BYLAWS OF COPPER HILL FOUR HOMEOWNERS ASSOCIATION, INC.

A corporation not for profit under the laws of the state of Florida

 

ARTICLE I

IDENTITY

 

These are the Bylaws of the Copper Hill Four Homeowners

Association, Inc. , hereinafter called the "Association", a

corporation not for profit under the laws of the state of Florida ,

the Articles of Incorporation of which were filed in the office of

the secretary of state on August 2 9, 1990.

The Association has been organized for the purpose of

performing the functions outlined in the covenants, conditions and

restrictions as may be recorded, for all phases of Copper Hill Unit

Four, a subdivision located in Duval County, Florida ("the

subdivision"), including any amendments thereto (the "covenants"),

and specifically for the purpose of the continual maintenance and

. ... . .

cleaning of the storm and/or surface water management systems

required by the St. Johns River Water Management District or other

applicable rules and regulations.

The Members of the Association shall be all lot owners, as

more particularly defined in t he covenants.

Initially , the office of the Association shall be at 3030

Hartley Road , #290 , Jacksonville , Florida , 32257 , but may be

changed from time to time , and meetings of Members and Directors

may be held at such places within the state of Florida as may be

designated by the Board of Directors.

The fiscal year of the Association shall be the calendar year.

The seal of the Association shall bear the name of the

corporation , the word "Florida", the words "Corporation not for

profit", and the year of incorporation. The seal shall be in the

following form:

 

ARTICLE II

MEMBERS MEETINGS

 

A. Annual meeting. For so long as there is a Class B

member , annual meetings shall not be required but may be held at

the discretion of the Class B member.

At the termination of Class B membership, the members shall

meet for the purpose of electing directors and transacting

business and determining when subsequent annual meetings shall

be held.

B. Special Meetings. Special meetings of the members shall

be held whenever called by the President or Vice President or by a

majority of the Board of Directors, and must be called by such

officers upon receipt of a written request from members entitled to

cast one-third (1/3) of the votes of the entire membership. At a

special meeting of the Members, the Association may only conduct

that business and address those matters that were stated in the

notice of the special meeting to be the purpose thereof.

C. Notices. Notice of all members' meeting stating the time

and place and the object for which the meeting is called shall be

given by the President or Vice President or Secretary unless waived

in writing by all of the members. Such notice shall be in writing

to each member at his address as it appears on the books of the

Association and. shall be mailed within the time frame as provided

in the covenants. Proof of such mailing shall be given by the

affidavit of the person giving the notice.

D. Quorum. A quorum at members' meetings shall be as

provided in the covenants.

E. Voting Rights. The voting rights of the members shall be

as specified in the covenants.

F. Proxies. Votes may be cast in person or by proxy. A

proxy may be made by any person entitled to vote and shall be valid

only for the particular meeting designated in the proxy and must be

filed with the Secretary before the appointed time of the meeting

or any adjournment of the meeting. Every proxy shall be revocable

and shall automatically cease upon conveyance by the member of his

Lot.

 

G. Adjourned meetings may be rescheduled as provided in the

covenants.

 

H. Written Consent and Joinder. In the event that any action

is authorized to be taken by the Members at a meeting, It shall be

permissible to approve such action by a written consent and joinder

by the proportion of Members required to approve such action;

provided, however, that notice of the Association's intent to seek

written consent and joinder shall be sent to all Members in

accordance with the notice provision herein.

I. Proviso. Provided, however, that until the Developer

(Class B member) of the subdivision has completed all of the

contemplated improvements and closed the sales of all of the lots,

or until the Developer elects to terminate its control of the

Association, whichever shall occur first, the proceedings of all

meetings of members of the Association shall have no effect unless

approved by the Board of Directors, which approval shall not be

unreasonably withheld.

 

ARTICLE III

DIRECTORS

 

A. Governing Body. The affairs of the Association shall be

governed by a Board of Directors. Except as provided in paragraph

B of this Article, the Directors must be owners and reside in the

subdivision

B. Directors Appointed by Declarant. The Directors shall be

governed by a Declarant, acting in its sole discretion and shall

serve at the pleasure of the ‘Declarant, so long as the Class B

membership exists as set forth in t he Declaration, unless the

Declarant shall earlier surrender this right to select Directors.

The Directors selected by the Declarant need not be Owners or

residents in the subdivision. The names of the initial Directors

selected by the Declarant are set forth in the Articles of

Incorporation of the Association.

C. Number. The Board shall initially consist of three (3)

members. After the Class B membership ceases, the Board shall

consist of no less than three members who shall be elected by the

membership at large at the annual meetings.

D. Term. The Directors appointed by the Class B member shall

serve at its pleasure. The term of office of Directors elected by

Class A members shall be the calendar year following his election

and subsequently until his successor is duly elected and qualified

or until he is removed in the manner elsewhere provided.

 

E. Removal. Any Director elected by the Class A members may

be removed from the Board, with or without cause, by a majority

vote of the Class A members of the Association. In the event of

death, resignation or removal of a Director, his successor shall be

selected by the remaining Directors and shall serve until the next

annual meeting of the members.

F. Compensation. No Director shall receive compensation for

any service he may render to the Association. However, a Director

maybe reimbursed for his actual expenses incurred in the

performance of his duties.

G. Election. Election to the Board of Directors shall be by

secret written ballot. At such election, the Class A members or

their proxies may cast in respect to each vacancy, as many votes

as they are entitled to exercise under the provisions of the

Declaration. The person receiving , t he largest number of votes

shall be elected. Cumulative voting shall not be permitted.

H. Proviso. The Declarant shall have veto power on any act

of the Board of Directors which affects the marketability of any

units still owned by the Declarant.

 

ARTICLE

 

MEETINGS OF DIRECTOBS

 

Directors appointed by Class B member:

A. The Directors meetings shall be scheduled by the Directors

at their discretion.

Directors elected by C1ass A members:

A. Organization Meeting. The first meeting of the members of

a newly elected Board of Directors shall be held within t en (10)

days of their election at such place and time as shall be fixed by

the Directors at the meeting at which they were elected, and no

further notice of the organization meeting shall be necessary.

B. 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 of t he Directors.

C. Special Meetings. Special meetings of the Directors may

be called by the President and must be called by the Secretary at

the written request of one-third (1/3) of the Directors. Not less

than three (3) days notice of the meeting shall be given personally

 

or by mail, telephone or telegraph, which notice shall state

the time , place and purpose of the meeting.

D. Waiver of Notice. Any Director may waive notice of a

meeting before or after the meeting and such waiver shall be deemed

equivalent to the giving of notice.

E. Quorum. A quorum at a Director's meeting shall consist of

a majority of the entire Board of Directors. The acts approved by

a majority of those present at a meeting at which a quorum is

present shall constitute the acts of the Board of Directors, except

when approval by a greater number of Directors is required by the

Articles of Incorporation or the Covenants or these By-laws.

F. Adjourned Meetings. If at any meeting of the Board of

Directors there be less than a quorum present, the majority of

those present may adjourn the meeting from time to time until a

quorum is present. At any adjourned meeting any business that

might have been transacted at the meeting as originally called may

be transacted without further notice.

G. Action Taken without a Meeting. The Board of Directors

may take any action without a meeting which it could take at a

meeting by obtaining the written consent and joinder of all

Directors. Any action so taken sha11 have the same effect as

though taken at a meeting of the Directors.

H. Joinder in Meeting by Approval of Minutes. The joinder of

a Director in the action of a meeting by signing and concurring in

the minutes of that meeting shall constitute the presence of such

Director for the purpose of determining a quorum.

I. Presiding Officer. The presiding officer at a Directors’

meeting shall be the Chairman of the Board if such an officer has

been elected; and, if none, the President shall preside. In the

absence of the presiding officer, the Directors present shall

designate one of their number to preside.

ARTICLE V

 

POWER AND DUTIES OF BOARD OF DIRECTORS

Subject to the provisions of the Covenants, the Board of Directors

shall have the following powers and duties:

A. 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 in the Covenants or

 

Articles of Incorporation, and specifically comply with all

requirements of the surface and stormwater management permits;

B. 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 of the Board of Directors;

C. Employ a manager, an independent contractor, or such

other employees as the Board deems necessary, and to prescribe the

duties and compensation of any such employee, and to provide for

the purchase of equipment, supplies and material to be used by such

personnel in the performance of their duties;

D. Prepare and adopt an annual budget in which there shall

be established the contribution of each Owner to the common

expenses, subject to the provisions in the covenants;

E. Make assessments to defray the common expenses, establish

the means and methods of collecting such assessments, and establish

the period of the installment payments of the annual assessment,

send written notice of each assessment to every owner subject

thereto, and to file and foreclose liens against any property for

which assessments are not paid, all as provided in the covenants;

F. Provide for the operation, care, upkeep and maintenance

of all areas which are the maintenance responsibility of the

Association, as set forth in the covenants;

G. Collect the assessments, depositing the proceeds thereof

in a bank depository which it shall approve and using the proceeds

to administer the Association;

H. Open bank accounts on behalf of the Association and

designate the signatories required;

I. Enforce by legal means the provisions of the Covenants

and these Bylaws, and bring any proceedings which may be instituted

on behalf of or against the Owners concerning the Association;

J. Pay the cost of all services rendered to the Association

or its members which are not directly chargeable to Owners;

K. Keep Books with detailed accounts of the receipts and

expenditures affecting the Association and its administration, and

specify the maintenance and repair expenses and any other expenses

incurred, which books and records shall be open for inspection by

 

any of the members at reasonable times and upon reasonable notice.

L. Contract with any person or entity for the performance of

various duties and functions;

M. Supervise all officers, agents and employees of the

Association, and to see that their duties are property performed;

N. Cause any or all officers or employees having fiscal

responsibilities to be bonded, as the Board may deem appropriate;

O. To present to the members at the annual meeting, or at

any special meeting when such statement is requested in writing by

one-fourth (1/4) of the Class A members who are entitled to vote,

a statement of all acts and corporate affairs;

P. To oversee the common areas, enforce rules and

regulations, and such other duties relating to the common areas as

may be necessary from time to time. .

 

ARTICLE VI

 

OFFICERS AND THEIR DUTIES

 

A. Enumeration of Offices. The officers of this Association

shall be a President, a Vice President, a Secretary, and a

Treasurer, and such other officers as the Board may from time to

time by resolution create, The President and Treasurer shall be

elected from among the members of the Board of Directors.

B. Election of Officers. Until termination of the class B

membership , officers shall be appointed by the Board of Directors

and shall serve at the pleasure of the Board of Directors.

Thereafter, the election of officers shall take place at the first

meeting of the Board of Directors following each annual meeting of

the members.

C. Term. The officers of this Association shall be elected

annually by the Board and each and each shall hold office for one (1) year

unless sooner removed or otherwise disqualified to serve.

D. 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.

E. 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.

F. Vacancies. A vacancy in any office may be filled by

appointment by the Board. The officer appointed to such vacancy

shall serve for the remainder, of the term of the vacancy.

G. Multiple Offices. The offices of Secretary and Treasurer

may be held by the same person. No person shall simultaneously

hold more than one of any of the other offices except in the case

of special offices created pursuant to paragraph D of this Article.

I. Duties. The duties of the officers are as follows:

 

President

 

The President shall be the chief executive officer of the

Association. He shall have all of the powers and duties usually

vested in the office of president of an association, including but

not limited to the power to appoint committees from among the

members from time to time as he, in his discretion, may determine

appropriate to assist in the conduct of the affairs of the

Association. He shall sign all leases, mortgages, deeds and other

written instruments and shall co-sign all checks and promissory

notes.

 

Vice President

 

The Vice President shall act in the place and stead of the

President in the event of the President's absence or inability to

act, shall assist the President generally, and shall exercise and

discharge such other duties as may be required of him by the Board.

 

Secretary

 

The Secretary shall record the votes and keep the minutes of

all meetings and proceedings of the Board 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 and of

the members; keep appropriate current records showing the members

of the Association together with their addresses, and perform such

other duties as required by the Board.

Treasurer

 

The Treasurer shall receive and deposit in appropriate bank

accounts all monies of the Association and shall disburse such

 

funds as directed by resolution of the Board of Directors; shall

co-sign all checks and promissory notes of the Association; keep

proper books of account; upon request of the Board of Directors,

cause an annual audit of the Association books to be made by a

public accountant 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.

In addition, t he Treasurer shall, when requested on behalf of

any lot owner, furnish a certificate setting forth whether or not

the assessments on a specified lot have been paid, which

certificate shall be binding upon the Association as of the date of

its issuance, as provided in the Covenants.

ARTICLE VII

COMMITTEES

 

The Association may appoint an Architectural Control committee

as provided in the Covenants and such other committees as deemed

appropriate in carrying out its purpose.

 

ARTICLE VIII

AMENDMENTS

 

These By - laws may be amended as provided in the Articles of

Incorporation or any amendment thereto.