NOTE: This is a courtesy copy of the by-laws.  It was electronically generated from a printed text.  Although significant effort was used to assure the accuracy of this document, in case of a discrepancy the original documents obtain.

 

 

 

EXHIBIT "13" TO PROSPECTUS

BY-LAWS OFHALF MOON BAY MASTER Association, Inc.

 

ARTICLE 1

NAME AND LOCATION

The name of the corporation is HALF MOON BAY MASTER ASSOCIATION, INC., hereinafter referred to as the "Association". The principal office of the corporation shall be Located at l800 South Australian Avenue, West Palm beach, Florida 33409, but 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.

 

ARTICLE II

DEFINITIONS

The definitions of words as defined in the Articles of  Incorporation of the Association as

Filed with the Secretary of State, State of Florida, are incorporated herein by reference and are made a part made a part hereof.

 

ARTICLE III

MEETING OF MEMBERS

 

Section 1. Annual Meetings. The' annual meeting of the members, shall be held at least once each calendar year on a date and at a time to be determined by the Board of Directors.

 

Section 2. Special Meetings. Special meetings of the members may be called at any time by the President or by the Board of Directors, or upon written request of the members who are entitled to vote one-tenth (1/10) of all of the votes of the Association.

Section 3. Notice of Meetings. Written notice of each meeting of the members shall be given by, or at the direction of, the Secretary, or person authorized to call the meeting, by mailing a copy of such notice, postage prepaid, at least fifteen days before such meeting (provided, however, in the case of an emergency, four (4) days' notice will be deemed sufficient) to each member entitled to vote thereat, addressed to the member's address last appearing on the books of the Association, or supplied by the member to the Association for the purpose of notice. Such notice shall specify the place, day and hour of the meeting and, in the case of a special meeting, the purpose of the meeting.

Section 4. Quorum.      The presence at "the meeting of members entitled to cast, or of proxies entitled to cast one third (1/3) of the votes of the Association shall constitute a quorum for any action except as otherwise provided for in the Articles of Incorporation or these By-Laws. If a quorum has been attained, the vote of a majority present in person or by proxy shall be binding upon all members for all purposes, except as otherwise provided law, the Articles of Incorporation or these By-Laws. If, however, such quorum shall not be present or represented at any meeting, The members entitled to vote thereat shall have power to adjourn the meeting, from time to time, without notice other than announcement at the meeting, until a quorum as aforesaid shall be present or be represented.

Section 5. Proxies. At all meetings of members, each member may vote in person or by proxy. All proxies shall be in writing and filed with the Secretary. Every proxy shall oe revocable and automatically cease upon conveyance by the member or his Unit.

ARTICLE IV

BOARD OF DIRECTORS: SELELTION: TERM OFFICE

 

Section 1. Number. The affairs of this Association shall be managed by a Board. of Directors consisting of not less than three (3), nor more than nine (9), persons who need not be members of The  Association.          The first Board shall consist of three (3) members. Thereafter the number of Directors may be increased to a maximum of nine (9) by a majority vote of the board of Directors. The Directors of the first Board shall serve until the first election of Directors, and any vacancies in their number occurring before the first election shall be filled by Developer. Developer shall have the right to remove and replace any Director of the Association until the first election of Directors as provided herein.

 

Section 2. Term of Office. The first election of Directors  shall be held when Class B

membership ceases, as provided in Article . VII of the Articles of Incorporation, at a

meeting of the members called for that purpose. Three (3) Directors shall be elected in this first election, one (1) for a term of one) year, one (1) for a term of two (2)

years, and one (1) for the term of Three (3) years.         If the number of Directors is increases by the Boar of Directors as provided above, then said board shall also determine the term for each new directorship so created.   At each annual meeting thereafter a number of Directors equal to that of those whose terms have expired shall be elected for the term of three years.       At the expiration of any term of three (3) years, any Director may be re-elected.

 

Section 3. Removal. At such time as the memoirs of The Association are permitted to elect Directors, any Director may ut removed from the Board with or without cause, by a majority vote of the members of the Association entitled to vote, except as otherwise provided in the Articles of incorporation, in the event or death, resignation or removal of a Director, his successor shall be selected by the remaining members of the board and shall serve for the unexpired term of his predecessor.

 

Section 4. Compensation. No Director shall. receive compensation for any service he may render to the Association. However, any Director may be reimbursed for his actual expenses incurred in the performance of his duties.

Section 5. Action Taken -Without a Meeting. The Directors shall have the right to take any action in the absence of a meeting which they could take at a meeting by obtaining the written approval of all the Directors. Any action so approved shall have the same effect as through taken at a meeting of the Directors.

 

ARTICLE V

NOMINATION AND ELECTION OF DIRECTORS

 

At such time as members of the Association are permitted to elect Directors, the nomination and election of directors shall be conducted as follows:

 

Section 1. Nomination. Nomination for election to the Board of Directors shall be made by a Nominating Committee. Nominations may also be made from the floor at the annual meeting. The Nominating Committee shall consist of a Chairman, who is a member of the Board of Directors, and two (2) or more members of the Association who are not members of the Board.. The Nominating Committee shall be appointed

by the board of Directors at laast ninety (90) days prior to each annual meeting of The members to serve until the close of that annual meeting. The Nominating Committee shall make as many nominations for election to the Board of Directors as it shall, in its discretion, determine, but not less than the number of vacancies that are to oe filled.

 

Section 2. Election. Election to the Board of Directors shall be by secret written ballot,

unless unanimously waived by all members present. At such election the members may cast, in respect to each vacancy, as many votes as they are entitled; to exercise under the provisions of the Declaration. The persons receiving the largest number of votes shall be elected. Cumulative voting is nut permitted.

 

 

ARTICLE V1

MEETING OF DIRECTORS

 

Section 1. Regular Meetings. Regular meetings of the Board of Directors shall be held at

such times, at such place and hour as may be fixed, from time to time, by resolution of the Board.

 

Section 2. Special Meetings. Special meetings of the Board of Directors shall be held when called by the President of the Association, or by one-third (1/3) of the Directors then in office after not less than three (3) days' notice to each director.

 

Section 3. Quorum. A majority of the number of Directors then in office shall constitute a

quorum for the transaction of business. Every act or decision done or made by a majority of the Directors present at a duly held meeting at which a quorum is present shall be regarded as the act of the board.

 

ARTICLE VII.

POWERS AND DUTIES OF THE BOARD OF DIRECTORS

 

Section 1. Powers. The board of Directors shall have the powers reasonably necessary to

operate and maintain the Association, including, but not limited to, the following:

 

(a)        Adopt and publish rules and regulations governing the use of the Recreation Property and facilities, and the personal conduct of the members and their guests thereon, and to establish procedures for the imposition of penalties, including fines for the infraction thereof;

 

(b)        Suspend the voting rights and right of use or ant Recreation Property of a member

and such member’s family, guests and tenants, during any period in which such member shall be in arrears in the payment of any assessment levied by the Associations.  Such member shall be in default in the payment of any assessment levied by the Association. Such rights may also be suspended after notice and hearing, for a period not to exceed sixty (60) days for each infraction of published rules and regulations;

 

(c)        Exercise for the Association all powers, duties and authority vested in or

delegated to this Association, including all powers, which may be exercised by corporations not-for-profit pursuant to Chapter 617, Florida Statutes, and not reserved to The membership by other provisions of these by-Laws of the Articles of Incorporation;

 

(d)        Declare the office of a member of the board ut Directors to be vacant in the event

such member shall be absent three (3) consecutive regular meetings of the

 

(e)        Employ a manager, an independent contractor, or such other employees as they deem necessary, prescribe their duties and delegate any or all of the delegable duties and functions of the Association and/or its officers, and

 

Section 2. Duties. It shall be the duty of the board of Directors to cause the Association

to perform the purposes fir which it was formed, including, but not limited to, the following:

 

(a)        Cause to be kept a record of its acts and corporate affairs and to present a report

or reports thereof to the members at the annual meeting of the members, including a

financial report;

 

(b)        Supervise all officers, agents and employees of this Association, and to see that

their duties are properly performed;

 

(c)        As more fully provides in the Articles and herein, to fix the amount of the annual

assessment against each member and send notice thereof to every member at least thirty (30) days in advance of each annual assessment period;

 

(d)        Issue, or to cause an appropriate officer to issue, upon demand by any person, a

certificate setting forth whether or not an assessment has been paid.  A reasonable charge

may be made by the Board for the issuance of these certificates. If a certificate states

an assessment has peen paid, such certificate shall be conclusive evidence of such payment;

 

(e)        Procure and maintain such insurance as required by these By-Laws, and such other insurance as deemed appropriate or necessary.

 

(f)         Cause all officers or employees having fiscal responsibilities to be bonded, as

required by the Articles.

 

(g)        Perform all other duties and responsibilities as provided in the Articles and these

by-Laws.

 

ARTICLE VIII

OFFICERS AND THEIR DUTIES

 

Section 1. Enumeration of Offices. The officers of this Association shall be a President

and Vice-President, who shall at all times be members of the Board of Directors, a

Secretary, and a Treasurer, and such other officers as the board may from time to time by

resolution create.

 

Section 2. Election of Officers. The election of officers shall take place at the first

meeting of the board of Directors, following each annual meeting of the members.

Section 3. Term. The officers of this Association   shall be elected annually by the Board and each shall hold office for one year; unless he shall sooner resign, or shall sooner resign or is otherwise disqualified to serve.

 

Section 4. 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, may require.

 

Section 5. 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.

 

Section 6. Vacancies. A vacancy in may be filled by election by the Board. The

officer so elected to such vacancy shall serve for the remainder of the term of the officer he replaces.

 

Section 7.  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 offices except in the case of special created pursuant to Section 4 of this article.

 

Section 8. Duties.         The duties of the officers are as follows:

 

PRESIDENT

(a)        The President shall preside at all meetings of the members and Board of Directors; shall see that rules and resolutions of the Board are carried out and shall all leases ', mortgages, deeds and other written instruments.

 

(b) The Vice-President shall act in the place and in stead of the President in the event of

his absence, inability or refusal to act, and shall exercise and discharge such other

duties as may be required of him by the Board.

 

SECRETARY

(c)        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 to 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 shall perform such other duties as required by the board.

 

TREASURER

(d)        The Treasurer shall receive and deposit in appropriate bank accounts all monies of

the Association and shall disburse funds as directed by resolution of the board of

directors, Keep proper books of account; cause an annul general itemized statements showing the actual income and expenditures or the Association to be made at the completion of each fiscal year and shall furnish to each member who may make requests therefore in writing, a copy of such statement, within thirty (30) days after receipt of such requestL. Such copy may be furnished to the member either in person or by mail; and shall prepare an annual budget and a statement of projected income and expenditures to be presented to the board of Directors for review, amendment and adoption. A copy of annual budget as approved by the Board shall be delivered to each member of the Association.

 

ARTICLE IX

COMMITTEES

The Board of Directors shall appoint a Nominating Committee, as provided in these By-Laws. In addition, the board of directors shall appoint other committees as deemed appropriate in carrying out its purpose.

 

ARTICLE X

BOOKS AND RECORDS

The books, records and papers of the Association shall at all times, during reasonable

business hours, be subject to inspection by any member. The Articles of incorporation and the By-Laws of the Association shall be available for inspection by any member at the principal office of the Association, where copies maybe purchased a reasonable cost.

 

ARTICLE XI

MAINTENANCE OBLIGATION OF ASSOCIATION

The Association shall at all times maintain, repair and replace at its expense all Recreation Property, including all improvements placed thereon, in good condition and repair.

 

ARTICLE XII

PROPERTY RIGHTS

Section 1. Members' Easements of Enjoyment. Every member shall have a right and easement of enjoyment in and to the Recreation Property for its intended purpose, which shall be appurtenant to membership in the Association subject to the following provisions:

 

(a)        The right of, the Association to suspend the voting rights and right to use all or a portion of the Recreational~ Property by a-member (i) for any period during which any assessment against such member remains unpaid and (ii) for a period not to exceed sixty (60) days for any infraction of its published rules and regulations. In the event of such suspension, members shall not bc entitled to any abatement or reduction in assessments due the Association.

 

(b)        The right of the Association to dedicate or transfer all or any part of the Recreation Property to any public agency, authority, or utility for such purposes and subject to such conditions as may be agreed to by the members. No such dedication or transfer shall be effective without the consent of two-thirds (2/3rds) of the votes of the Association, and without prior written consent of Developer.

 

(c)        Rules and regulations adopted by the Association governing use and enjoyment of the Recreation Property.

 

(d)        The right of the Association to grant permits, licenses and easements over, upon, across and below the surface of the Recreation Property for utilities and other purposes reasonably necessary or useful for the proper maintenance or operation or the Recreation Property.

 

(e)        The Master Declaration.

 

(f)         The right of a member to delegate the rights and easements granted herein to such member's guests, family or tenants who reside in such member's Unit, or exercised concurrently with such persons.

 

ARTICLE XlII

COVENANT FOR ASSESSMENTS

 

Section 1. Payment of Assessments. Each merrier of the Association by participation in Association matters and by use of the Recreation Property and any facilities thereon, shall hereafter be deemed to have covenanted and agreed to pay to the Association the following dues, fees, charges and assessments (the "Operating Expenses"), subject to the provisions of Section 3 of this article XIII:

 

(a)        Any annual assessment or charge for the purpose of operating the Association and

accomplishing any and all of its purposes. At such time that there are improvements on

any Recreation Property for which the Association is responsible to maintain, repair and

replace, the Association shall include a. "reserve for replacement" in the annual assessment in order to establish and maintain an adequate reserve fund for the periodic maintenance,        repair   and       replacement      of            improvements   to the

Recreation Property.     The annual assessments shall be in equal amounts against each member.

 

(b)        Any special assessments, applicable only to the year it is assessed, for the

purpose of defraying, in whole or in part, the cost of any reconstruction, repair or

replacement or any improvement upon the Recreation Property, including fixtures and personal property related thereto, and for emergencies or other non-recurring expenses, emergencies, or non-recurring expenses, such assessments shall be in equal amounts against each member, providing that any such special assessment shall have been first approved y two-thirds (2/3rds) of the members.

 

(c)        Charges incurred in connection with the enforcement of any of the terms and

conditions hereof, including reasonable attorney's fees and costs.

 

(d)        Fees or charges that may be established for the use of facilities or any other

purpose deemed appropriate by the Board of Directors of the Association.

 

(e)        Assessments of any kind for the creation of reasonable reserves for any of the aforesaid purposes.         Such assessments shall be in equal amounts against each member.

 

Section 2. Liability of Members and Enforcement by Association. Each assessment against a member shall be the personal obligation of the member and shall not pass to the successors in title of the member's Unit. In the event that any member fails to pay its assessments as provided herein, the Association shall be entitled to suspend the rights and easements of said member during any period in which such assessments remain unpaid. Further, if any assessment is not paid within thirty (30) days after the due date, a late fee of Twenty-Five Dollars ($25.00, beginning from the due date, may be levied by the Board of Directors for each month the assessment is unpaid. There shall be added to the assessment all costs and expenses, including attorney's fees, required to collect same. No member may waive or otherwise escape liability for assessments provided for herein

by non-use of the Recreation Property. Rules and regulations of the Association which have been adopted by it in accordance with the provisions herein, may be enforced against any member by any proceeding at law or in equity. The terms, conditions, restrictions, covenants, reservations and easements contained ire these by-Laws and in the Articles of Incorporation may be enforced by any member against the Association or any other member by any proceeding at law or in equity. Failure of the Association to enforce the same for any period of time shall in no event be deemed a waiver or estoppel of the right to enforce same. In addition thereto, in the event the Association is granted lien rights against a member's Unit by any Individual Association, the Association shall have the right to exercise said lien rights the manner provided in the Individual Association documents.

 

Section 3. Commencement of First Assessment Period. Assessments provided herein shall, as to members owning Units in the Additional Phases commence as to each such member on the day of conveyance of title to their Unit in the Additional Phases by one Developer. The assessments applicable to the members owning units in Phases I and II shall commence January 1, 1989.

 

Section 4. Establishment of Assessments. The board of Directors of the Association shall

approve and establish all sums which shall be payable by the members of the Association in accordance with the following procedures.

 

(a)        Annual assessments against the members of the Association shall be established

after the adoption of operating budget by the Board of Directors, and written notice of

the amount and date of commencement thereof shall be given to each member not less than thirty (30) days in advance of the date thereof' annual assessments shall be payable at such time or times as the board ut Directors shall direct which shall be monthly until

otherwise directed.       Annual assessments shall include an amount for reserves:. so as to

enable the Association to establish and maintain an adequate reserve fund          for periodic

maintenance,     repair and replacement of improvements to the Recreational Property.

 

(b)        Special assessments against the members and all other fees, dues and charges,

including assessments for the creation of reasonable reserves, may be establishes by the

board of directors and any regular or special meeting thereof, and shall be payable  at such time or times as the Boars of Directors shall direct.

 

(c)        The Board of Directors may from time to time, establish by resolution, rule or

regulation, specific fees, dues or charges to be paid by members for any special or

personal use of facilities, or to reimburse the Association for the expenses incurred in

connection with the enforcement of any of the terns ut these By-Laws or the Articles. Such sums shall be payable by the affected member at such time or times as shall be

established by the resolution, rule or regulation.

 

(d)        The Association shall prepare a roster of the members and assessments applicable

thereto which shall be kept in the office of the Association and shall be open to

inspection by any member. The Association shall, upon request, furnish any member a certificate in writing signed by an officer of the Association, setting forth whether his

assessment has been paid and/or the amount which is due as of any date. As to parties

without knowledge of error, who rely thereon, such certificates shall be conclusive

evidence of payment or partial payment of any assessment therein stated having been paid or partially paid.

 

Section 5. Assessments to Developer. At the time of recording these By-Laws, K. Hovnanian at Half Moon Bay, Inc. is the Owner of the Additional Phases, described on Exhibit "I" attached to the Articles of Incorporation. As the Owner of the Additional Phases, Developer is obligated to pay that portion of the assessments of the Association which is attributable to the Units to be constructed on the Additional Phases as hereinabove described in Section 2 of this Article XIII.            At this time, developer is proposing to create two hundred five (205) units within the Additional Phases. Developer shall pay the annual assessment attributable to such two hundred five (205) units, however, at such time as title to a Unit is conveyed to a purchaser thereof, such purchaser shall be liable to pay assessments attributable to such Unit and Developer shall be relieved of any further responsibility thereof.         In the event Developer determines that the ultimate number of Units to be created within the Additional Phases is different than two hundred five (205), developer shall provide the Association of such modified number of Units, and that number shall be deemed to replace two hundred five (205), as herein set forth.

 

Section 6. Fines. In the event of a violation (other than the non-payment of an assessment) by a member of any of the provisions of the Articles or these by-Laws, or the rules and regulations adopted pursuant to any of the same, as the same may be amended or added to from time to time, and in addition to the means for enforcement provided elsewhere herein, the Association shall have the right to assess fines against a member for each violation in the manner provided herein.

 

(a)                Covenants Enforcement Committee. Board of Directors shall appoint a Covenants

(a)Enforcement committee which shall be charged with determining whether there is probable cause that any of the provisions of the Articles of Incorporation, these By-Laws, and the Rules and Regulations of the Association, governing the use of the Recreation Property, and the personal conduct of the members and their guests are being or have been violated.  In event that the Covenants Enforcement committee determines an instance of such probable cause, it shall report same to the Board of Directors. The Board of Directors shall thereupon provide written notice to the person alleged to be in violation, and to the member if that person is not the member, of the specific nature of the alleged violation and of the opportunity for a hearing before the Board of Directors upon a request therefor made within fifteen (15) days of the sending of the notice. The notice shall also specify, and it is hereby provided, that each recurrence of tale alleged violation or each day during which it continues Shall be deemed a separate offense, subject to a separate fine not to exceed Fifty Dollars ($50.00) for each offense. The notice shall further specify, and it is hereby provided, that in lieu of requesting a hearing, the alleged violator or member may respond to the notice, within fifteen (15) days, acknowledging in writing that the violation occurred as alleged and promising that it will henceforth cease and will not recur, and that such acknowledgment and promise and performance in accordance therewith, shall terminate further enforcement activity of the Association with regard to the violation. The foregoing sentence shall not apply to a notice for an alleged recurrence of a previously noticed violation.

 

(b)               Hearing.           If a hearing is timely requested, the Board of Directors shall hold

(b)same, and shall hear any defense to the charges of the Covenants Enforcement Committee, including any witnesses that the alleged violator, the member, or the covenants Enforcement Committee may produce. Any party at the hearing may be represented by counsel.

 

(c)        Board Determination. Subsequent to any hearing, or if no hearing is timely requested and if no acknowledgment and promise is timely made, the Board of Directors shall determine whether there is sufficient evidence of the alleged violation, if the Board so determines, it may levy a fine for each violation in an amount not to exceed Fifty ($50.00) Dollars.

 

(d)        Assessment of Fine. A fine pursuant to this section may be assessed against the

member and shall be collectible in the same manner as any other assessment, including by the Association's lien rights as provided in the Declaration. Any fines which are not paid when due, as determined by the board, shall be delinquent. If the fine is not paid within thirty (30) days after the due date, a late fee of Fifteen ($15.00) dollars, beginning from the due date, may be levied by the Board of Directors for each monththe fine remains unpaid. The person obligated to pay the fine shall also be charged

interest at the highest rate permitted by law and costs and reasonable attorney's fees

incurred by the Association in connection with collection and/or appeal shall be added to

the amount of such fine.

 

(e)  Other Relief. Nothing herein shall be considered as a prohibition of or a limitation

on the right of the Board of Directors to pursue other means to enforce the provisions of the Articles or these By-Laws, or any other remedies at law or in equity.

 

ARTICLE XIV

1NSURANCE

Section 1. Association.

(a)        The Association shall purchase and maintain a policy of property insurance covering all of the Recreation property (except land, foundation, excavation and other items normally excluded from coverage), any fixtures in buildings,          service equipment and any common personal property and supplies. This insurance policy shall afford,

as a minimum, protection against loss or damage by fire or other perils normally covered by a standard extended coverage endorsement, as well as all other perils which are customarily covered with respect to Projects similar in construction, location and use,

including all perils normally covered by the standard "all risk" endorsement, where such

is available. This policy shall be in an amount equal to one hundred percent (100%) of

current replacement cost of the Recreation Property (exclusive of land, foundation,

excavation and other items normally excluded from coverage).   These policies may not be cancelled or substantially modified without at least ten (10) days prior written notice to the Association. The Association shall also obtain, if available, the following special enaorsements:     "Agreed Amount" and "Inflation Guard Endorsement".

 

(b)        Flood Insurance, if the Recreation Property is located within an area which has

special flood hazards, as defined by the Federal Emergency Management Agency, the

Association shall obtain and pay the premiums upon a policy of flood insurance in

Recreation Property and any buildings or other Recreation Property covered by the required form of policy (herein "Insurable Property"), in an amount deemed appropriate, butt not less than the following:

The lesser of (i) the maximum coverage available under a national flood insurance program for all buildings and other Insurable Property with any

portion of the Recreation Property located within a designated flood hazard area; or (ii)

one hundred percent of current "replacement cost" of all such buildings and other

Insurable Property.

 

(c)        The Association shall maintain comprehensive general liability insurance coverage covering all of true recreation Property. The coverage shall be at least for One Million dollars ($1,000,000.00) for bodily injury and property damage arising out or each single occurrence. Coverage shall include, without limitation, legal liability of the insured for property damage, bodily injuries in connection with the operation, maintenance or use of the Recreation Property, and legal liability arising out of lawsuits related to employment contracts in which the Associaton is a party. Such policies must provide that they may not be canceled or substantially modified by the insurer, without at least ten (10) days' prior written notice to the Association.Insurance Trustee. Notwithstanding any of the foregoing provisions and requirements relating to property or liability insurance, there may be named as an insured, on behalf of the Association, the Association's authorized representative, including any trustee with whom such Association may have entered into an insurance trust agreement, or any successor to such trustee (each of which shall be referred to herein as the "Insurance Trustee"), who may have exclusive authority to negotiate losses under policies providing such property or liability insurance.

 

ARTICLE XV

CORPORATE SEAL

The Association shall have a seal in circular form having within its circumference the

words: HALF MOON BAY MASTER. ASSOCIATION, INC., a Corporation Not For Profit, 198__

 

ARTICLE XVI

AMENDMENTS

Section 1. Until such time as Class b membership ceases, these By-Laws may be amended, altered rescinded by a majority vote of the Board of Directors; and thereafter at a regular or special meeting of the members, by a vote of a majority of a quorum of members present in person or oy proxy.

 

 

Section 2. In the case of any conflict between the Articles of Incorporation and these

By-Laws, the Articles shall control.

 

ARTICLE XVII

MISCELLANEOUS

Section 1. All checks and promissory notes in excess of such amount as may be determined from time to time by the board shall be co-signed by the President or any Vice-President aria by any other officer of the Association or by the manager, if any, and if authorized by the Board to do so.

 

Section 2. The fiscal year of the Association shall begin on the first day of January and end on the 31st day of December of every year, except that the first fiscal year shall begin on the date of incorporation.

 

Section 3. Severability. Invalidation of any one of the terms or provisions of these By-Laws by judgment or court order shall in no wise affect any

other provisions which shall remain In full force and effect.

Section 4. Notices. Any notice required to be sent to any member under the provisions of

these By-Laws shall be deemed to have been properly sent when mailed, post paid, to the

last known address of the person who appears as member on the records of the Association at the time of such mailing.

 

Section 5. Permits, Licenses and Easements. The Association shall have the right to grant

permits, licenses and easements over, upon, across, under and through the Recreation

Property for utilities and other purposes reasonably necessary or useful for the proper

maintenance and operation of the Recreation Property, as so determined by the Board of

Directors of the Association.

 

Section 6. Assignment of Powers. All of the rights and powers and reservations of Developer herein contained may be deemed conveyed or assigned to other persons or entities by an instrument in writing duly executed, acknowledged and recorded in the Public Records of Palm Beach County, Florida.

 

Section 7. In the event of any litigation hereunder, the prevailing party or parties shall

be entitled to recover from the losing party or parties all costs and attorney's fees

through all levels of proceedings.

 

 

ARTICLE XV11I

 

INFORMATION TO LENDERS AND MEMBERS

 

Section 1. The Association shall make available to members and to lenders, and to holders, insurers, or guarantors of any first mortgage on any member's Unit, current copies of the Articles of Incorporation or these By-Laws of the Association, other rules concerning the Recreation Property and the books, records and financial statements of the Association. "Available" means available for inspection, upon request, during normal business hours or under other reasonable circumstances..

 

Section 2. Any holder of a first mortgage upon a member’s Unit shall be entitled, upon written request, to a financial statement of the Association for the immediately preceding fiscal year.

 

Section 3. Upon written request to the Association by the holder, insurer, or guarantor of any mortgage on a member’s unit (hereinafter referred to as "Lender"), which written request shall identify the name and address of the Lender an the member’s unit number and address thereof, the Lender will be entitled to timely written notice of:

 

(a)        Any condemnation loss or casualty loss which affects either a material portion of the recreation Property,

 

(b)        Any delinquency in the payment of assessments ui charges owed by a member whose Unit is subject to a mortgage held by the Lender, which remains uncured for a period of sixty (60) days,

 

(c)        Any lapse, cancellation or material modification of any insurance policy or fidelity bond maintained by the Association;

 

(d)        Any proposed action which would require the consent of a specified percentage of mortgage holders.

 

IN WITHESS WHEREOF, We, being all of the directors of HALF MOON BAY MASTER ASSOCIATION, INc., have hereunto set our hands this            day of   , 1988.

RALPH HINTZ - Director

RALPH            BRINK - Director

RANDY CALL1S - Director