By-Laws of Whispering Oaks Homeowners Association, Inc.
Table of Contents
This corporation shall be known as Whispering Oaks Homeowners Association, Inc.
The objects of this corporation are as follows:
To provide an entity, which pursuant to "Notice of Restrictions and Agreement of Maintenance" which are recorded in the Public Records of Seminole County, Florida, P. R. Book 1366-0500 commencing on page 251, November 23, 1981:
- Shall provide for the maintenance, preservation, and architectural control of the Development known as Whispering Oaks, a platted development constructed upon the following described real property located in Oviedo, Seminole County, Florida and described as follows:
Whispering Oaks, Seminole County, Florida, according to the Plat thereof as recorded in Plat Book 24, page 18, of the public records of Seminole County, Florida.
- To accept and hold legal title to the "Common Areas" as delineated on the plat of Whispering Oaks, and such other property as shall be deeded to the corporation, for the use and benefit of its members, subject to the rights, obligations, and restrictions set forth in the "Restrictions."
- To fix, levy, collect, and enforce payment by any lawful means, all chargers or assessments pursuant to the terms of the restrictions and bylaws; to pay all expenses in connection therewith and all office and other expenses incident to the conduct of the business of the Association, including all licenses, taxes, or governmental charges levied or imposed against the property of the Association;
- To acquire (by gift, purchase, or otherwise), own, hold, improve, build upon, operate, maintain, convey, sell, lease, transfer, dedicate for public use, or otherwise dispose of real or personal property in connection with the affairs of the Association;
- To borrow money, to mortgage, pledge, deed in trust, or hypothecate any or all of its real or personal property as security for money borrowed or debts incurred; and
- To have and to exercise any and all powers, rights, and privileges which a corporation organized under the non-profit corporation law of the State of Florida by law may now hereafter have or exercise.
There are two classes of voting membership in the corporation, Class A and Class B. Class A members shall be all owners of a fee simple interest, either individually or jointly with another, in a lot in the subdivision. Members ship shall be appurtenant to the lot, and such ownership shall be the sole qualification for membership. Each member shall be entitled to one vote in the affairs of the corporation. Joint members shall exercise only one vote, it being understood that only one vote per lot shall be cast in matters requiring membership approval. Class B members consist of the Developer of the subdivision, who is entitled to three votes for each lot in which it continues to hold a fee simple interest. After the expiration of seven years from the date of incorporation, Class B membership shall cease, and Class B memberships remaining at that time shall be converted to Class A memberships.
The annual meeting of the membership of this corporation shall be held at various sites in Whispering Oaks during the month of January. One of the purposes of the annual meeting shall be the election of the Board of Directors of the ensuing year, all of whom shall take office immediately following election.
In addition, there shall be a meeting of the Membership at the same location as the annual meeting, or such other location as the Board of Directors may designate, during the month of July.
Special meetings of the membership may be held at the call of the President or by a written request of 51 percent of the members, which request shall state with particularity the reason for the meeting to be called.
At least 10 days notice in writing of each meeting, whether annual, regular, or special, shall be mailed to each member of the corporation at his usual place of residence, or such other place specifically designated by a member for receiving such notices.
The order of Business at any meeting of the membership shall be as follows:
- Roll Call
- Reading of Notice of Meeting
- Reading of Minutes of Previous Meeting
- Report of President
- Report of Treasurer
- Report of Secretary
- Reports of Committees
- Election of Directors (at annual meeting only)
- Transaction of Other Business Mentioned in the Notice
- Adjournment
A majority of the members shall constitute a quorum for the transaction of business, but if at any meeting there shall be less than a quorum, a majority of those present may adjourn the meeting from time to time and place to place.
Every member of the corporation, in good standing, shall have the right and be entitled to one vote, in person or by proxy, upon every proposal properly submitted to vote at any meeting of the corporation.
The business, property, and affairs of this corporation shall be managed by a Board of Directors composed of five (5) persons who shall be members of this corporation. Each director shall hold office for the term for which he is elected and until his successor is elected and qualified.
The Board of Directors shall consist of the duly elected officers of the Corporation, plus an additional member elected at large from the membership. Directors shall serve one year terms, and are eligible for reelection.
The Board of Directors shall transact all business of the Corporation. It shall determine the policies, fiscal matters, employment of staff, and other personnel policies and in general assume responsibility for the guidance of the affairs of the corporation.
The presence of a majority of all the Directors shall be necessary at any meeting to constitute a quorum to transact business. The act of a majority of Directors present at a meeting when a quorum is present shall be the act of the Board of Directors.
Annual meetings of the Board of Directors shall be held immediately following the annual meeting of the members each year, at such times thereafter as the Board of Directors may fix, and at other times upon the call of the President or by a majority of the Directors. Notice of each special meeting shall be given by the Secretary to each Director not less than five days before the meeting, unless each Director shall waive notice thereof before, at, or after the meeting.
Vacancies in the Board of Directors shall be filled by election by the remaining directors. Each person so elected to fill a vacancy shall remain a director until his successor has been elected by a vote of the membership present, who may make such election at the next annual meeting, or at any special meeting duly called for that purpose and held prior thereto.
The Board of Directors, at their annual meeting, shall elect a President, a Vice President, a Secretary, and a Treasurer. The board of Directors shall have the power to appoint such other officers and employees as the Board may deem necessary for the transaction of the business of the corporation. The Board shall have the power to fill any vacancy in any office, occurring for any reason whatsoever.
Any Director, officer, and/or employee may be removed by the Board of Directors whenever, in the judgement of the Board, the best interests of the corporation will be served thereby, by a majority vote of the Board of Directors. Failure to attend three regular consecutive meetings without a valid excuse shall constitute cause for the removal of a Director.
For any reason deemed sufficient by the Board of Directors, the Board may delegate any power or duty of any officer or Director to any other officer or Director, but no officer or Director shall execute, acknowledge, or verify any instrument in more than one capacity.
All investments of funds of the corporation shall be first approved by the Board.
The President and Treasurer shall present their respective reports of the operation of the corporation for the preceding year, at the annual meeting of the Board of Directors or the membership.
The officers of the Board of Directors shall be the officers for this corporation. They shall consist of the President, Vice President, Secretary, and Treasurer, all of whom shall be members of the Board of Directors. Each officer shall be elected to hold office for a period of one year.
- The President shall:
- Preside at all meetings of the Board of Directors;
- Make all committee appointments other than the Nominating Committee;
- Be a member ex-officio of all committees;
- Perform all other duties usually pertaining to the office of President.
- The Vice President shall:
- Preside at all meetings of the Board of Directors and at all meetings of the membership in the absence of the President;
- Perform all such other duties usually pertaining to the office of the First Vice President.
- The Treasurer shall:
- Be custodian of all funds and securities of the corporation and collect interest thereon;
- Keep a record of the accounts of the corporation and report thereon at each regular meeting of the Board of Directors;
- Make a report at the Annual Meeting and special reports when requested;
- Deposit all moneys of the corporation in the name of this corporation, in a bank or banks selected and designated by the Board of Directors, subject to withdrawal for authorized purposes, upon the joint signatures of two of the officers of the corporation, one of whom shall be the Treasurer and the other of whom shall be the President or Vice President;
- Give bond in such amount as the Board of Directors may require, the corporation to pay the premium for such bond;
- Prepare and file reports and returns required by all governmental agencies.
- The detailed bookkeeping shall be performed by a qualified bookkeeper.
- All securities and other valuable papers shall be placed in a safety deposit box or vault, designated by the Board of Directors, which may be opened only upon the joint signatures of two of the officers of the corporation, one of whom shall be the Treasurer and the other of whom shall be the President or Vice President.
- The Treasurer"s accounts and the bookkeeper's records shall be audited annually by a firm of public accountants at the expense of the corporation.
- The Secretary shall:
- Record the minutes of all meetings;
- Write up the minutes the day following the meeting;
- Confer with the President for possible omissions;
- Send duplicate copy of the minutes to the President;
- Have custody of the seal of the corporation;
- Give notices of all meetings required by statutes, by-laws, or resolutions;
- Take attendance record at meetings;
- Maintain committee reports;
- Carry on all necessary correspondence of the corporation;
- Perform such duties as may be delegated to him by the Board of Directors and by the Executive Committee. The secretary may utilize the services of a recording secretary to assist in the performance of these functions.
The President shall appoint a chairman of the Nominating Committee at the regular meeting of the Board of Directors held in December of each year. The board of Directors may select additional members for this committee and report of a slate of officers for the ensuing year shall be made at the annual meeting. Additional nominations for officers may be made from the floor. No officer shall be nominated by the Nominating Committee without first having obtained approval of the nominaee prior to submission of the report.
With the exception of the Nominating Committee, the membership of which is provided by theses by-laws, the President, within one month after his election, shall make appointments to all appointive committees and the chairman of each such committee from the membership of the Board of Directors. In addition to the standing committees hereinafter established, the President may appoint special committees, as the need arises. Each committee shall consist of at least three, one of whom must be a member of the Board of Directors. The standing committees shall be as follows:
- Maintenance and Grounds Committee
- This committee shall be responsible for the planning, upkeep, and maintenance of the grounds, building and equipment.
- It shall plan for future expansion and shall develop and utilize all existing facilities.
- Architectural Control Committee
- This committee shall be responsible for approving all buildings and structures on any lot within the subdivision, or any alterations to existing buildings and structures. Approval shall include consideration of the quality of workmanship and materials proposed for use, and for the harmony of external design with existing structures, and location with respect to topography and finish grade elevation.
- The committee shall exercise such further powers and responsibilities as required of them pursuant to the restrictions of record.
- Capital Improvements Committee
- This committee shall be responsible for planning and recommending capital improvements to the common areas of the subdivision.
- Audit Committee
- The Audit Committee shall be responsible for auditing or causing an audit of the accounts of the Corporation, and to provide a report of such audits at the annual meeting of the Corporation, or such other times as directed by the Board of Directors.
The fiscal year of the corporation shall be the calendar year.
"Robert's Rules of Order" shall be the parliamentary authority for all matters of procedure not specifically covered by these by-laws.
The Board of Directors may later amend, revise, add to, repeal, or rescind these by-laws and/or adopt new by-laws at pleasure by a majority vote to all the members of the Board of Directors at any meeting of the Board of Directors, provided that notice of the proposed alteration, amendment, revision, addition, repeal, or rescission of the by-laws or adoption of new by-laws shall have been given at least fifteen (15) days preceding the meeting.
Adopted at special meeting of members 7/4/1985.
John P. Goree, President