should be placed on the ballot to assist the voters on the procedure to be used.) The vote of the majority shall decide any question brought before such meeting, unless the question is one upon which, by express provision of statute or of the Articles of Incorporation or of these Bylaws, a different vote is required, in which case such express provision shall govern and control.
Section 9. Order of Business. The order of business at all annual meetings shall be as follows:
Cast ballots for election of Directors.
Roll Call. This may be done by having every member sign a roster just prior to the start of the meeting in lieu of calling the roll orally.
Proof of notice of meeting or waiver of notice.
Reading of minutes of preceding meeting. The reading of the minutes may be dispensed with upon proper motion.
Report of Officers.
Report of Committees.
Auditors report and approval of the Corporation’s Audited Financial Statements.
Appointment of Auditors for the new fiscal year.
The election shall be by secret ballot. Each candidate shall have the right to be present or have a representative at the tallying of the vote.
Unfinished business.
New business.
Section 10. Notice. Whenever any notice is required by any provision of these Bylaws or by Florida Statutes, the notice will be hand delivered or sent by regular United States mail.
ARTICLE V
DIRECTORS

Section 1. Number and Qualification. The affairs of the Corporation shall be governed by a Board of Directors composed of nine (9) members.
Section 2. Powers and Duties. All of the powers and duties of the Corporation existing under the Florida Corporation Statutes, the Cooperative Act, the Occupancy Agreement, the Articles of Incorporation, these Bylaws, and the Rules and Regulations of the Corporation shall be exercised exclusively by the Board of Directors or its duly authorized agents, contractors, or employees subject only to the approval by Members when such is specifically required. Such powers and duties of the Directors shall include, but shall not be limited to, the following:
Adopt budgets and make and collect assessments and special assessments from Members to defray the costs of the Corporation.
Use the proceeds of assessments in the exercise of its powers and duties.
Maintain, repair, replace and operate the property of the Corporation.
Enact amend rules and regulations concerning the transfer, use, appearance, and occupancy of the Units, and any of the Corporation property.
Reconstruct common areas or other improvements after casualty and further improvements of the property.
Approve or disapprove proposed transactions (sales and conveyances of Units) in the manner provided by the Occupancy Agreement and to charge a preset fee, not to exceed the maximum permissible by law, in connection with such approval.
To enforce by legal means the provisions of applicable laws and the Corporation documents, and to interpret said Corporation documents, as the final arbiter of their meaning.
Contract for management of the Corporation and to delegate to the management agent or manager any powers and duties except those things which may not be delegated under the Corporation Documents or applicable law.
Carry insurance for the protection of the Members and the Corporation.
Pay the cost of all utility services rendered to the Corporation and not billed to Members of individual Units.
Employ personnel for reasonable compensation and grant them such duties as seem appropriate for proper administration of the purposes of the Corporation.
Bring and defend suits, make and execute contracts, deeds, mortgages, notes, and other evidence of indebtedness, leases and other instruments by its officers and to purchase, own, lease, convey and encumber real and personal property. To grant easements and licenses over the Corporation property necessary or desirable for proper operation of the Corporation.
Indemnify, pursuant to Article VI, Section 8 hereof, any director, officer, committee member employee or agent of the Corporation.
Section 3. Contracts for Products and Services. All contracts for the purchase, lease or renting of materials or equipment, or which are not to be fully performed within one year, and all contracts for services shall be in writing. For any contract which required payment exceeding 0.5% of the annual budget of common expenses for current year except for contracts with employees fo the Corporation, attorneys, accountants, architects, engineers and landscape architects, the Corporation shall obtain competitive bids unless the products and services are needed as the result of any emergency or unless the desired supplier is the only source of supply serving the Corporation. The Corporation need not accept the lowest bid. All contracts in the amount of Five Thousand and 00/100 Dollars ($5,000.00) or more shall be reviewed by counsel for the Corporations prior to execution.
Section 4. Capital Expenditure Authorization. The expenditure of the Corporation funds for capital projects in all instances require prior approval by the Board of Directors. Such approval shall be given at a regularly constituted meeting of the Board except in case of an emergency when Board members may participate by telephone or conference call. In such event, approval shall be confirmed and recorded at the next regularly constituted meeting of the Board of Directors. However, in an emergency the Building Manager may, at his discretion, spend up to One Thousand and 00/100 Dollars ($1,000.00), or such other amount as the Board of Directors may decree from time to time for needs related to the maintenance of the Corporation.
Section 5. Fines. The Directors may, pursuant to Florida Statutes 719, impose fines against a Unit not to exceed the maximum permissible by law, for failure to comply with the provisions of the Corporation documents, including the rules and regulations, by Members, occupants, licensees, family members and guests. A fine may be imposed for each day of continuing violation with a single notice and opportunity for hearing, provided that no fine shall in the aggregate exceed $1000.00 or such maximum amount as is permissible by law.
The party against whom the fine is sought to be levied shall be afforded an opportunity for hearing after reasonable notice of not less than ten (10) days and said notice shall include:
A statement of the date, time and place of the hearing;
A statement of the provisions of the Occupancy Agreement, Articles of Incorporation, Bylaws, or Rules WE Live By which have allegedly been violated;
A short and plain statement of the matters asserted by the Corporation.
The party against whom the fine may be levied shall have an opportunity to respond, to present evidence and to provide written and oral argument on all issues involved and shall have an opportunity at the hearing to review, challenge and respond to any material considered by the Corporation. The hearing shall be held before a Committee of other Members. If the Committee does not agree with the fine, the fine may not be levied. Should the Corporation be required to initiate legal proceedings to collect a duly levied fine, the prevailing party in an action to collect said fine shall be entitled to an award of costs, and a reasonable attorney’s fee incurred before trial, at trial, and on appeal.
Section 6. Committees. The President may establish Committees and designate the chairpersons of such Committees from among the membership as deemed appropriate to assist in the conduct of the affairs of the Corporation. All Committees and Committee members shall serve at the pleasure of the Board. Meetings between the Board, and designated legal counsel to address any matter involving attorney-client privileged communication shall not be open to the membership. Committees may meet and conduct their affairs in private without prior notice or Member participation, if
The Board has determined that it is in the best interests of the Corporation to do so, and
Such meetings and activities are lawful.
Section 7. Hurricane Shutters and Windows. The Board of Directors shall adopt hurricane shutter and window specifications for the Corporation including color, style, and other factors deemed relevant by the Board. All specifications adopted by the Board shall comply with the applicable building code.
Section 8. Parking. The Board of Directors shall assign general common element parking spaces; both covered and uncovered, and may regulate the use and transfer of space. Covered parking spaces are subject to the payment of a monthly fee.
Section 9. Storage. The Board of Directors may designate and assign space on the common areas of the Corporation where members may store their bicycles and may charge a reasonable annual fee in connection with said assignment. Lockers shall be assigned to members and no fee shall be charged.
Section 10. Election and Term of Office. Three (3) Directors shall be elected each year at the annual meeting to serve for a term of three (3) years. Directors shall hold office until their successors have been elected and the organizational meeting of the newly elected Board of Directors has been held. A minimum of one (1) year off the Board is required before a retiring Board Member may be considered for re-election after serving his own full term.
Section 11. Vacancies. Vacancies on the Board of Directors caused by any reason other than the removal of a Director by a vote of membership shall be filled by vote of the majority of the remaining Directors, even though they may constitute less than a quorum. Each person so elected shall be a Director until a successor is elected by the members at the next annual meeting.
Section 12. Removal of Directors. At any regular or special meeting duly called, any one or more of the Directors may be removed with or without cause by a vote of the majority of the entire membership of record, and a successor may then and there be elected to fill the vacancy thus created. Any Director whose removal has been proposed by the members shall be given an opportunity to be heard at the meeting.
Section 13. Compensation. No compensation or remuneration shall be paid for services as Directors. No remuneration shall be paid to a Director for services performed by him for the Corporation in any other capacity, unless a resolution authorizing such remuneration shall have been unanimously adopted by the Board of Directors before the services are undertaken. A Director may not be an employee of the Corporation.
Section 14. Organization Meeting. The first meeting of the newly elected Board of Directors shall be held within ten (10) days of election at such place as shall be fixed by the Directors at the meeting at which such Directors were elected, and no notice shall be necessary to the newly elected Directors in order to legally constitute such meeting, providing a majority of the whole Board shall be present.
Section 15. Regular Meetings. Regular meetings of the Board of Directors maybe held at such time and place as shall be determined by the majority of the Directors, but at least two (2) such meetings shall be held during each fiscal year. Notice of regular meetings of the Board of Directors shall be given to each Director, personally or by mail, telephone or telefax, at least three (3) days prior to the day named for such meeting.
Florida Statutes provide that all Board of Directors meetings shall be open to all members and notices of meetings shall be posted conspicuously forty-eight (48) hours in advance, except in the case of emergency. The right to attend such meetings shall include the right to speak at such meetings with reference to all designated agenda items. However, reasonable rules governing the frequency, duration and manner of member statements shall be applied. A member may tape record or videotape meetings of the Board of Directors subject to reasonable rules.
A fourteen (14) day notice is required before any Board meeting at which amendment to rules or assessment of special charges is to be considered. Evidence of compliance with this notice period shall be made by an affidavit executed by the person providing the notice and filed in the official records of the Corporation.
Section 16. Special Meetings. Special meetings of the Board of Directors shall be called by the President or Secretary upon the written request of a least three (3) Directors. Notice of the special meeting shall be delivered to each Director by hand, mail, telephone or telefax not less than three (3) days prior to the meeting stating the time, place and purpose of the meeting.
Section 17. Quorum. At all meetings of the Board of Directors, a majority of the Directors shall constitute a quorum for the transaction of business, and the acts of the majority of Directors present at a meeting at which a quorum is present shall be the acts of the Board of Directors. If at any meeting of the Board of Directors there is less than the required quorum, the majority of those present may adjourn the meeting to another date or time. Any business scheduled to be transacted at the original meeting may be transacted, without further notice, at the rescheduled meeting.
ARTICLE VI
OFFICERS

Section 1. Designation. The principal officers of the Corporation shall be President, a Vice President, a Secretary and a Treasurer, all of whom shall be elected by and from the Board of Directors. The Directors may appoint an Assistant Treasurer, an Assistant Secretary and such other officers as in their judgment may be necessary.
Section 2. Election of Officers. The officers of the Corporation shall be elected annually by the Board of Directors at the organization meeting of each new Board and shall hold office at the pleasure of the Board.
Section 3. Removal of Officers. Upon an affirmative vote of the majority of the members of the Board of Directors, any officer may be removed, either with or without cause, and a successor elected at any regular meeting of the Board of Directors or at any special meeting of the Board called for such purpose.
Section 4. President. The President shall be the chief executive officer of the Corporation and shall preside at all meetings of the members and of the Board of Directors. The President shall have all of the general powers and duties, which are usually vested in the office of the President of a Corporation. The President may attend committee meetings on an ex officio basis. However, only the Board of Directors has the authority to overrule or amend recommendations submitted by a committee.
Section 5. Vice President. The Vice President shall take the place of the President and perform all presidential duties whenever the president shall be absent or unable to act. If neither the President nor the Vice President is able to act, the Board of Directors shall appoint some other member of the Board to do so on an interim basis. The Vice President shall also perform such other duties as shall from time to time be imposed upon him by the Board of Directors.
Section 6. Secretary. The Secretary shall keep the minutes of all meetings of the Board of Directors and the minutes of all meetings of the members of the Corporation; have the custody of the seal of the Corporation; have charge of the stock transfer books and of such other books and papers as the Board of Directors may direct, and in general, perform all the duties incident to the office of Secretary.
Section 7. Treasurer. The Treasurer shall have responsibility for corporate funds and securities and shall be responsible for keeping full and accurate accounts of all receipts and disbursements in books belonging to the Corporation. The Treasurer shall be responsible for the deposit of all monies and other valuable effects in the name and to the credit of the Corporation in such depositories as may from time to time be designated by the Board of Directors.
Section 8. Indemnification. This Corporation may indemnify any director, officer, committee member, employee or agent of the Corporation to the fullest extent permitted by law.
ARTICLE VII
CAPITAL STOCK
