Cypress Creek Estates Property Owners' Association, Inc.
 
Cypress Creek Estates Property Owners' Association, Inc.

BY-LAWS

OF

CYPRESS CREEK ESTATES PROPERTY OWNERS' ASSOCIATION, INC.

ARTICLE I. NAME AND ADDRESS

      1. The name of this corporation is CYPRESS CREEK ESTATES PROPERTY OWNERS' ASSOCIATION, INC.

      2. The principal office of the corporation is 900 Kay Road N.E. Bradenton, Florida 33508.

ARTICLE II. PURPOSES

      This corporation is organized for the purpose of functioning as the property owners' association for CYPRESS CREEK ESTATES in accordance with the Declaration of Covenants and Restrictions of CYPRESS CREEK ESTATES. It is organized to serve as the instrumentality of property owners of CYPRESS CREEK ESTATES for the purpose of controlling and regulating residential development in said area; of promoting, assisting, and providing adequate and proper maintenance of said area and the property, lots, units or parcels therein for the benefit of all owners therein; of providing and promoting recreational activity within the community through the acquisition of land and facilities (whether by fee simple ownership, leasehold or other possessory use interest), the maintenance of said land and facilities, and such other means and methods as it may deem in the best interest of its members; to exercise all powers and discharge all responsibilities granted to it as a corporation under the laws of the State of Florida, its Articles of Incorporation and these By-Laws, and the aforementioned Declaration of Covenants and Restrictions; to acquire, hold, convey, and otherwise engage in and with real and/or personal property in this corporation's capacity as a property owners association; and to otherwise engage in such additional lawful activities for the benefit, use, convenience and enjoyment of its members as it may deem proper.

ARTICLE III. DIRECTORS, OFFICERS AND ARCHITECTURAL REVIEW BOARD

      A. Directors

                 1. The affairs of the corporation shall be managed by a Board of Directors, composed of five (5) persons. Until such time as CYPRESS CREEK ESTATES, INC. the Developer of CYPRESS CREEK ESTATES, its successors or assigns, transfers and conveys of record all property subject to the Declaration of Covenants and Restrictions herein referred to, including such additional property as it may subsequently subject to said Declaration of Covenants and Restrictions to individual residential purchasers, said Developer shall have the right to appoint all members of the Board of Directors.

      2. At the first annual meeting of members next succeeding the date upon which the Developer transfers and conveys of record all property owned by it, as hereinbefore set forth, and at each succeeding annual meeting thereafter, directors shall be elected by the members and shall hold office until their successors are elected and shall qualify.

      At least ten (10) days before the annual meeting, a complete list of members entitles to vote at such election, together with the residence of each, shall be prepared by the Secretary. Such list shall be open at the office of the corporation for ten (10) days prior to the election for the examination of every member and shall be produced and kept at the time and place of election, subject to the inspection of any member who may be present.

      Directors shall be elected for a term of two (2) years.  The terms of the Directors shall be staggered such that no more than three (3) Directors' terms shall expire at any annual association meeting.

      Directors shall be elected as follows:

      Nominations shall be from the floor at the annual meeting, and a vote shall be had by written ballot. The three (3) persons receiving the highest number of votes shall be declared elected.

      No director shall be required to be a member of the corporation.

      No director shall receive or be entitled to any compensation for his services as director, but shall be entitled to reimbursement for all expenses sustained by him as such, if incurred upon the authorization of the Board.

B. Officers

The officers of the corporation shall be: a President, a Secretary/Treasurer, and such other officers as the Board of Directors may appoint, who need not be members of the Board or members of the Association. The officers named in the Articles of Incorporation shall serve until the first regular meeting of the Board, and at such meeting the Board shall appoint the aforesaid officers. Officers elected at the first meeting of the Board shall hold office until the next annual meeting of directors, or until their successors shall have been appointed and shall qualify. So long as Developer retains the right of appointment of the Board of Directors, no officer appointed by the Board of Directors shall serve the Association until such time as the Developer approves the appointment. Upon the appointment of an officer by the Board of Directors, whether or not said appointment occurs at the annual meeting for such appointment or otherwise, the Board of Directors shall forth- with submit the name of such newly appointed officer or officers (as the case may be) in writing to the Developer. Developer shall approve or disapprove said officer, or officers, within twenty (20) days after receipt of said name or names. In the event Developer fails to act within such time period, such failure shall be deemed approval by the Developer.

C. Architectural Review Board

In addition to the appointment of the officers, the Board of Directors of the Association shall also appoint an Architectural Review Board (hereinafter called "the A.R.B.") consisting of three (3) members. The members of the A.R.B. named in the Articles of Incorporation shall serve until the first regular meeting of the Board of Directors, and at such meeting the Board shall elect the aforesaid members of the A.R.B.  Members of the A.R.B. elected at the first meeting of the Board of Directors shall hold office until the next annual meeting of the Board of Directors or until their successors are elected and qualify. So long as the Developer has or retains the right of appointment of the Board of Directors, no member of the A.R.B. shall serve the Association until his appointment by the Board of Directors is approved by the Developer. Upon the appointment of any member or members of the A.R.B. by the Board of Directors, whether or not said appointment occurs at the annual meeting of members for such appointment or otherwise, the Board of Directors shall forthwith submit the name of the newly appointed member or members (as the case may be) in writing to the Developer. Developer shall approve or disapprove said member or members no later than twenty (20) days after receipt of said name or names. In the event Developer fails to act within said time period, such failure shall be deemed approval by Developer.

D. Resignation, Vacancy, Removal

Any director, officer or member of the A.R.B. of the corporation may resign at any time, by instrument in writing.  Resignations shall take effect at the time specified therein, and if no time is specified, resignations shall take effect at the time of receipt by the President or Secretary of the corporation. The acceptance of a resignation shall not be necessary to make it effective.

When a vacancy occurs on the Board of Directors, the vacancy shall be filled by Developer, CYPRESS CREEK ESTATES, INC., its successors or assigns, until such time as the said Developer transfers and conveys of record all property subject to the Declaration of Covenants and Restrictions hereinbefore referred to, including such additional property as may subsequently be subjected to said Declaration of Covenants and Restrictions, to individual residential purchasers. Subsequent to the annual meeting of the members next succeeding the date upon which the said Developer transfers and conveys of record the last of the property owned by it, as set forth hereinabove, a vacancy occurring on the Board of Directors shall be filled by the remaining members of the Board of Directors at their next meeting by electing a person who shall serve until the next annual meeting of members, at which time a director shall be elected to complete the remaining portion of the unexpired term.

When a vacancy occurs in an office or in the A.R.B. for any cause before an officer's or member of the A.R.B.'s term has expired, the officer or member of the A.R.B. shall be filled by the Board of Directors at its next meeting by electing a person to serve for the unexpired term or until a successor has been elected by the Board of Directors and shall qualify. So long as the Developer has or retains the right of appointment of the Board of Directors, no officer or member of the A.R.B. appointed hereunder shall serve the Association until such time as the Developer approves the appointment. Upon the appointment of an officer or member of the A.R.B. by the Board of Directors pursuant to this provision, the Board of Directors shall forthwith submit the name of such newly appointed officer or officers, as the case may be, or member or members of the A.R.B., as the case may be, in writing to Developer and Developer shall approve or disapprove said officer or officers, or member or members of the A.R.B., within twenty (20) days after receipt of said name or names, and in the event Developer fails to act within such time period, such appointment shall be deemed approved by Developer.

A majority of members of the corporation present at any regular meeting or special meeting duly called in accordance with the procedure set forth in ARTICLE X of the ARTICLES OF INCORPORATION of CYPRESS CREEK ESTATES PROPERTY OWNERS' ASSOCIATION, INC., may remove any director, officer or member of the A.R.B. for cause affecting his ability or fitness to perform his duties. In addition, a director, officer or member of the A.R.B. may be removed in the manner and for the causes set forth in ARTICLE X of the ARTICLES OF INCORPORATION.

E. EXECUTIVE COMMITTEE

The Board of Directors may, by resolution passed by a majority of the whole Board of Directors, designate an Executive Committee, to consist of two or more members of the Board of Directors, which, to the extent provided in the resolution, shall have and exercise the powers of the Board of Directors in the management of the business and affairs of the corporation, and may have power to authorize the seal of the corporation to be affixed to all papers which may require it. The Executive Committee shall keep regular minutes of its proceedings and report the same to the Board of Directors when required.

ARTICLE IV - POWER AND DUTIES OF THE CORPORATION AND THE EXERCISE THEREOF

 The corporation shall have all powers granted to it by law, the Declaration of Covenants and Restrictions of CYPRESS CREEK ESTATES, the Articles of Incorporation, and these By-Laws, all of which shall be exercised by its Board of Directors unless the exercise thereof is otherwise restricted in the Declaration of Covenants and Restrictions, these By-Laws or by law; and the aforementioned powers of the corporation shall include but not be limited to the following:

      1. All of the powers specifically provided for in the Declaration of Covenant and Restrictions of CYPRESS CREEK ESTATES

      2. The power to levy and collect general assessments, special assessments and individual assessments.

      3. The power to expend monies collected for the purpose of paying the expenses of the corporation.

      4. The power to purchase equipment, supplies and material required in the maintenance, repair, replacement operation and management of the corporation property.

      5. The power to insure and keen insured the buildings and improvements of the corporation.

      6. The power to employ the personnel required for the operation of the corporation and the corporation property.

      7. The power to pay utility bills for utilities serving the corporation property.

      8. The power to contract for the acquisition and management of the corporation property and to delegate to its contractor as manager, all of the powers and duties of the corporation, except those things which must be approved by members.

      9. The power to make reasonable rules and regulations and to amend them form time to time, and to insure that all members are notified of such changes in the rules and regulations as may be enacted.

      10. The power to improve the corporation property subject to the limitations of the Declaration of Covenants and Restrictions for CYPRESS CREEK ESTATES.

      11. The power to enforce by any legal means the provisions of the Articles of Incorporation, the By-Laws, the Declaration of Covenants and Restrictions and the regulations promulgated by the corporation.

      12. The power to collect delinquent assessments by suit or otherwise, and to abate nuisances and enjoin or seek damages from lot, unit or parcel owners for violation of the provisions of the Declaration of Covenants and Restrictions and related documents.

      13. The power to pay all taxes and assessments which are liens against the corporation property.

      14. The power to control and regulate residential development within CYPRESS CREEK ESTATES and to promote, assist and further adequate and proper maintenance of said area and the lots, units or parcels therein for the benefit of all owners therein. This provision shall not be deemed to require the Association to maintain any lot, unit or parcel individually owned.

      15. The power to select depositories for the corporation funds, and to determine the manner of receiving, depositing, and disbursing corporate funds, and the form of check and the person or persons by whom the same shall be signed, when not signed as otherwise provided by these By-Laws.

      16. The power to acquire real and personal property for the benefit and use of its members and to dispose of said property in accordance with the Declaration of Covenants and Restrictions of CYPRESS CREEK ESTATES and related documents.

      17. The power to acquire without the approval of the membership of the Association properties referred to in the Declaration of Covenants and Restrictions for CYPRESS CREEK ESTATES.

      18. The power to enter into a contract with any person, firm, corporation or real estate management agent of any nature or kind, to provide for the maintenance, operation, repair and upkeep of the corporation's property and of any facilities on lease to the corporation or otherwise provided for the corporation members' usage.

      Said contract may provide that the total operation of said managing agent, firm or corporation shall be at the cost of this corporation. Said contract may further provide that the managing agent shall be paid from time to time a reasonable fee either stated as a fixed fee or as a percentage of the total costs of maintenance, operation, repair and upkeep or of the total funds of the corporation handled and managed by the managing agent. Such fee, if any, shall be another of the management function costs to be borne by the Association, unless the contract provides to the contrary.

      19. The power to establish the office of additional officers of this corporation and to appoint all officers.

      20. The power to possess, employ and exercise all powers necessary to implement, enforce and carry into effect the powers above described, including the power to acquire, hold, convey and deal in real and personal property.

ARTICLE V - DUTIES OF OFFICERS

      A. The President shall:

            1. Act as presiding officer at all meetings of the corporation and of the Board of Directors.

            2. Call special meetings of the Board of Directors and of members.

            3. Sign with the Treasurer, if the Board of Directors so require, all checks, contracts, promissory notes, deeds and other instruments on behalf of the corporation, except those which the Board of Directors Specifies may be signed by other persons.

            4. Perform all acts and duties usually required of an executive to insure that all orders and resolutions of the Board of Directors are carried out.

            5. Appoint committees and act as ex-officio member of all committees, and render an annual report at the annual meeting of members.

            6. Should the President be absent from any meeting, the directors shall select from among their members a person to act as chairman of the meeting.

      B. The Secretary/Treasurer shall, as Secretary:

            1. Attend all regular and special meetings of the members of the corporation, of the Board of Directors and of the Architectural Review Board and keep all I records and minutes of proceedings thereof, or cause the same to be done.

            2. Have custody of the corporate seal and affix the same when necessary or required.

            3. Attend to all correspondence on behalf of the Board of Directors, prepare and serve notice of meetings, keep membership books and receive all applications for membership.

            4. Perform such other duties as the Board of Directors may determine and on all occasions in the execution of his duties, act under the superintendence, control and direction of the Board of Directors.

            5. Have custody of the minute book of the meetings of the Board of Directors, members and the Architectural Review Board, and act as transfer agent to recordable transfers and regulations of the corporate books.

      C. The Secretary/Treasurer shall, as Treasurer:

            1. Attend all meetings of the membership and of the Board of Directors.

            2. Receive such monies as shall be paid into his hands for the account of the corporation and disburse funds as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and be custodian of all securities, contracts, leases and other important documents of the corporation which he shall keep safely deposited.

            3. Supervise the keeping of accounts of all financial transactions of the corporation in books belonging to the corporation, and deliver such books to his successor. He shall prepare and distribute to all of the members of the Board at least ten (10) days prior to each annual meeting, and whenever else required, a summary of the financial transactions and condition of the corporation from the preceding year. He shall make a full and accurate report on matters and business pertaining to his office to the members at the annual meeting, and make all reports required by law.

            4. The Treasurer may have the assistance of an accountant or auditor, who shall be employed by the Board of Directors. In the event the corporation enters into a management agreement, it shall be proper to delegate such of the Treasurer's functions to the management agent as is deemed appropriate by the Board of Directors.

ARTICLE VI - DUTIES OF THE ARCHITECTURAL REVIEW BOARD

      A. The A.R.B. shall provide for a systematic and uniform review of all proposed improvements and construction of any type or nature whatsoever within CYPRESS CREEK ESTATES, as defined by and in accordance with the Declaration of Covenants and Restrictions for CYPRESS CREEK ESTATES. It shall hold such meetings as may be required to adequately review and consider such plans and specifications as may be submitted to it for improvements.

      B. The A.R.B. shall elect one of its members as the chairman of each meeting conducted by it. The Secretary of the corporation shall serve as Secretary of each meeting, and in the absence of said Secretary, the A.R.B. shall elect a person from its own membership to serve as secretary for each meeting.

      C. The A.R.B. shall promulgate from time to time such rules and regulations as it deems necessary and proper, which shall include, but not necessarily be limited to the following:

            1. Guidelines and procedure to be followed by any applicant seeking its approval.

            2. An adequate application form to be prepared and submitted by any applicant seeking its approval.

            3. A schedule of reasonable fees applicable for the processing of applications.

            4. The procedure for calling a meeting of the A.R.B. (which may include regularly scheduled meetings in the event the A.R.B. so elects).

            5. Such other procedural rules, regulations and requirements as the A.R.B. may deem necessary and which are not in conflict with the Declaration of Covenants and Restrictions of CYPRESS CREEK ESTATES, the Articles of Incorporation and these By-Laws.

ARTICLE VII - MEMBERSHIP

      A. Every person or entity (including the Developer) shall automatically become a member of the Association upon acquisition of a fee simple title (or in the case of the Developer, upon the filing of the Declaration of Covenants and Restrictions) of any lot, unit or parcel or portion thereof by the filing of record thereof a deed in the office of the Clerk of the Circuit Court in and for Manatee County, Florida, evidencing such ownership. Membership shall continue until such time as the member transfers or conveys of record said interest, or said interest is transferred and conveyed by operation of the law, at which time said membership (with respect to the lot, unit or parcel conveyed) shall automatically be conferred upon the transferee. Membership shall be appurtenant to and may not be separated from ownership of any lot, unit or parcel which is subject to the Declaration of Covenants and Restrictions, except as otherwise set forth in the Declaration of Covenants and Restrictions. Notwithstanding the provisions hereof, no person or entity who holds an interest of any type or nature whatsoever in a lot in CYPRESS CREEK ESTATES only as the security for performance of an obligation shall be a member of the Association.

      B. Whether or not there is more than one (1) owner [and therefore, more than one (1) member of the Association] for a particular lot in CYPRESS CREEK ESTATES, each lot, or parcel, as the case may be, shall have one (1) vote at any Association meeting or election held in accordance with the Articles of Incorporation or these By-Laws. Should a lot, or parcel which is the basis of automatic membership be divided as to ownership so that separate and distinct owners or multiples of owners own separate portions thereof, each distinct owner or multiple of owners shall be entitled to that percentage of one (1) vote that is equal to the percentage of the lot, or parcel owned. All voting rights of a particular lot in CYPRESS CREEK ESTATES, each lot or parcel, as the case may be, are suspended whenever the regular General assessments have been unpaid for 90 or more days.

      C. Membership in the corporation may be transferred only as an incident to the transfer of title to a lot, or parcel in the manner provided in the Declaration of Covenants and Restrictions.

      D. Membership shall terminate upon the transfer of record title to a lot, or parcel, or upon transfer of said lot, or parcel by operation of the law.

ARTICLE VIII - MEETINGS, SPECIAL MEETINGS, QUORUMS, PROXIES

      A. Meetings of members:

            1. Place of Meetings: All meetings of the corporation shall be held at the office of the corporation, or may be held at such time and place as shall be stated in the notice thereof.

            2. Annual Meetings: Annual members' meetings shall be held at the office of the corporation upon a date appointed by the Board of Directors, which shall fall between the 15th day of May and the 28th day of June, in each and every calendar year subsequent to 1985. No meeting shall be held on a legal holiday. The meetings shall be held at such time as the Directors shall appoint from time to time.

            3. Special Meetings: Special meetings shall be held whenever called by the President or by a majority of the Board of Directors and must be called by the Secretary, upon receipt of a written request from members of the corporation owning a majority of the lots, or parcels subject to the Declaration of Covenants and Restrictions. Business transacted at all special meetings shall be confined to the objects and action to be taken as stated in the notice of meeting.

            4. Proxies: Vote may be cast in person or by proxy. Proxies must be filed with the Secretary of the corporation at least twenty-four (24) hours prior to the meeting, A proxy shall be valid and entitle the holder thereof to vote until revoked in writing by the grantor, such revocation to be filed with the Secretary, or until the death or legal incompetence of the grantor.

            5. Quorum: A quorum for the transaction of business at the annual meeting or any special meeting shall consist of 30% of the Owners being present, either in person or by proxy in accordance with the Florida Statutes. If a quorum is not established at any meeting, the Owners present may adjourn the meeting to a future date.

            6. Voting Required to Make Decisions: When a quorum is present at any meeting, the vote of a majority of the members present in person or by proxy shall decide any question brought before the meeting, unless the Declaration of Covenants and Restrictions or these By-Laws or any applicable statute provides otherwise, in which event the vote prescribed by the Declaration of Covenants and Restrictions or these By-Laws or such statute shall control.

      B. Directors' Meetings

            1. Annual Meeting: The annual meeting of the Board of Directors shall be held at the office of the corporation, immediately following the adjournment of the annual meeting of members. The Board of Directors may establish a schedule of regular meetings to be held at such place as the directors may designate. Regular meetings may be held without notice.

            2. Special Meetings: Special meetings of the Board of Directors may be called by the President, on five (5) days notice to each director (in writing) to be delivered by mail or in person. Special meetings may also be called on written request of three (3) directors. All notices of special meetings shall state the purpose.

            3. 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 a majority of the directors present at such meeting at which a quorum is present, shall be the acts of the Board of Directors. At any meeting at which a quorum is not present, the presiding officer may adjourn the meeting from time to time, and at any such adjourned meeting, any business which might have been transacted at the meeting as originally called, may be transacted without further notice.

      C. Architectural Review Board Meetings

            1. Scheduled Meetings: The A.R.B., if it desires, may establish a schedule of regular meetings to be held at such place as the A.R.B. may designate, in which event no notice need be sent to its members, once said schedule is adopted.

            2. Non-Scheduled Meetings: Whether or not the A.R.B. establishes a schedule of meetings, it shall meet on a basis that is adequate to extent to each applicant seeking its approval a reasonable opportunity to present his proposal, and that is otherwise adequate to conduct the business required of it. Each member of the A.R.B. shall be given notice of a non-scheduled meeting at least five (5) days in advance of said meeting, except when action is required by the A.R.B. pursuant to the Declaration of Covenants and Restrictions in a shorter period of time, in which event such notice shall comply with the time requirements of the Declaration of Covenants and Restrictions. Notice of non-scheduled meetings shall state the purpose of such meeting. This provision shall not be construed to prevent the members of the A.R.B. from waiving notice of a non-scheduled meeting or meetings or acting by written agreement without meetings.

            3. Quorum: At all meetings of the A.R.B., a majority of its members shall constitute a quorum, and the acts of the members of the A.R.B. present at such meeting at which a quorum is present shall be the act of the A.R.B. At any meeting at which a quorum is not present, the presiding officer may adjourn the meeting from time to time, and at any such adjourned meeting, any business which may have been transacted at the meeting as originally called may be transacted at the rescheduled meeting without further notice.

ARTICLE IX - NOTICE

      A. Annual Meeting: Written notice of the annual meeting of members shall be served upon or mailed to each member entitled to notice, at least ten (10) days, and no more than sixty (60) days, prior to the meeting.

      B. Special Meeting: Written notice of a special meetings, of members stating the time, place and object of such meeting shall be served upon or mailed to each member entitled to vote, at least ten (10) days, and no more than sixty (60) days, prior to such meeting.

      C. Waiver: Nothing herein is to be construed to prevent owners from waiving notice of meetings or acting by written agreement without meetings.

ARTICLE X - PROCEDURE

Roberts Rules of Order (latest edition) shall govern the conduct of corporate proceedings when not in conflict with the Articles of Incorporation and these By-Laws of the corporation or with the Statutes of the State of Florida.

ARTICLE XI –ASSESSMENTS AND MANNER OF COLLECTION

A.    General Assessments:

      The Board of Directors has the power to and shall from time to time fix and determine the amounts necessary to pay the general expenses of the corporation. General expenses shall include those expenses described in Section II H 1 of the Declaration of Covenants and Restrictions and any other expenses designated as general expenses by the Board of Directors, under the authority and sanction of the Declaration of Covenants and Restrictions.

      Funds for the payment of general expenses shall be assessed against and shall be a lien against each lot, or parcel, subject to the Declaration of Covenants and Restrictions at a uniform rate and in accordance with Section II H 1 of the Declaration of Covenants and Restrictions. The Board of Directors shall not assume or transfer the power to make general assessments.

      General assessments are necessarily made upon projections and estimates of the Board of Directors and may be in excess or less than the sums required to meet the cash requirements of the corporation, in which event the Board of Directors may increase or decrease the amount of such assessment and make such adjustments in cash or otherwise as they shall deem proper, including the assessment of each member of a percentage share of any deficits. Notice of all changes in assessments shall be given to all owners. When the Board of Directors has determined the amount of any general assessment, the Secretary shall submit a statement of such assessment to each lot, or parcel owners. Such notice shall state the date when said assessment is due, after which said assessment shall bear the maximum interest rate permitted under Florida law on the the outstanding balance per month for each month past the due date until paid. General assessments shall be paid by the members in advance on a monthly basis, quarterly basis, semi-annual basis or annual basis, as the Board of Directors may, from time to time, direct. General assessments are payable at the office of the corporation.

B.    Special Assessments:

      The Board of Directors has, in accordance with Section II H 2 of the Declaration of Covenants and Restrictions the power to make special assessments for the purpose and on the basis set forth in said Section II H 2. Special assessments shall be levied by the Board of Directors in the same manner as general assessments (at a uniform rate for each lot or parcel subject to the Declaration of Covenants and Restrictions), and shall be due and collectible in such manner at the Board of Directors shall determine.

      Special assessments, when authorized or approved, may be made upon projections and estimates of the Board of Directors and may be in excess or less than the sums required to meet the cash requirements of the corporation, in which event the Board of Directors may increase or decrease the amount of assessments and make such adjustment in cash or otherwise as they shall deem proper, including the assessment of each member of his proportionate share of any deficiency. Notice of all changes in special assessments shall be given to all owners. When the Board of Directors has determined the amount of any special assessment, the Secretary shall transmit a statement of special assessment to each lot or parcel owner. Such notice shall state the date upon which the assessment is due, and thereafter said assessment shall bear the maximum interest rate permitted under Florida law on the the outstanding balance per month for each month past the due date until paid. Special assessments are payable at the office of the corporation.

C.    Individual Assessments:

Pursuant to the Association's power and authority to enforce the covenants, restrictions and regulations set forth in Section II H 3 of the Declaration of Covenants and Restrictions, the Board of Directors has the power to and may separately assess owners of an individual lot or parcel in accordance with Section II H 3 of the Declaration of Covenants and Restrictions. When the Board of Directors has determined the amount of any individual assessment, the Secretary shall transmit a statement of such assessment to the lot or parcel owner involved and said assessment shall be due and payable upon presentment, and thereafter shall bear the maximum interest rate permitted under Florida law on the the outstanding balance per month for each month past the due date until paid. Individual assessments are payable at the office of the corporation.

      D. Failure to Pay Assessment:

      In the event an assessment is not paid within thirty (30) days of the date it is due and payable, the corporation through its Board of Directors, may proceed to enforce and collect said assessment from the delinquent owner in any manner provided for the Declaration of Covenants and Restrictions and these By-Laws. Each lot or parcel owner shall be individually responsible for the payment of assessments against said lot or parcel and for the payment of reasonable attorneys' fees and costs incurred by the corporation in the collection of sums due, and the enforcement of any lien held by the corporation.

ARTICLE XII - FISCAL MATTERS

      A. Fiscal Year: The fiscal year of the corporation shall begin on the first day of May in each year, provided, however, that the Board of Directors is authorized to change to a different fiscal year at such time as the Board of Directors deems it advisable.

      B. Depositories: The funds of the corporation shall be deposited in a bank or banks in Manatee County, Florida, in an account for the corporation under resolutions approved by the Board of Directors, and shall be withdrawn only over the signature of the Treasurer, the President or such other persons as the Board may authorize. The Board may require more than one (1) signature on checks and bank drafts. Said funds shall be used only for corporate purposes.

      C. Fidelity Bonds: Fidelity bonds may be required by the Board of Directors from all officers and employees of the corporation, and from any contractor handling or responsible for corporate funds. The premiums for such bonds shall be paid by the corporation.

      D. Records: The corporation shall maintain accounting records according to good practice which shall be open to inspection by members at reasonable times. Such records shall include a record of receipts and expenditure accounts for each member, which shall designate the name and address of the owner, the amount of each assessment, the due dates and amount of each assessment, the amounts paid upon the account, and the balance due, a register for the names of any mortgage holders or lien holders who have notified the corporation of their liens, and to which lien holders the corporation will give notice of default, if required.

      E. Annual statement: The Board of Directors shall present at each annual meeting a full and clear statement of the business and condition of the corporation.

      F. Insurance: The corporation shall procure, maintain and keep in full force and effect, such insurance as may be required to protect the interest of the corporation.

ARTICLE XIII - ADMINISTRATIVE RULES AND REGULATIONS

      The Board of Directors may, from time to time, adopt rules and regulations governing the details of the operation and use of the corporate property, provided that said rules and regulations shall be equally applicable to all members and uniform in their application and effect.

ARTICLE XIV - VIOLATIONS AND DEFAULTS

      In the event of a violation (other than nonpayment of an assessment by a lot or parcel owner) of any of the provisions of the Declaration of Covenants and Restrictions, these By-Laws, the Rules and Regulations of the Corporation or the Charter, the corporation, after reasonable notice to cure, not to exceed thirty (30) days, shall have all rights and remedies provided by law, including without limitation (and such remedies shall or may be cumulative) the right to sue for damages, the right to such injunctive relief, and in the event of a failure to pay assessments, the right to foreclose its lien provided in the Declaration of Covenants and Restrictions; and in every such proceeding, the lot or parcel owner at fault shall be liable for court costs and the corporation's reasonable attorney's fees. A suit to collect unpaid assessments may be prosecuted by the corporation without waiving the lien securing such unpaid assessment.

ARTICLE XV - AMENDMENT OF BY-LAWS

These By-Laws may be amended, modified or rescinded in accordance with Section IV E of the Declaration of Covenants and Restrictions, or by a resolution adopted by a majority of the Board of Directors at any duly called meeting of the Board, and, thereafter, submitted to the members at any duly convened meeting of the members and approved by a two- thirds (2/3rds) vote of the members present or by proxy, provided there is a quorum, and further provided that the notice of such meeting of members specifying the proposed change is given in the notice of meeting. Notice may be waived by any member. Any member of the corporation may propose an amendment to the Board, and the Board shall act upon such proposal at its next meeting. Notwithstanding the foregoing, so long as Developer is the owner of any lot or parcel affected by the Declaration of Covenants and Restrictions or amendment thereto or is entitled to appoint the Board of Directors of the Association, no amendment to the By-Laws will be effective without Developer's express written joinder and consent.

ARTICLE XVI - VALIDITY

      If any by-law, or regulation, or rule shall be adjudged invalid, such fact shall not affect the validity of any other by-law, rule or regulation.

ARTICLE XVII - CONSTRUCTION TO BE CONSISTENT WITH DECLARATION OF COVENANTS AND RESTRICTIONS

These By-Laws and the Articles of Incorporation of the corporation shall be construed, in case of any ambiguity or lack of clarity, consistent with the provisions of the Declaration of Covenants and Restrictions.

CYPRESS CREEK ESTATES PROPERTY OWNERS' ASSOCIATION, INC.

 

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updated: March 25, 2017

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