Bylaws of Ultimate Ski Lake Homeowners Association, Inc.
1. GENERAL
These are the Bylaws of ULTIMATE SKI LAKE
HOMEOWNERS ASSOCIATION, Inc., a corporation not for profit incorporated under
the laws of the State of Florida, organized for the purpose of operating that
certain community known as ULTIMATE SKI LAKE, located in Lee County, Florida.
1.1 Name.
The name of this corporation is ULTIMATE SKI LAKE HOMEOWNERS
ASSOCIATION, INC. (the "Association").
1.2 Principal Office.
The principal office of the Association shall be at 5180
Harborage Drive, Ft. Myers, FL 33908, or such other place as shall be
determined by the Board of Directors.
All books and records of the Association shall be kept in Collier
County, Florida.
1.3 Fiscal Year.
The fiscal year of the Association shall be the calendar year.
1.4 Seal.
The seal of the Association shall be inscribed with the name of
the Association, the year of its organization, and the words ‘Florida’ and ‘not
for profit’. The seal may be used by
causing it, or a facsimile of it, to be impressed, affixed, reproduced or
otherwise placed upon any document or writing of the corporation where a seal
may be required.
2. DEFINITIONS
When used in these Bylaws, the terms herein
shall have the same definition and meaning as those set forth in the
Declaration of Covenants, Conditions and Restrictions for ULTIMATE SKI LAKE, as
recorded in the Public Records of Lee County, Florida, unless herein provided
to the contrary or unless the context requires otherwise.
3. MEMBERSHIP AND VOTING RIGHTS
3.1 Qualifications.
All Owners in ULTIMATE SKI LAKE shall be Members of the
Association. All Owners shall
automatically be a Member of the Association upon the recording of the document
evidencing the Owner's fee simple title to a Lot in the Public Records of Lee
County, Florida. The Association shall
have two (2) classes or membership, as described in the following subsections.
3.2 Class A Membership.
Class A Members shall consist of all Owners of Lots within
ULTIMATE SKI LAKE other than the Class B Member. Upon Turnover, Class A Members shall be
entitled to elect a majority or the Members of the Board of Directors of the
Association.
3.3 Class B Membership.
The Class B Member shall be the Declarant. Unless the Declarant earlier terminates this
membership, the Class B Membership shall terminate upon Turnover, and be
converted to Class A membership. Until
Turnover, or until the Declarant earlier terminates this Class B membership,
the Class B Member shall be entitled to elect all Members of the Board of
Directors of the Association.
Thereafter, the Declarant shall be entitled to elect at least one (1)
Member of the Board as long as the Declarant holds for sale in the ordinary
course of business at least five percent (5%) percent of the Lots in all phases
of the Community.
3.4 Voting Rights.
Each Class A Member of the Association shall be entitled to one
(1) vote for each Lot owned by the Member provided that there shall only be one
vote cast per lot owned. The Class B
Member shall be entitled to 3 votes in the Association for each one Class A
vote. Voting rights may be exercised by
a Member or the Member's spouse, subject to the provisions of the Declaration
and these Bylaws. In any situation where
more than one person holds an interest in a Lot, the vote for the respective
Lot shall be exercised by any such person; provided, however, the persons
holding the interest in the Lot shall notify the secretary of the Association,
in writing, prior to any meeting in which the vote for the Lot is to be
exercised of the name of the person who is authorized to exercise the vote for
such lot, and in the absence of such notice, the Lot's vote shall be suspended
if more than one person seeks to exercise it.
The voting rights of a Member that is a corporation, partnership or
other entity shall be exercised by the individual designated from time to time
by the Owner in a written instrument provided to the secretary, subject to the
laws of the State of Florida.
3.5 Restraint Upon Assignment of Shares in Assets.
The interest of any Member in any part of the funds or assets of
the Association cannot be conveyed, assigned, mortgaged, hypothecated or
transferred in any manner except as an appurtenance to that Owner's Lot.
4. MEMBERS' MEETINGS
4.1 Annual Members' Meetings.
The annual meeting of the Members shall be held at such time and
date in February of each year, as selected by the Board of Directors, to be
held at the principal office of the Association or at such other place in Lee
County or Collier County, Florida, as may be set forth in the notice of said
meeting. If the date fixed for the
annual meeting is a legal holiday, said meeting shall be held on the next
succeeding business day thereafter. At
such meeting the Members shall elect directors to serve until the next annual
meeting of the Members or until their successors shall be duly elected and
qualified and may conduct such other business as may be authorized to be
transacted by the Members.
4.2 Special Members' Meetings.
Special meetings of the Members shall be held at such place, day
and time as may be set forth in the notice of said meeting and may be called by
the President, or in the President's absence by the Vice President, by a
majority of the Board of Directors, or by Members representing at least thirty
percent (30%) of the Voting Rights. The
business conducted at such special meeting shall be limited to that stated in
the notice of meeting.
4.3 Notice of Members' Meetings.
Notice of the annual Members' meeting stating the place, day,
and time of the meeting shall be given by the President, Vice President or
Secretary. Such notice shall be given to
each Member not less than fourteen (14) days, nor more than sixty (60) days
prior to the date set forth for such meeting, which notice shall be mailed by
first class mail. If mailed, such notice
shall be deemed properly delivered when deposited in the United States mail,
addressed to the Member at their post office address as it appears on the
records of the Association, with postage thereon prepaid. Proof of such mailing shall be given by
affidavit of the person giving the notice. Any Member may, by a written statement 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 proper notice to such Member. The date on which notice of the annual
Members' meeting is mailed shall be the record date for determining which
Members are entitled to receive notice of, and to vote at, the annual Members'
meeting. This determination of Members
shall apply to any adjournment thereof, unless the Board of Directors fixes a
new record date for the adjourned meeting. The President or Vice President (in the
President's absence) shall preside at all annual or special meetings of the
membership. In the absence of both
persons, the Board of Directors shall select a chairperson. Any statutory right to waive notice of a
Members' meeting or to take action without a meeting shall be permitted under
these Bylaws.
4.4 Quorum.
A quorum for Members' meetings shall consist of thirty percent
(30%) of all votes in the Association, represented in person or by proxy. The acts approved by the affirmative consent
of a majority of votes represented at a meeting at which a quorum is present
shall constitute the acts of the Members, expect where approval by a greater
number of Members is required by the Declaration, the Articles of
Incorporation, these Bylaws or Florida law. After a quorum has been established at a
Members' meeting, the subsequent withdrawal of a Member, so as to reduce the
number votes at the meeting below the number required for a quorum, shall not
affect the validity of any action taken at the meeting or any adjournment
thereof. The execution by any Member of
a copy of the minutes shall constitute the presence of such Member for the
purpose of determining a quorum and for the further purpose of validating all
of the actions taken at such meeting, unless otherwise prohibited under Florida
law.
4.5 Proxies.
Votes may be cast in person or by proxy. All proxies shall he in writing and shall be
filed with the secretary no later than twenty four (24) hours prior to the time
of the meeting and entered of record in the minutes of said meeting. No proxy shall be valid unless tile same
specifically sets forth the name of the Member voting by proxy, the name of the
person authorized to vote the proxy, the number of votes to which the proxy
applies, the date the proxy was given and is executed by all Owners of the
subject Lot. If the proxy is a limited
proxy it shall set forth the items that the holder of the proxy may vote and
the manner in which the vote is to be cast. If a proxy expressly provides, any proxy
holder may appoint, in writing, a substitute to act in the proxy's place. A substitution is not authorized if such
provision is not made. Each proxy shall
contain the date, time, and place of the meeting for which the proxy is given,
and shall be valid only for that meeting and any lawfully adjourned meetings
thereof. 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. Each
proxy shall be revocable at any time at the pleasure of the Owner(s) executing
it (subject to §720.306, Florida Statutes); however, in order for such
revocation to be effective, written notice thereof shall be given to the
secretary of the Association.
4.6 Action by Members Without Meeting.
Annual or special meetings of the Members may be held at any
time or place without notice with the written consent of all of the Members
entitled to vote.
4.7 Order of Business.
The order of business at all meetings of the Members of the
Association, where applicable, shall be as follows:
a)
Election of the chairperson of the
meeting, if required.
b)
Call of the roll and certifying of
a quorum.
c)
Proof of notice of meeting or
waiver of notice.
d)
Reading or waiver of reading of
any unapproved minutes.
e)
Reports or waiver of reports of
officers.
f)
Reports or waiver of reports of committees.
g)
Election or waiver of inspectors
of election.
h)
Election of directors.
i)
Unfinished business.
j)
New business.
k)
Adjournment.
5. DIRECTORS
5.1 Number of Directors and Terms of Service.
The business affairs of the Association shall be managed by a
Board of Directors who shall be elected by the Member(s). Said Board of Directors shall consist of at
least three (3) and not more than (7) persons of legal age. Except for directors appointed by the
Declarant, directors must be Members of the Association. The original Members of the Board of Directors
shall be those persons set forth in the Articles of Incorporation. The original Members of the Board of Directors
shall serve at the pleasure of the Declarant and may be removed and replaced by
Declarant at its sole option and discretion. Following Turnover, directors shall be elected
annually by the Members at the annual Members' meeting, and such Directors
shall serve until their successors are duly elected and qualified, until they
are removed in the manner elsewhere provided, or until they resign, whichever
first occurs. The procedure for electing
directors by the Members shall be as follows:
a)
A nominating committee of Members
may be appointed by the Board of Directors not less than sixty (60) days prior
to the annual Members' meeting. The committee shall nominate one (1) person for
each director then serving or to serve. Other nominations may be made from the
floor,
b)
The election shall be by a
plurality of the votes cast in person or by proxy, with each person voting
being entitled to cast his or her vote for each of as many nominees as there
are vacancies to be filled. There shall be no cumulative voting.
5.2 Vacancies on the Board.
In the event of a vacancy occurring in the Board of Directors
for any reason whatsoever, the remaining Directors shall elect a person to
serve as director for the unexpired portion of the term of the former director.
5.3 Removal of Directors.
A director may be removed from office, with or without cause, by
the affirmative vote of at least two thirds (2/3) of the total voting Members
at a special meeting of the Members called for that purpose. Any director appointed by the Declarant may be
removed and replaced only by the Declarant.
5.4 Compensation.
No compensation shall be paid to the directors for their
services as directors. Compensation may
be paid to a director in his or her capacity as an officer or employee or for
other services rendered to the Association outside of his or her duties as a
director. In this case, however, said
compensation must be approved in advance by the Board of Directors, and the
director to receive said compensation shall riot be permitted to vote on said
compensation. The directors shall have
the right to set and pay all salaries or compensation to be paid to officer,
employees, agents or attorneys for services rendered to the Association.
5.5 Initial Meeting.
The first meeting of a newly elected Board of Directors shall be
held within ten (10) days of election at such place as shall be fixed by the
directors at the meeting at which such directors were elected.
5.6 Regular Meetings.
Regular meetings of the Board of Directors may be held at such
time and place as shall be determined from time to time by a majority or the
Board of Directors. Notice of regular
meetings of the Board of Directors shall be given to each director, personally
or by mail, telephone or facsimile, at least three (3) days prior to the day
named for such meeting. The directors
may establish a schedule of regular meetings and no notice shall be required to
be given to directors as to such regular meetings once said schedule has been
adopted and delivered to all directors.
5.7 Special Meetings.
Special meetings of the Board of Directors may be called by the
President upon three (3) days' notice to each director, given personally or by
mail, telephone or facsimile, which notice shall state the time, place and
purpose of the meeting. Special meetings
of the Board of Directors shall be called by the President or secretary in like
manner and on like notice upon the written request of at least two (2) Members
of the Board of Directors.
5.8 Waiver of Notice.
Before, at, or after any meeting of the Board of Directors, said
directors may, in writing, waive notice of said meeting and such waiver shall
be deemed equivalent to the giving of proper notice. Attendance by a director at any meeting of the
Board shall be a waiver of any lack of notice thereof. Any statutory right to waive notice of a
Members' meeting or to take action without a meeting shall be permitted under
these Bylaws.
5.9 Quorum.
At all meetings of the Board of Directors, a majority of the
Board of Directors shall constitute a quorum for the transaction of business,
and the acts of the majority of the directors present at a meeting at which a
quorum is present shall be the acts of the Board of Directors, except where
approval by a greater number or directors is required by the Declaration, the
Articles of incorporation or these Bylaws. If at any meeting of the Board of Directors
there is less than a quorum present, the majority of those present shall be
able to adjourn the meeting from time to time. The President of the Association, or in the
President's absence, the Vice President or, in the absence of both, any
director designated by the directors, shall be the presiding officer at all
meetings of the Board of Directors. If
neither is present, the presiding officer shall be selected by majority vote of
the directors present.
5.10 Meetings Open to Members.
All meetings of the Board of Directors shall be open to all
Members, except for meetings between the Board and its attorney with respect to
proposed or pending litigation where the contents of the discussion would
otherwise be governed by the attorney client privilege. Notices of all meetings of the Board of
Directors shall be posted on the property in a conspicuous location continuing
for 48 hours prior to the meeting.
5.11 Order of Business.
The order of business at a directors' meeting, if applicable,
shall be:
a)
Election of Chairperson of the
meeting, if required.
b)
Calling of the roll.
c)
Proof of due notice of meeting.
d)
Reading or waiver of reading and disposal of
any unapproved minutes.
e)
Reports or waiver of reports of
officers and committees.
f)
Election of officers.
g)
Unfinished business.
h)
New business.
i)
Adjournment.
5.12 Powers and Duties of the Board of Directors.
All of the powers and duties of the Association existing under
the Declaration, the Articles of Incorporation and these Bylaws shall be
exercised exclusively by the Board of Directors or its managing agents, subject
only to approval by the Members of the Association when such is specifically
required. The Board of Directors shall
have all of the powers vested under common law and under Chapter 607, 617 and
720, Florida Statutes (to the extent applicable), together with any powers
granted to it pursuant to the terms of these Bylaws, the Articles of
Incorporation of the Association, and the Declaration. Such powers shall
include but not be limited to the following:
a)
To manage, operate, and administer
this Association and its interests.
b)
To make and collect Assessments
from Members for the purposes of carrying out the Association's obligations and
duties pursuant to and subject to the Declaration.
c)
To maintain, construct, improve,
repair and replace the Association's Property and interests, or the property for
which the Association has such responsibility.
d)
To hire and dismiss any personnel
regarding the maintenance, operation, and administration of the Association's
property and interests, or the property for which the Association has such
responsibility.
e)
To make, amend, arid publish rules
and regulations with respect to the use of the property operated, maintained,
administered, and/or owned or leased by the Association, and establish and
impose penalties and sanctions for any infractions thereof.
f)
To carry and pay the premium for
such insurance as may be required for the protection of the Association and the
Members thereof against any casualty or any liability.
g)
To employ a management firm at a
compensation established by the Board of Directors and to delegate to such
management firm such powers and duties as the Board shall authorize except
those as are specifically required to be exercised by the Board of Directors or
the membership.
h)
To enforce and exercise by legal
means the provisions of the Declaration, these Bylaws, the Articles of
Incorporation of this Association and the rules and regulations of the
Association.
i)
To pay any taxes or special
assessments on any lands owned, operated, or maintained by the Association.
j)
To grant easements to any person
with respect to properties owned by the Association, and to lease to any person
properties owned by the Association.
k)
To do all things that the
Declaration contemplates or infers to be handled by the Association.
6. OFFICERS
6.1 Officers and Elections.
The principal officers of the Association shall be a President,
a Vice President, a Secretary, and a Treasurer, all of whom shall be elected
annually by the Board of Directors. Any person may hold two or more offices. The Board, may, from time to time, appoint
such other officers, and designate their powers and duties, as the Board shall
find to be required to manage the affairs of the Association. If the Board so determines, there may be more
than one Vice President. The officers of
the Association shall be elected annually by the Board at the annual meeting of
the Board of Directors and shall hold office until their successors shall be
duly elected and qualified, or until they are removed or until they resign,
whichever first occurs.
6.2 Removal of Directors.
By an affirmative vote of the majority of the Members of the
Board of Director(s), any officer may be removed, either with or without cause,
and his or her successor elected by an affirmative vote of the majority of the
Board of Directors at any regular meeting of the Board or at any special
meeting of the Board called for such purpose.
6.3 President.
The President shall be the chief executive officer of the
Association and shall preside at all meetings of the Members and of the Board
of Directors. He or she shall have all
of the general powers and duties which are usually vested in the office of
president of a corporation including, but not limited to, the power to appoint
committees among the Members from time to time as the President may deem
appropriate to assist in the conduct of the affairs of the Association.
6.4 Vice President.
The Vice President shall perform all of the duties of the
President in the President's absence and shall assist the President and exercise
such other duties as may be required of him or her from time to time by the
Board of Directors.
6.5 Secretary.
The Secretary shall process all membership applications, issue
notices of all meetings of the Board of Directors and meetings of the membership,
and shall attend and keep minutes of the same. The Secretary shall have charge of all
corporate books, records and papers, except those of the Treasurer. He or she shall be custodian of the corporate
seal. The Secretary shall have the
authority to attest, with his or her signature and press of the Association
seal, all contracts or other documents required to be signed on behalf of the
Association and shall perform all other such duties as are incident to the
office. The duties of an assistant secretary,
if an assistant secretary is elected, shall be the same as those of the
Secretary in the absence of the Secretary.
6.6 Treasurer.
The Treasurer shall have the responsibility for Association
funds and securities and shall be responsible for keeping full and accurate
accounts of all receipts and disbursements in books belonging to the
Association. The Treasurer shall be
responsible for the deposit of monies and other valuable effects in the name
and to the credit of the Association in such depositories as may from time to
time be designated by tile Board of Directors. The duties of an assistant treasurer, if an
assistant treasurer is elected, shall be the same as those of the Treasurer in
the absence of the Treasurer.
6.7 Vacancies.
Any vacancy in the office of President, Vice President,
Treasurer or Secretary, or any other office, may be filled by the Board of
Directors who may elect a successor to the vacant office at any regular or
special meeting, and such successor shall hold office for the balance of the
unexpired term.
7. FINANCIAL MATTERS
7.1 Accounts.
The funds of the Association shall be deposited in such banks or
depositories as may be determined by Board of Directors from time to time upon
resolutions approved by the Board of Directors, and shall be withdrawn only
upon checks and demands for monies signed by such officer or officers of the
Association or other person as may be designated by the Board of Directors.
7.2 Fiscal Year.
The fiscal year of the Association shall begin on the first day
of January of each year; provided, however, that the Board of Directors is
expressly authorized to change to a different fiscal year at such time as the
Board of Directors may deem advisable.
7.3 Financial Reporting.
The Board of Directors shall prepare an annual financial report
within sixty (60) days after the close of the fiscal year and provide each
member with a copy of the report. Written
notice that a copy of the financial report is available upon request at no
charge to the Member. The financial
report must consist of either:
a)
Financial statements presented in conformity
with generally accepted accounting principles; or
b)
A financial report of actual
receipts and expenditures, cash basis, which report must show:
(1) The amount of receipts and
expenditures by classification;
(2) The beginning and ending cash balances
of the Association.
7.4 Roster and
Estoppel Letters.
The Board of Directors of the Association shall maintain an
assessment roll in a set of accounting books in which there shall be an account
for each Lot. Each account shall
designate the name and address of the Member(s,), the amount of each assessment
against the Member(s), the dates and amounts in which the assessments become
due, the amounts paid upon the account, and the balance due upon the
assessments. The Secretary of the
Association shall maintain a register in the Association office showing the names
and addresses of Members. It shall be
the obligation of the individual Members to advise the Secretary of the
Association of any change of address, or of any change of ownership. The Association, for purposes of notification,
shall have the right to rely upon the last given address of each of the Members
as set forth in said register. The Board
of Directors shall issue, or cause to be issued, upon demand by a Member, a
certificate representing the status of assessments pertaining to said Member. A reasonable charge may be charged by the
Association for the issuance of said certificate.
7.5 Regular Assessments.
Regular Assessments against the Members shall be made for the
fiscal year annually in advance on or before the 20th day of the month preceding
the first month of the fiscal year for which the assessments are made, or on a
monthly, quarterly, or semiannual basis, whichever is deemed appropriate by the
Board of Directors for a particular year. Such assessments shall be due and payable as
directed by the Board of Directors. If
an annual budget is not made as required, the assessment(s) shall be presumed
to be in the same amount(s) as the last prior fiscal year until changed by an
amended assessment. All Assessments paid
by Members of the Association shall be utilized by the Association for the
purposes enumerated in the Declaration, the Articles of Incorporation and/or
these Bylaws.
7.6 Budget.
The Board of Directors shall adopt an annual budget on or before
December 15th each year for the following calendar year, which budget shall be
detailed and shall show the amounts budgeted by accounts and expense
classifications, and shall contain estimates of the cost of operating and
maintaining the Association.
7.7 Fidelity Bond.
The Board of Directors may, at its option, require that a
fidelity bond be obtained for all officers and employees of the Association
handling or responsible for Association funds. The amount of such bond shall be determined by
the Board of Directors and the premium on such bond shall be paid by the
Association as an item or general expense.
7.8 Member's Liability.
Termination of membership in the corporation shall not relieve
or release any such former Member from any liabilities or obligations incurred
under or in any way connected with the Association during the period or an
Owner's membership, or impair any rights against such former Member arising out
of, or in any way connected with, such membership and the covenants arid
obligations incident thereto.
8. RULES AND REGULATIONS
The Board of Directors shall have the
authority to adopt reasonable rules and regulations governing the use and
operation of the Common Areas. Such
rules and regulations shall not conflict with the terms of the Declaration. Copies of such rules and regulations shall be
delivered to an Owner upon written request to the Association.
9. AMENDMENTS
These Bylaws may be amended from time to time
by resolution adopted by a majority of the Board of Directors and approved by a
majority vote of all Members, subject to the following restrictions:
a)
As long as the Declarant is a Class B Member,
each amendment of these Bylaws must first be approved in writing by the
Declarant.
b)
No amendment of these Articles
shall be effective which impairs or dilutes any right or title of a Member
vested in the Member under a deed or other recorded instrument applicable to
the Lot owned by such Member unless made in accordance with provisions of such
deed of instrument.
c)
No amendment shall conflict with
the Declaration or the Articles of Incorporation of the Association.
THE FOREGOING WERE DULY APPROVED AS THE BYLAWS
OF ULTIMATE SKI LAKE HOMEOWNERS ASSOCIATION, INC., A FLORIDA CORPORATION NOT
FOR PROFIT, AT THE FIRST MEETING OF THE BOARD OF DIRECTORS. Ruth Ann McBride,
as Secretary
Articles of Incorporation:
ARTICLES OF
INCORPORATION FOR ULTIMATE SKI LAKE HOMEOWNERS ASSOCIATION, INC.
(A Corporation
Not for Profit)
The undersigned
hereby associate themselves for the purpose of forming a corporation not for
profit under Chapter 617, Florida Statutes, and certify as follows:
ARTICLE 1 Name
The name of the
corporation is: ULTIMATE SKI LAKE HOMEOWNERS ASSOCIATION, INC. (the
"Association"). The address of
the corporation's principal office is 5180 Harborage Drive, Ft. Myers, Florida
33908, and the mailing address of the corporation is 5180 Harborage Drive, Ft.
Myers, Florida 33908.
ARTICLE 2 Purpose
The purpose for
which the Association is organized is to provide an entity pursuant to Chapter
720, Florida Statutes, for the operation of ULTIMATE SKI LAKE, a community
located in Lee County, Florida. The
Association is organized and shall exist on a non stock basis as a corporation
not for profit under the laws of the State of Florida, and no portion of any
earnings of the Association shall be distributed or inure to the private
benefit of any member, director or officer of the Association. For the accomplishment of its purposes, the
Association shall have all of the common law and statutory powers and duties of
a corporation not for profit, except as limited or modified by these Articles, By-laws
and the Declaration, or Chapter 720, Florida Statutes, as they may hereafter be
amended from time to time, including but not limited to, the following:
1
To exercise all the powers and
privileges and to perform all of the duties and obligations of the Association
as set forth in the Declaration;
2
To acquire, construct,
reconstruct, improve, maintain, repair, replace, operate, convey or otherwise
deal with the property and improvements of every nature or kind constituting
the Common Areas;
3
To fix establish, levy and collect
assessments against members of the Association as contemplated by the
Declaration to defray the costs, expenses and losses of the Association, and to
use the proceeds of assessments in the exercise of its powers and duties.
4
To operate, without pecuniary
profit, for the benefit of its Members in accordance with the Declaration;
5
To pay all taxes and other
assessments which are liens against the Association or the Common Areas;
6
To make, amend and enforce
reasonable rules and regulations governing the use and operation of the
property covered by the Declaration;
7
To sue and be sued and appear and
defend in all actions and proceedings in its corporate name to the same extent
as a natural person;
8
To contract for the management and
maintenance of ULTIMATE SKI LAKE and to delegate any powers and duties of the
Association in connection therewith, except such as are specifically required
by the Declaration or Chapter 720, Florida Statutes, to be exercised by the
Board of Directors or the membership of the Association.
9
To purchase insurance upon the
Common Areas and Association Property for the protection of the Association and
its members.
10
To reconstruct improvements after
casualty and to make further improvements of the property on the common areas
only.
11
To employ accountants, attorneys,
architects, and other professional personnel to perform the services required
for proper operation of the community.
12
To enter into agreements, to
acquire leaseholds, memberships, and other possessory or use interests in lands
or facilities such as country clubs, golf courses and other recreational
facilities. It has the aforementioned
powers, whether or not the lands or facilities are contiguous to the lands of
the community, if they are intended to provide enjoyment, recreation or other
use or benefit to the Owners.
13
To borrow or raise money for any
of the purposes of the Association, and from time to time without limitation as
to amount, to draw, make, accept, endorse, execute and issue promissory notes,
drafts, bills of exchange, warrants, bonds, debentures and other negotiable
instruments and evidences of indebtedness; and to secure the payment of any
thereof, and of the interest thereon, any mortgage, pledge, conveyance or
assignment in trust, of the whole or any part of the rights or property of the
Association, whether at the time owned or thereafter acquired.
14
To acquire title to property or
otherwise hold, convey, lease and mortgage Association Property for the use and
benefit of its members. All funds and
the title to all property acquired by the Association shall be held for the
benefit of the members in accordance with the provisions of the Declaration,
these Articles of Incorporation and the Bylaws.
ARTICLE 3
Membership
Every Owner, and
the Declarant, so long as they own Lots, shall be members of the Association. Membership shall be appurtenant to and may not
be separated from ownership of a Lot which is subject to assessment by the
Association, pursuant to the Declaration. Members' rights, powers, duties and privileges
shall be as set forth in these Articles, the Bylaws adopted by the Association,
and the Declaration. The Association
shall have two (2) classes of membership, as follows:
1 . Class A.
Class A members shall consist of all Owners of Lots within
ULTIMATE SKI LAKE other than the Class B member.
2. Class B.
The Class B member shall be the Declarant. Unless the Declarant earlier terminates this
membership, the Class B membership shall terminate upon Turnover or Declarant's
earlier termination, and be converted to Class A membership.
ARTICLE 4 Voting
1 . Class A Member.
Upon Turnover, Class A members shall be entitled to elect a
majority of the members of the Board of Directors of the Association.
2. Class B Member.
Until Turnover, or until the Declarant earlier terminates this
Class B membership, the Class B member shall be entitled to elect all members
of the Board of Directors of the Association. Thereafter,
the Declarant shall be entitled to elect at least one (1) member of the Board
as long as Declarant holds for sale in the ordinary course of business at least
five (5%) percent of the Lots in all phases of the Community.
3. Joint Ownership Corporations.
Voting rights may be exercised by a member or the member's
spouse, subject to provisions of the Declaration and the Bylaws. In any situation where more than one person
holds an interest in a Lot, the vote for the respective Lot shall be exercised
by any such person; provided, however, the persons holding the interest in the
Lot can notify the secretary of the Association, in writing, prior to or during
any meeting of the manner in which the vote for the Lot is to be exercised, and
in the absence of such notice, the Lot's vote shall be suspended if more than
one person seeks to exercise it. The
voting rights of a member that is a corporation, partnership or other entity
shall be exercised by the individual designated from time to time by the owner
in a written instrument provided to the secretary, subject to the laws of the
State of Florida.
ARTICLE 5 Term
The term of the
Association shall be perpetual.
ARTICLE 6 Bylaws
The Bylaws of the
Association shall be adopted by a majority vote of the directors. Thereafter, the Bylaws may be altered, amended
or rescinded only in the manner provided for in the Bylaws. Such alteration, amendment or rescission of
the Bylaws may not be adopted and shall not become effective without the prior
written consent of Declarant for as long as it is a member.
ARTICLE 7
Amendments
Amendments to
these Articles may be effected from time to time by resolution adopted by a
majority of the Board of Directors and approved by a majority vote of all
members, subject to the following restrictions:
1 . As long as
the Declarant is a Class B member, each amendment of these Articles must be first
approved in writing by the Declarant.
2. Upon any
amendment or amendments to these Articles being proposed by said Board or
Owners, such proposed amendment or amendments shall be submitted to a vote of
the members not later than the next annual meeting for which proper notice can
be given.
3. Except as
otherwise required for by Florida law, these Articles of Incorporation may be
amended by a majority vote of the members at any annual or special meeting, or
by approval in writing of a majority vote of the members without a meeting,
provided that notice of any proposed amendment has been given to the members of
the Association.
4. An amendment
shall become effective upon filing with the Secretary of State and recording a
certified copy in the Public Records of Lee County, Florida.
ARTICLE 8 Board of Directors
The initial Board
of Directors shall consist of three directors appointed by Declarant. The names
and addresses of the initial directors are:
1 . Ruth Ann
McBride 5180 Harborage Drive Naples, Florida 33908
2. Tom White
17340 Carnegie Circle, #103 B Ft. Myers, Florida 33912
3. David Inskip
1729 Bay Street Naples, FL 34112
The number of
directors may be either increased or decreased from time to time in accordance
with the the Bylaws but shall never be less than three (3) nor more than seven
(7). At the first annual meeting after
Turnover and at each annual meeting thereafter the members shall elect
directors for terms as set forth in the Bylaws. Except for directors appointed by Declarant,
directors must be Members of the Association. Any director appointed by Declarant shall
serve at the pleasure of Declarant, and may be removed and replaced by
Declarant, at its sole option and discretion.
ARTICLE 9
Officers
The Board of
Directors may elect officers from among its members. The officers of the Association shall be the
President, a Secretary, a Treasurer, and such other officers and assistant
officers as may be decided upon and elected by the Board of Directors. The same person may hold two or more offices. The term of each office shall be one (1) year
or until their successors are elected or appointed as provided in the Bylaws. The initial officers of the Association who
are to serve until their successors are elected or appointed as provided in the
Bylaws are as follows:
Ruth Ann McBride President
Ruth Ann McBride Secretary
Ruth Ann McBride Treasurer
ARTICLE 10
Indemnification
To the fullest
extent permitted by Florida law, the Association shall indemnify and hold
harmless every director and every officer of the Association against all
expenses and liabilities, including attorneys' fees, actually and reasonably
incurred by or imposed on him or her in connection with any legal proceeding
(or settlement or appeal of such proceeding) to which he or she may be a party
because of their being or having been a director or officer of the Association.
The foregoing right of indemnification
shall not be available if a judgment or other final adjudication establishes
that their actions or omissions to act were material to the cause adjudicated
and involved:
1. Willful
misconduct or a conscious disregard for the best interests of the Association,
in a proceeding by or in the right of the Association to procure a judgment in
its favor.
2. A violation
of criminal law, unless the director or officer had no reasonable cause to
believe their action was unlawful or had reasonable cause to believe their
action was lawful.
3. A transaction
from which the director or officer derived an improper personal benefit.
4. Wrongful
conduct by directors or officers appointed by the Declarant, in a proceeding
brought by or on behalf of the Association. In the event of a settlement, the right
to indemnification shall not apply unless the Board of Directors approves such
settlement as being in the best interests of the Association. The foregoing
rights of indemnification shall be in addition to and not exclusive of all
other rights to which a director or officer may be entitled.
ARTICLE 11
Incorporator
The name and
address of the incorporator of ULTIMATE SKI LAKE HOMEOWNERS ASSOCIATION, INC.,
is:
Name: RuthAnn
McBride
Address: 5180
Harborage Drive Ft. Myers, Florida 33908
ARTICLE 12
Registered Agent
and Registered Office
The initial
registered agent and registered office of the Association shall be: Gary K.
Wilson, Esquire Porter, Wright, Morris & Arthur, LLP 5801 Pelican Bay
Boulevard, Suite 300 Naples, Florida 34108 IN WITNESS WHEREOF, the incorporator
has executed these Articles of Incorporation, this ________________________ of
___________________, 2005.
____________________________________________
RuthAnn McBride
ACCEPTANCE OF
REGISTERED AGENT
Having been named
to accept service of process for ULTIMATE SKI LAKE HOMEOWNERS ASSOCIATION, INC.
at the place designated in the Articles of Incorporation, the undersigned is
familiar with and accepts the obligations of that position pursuant to section
607.0501(3), Florida Statutes.
--------------------------------------------------------
Gary K. Wilson
Date:
________________________________, 2005
