10/17/83

83-052721 B~ 11 8 S P · ~ r () 1 4 !i FIRST AMENDMENT TO

DECLARATION OF COVENANTS, EASEMENTS AND RESTRICTIONS FOR ETHAN'S GLEN

WHEREAS, the Declaration of Covenants, Easements and

Restrictions for Ethan's Glen (hereinafter "Declaration")

was filed by Conqu~stador Development Corp. (~ereinafter

referred to as "Developer"} in O.R. Book 1178, Page 1617,

and was re-recorded in O.R. Book 1179, Page 320, all in the

Public Records of Marion County, Florida; and

WHEREAS, Developer is still the owner of all of the

"Property" {as defined in the Declaration) and desires to

amend the Declaration in certain respects;

NOW, THEREFORE, the Declaration is hereby amended in

the following respects:

(1} Exhibit A and Exhibit B attached hereto were

inadvertently omitted from the Declaration, and shall be

deemed attached thereto.

(2) Sections 9, 10, 11 and 12 of Article I of the

Declaration are hereby amended to read as follows:

"Section 9. 'Planting Bed' shall mean and refer to the area that lies within three feet of the front exterior wall of a Townhouse or Villa, within three feet of the rear wall of a Townhouse or Villa, and within three feet of any concrete patio or slab attached to a Townhouse or Villa.

Section 10. 'Private Drainage Area' shall mean and refer to that parcel designated on the Plat as 'Tract D'.

Section 11. 'Private Streets' shall mean and refer to Tract A on the Plat.

Section 12. 'Rec Area' shall refer to Tract C as shown on the Plat."

(3) Section 1 of Article V of the Declaration is

amended to add the following as an additional subsection:

\OJ Waiver of SuD~ogativn. No Owner of a Town= house, nor his insurance company, shall have the right to seek damaaes :~ainst another Owner for a fire loss or other loss normailv covered under a standard fire and extended coverage~policy. The Owner of each Townhouse shall obtain a clause in his hazard insurance policy in which the insurance company waives its right of subrogation against any other Owner. The Board of Directors of the Association shall have the right to impose other reasonable requirements with respect to the hazar.d insurance policies on Townhouses in order to fully protect the Owners of the Townhouses."

FOWLER, WHITE. GILLEN. BOGGS r·.~:-:-:-' VILLAREAL AND BANKER. P.A. f,:,:C.~~'..::.-. , P.O. BOX 1438

TAMPA. FLORIDA 33601

(4) Article IX of the Declaration is amended to add

the following as an additional Section:

ftsection 5. Maintenance Easements. One wall of each V1lla w1ll be constructed by Developer contiguous to one side boundary of the Lot on which the Villa is located; the Owner of each Villa shall have an easement over the adjoining Lot as may be reasonably necessary to maintain tllat wall, which easement shall be limited to the area within five feet of that side boundary of the Lot."

IN WITNESS WHEREOF, Conquistador Development Corp. has

caused ~~is instrument to be executed, this ~ day of

__ .:::;:.V:;....::'--_./~C-/)~~:;.'_"-..;;_· --' 1983 •

Signed, sealed and delivered in the presence of:

~~~ '// /},// ~A -1)/'/._.r' M /_ :f/ ~.:.-- 'v

STATE OF FLORIDA (

COUNTY OF Mfl ,q,., o A)

CONQUISTADOR DEVELOPMENT -~~..P .o ·-

The foregoing instrument was acknowledged before me, thJs .;?~A>;t- day of ~hd<Cll , 1983 by KotS.t!?<F

. U .1! ·h; v"' IV; , President of CONQUISTADOR DEVELOPMEN"T CORP., a he& ~tt corporation, on behalf of the corporation.

2.

~~/.~ Notary PUbll.c

My Commission Expires: . IIOTMY PUaJC. Sfll£ OF fliiiiiJA 1J ~ If CIJIR1I$SIOII DPIIES RIIIM'I' Z5. J.

8/27/83

0 ... !'j'._;U"

ARTICLES OF INCORPOP~TION

OF

ETHAN'S GLEN HOHEOV.'NERS' ASSOCI AT ION, INC.

In compliance with the requirerner.ts of Florida Statutes

617.013, the undersigned, all of whom are residents of

Florida and all cf whom are of full age, have this day

voluntarily associated themselves together for the purpose of

forming a corporation not for profit ar.d do hereby certify:

ARTICLE I

~

The name of the corporation shall be ETHAN'S GLEN

H0~1EOWNERS' ASSOCIATION, INC., hereafter called the "Asso-

ciation".

ARTICLE II

Principal Office

The principal office of the Association is located at

3101 s.u. College Road, Suite 201, Ocala, Florida 32674.

ARTICLE III

Purpose and Powers of the Association

This Association does not contemplate pecuniary gain or

profit to the members thereof, and the specific purposes for

which it is formed are to provide for the maintenance,

preservation and architectural control of the development

known as the Ethan • s Glen located in ~tar ion County, Florida

on the "Proper~y" as that term is defined in the Declaration

l\...----J:.&..-­\IlC ... CQ.L ""CL cf Covenants; Eas~rnents i=!nd Re-

strictions for Ethan's Glen, which Declaration is recorded or

is to be recorded in the Public Records of r-larion County,

Florida, and to promote the health, safety and ... :elfare of the

residents \·:ithin the Property and .:my additions therE-to as

may hereafter be brought \vithin the jurisdiction of this

EXHIBIT A

Association.

the power to:

For this purpose, the i'.!>s0ci.J.tio:: sh.:;ll have

(a) exercise all of the powers and privileges, and

to perform all of the duties and obligations of the

Association as set forth in the Declaration, as the sa~e

:nay be <l~ended fro~ tine to tine as therein provided~

provided, hO\.Yever, that the day to day mair..tenance

and/or rnar..agement activities of the Association nay be

delegated to a property rnanagenent fi~ or other sinilar

business entity or institution~

(b) fix, levy, collect and enforce payment by any

lawful means all charges or assessments pursuant to the

terms of the Declaration~ to pay all expenses in con­

nection therewith, and all office and other e:w:penses

incident to the conduct of the business of the Asso­

ciation, including all licenses, taxes or governmental

charges levied or imposed against the property of the

Association;

(c) uc~uire (by gift, purchase or othenvise), own,

hold, improve, build upon, operate, naintain, convey,

sell, lease, transfer, dedicate for public use or

otherwise dispose of real or personul property in

connection with the affairs of the Association~

(d) borrow r.:oney and, llrith the assent of t\o~O­

thirds (2/3) of each class of members, ~ortgage, pledge,

deed in ttust, or hypothecate any or all of its real or

personal property as security for money borro,.;ed or

debts incurred;

(e) dedicate, sell o~ transfer all O! any part of

the Common Areas (defined in the Declaration) to any

publ~c agency, authority, or utility for such purposes

and subject tc such conditions as may be agreed to by

the membc r s . No such dcdic.:ttion or transfer shall be

effective unless an instrument has been signed by two-

2.

thirds (2/3) of each cl~ss of ~embe~s ~grr.cing ~o such

dedication, sale or transfer;

(f) participate in mergers and consolidatio~s with

other non-profit corporations orcanized for the same

purposes or anne~ additional residential property and

Common Areas, provided ti:at any such mcrge:r, consolidc:.-

tion or annexation shall have the assent of two-thirds

(2/3) of each class of ~errbers;

(g) have and to exercise any and all powers,

rights and privileges uhich a corporation orqanized

under the Non-Profit Corporation Law of the State of

Florida by law rna~ no\v or hereafter have or exercise.

ARTICLE IV

l·1embershio

Every person or entity who is a record owner of a fee or

undivided fee interest in a Totvnhouse or Villa (as defined in

the Declaration) \-rhich is subject. to the Declaration and to

assessments by the Association, including contract sellers,

shall be a member o= the Association. The foregoing is not

intended to include persons or entities who hold an interest

merely as security for the performance of an obligation.

~~~hership shall be appurtenant tc and may not be separated

from ownership of any Townhouse or Villa and a member's share

of or interest in the assets of the Association cannot be

transferred or•nypothecated except as an appurtenance to his

Townhouse or Villa.

ARTiCLE V

The Association shall have ttvo classes of voting member-

ship:

Class ;,. Class A members shall be all Owners (as

deflne:d in the Declaration}, with the exception of the

Declarant (th~ term "Declarant" as used herein shall refer to

the "Developer" nnne4 in the Declaration), and shall be

3.

entitled to one (1) vote for each Townhcusc or Villa o~ned.

\Jhcn nore than one person or entity holds an intere~;t in any

TO\vnhouse or Villa, all such per~ons or entities shall be

members. The vote for such Tm·mhouse or Villa shall be

exercised as they determine, but in no event shall more than

one (1) vote be cast with respect to any T~\.;nhouse or Villa.

Class B. The Class B menber shall be the Declarant \oJho

shall be entitled to three (3) votes for each Townhouse owned

and ten (10) votes for each Lot which Declarant owns and on

which there are no completed Tovnhouses or Villas. The Class

B membership shall cease and be converted to Class A member-

ship on the happening of either of the follo\-ling events,

whichever occurs earlier:

(a) when the total votes outstanding in the Class A

oernbership equal the total votes outstanding in tbe

Class B membership; or

(b) five (5) years from the date of the co~~encenent of

construction of the first To\mhouse Parcel by

Declarant; or

(c) upon the election of Declarant.

ARTICLE VI

Board of Directors

The affairs of this Association shall be managed by a

Board of three (3) directors, who need not be oembers of the

Associ-ation. The number of directors may be changed

amendment of the By-Laws of the Association. The names

addresses of the persons who are to act in the capacity

directors until the selection of their successors arc:

Robert A. ~:antcvani - 3101 s.w. College Ro~d Suite 201 Ocala, Florida 32674

Paul R. Gibson 3101 s.w. Colleae Road Suite 201 • Ocala, Florida 326~4

~iguel A. Ferrer 3101 S. t!. Colleqe !\("'ad Suite 201 -Ocala, Florida 32674

4.

by

and

of

thereafter, the nembers sh:-~ll elect the th:ec {2) director~.

each for a term of one (l) '·ear.

ARTICLE VI!

The affair~ of the Association shall be administered by

the officers designated in the By-La~s. The off!c~rs shall

be elected by the BC"ard of Directors at its fi::-st r:teeting

follo\oring the annual meeting of the r:ternbers cf the Asso-

ciation, and shall serve at the pleasure of the Doard of

Directors. The names and addresses of the officers who shall

serve until their successors are designated by the Board of

Directors are as follows:

President Robert A. Z.lantovani -

Vice-President - Paul R. Gibson

Secretary Higuel A. Ferrer

Treasurer Higuel A. Ferrer

ARTICLE VIII

Indemnification

3101 S.\-1. College Road Suite 201 Ocala, Florida 32674

3101 S.\·1. College Road Suite 201 Ocala, Florida 32674

3101 S.i!. College Road Suite 201 Ocala, Florida 32674

3101 S.t·!. College Road Suite 201 Ccala, Flo::-ida 32674

Every Director and every Officer of the Association

shall be indemnified by the Association against all expenses

and liabilities, including counsel fees, reasonably incurred

by or imposed upon him in connection \Ji th a.ny proceeding ,..,..,..

settlerni!nt of any proceeding to which he m.:1y be: a part or in

which he ~ay !:;cccr:;f? involved by reasvn of hi:; being or having

been a Director or Officer cf the Association, whether or not

:..

he is a Director or Officer .:..t the tir:~e ~;uch e:-:penses are

incurred, except \-lhen the Director or o:: ::icer is adjudged

guilty of gross negligence or uill!:ul ni~~conduct in the

performance of his duties; provic~d, that in the event of a

settlement~ the indemnification shall c.pply cnly v1hen the

Board of Directors approves such settlcne~t and rP.ir.bursement

as being for the best interest of the Association. The

fo::-egoing right of ir.der.mificaticn shall be in addition to

and not exclusive of all other rights to which such Virector

or Officer may be entitled.

ARTICLE n:

Bv-Lc\iS

The first By-Laws of the Association shall be adopted by

the Board of Directors, and may be altered, amended or

rescinded in the nanner provided in the By-Laws.

ARTICLE X

Declaration

In the event of any conflict between these Articles and

the Declaration, the provisions of the Declaration shall

control.

ARTICLE XI

Amendments

Amendments to the Articles of Incorporat_ion shall be

adopted i~ the following manner: notice of the subject

matter of a proposed amendment shall oe included l.i'i the

notice of any meeting at which the proposed amendnent is

considered; a resolution for the adoption of a proposed

6.

by r.-:crnbe:rs o! the l'\ssociation, and sh<1ll b~ ccr~sicercd at a

joint ~ccting of ~enters and directors: ciirc~tor~ and ~embers

not prcsen~ in pcrscn 0r by pr0:::: at the r-:ceti:H~ considcrinc

the ar:tenanent ::::ay e:l-:prcss their approv.:J.l in ·,;ri ting, ?::ovided

that the approval is delivered to ~he Secret~r'-' at or prior

to the neeting: a resolution adopting a proposed ar..endr::ent

shall recui=e the apprcval of a najority of the directors and

at :east a r::ajority vote oi the member~ of the Association.

The l-.rticles na:' also be a~ended \·li tf:.out a neeting by

the written joinder and ccnsent to the amendr::ent by all of

the directors and all of the Townhouse Owners.

Provided, however, that no amendment shall make any

changes in the qualifications for membership nor the voting

rights of members, without approval in writing by all of the

members and joinder of all record owners of mortgages on

Townhouses. No amendnent shall be nade that is in ccnflict

with the Declaration.

i'..nendrnents shall not be effective until a copy certified

by the Association as having been properly adopted has been

recorded in the Public Records of z.:arion County, Florida.

AP.TIC!.E XII

Subscribers

The names and addresses of the incorporators of the

Association ana· subscribers of these Articles of Incorpo-

ration are as follows:

Name

Robert A. Mantovani -

Paul R. Gib~:on

Miguel A. Ferrer

Addres~

3101 s.w. College Road Suite 201 Ocala, Florida 32674

3101 s.w. Colleqe Read Suite 201 Ocala, Florida 32674

3101 S.W. Cellccc Read Suite 201 ' Ocala, Florida 32674

7.

Al~TICLE XII I

ReqistercC. O~fice and Aaent

The st::::cet address of t!1e Associ.:1tion • s ini ti<J.l ::-egis-

tered c~fice is 3101 S.t·:. College Ro<J.d, Suite 201, Oc<J.la,

Florid~ 326/4, and the n.:1me of ~he Associatio~'s initial

registered agent at such of~icc is Robert A. Nantovani. The

Association may change its registered office or agent or both

by filing ~.-i th the Department of State of the State of

Florida a st~tement complying with Florida Statute 607.037.

F.RTICLE XIV

Dissolution

The Association may be dissolved with the assent given

in writing and signed by not less than two-thirds (2/3) of

each class of wernbers. Upon dissolution of the Association,

other than incident to a merger or consolidation, the assets

of the Association shall be dedicated to an appropriate

public agency to be used for purposes sioilar to those for

which this Association was created. In the event that such

dedication is refused acceptance, such assets shall be

granted, conveyed and assigned to any non-profit corporation,

association, trust or other organization to be devoted to

such similar purposes.

ARTICLE i\.V

Duration

The corporation shall exist perpetually.

ARTICLE XVI

-··· 1••- ... -------, rnft{Vft ftUOJ:"UVC1..L

As long as there is a Class B membership: the following

actions will require the prior approvul of the Federal

Housing tl.dministr<-:. tion or the Veterans r-.dministration:

armexaticn of dcidi tional properties other than additional

Phases (defined in the Declaration) as provided in the

8.

, '

Declaration, i:1Cr(1ers .:1r:c consolidation:;, :::or~-=_:~H!ins; c:f Cor.'.non

Areas, .:ledic~tion of Cor.non Art.:as, l!i:.o:_:olutiP:: ... 1d d:'lenament

of these Ar~~cles.

Hi \·:I'I::ESS t·:HE~ECF, the undersigned sl.!bscribers have

executed these .i\:::-ticlcs o: !ncoq:c:::-c:.tion fo::- the uses and

purposes e:-:pressed herein, this 2~ day of

19 $--1

/7~vani, Subscnber

Pau.J. R. pibson, Subscriber

STATE OF FLCRIDA

COu"NTY OF Z.lARION

The foregoing inst::-ument was acknowledged before me this

tl A~ day of hn !lc7l , 19 f3, by Robert A. Hantcvani.

Notary Public

Nv Commission E:-:oires: - ~qy PU!!.It. STAt! Of Piiiillil Af U1G£

MY co--. EJP!I£S fDIIIAIY a • ) /

·,.., ..

~ : .

I ·'I :; . J.

n 'I : '\ \\....,. STATE OF FLORIDA ·,, ' ..

COUNTY OF NAR!ON

The foregoing instrument was acknowledged before me this

day of l9 Yj , . by Paul R. Gibson.

My Co~ission Expires:

9.

IMJTdY l'll&IC. SlAii Of Fi01i1l'A if t.'2Q fiiY (.l)tiMIS.iiON UPIW ftJIIUMf ~ lSG

0 t. 1 ~ \,;. ! . :: ~. r r () 1 t) r-; _ c..._... V 1 ,,v.._ t... '

STATE CF FLORIDA

COtl!-:TY OF HJ\RICI-:

The forcaoina instrunent was acknowledqed before ne this

;216 day of- _&_/y/.fj 1 19 .f3 1 by l'1igu~l .;. Ferrer.

!-!;: Co::r.mission Expires: ~ I'UiiliC. Stall Of fW!ItllA lt tAKE tl'f CCfAI:j!gll OO'li£5 f£iU!Y 25. 1515

I I

·'

I.

CI:RT!FIC!,TE Df.SIGl~ATI~lG PLi\C!~ CF !3USI:,;r:ss OF. DCPICILE FOP. 'I'i!E SERVICI.: GF PHOCESS ~:I'l'H r:; TlilS

STNl'E, !Jlll-iiNG i\GENT Ul'O!: l..liG:~ PROCESS ~;1\Y !3E ~ERVEG.

In pursua~c~ of Ch~ptc~ 48.C9l, Florid~ Statutes, ti::e :ollc\":ir.s- is subr::i ttec, .i:1 coi:'!plic::r:c<-: vli t:. said ~-~ct:

organi~c ur:cc:::: the laHs o: the Stc>.t€! of Flo:::: ide. Hi th its

p::::-i:1cipal o:::ice, as ir:dicated in the .?.rticles c!: Ir.corpo-

ration at C~ty of Ocala, County of ~arion, State of Florida,

has naned Robert J!... 1-lantovani, c/o N~ntovani Investr::ents,

3101 S~-I College Road, Suite 201, City of Ocala, County of

~~rion, State of Florida, as its agent to accept service of

process within this state.

DATED this 2..: day of __ ..::;:C::...;<!o.o--.tc........:<:.:-:::":...:<l".J--"'.:."..:;.-_~L=---' 19 S.).

ETHAN'S GLEN HOHEOUNERS' ASSOCIATIOr~, Ir!C.

Having been r.arnec to accept service of process for the

above stated corporation, at place designated in this certif-

icate, I he::::-eby accept to act in this capacity, and agree to

comply with the provision of the above mentioned statute

relative to pe~forrnance of my duties.

F\'IC3/ a

8/27/83

BY-LAi\S

OF

ETHAN'S GLEN HmlEO\-JNERS' ASSOCIATIOt:, !i:C.

ARTICLE I.

I den~

Section l. These are the By-Laws cf ETHAN'S GLEN

HOHEOWNERS' ASSOCIATION, H~C., hereinafter !'eferred to as the

"Association", a corporation not for pro:it under the laws of

the State of Florida, the original Articles of Incorporation

(hereinafter "Articles") of which have been filed in the

office of the Secretary of State. The Association has been

organized for the purpose of providing for the ~aintenance,

preservation and architectural control of the development

kn~•T. as Ethan's Glen located in }2rion County, Florida, and

for the purpose of perforoing certain other functions as set

torth in the Articles and in the Declaration of Covenants,

Easements and Restrictions for Ethan's Glen (hereinafter

•neclaration") located on N.E. 21st Street and 39th Avenue,

in Ocala, Florida, which Declaration is recorded or is to be

recorded in the Public Records of f·2rion County, Florida.

Section 2. The initial mailing address of the Asso-

ciation shall be 3101 s.w. College Road, Suite 201, Ocala,

Florida 32674.

Section 3. The Association shall operate on a calendar

year basis, beginning on the 1st day of January and ending on

the 31st day of December of each year. The Board of Direc-

tors is expressly authorizco to change from a calendar year

basis to that of a fiscal year basis whenever d_eemed expedi-

~-· and fer the best interests of the Association.

Section 4. The seal of the Associution shall bear the

name of the Association, the word "Florida", the words

RCorporation Not for Profit" and the year of incorporation.

f,XHitilJ B

( (

1 ~,., G :JA rr 0 ~ (.) I hVo_ 159 ARTICLE II

Definiti0ns

Section l. All terns used herein shall have the same

definition as given those same terms in the Declaratio~.

unless the context clearly requires otherwise, and the

definition section of the Declaration is hereby incorporated

by reference.

Section :. "!·!ember" shall mean these persons or en-

tities entitled to ner.~ership in the Association as provided

in the Declaration.

ARTICLE III

I!eetina of l-1embers

Section 1. Annua 1 .r-teetinas. The first annual neeting

of the r-tembers shall be held within one year from the date of

incorporation of the Association on a date determined by the

Board of Directors, and each subsequent regular annual

meeting of the Members shall be held on the same day of the

same month each year thereafter until changed by the Board of

Directors. The time of the annual meeting shall be fixed by

the Board of Directors. If the day for the annual meeting of

the Members is a legal holiday, the meeting will be held on

the first cay follo\-Jing \·Thich is not a legal holiday.

Section 2. Soecial Heetinas. 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 Z.lembers

who are entitYed to vote one-fourth (1/4) of all of the votes

of the Class A membership.

se ... _ion 3. Notir.e of ~lee tincts. \iri tt.en notice of each

meeting of tne ~e~~ers shall he given by, or at the di~ection

of, the Secretary or person authorized to call the meeting,

by mailing a copy of such notice, postage prepaid, at least

fifteen g:;) days before such neeting to each Nemt-er entitled

to vote tht.:rcat, addressed to the l-!enbcr' s acdrcss last

appearing en che book~ of the 1\ssociation, or supp.i icd by

such r:ember to the Association !:or- the purpose of aoticc.

( (

Such notice shall specify the place, d<!y i:lnd hour of the · ..

meeting, and. in the case of a special Meeting, the purpose

of the meeting.

Section 4. l·laiver of Notice. Before or after any

meeting, any r·:ember may waive notice of the r:1eeting in

writing, and such waiver shall be deemed the equivalent of

such notice. Attendance of a Member at a meeting shall

constitute a \-Iaiver of notice of such notice, except when a

Member objects at the beginning to the transaction of any

business because the meeting is not lawfully called or

convened.

Section 5. Quorum. The presence at the r:1eeting of

Members .::nt.i tled to east votes I or of proxies entitled to

cast votes, a majority of the votes of all Nerr..bers shall

constitute a quorum for any action, except as otherwi~e

provided in the Articles of Incorporation, the Declaration,

or these By-Laws. If 1 however, such quorum shall not be

present or represented at any meeting, the Members entitled

to vote thereat shall have power to adjourn the ~eting from

time to time, without notice other than announcement at the

meeting, until a quorum as aforesaid shall be present or be

represented.

Section 6. Proxies. At all meetings of Members, each

~.ember nay vote in person or by proxy. All proxies shall be

in writing and filed with the Secretary prior to the opening

of the meeting. Every proxy shall be revocable, and shall

automatically cease upon conveyance by the f.lember of his or

her '.i'o\omhouse.

Section 7. ~- At every r:1eeting, f.lernbers either in

person or by proxy shall have the right to vote iri the manner

as set forth in thE! Declaration and A.rticles. The vcte of

the majority or those votes present, in person or by proxy,

shall decide any question brought before a ~eeting at which a

quorum is prcscr.t, unless the questio~ i~: one U?On \.;hich, by

express provisions of statute or the Dec l3rc t ion or c:" the

3.

( (

Articles or of the By-Laws, a different vote is required, in

which ~ase such express provisions shall govern and control.

Section 8. Conduct of Heeti~. The order of business

at all annual or special meetings of the Members shall be as

follows:

(a) Roll call.

(b) Proof of notice of meeting or waiver of

notice.

(c) Reading of the minutes of preceding meeting.

(d) Reports of officers.

(e) Reports of committees.

(f) Election of directors (if election to be

held).

(g) Unfinished business.

(h) New business.

Section 9. Voting by Written Instrument. The directors

may poll the Owners in writing on any matters on which the

OWners are, or would be, authorized to vo~e on at the annual

meeting or special meeting called for such purpose, and a

written vote of the !-J.er.lbers without the necessity of calling

a meeting shall determine any such matter based upon the same

number of votes as would be required for the passage or

defeat of such natter at a meeting at which all Her.lbers were

present.

ARTICLE IV

Board of Directors: Selection and Term of Office

_Section 1. ~- The affairs of this Association

shall be managed by a Board of three (3) directors, who need

not be f1er:tbers of the Association.

Sectiou ~. Term of Offi~e~ At the first annual meeting

and at each annual meeting thereafter, the Nembers shall

elect three (3) directors for a term of one (1} year.

Section 3. Removal. ---- Any d~rcctor r::z.ty be removed from

the Board, with or withou~ cause, by a rn~jority vote of the

4.

( (

1;-)G~~S~0162

Members of the Association. In the event of death, resigna-

tion or removal of a director, his successor shall be select-

ed by the remaining Members of the Board and shall serve for

the unexpired term of his predecessor.

Section 4. Comoensation. No director shall receive

compensation for any service he may render to the Asso-

ciation. However, any director may be reimbursed for his

actual expenses incurred in the performance of his duties.

Section 5. Action Taken \'1i thout a Meeting. The direc-

tors 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 though taken at a

meeting of the directors.

ARTICLE V

Nomination and Election of Directors

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 riorninating Committee shall consist of a Chair-

man, who shall be a member of the Board of Directors, and two

or more members of the Association. The Nominating Committee

shall be appointed by the Board of Directors prior to each

annual meeting of the r-:embers 1 to serve from the close of

such annual meeting until the close of the next annual

meeting, and such appointment shall be announced at each

annual meeting~ The Nominat •. ~ Co~ittee shall ~ake as many

nominaticnz for election to the Board of Directors as it

shall in its discretion ·determine 1 but not less than the

number of vacancies that are to be filled. Such ncmin~tion~

may be rnade frem among r·iembers or non-members.

Section 2. El~ction. At the election of the Board of

Directors 1 l:hc :.:embers ct.· their: pr-oxies n.:ty c.:tst, in respect

t-o each vacancy, as many votes as they are entitled to

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exercise under the provisions of the Declar~tio~. The

persons receiving the largest number of votes shall be

elected. Cumulative voting shall not be pernitted.

ARTICLE VI

Meetings of Directors

Section 1. Reaular Neeti.nqs. Regular meetings of the

Board of Directors shall be held at least annually, without

notice, at such place and hour as may be fi.xed from time to

time by resolution of the Board. Should said I':leeting fall

upon a legal holiday, then that meeting shall be held at the

same time on the next day \·lhich is not a legal holiday.

Section 2. Soecial Meetings. Special meetings of the

Board of Directors shall be held \>lhen called by the President

of the Association, or by any two directors, after not less

than three (3) days notice to each director.

Section 3. Quorum. A majority of the number of direc­

tors shall constitute a quorum for the transaction of busi-

ness. Every act or decision done or made by a majority gf

the directors present at a duly held rneeti:v; at which a

quorum is present shall be regarded as the act of the Board.

Zl.RTICLE VII

Pm-:ers and Cuties of the Board of Directors

Section 1. Powers. The Beard of Directors shall have

the power to: '

(a) adept and publish rules and regulations governing

the use of the ..... :ur.on Area, Rec Area and related facilities,

and the persc~al cor.duct o: the members and their guests

thereon, ~nd to establish penalties for the' infraction

thereof;

(b) suspend the voting right::; and right to use of the

rccreation~l :'2cilities of .:1 Ne~ber during .:>r:.y period in

\"hich such :!er::bcr shall iJe ir: f.c:'"ault in the payment of any

assessment levied Ly the Asscci~tior:.. Such r1ghts may .:1lso

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be suspended after notice and hearing, for a ;:>er iod ::ot to

exceed sixty (60) days for infraction of published rules and

regulations:

(c) declare the office of a r::enber of the Board of

Directors to be vacant in the event such Nenber shall be

absent from three (3) consecutive regular meetings of the

Board of Directors: and

(d) employ a manager, an independent contractor, or

such other employees as they deem necessary, and to describe

their duties.

(e) fix the assessments and reserve fund provided for

in the Declaration in the manner provided therein, and

foreclose in the name of the Association the liens securing

said assessments if the assessments are not paid.

(f) exercise for the Association any and all other

powers, duties and authority vested in or delegated to this

Association and not specifically reserved to the membership

by other provisions of these By-Laws, the Articles or the

Declaration~

Section 2. Duties.

of Directors to:

It shall be the duty of the Board

(a) cause to be kept a complete record of all its acts

and corporate affairs, and to present a statement thereof to

the l\lembers at the annual meeting of the t·ter.tbers, or at any

special meeting when such statement is requested in writing

by one-fourth ·(1/4) of the Class A members who are entitled

to vote:

(b) supervise all officers, agents and employees of

this Association, and to see that their duties are properly

perforraed,

(c) as r:10r~ full1'" provided in the Decla:eation, to:

(l) fix the amount of the annual assessment

asainst each To1rmhouse or Vill.:l ~t least thirty (30)

days in a~vancc of ~ach annual ~~sessment pe~iod~

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(2) deternine the .:mount of other <1ssessnents as

provided in the Declaration;

(3) send written notice of each assessnent to

every Townhouse and Villa Owner subject thereto; and

(4) enforce the lien against any property for

which assessments are not paid.

(d) issue, cr cause an Clppropriate of::iccr to issue,

upon demand by any person, a certificate setting forth

whether or net any assessr:1ent has been paid. A reasonable

charge may be '::lade by the Board for the issuance of these

certificates. If a certi::icate states an assessment has been

paid, such certificete shall be conclusive evidence of such

payment;

(e) procure and maintain edequate liability and hazard

insurance on propertl' owned by the Association:

(f) cause all officers or enployees having fiscal

responsibilities to be bonded, as it ~4Y deem appropriate at

the expense of the Associ<ltion;

\gi cause the Co~on Areas to be maintained.

ARTICLE VIII

of:icers and their Duties

Section l. Enumeration of Officers. The officers of

this Association shall be a president and vice-president, who

shall at all tines be a r:1ember of the Board of Directors, a

secretary and ·a treasurer, and such other officers as the

Board may from tir.;e to time by resolution create.

Section 2. Election of Officers. The officers shall be

elected by the Board cf Directors and such election shall

take place at the first ·r.1eeting of the Board of Directors

following each an:mal meeting of the !-!embers.

Section 3. T~rm. The of::ic~rs of this Association

shall be clect:cd a!lnually bv the Bc~::-d and l?uch shall hold

office !:cr or.c (1) \·c.1r unle!;s i:c sh~ll sconer resign cr

shall IJe rcnm:ed, cr othcn;ise disqu.:\lifiPd to serve.

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Section 4. Special Aoooint~ents. The Bo.J.rd r.1ay elect

such other officers as the affairs of the !-.ssociation may

require, each of whom shall hold office for such period, have

such authority, and per for~ such duties ?.S the Board may,

from tine to time, deternine.

Section 5. Resianation and Removal. Any officer may be

removed from office to~ith or t·iithout cause by the Board. Any

officer may resign at any tine, giving written notice to the

Board, the President or the Secretary. Such resignation

shall take effect en the date cf 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 ~ake it effective.

Section 6. Vacancies. A vacancy in any office may be

filled by appointment by the Board. The officer appointed ~o

such vacancy shall serve for the remainder of the term of the

officer he replaces.

Section 7. NultiPle Offices. The offices of Secretary

and Treasurer nay be held by the same person. No person

shall simultaneously hold more than one of any of the other

offices, except in the case of special offices created

pursuant to Sec~ion 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

Board of Directors: shall see that orders and resolutions of

the Beard are carried ou shall sign ~11 leases, mortgages,

deeds and other written instruments, and shal.!. co-sign all

che~;;ks and promissory notes; provided, hc ... :e\·er·, that. the

President may t,;aive his or her duty to co-sign checks which

are issued pursuant to the day-tc-day rr.anagernent responsibil-

i ties of the ;,ssociation and which do not .:::-:;::eec! Fi;;e Hund::::ed

Dollars ($500.00).

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Vice-President

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

of the President in the event of his abser:ce, inability or

refusal to act, and shall exercise acd discharge such other

duties as may be required by the Board.

Sec::-etarv

(c) The Sec::-etary shall record the votes and keep the

minutes of all ~eetings and proceedings of the Board ~nd of

the Me~bers, keep the corporate seal of the Association and

affi>: it on all papers requiring said seal, serve notice of

meetings of the Board and oi the ~:embers, keep appropriate

current records showing the Members of the Association

together with their addresses, and shall perfor~ such other

duties as required by the Board.

Treasurer

(d) The Treasurer shall receive and deposit in appro­

priate bank accounts all monies of the Association, disburse

such funds as directed by resolution of the Board of Direc­

tors, sign all checks and promissory notes of the Asso­

ciation, keep proper books of account. cause an annual audit

of the Associaticn books to be made by an audi-c cor:unittee

cor:tposed oi at least one (1) director and two (2) Her:lbers of

the Associaticn, excluding the Treasurer, appointed by the

Board of Directors at the cccpletion of each fiscal year, and

shall prepare an annual budget and a statement of income and

expenditures tc be presented to the rner:tbership at its regular

af'_nual meeting, and deliver a copy of each to the ~1embers.

ARTICLE IX

Cc~itte€s

The Association shall have an il.rchi tectural Committee as

provided in the Declaration. ""lso, the !Joard c;f Directors

shall appoint a iJominating Cor..mi ttee for nc::-tination of

Director::; .:1s provided in these By-i.o.ws <!nc ;,ay further

appoint any ether cor..mittces .:lS it decr.~s app::-op::-.:..:1te.

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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 r-~ember. The Declaration, the Articles and

the By-La\>rs of the Association shall be available for in-

spection by any I-icnber at the principal office of the Asso­

ciation, where copies may be purchased at reasonable cost.

ARTICLE XI

Amendments and Conflicts

Section 1. These By-Laws may be amended at a regular or

special meeting of the Nembers by a majority vote of a quorum

of Members present in person or by proxy, except that the

Federal Housing Administration or the Veterans Administration

shall have the right to veto amendments while there is

Class B menbership.

Section 2. In the case of any coni lict bett.,.een the

Declaration and theEe By-Laws, the Declaration shall control;

no amendr.lent shall be made which conflicts to~ith the pro-

visions of the Declaration.

n: tHTNESS t·iHEREOF, t .. e, being all of the directors of

the ETFJJ;' S GLEN HOr:EOt-J~!ERS' ASSOCIATIO~l, !t!C. certi f~· that

the foregoing are hereby adopted as the By-Laws at the first

meeting of the Board of Directors on the day of

19

Robert F-.. r.lantcvani

Paul R. Gibson

Miguel A. F~rrcr

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~ 1 \: r· ·· • r ~ ( · · ~ : · ;; c : n 1 s 3

CER'I'IFICATIOiJ

I, the undersigned, do hereby certify:

THAT I am the duly elected and acting Secretary of the

ETHAN'S GLEN HOHEOUNERS' ASSOCIATION, n:c., a Florida corpo-

ration, and,

THAT the foregoing By-Laws constitute the original

By-Laws of said Association, as duly adopted at a neeting of

the Board o: Directors thereof, held on the day of

---------------------------------------------' 19 ______ •

IN \"l!TNESS tlHEREOF, I have hereunto subscribed ny name

and affixed the seal of said Association this day of

1n -------------· ... =-___ _

Secretary

F\iC3/b

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