By-Laws
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.