BY-LAWS OF THE
FLYING FREEDOM PROPERTY OWNERS ASSOCIATION, INC. (A corporation not for profit under the laws of the State of Florida)
ARTICLE I – IDENTITY
A. Name. The name of the Association is the Flying Freedom Property Owners Association, Inc., hereinafter called the “Association”.
B. Initial office shall be located at 9850 SW 15 Street, Miami, Florida 33174, but the Association may maintain an office anywhere within the State of Florida as may, from time to time, be designated by the Board of Directors.
C. The year of the Association shall be the calendar year.
ARTICLE II – PURPOSES
The Association properties, real and personal, are a vital part of the community and are for the primary use of the property owners, their tenants, and guests. Each recorded property owner is automatically a member of the Association, as declared in the Declaration of Restrictive Covenants, Conditions, and Easements, hereinafter called the “Declaration”. The Association and members own the private streets, the club house and personal property therein, and are parties to a contract with the Flagler County Airport granting access to the airport from the community. The Association is responsible for collecting annual access fees required by Flagler County, the Federal Aviation Administration (FAA), and the Florida Department of Transportation (FDOT).
The Association shall carry out and accomplish the purposes set forth herein and in the Declaration, including but not limited to the management, maintenance, and operation, including rules for using the properties of the Association.
ARTICLE III – MEMBERSHIP AND VOTING
A. Membership and voting – Qualification of members, admission to membership, and termination of membership shall be determined as set forth in the Declaration, these By-Laws, and the Articles of Incorporation.
B. Quorum. The presence, in person or by proxy, by one third (33%) of the members in good standing shall constitute a quorum.
C. Proxies. Votes may be cast in person or by proxy. Proxies shall be good only for the particular meeting and must be filed with the Secretary before the appointed time of the meeting. Every proxy shall be revocable at any time by the person executing it.
D. Members in good standing. During any period in which a member shall be in default of the payment of any assessments levied by the Association, the voting rights of such member and the right to use the facilities and the Association properties by the member, his tenants, and guests, may be suspended by the Board until such fees, dues, or assessments have been paid. The Board has the authority and may suspend these rights for violation of the Association rules and regulations established by the Board of Directors, the Declaration, and these By-Laws.
ARTICLE IV – ANNUAL AND SPECIAL MEETINGS OF THE MEMBERS
A. Annual Members Meeting. The Annual Members Meeting shall be during the month of January and shall take place in Flagler County, Florida for the purpose of taking care of any business of the Association authorized to be transacted by the Members, including electing the Board of Directors.
B. Special Meetings. Special Members Meetings may be held whenever called by the President or Vice-President upon written request from at least 20% of the Members in good standing.
C. Notice. Written notice of the annual Members Meeting and any special meetings stating the time, place, and the purpose(s) for which the Members Meeting is called shall be given by the President, Vice-President, or Secretary to each Member at such address as it appears on the books of the Association, and shall be mailed not less than twenty (20) days nor more than sixty (60) days prior to the date of the Members Meeting. Proof of such mailing shall be given by affidavit of the person giving such notice. The notice of the Annual Members Meeting shall be accompanied by:
1. A copy of the minutes of any preceding Members Meeting not previously approved;
2. Copies of the year end financial statement (unaudited) for the preceding calendar year; and
3. A copy of the budget adopted by the Board for the current year.
D. Voting. Votes shall be cast by Members as stated in the Declaration, the Articles of Incorporation, and in Article III above.
E. Adjourned Meeting. If any Members Meeting cannot be organized because a quorum is not present, The Members who are present, in person or by proxy, shall adjourn the meeting until a quorum is present and shall give notice of the adjournment and the date, time, and place of the rescheduled meeting by mail.
ARTICLE VI – BOARD OF DIRECTORS
A. Composition of the Board of Directors. The Board of Directors shall consist of five (5) natural persons, who shall be Members or representatives of Members who are not natural persons. No Director shall have to right to appoint or substitute a replacement Director for himself or herself.
B. Election of Directors. Candidates for election as directors shall have their names and resumes included with the annual notice of Members Meeting mailed to members in good standing. Each property owner shall have one vote for each Director being elected.
1. During the first election, the three candidates receiving the most ballots shall be elected for four years, with the two remaining candidates being elected for two years.
2. Thereafter, every two years an election will be held for either three or two directors.
C. Filing Deadline. Candidates for election as directors must file a request to have their names placed on the ballot thirty (30) days prior to mailing the notice to Members of the annual Members Meeting. There will be space on the ballot for write in candidates. No nominations for directors will be permitted from the floor of the meeting.
D. Term Limitation. Any Member elected as a Director shall be limited to two (2) full, consecutive terms in office. Members who have served as Directors, may stand for election as directors after two (2) years have passed since their most recent term of office.
E. Vacancies. Any vacancy on the Board may be filled until the date of the next Annual Members Meeting by the affirmative vote of the majority of remaining directors.
F. Removal of Directors. A Special Members Meeting to remove a director or directors of the Board may be proposed by a minimum of twenty (20%) of the members in good standing, whether meeting as Members or by proxy. All the Directors may not be removed as a group. Each Director must be the object of a separate petition and separate voting for the removal of each director.
At any Annual Members Meeting or Special Members Meeting, any one or more directors may be removed by a majority vote of the members in good standing. A successor director may thereafter be elected to fill the vacancy by a majority vote of the Members in good standing at the meeting in person or by proxy. Any director whose removal has been proposed shall be given the opportunity to speak at the meeting.
No officer or director of the Association may continue to hold office if he or she, either:
1. Is delinquent on excess of forty five (45) days in the payment of his or her assessments to the Association, or
2. Brings an action as an officer or director in any court against the Association unless such action is specifically authorized for a director or officer by law.
G. Board Meeting. The organizational meeting of a Board in which there are newly elected directors shall be held within three (3) days following the Annual Members Meeting or the Special Members Meeting at which such new director or directors were elected. The time and place of such organizational meeting shall be fixed by the Board at the meeting at which the new directors were elected, and no further notice of the organizational meeting shall be necessary provided a quorum shall be present. The outgoing president of the Board shall preside over the organizational meeting until the new executive officers are elected.
H. Board Meetings. Regular and special Board meeting may be held from time to time as agreed upon by the majority of the Directors. Notice of the date, time, and place shall be given personally, by mail, telephone, fax, or telegram to each director at least three (3) days prior to the day of the meeting. The President may call a Special Meeting with at least two fifths (2/5) of the votes of the Board.
I. Quorum. A majority of the Board members shall constitute a quorum and acts of the Board approved by a majority of the directors present shall constitute acts of the Board.
J. Powers and Duties of the Board. All the powers and duties of the Association shall be exercised by the Board, including those existing under common law and those statutory powers of a corporation not for profit and not in conflict with the Articles of Incorporation, these By-Laws, and the Declaration of Restrictive Covenants, Conditions, and Easements. The Board shall:
1. Acquire, operate, and manage property, real and personal, as may be necessary or convenient in the operation and management of the Association as set forth in the Declaration of Restrictive Covenants, Conditions, and Easements;
2. Pay all taxes and assessments, which are liens against any part of the Association properties;
3. Make additional assessments for the purpose of defraying, in whole or part, the cost of any construction, reconstruction, repair, expansion of a capital asset, or expenditure upon any Association property, including fixtures, and personal property related thereto; provided that any such assessment may not exceed ten percent (10%) of the budget adopted for the applicable year, and further provided that such assessment shall not be made more than one time per year and shall not affect any emergency assessments.
4. Designate committees, including but not limited to:
(a) Building Review Committee;
(b) Budget and Finance Committee;
(c) Maintenance Committee;
(d) Public Relations Committee; and
(e) Safety and Security Committee.
The Board may establish by resolution:
(i) The purpose of each committee;
(ii) The power and authority of each committee;
(iii) The qualifications of the members of each committee;
(iv) Who shall serve on each committee; and
(v) Committee member replacement. Each committee shall propose rules and regulations in connection with the purpose for which such committee was establishes. Such rules and regulations shall be submitted to the Board for the Board’s adoption by resolution and subject to the Board’s approval of the same.
5. No committee shall be comprised solely of the Directors of the Board. to the extent practical, the Board shall not appoint more than one Director to serve on each committee.
6. Each committee shall keep regular minutes of its meetings and provide the Board with copies thereof.
ARTICLE VII – OFFICERS
A. Executive Officers. The executive officers of the Association shall be a President, Vice-President, Treasurer, and Secretary, all of whom shall be elected annually by the Board, and who may be removed for cause by a vote of a majority of the directors at any Board meeting. An office may hold more than one office except the president may not be the vice-president or secretary. Executive officers must elected directors. The Board, from time to time, shall elect such officers and designate their duties and powers as the Board shall find to be required to manage the affairs of the Association.
B. President. The President shall be the chief executive officer of the Association and shall have all the powers and duties usually vested in the office of president of an association.
C. Vice-President. The Vice-President, in the absence or disability of the President, shall exercise the powers and perform the duties of the President. The Vice-President shall perform other duties as prescribed by the Board.
D. Secretary. The Secretary shall keep the minutes of all proceedings of the Board. The Secretary shall attend to the giving and serving of all notices to the members and directors and other notices required by law. The Secretary shall keep the record of the Association, except for those of the Treasurer, and shall perform all other duties incident to the office of the secretary of an association.
E. Treasurer. The Treasure shall have custody of all property of the Association, including funds, securities, and evidences of indebtedness. The Treasurer shall keep the books of the Association in accordance with good accounting practices and shall perform all other duties incident to the office of treasurer.
F. Other Officers. The Board may appoint Administrative Officers to serve the Association as the Board deems necessary. Administrative Officers need not be elected Directors nor need they be Members of the Association. They shall be selected to provide the Board with specific expertise and serve without compensation at the pleasure of the Board.
G. Compensation. Members of the Board shall not be compensated. The compensation of any employee of the Association shall be fixed by the Board.The Board is precluded from employing a director as an employee of the Association as a paid employee of the Association.
H. Conflict of Interest. No director shall be party to a contract with the Association for personal gain unless:
1. The fact of such relationship or interest is disclosed and known to the Board when it approves or ratifies the contract or transaction;
2. The fact of such relationship or interest is disclosed to the members entitled to vote, and they approve or ratify the contract of transaction by a majority vote; and
3. The contract or transaction is fair and reasonable as to the Association at the time it is authorized by the Board.
ARTICLE VIII – FISCAL MANAGEMENT
The provisions for fiscal management of the Association set forth in the Declaration and the Articles shall be supplemented by the following provisions:
A. The assessment roll shall be maintained in a set of accounting books in which there shall be an account for each property owners within the Community. Such an address shall designate the name and address of the Member, the homesite(s) owned, assessment length of street frontage, the amount of each assessment, the dates and amounts in which assessments come due, the amounts paid upon the account, and the balance due of the assessments.
B Budget. The Directors shall adopt a budget for each calendar year that shall contain estimates of the cost of doing the functions of the Association and shall designate in such budget the proposed assessment against each lot.
1. Copies of the proposed budget shall be delivered to each Member on or before January 1. An affidavit from the Board shall be evidence of mailing said notice to each member. Delivery of the proposed budget shall not affect the liability of each member to pay any assessment or modified assessments, and nothing herein shall be construed as restricting the rights of the Board of Directors at any time in their sole discretion to levy additional assessments in the event the budget originally adopted shall appear to be insufficient to pay costs and expenses of operation and management, or in the event of emergencies.
2. The depository of the Association shall be such bank or savings institution as shall be designated from time to time by the Directors. No Association funds shall be deposited in any institution that is not insured by an agency of the federal government. Withdrawal of monies from such accounts shall be only be by checks signed by such persons as are authorized by the Board. Checks must be signed by two (2) Directors for any amount exceeding fifty ($50) dollars.
3. Fidelity bonds shall be required by the Board in an amount not less than Fifty Thousand dollars ($50,000) for each director and officer, and if available for any employee or contractor handling or responsible for Association funds. The amount of such bonds shall be determined by the Board. The premiums on such bonds shall be paid by the Association, unless contractors have surety bonds equal to or greater than the amount determined necessary by the Board in each case.
ARTICLE IX – PARLIAMENTARY RULES
Roberts Rules of Order (latest edition) shall govern the conduct of all Association meetings when not in conflict with the Articles, By-Laws, or laws of the State of Florida.
ARTICLE X – AMENDMENTS
A. Amendments to these By-Laws shall be proposed and adopted in the following manner:
(1) By the Board upon a majority vote of the Directors; or
(2) By thirty percent (30%) of the qualified Members of the Association by an instrument in writing signed by the proposed Members.
B. Copies of the proposed amendments must be furnished to the Board at least forty five (45) days prior to the meeting at which they are to be voted upon, and mailed to the Members at least twenty five (25) days prior to such meeting of the Association. Such mailing shall include an advisory letter explaining the purpose of the proposed amendment, it urgency, if any, stating the legal and financial impacts, and the recommendation of the Board.
C. A quorum of Members must be had at any meeting under this Article. Any amendment to be effective must be adopted by a majority of those Members present and voting, in person or by proxy.
D. In order for such amendment to become effective, the amendment to these By-Laws shall be transcribed, certified by the President and Secretary of the Association, and a copy thereof shall be recorded in the Public Records of Flagler County within ten (10) days from the date any amendment has been affirmatively approved by the Board and Members.
E. At any meeting held to consider such amendment or amendments to the By- Laws, the written vote of any Member of the Association shall be recognized if such Member is not in attendance at such meeting or represented thereat by proxy, provided such written vote is delivered to the Secretary of the Association at or prior to such meeting.
ARTICLE XI – OPERATING RULES AND REGULATIONS
For the purpose of enforcing the terms and provisions of the Declaration, the Articles, and these By-Laws, the Board, by resolution, shall adopt from time to time rules and regulations in addition to rules and regulations that may be proposed by the committees and adopted by the Board, as the Board deems reasonably necessary. Such rules and regulations may address other issues and implement additional restrictions as consistent with the Declaration, the Articles, and these By-Laws.
ARTICLE XII – SEVERABILITY
If any section, subsection, sentence, clause, phrase, or word of these By- Laws shall be, for any reason, held or declared by a court of competent jurisdiction to be inoperative or void, such holdings shall not affect the remaining portions of these By-Laws.
ARTICLE XIII – ARBITRATION
In the event that there is a conflict between the terms of these By-Laws and the terms of the Articles, the terms of the Articles shall control. Whenever possible, the terms of the Articles and these By-Laws shall be interpreted to be consistent.
If any controversy, claim or grievance arising out of these By-Laws cannot be settled by and between the parties involved, it shall be settled by binding Arbitration in accordance with the rules then in effect of the American Arbitration Association or its successors; and the judgment on the award shall be final, and may be entered in any court having jurisdiction thereof. Venue for any arbitration hearing shall be Flagler County, Florida. The interpretation of the Declaration, Articles, and By-Laws shall be determined by the laws of the State of Florida.