SOLIMAR HOA Declarations, Articles, ByLaws & Amendments 3-2
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Transcript of SOLIMAR HOA Declarations, Articles, ByLaws & Amendments 3-2
7/21/82
DECLARATION OF RESTRICTIONS AND
HOMEOWNERS' ASSOCIATION
COVENANTS FOR
SOLIMAR
THIS DECLARATION made this 26th day of July, 1982, by DEL PRADO CIRCLE PROPERTIES, LTD.-I, a Massachusetts
limited partnership, hereinafter referred to as the
"Developer"; WHEREAS the Developer is the owner of certain real
property (the "Property") located in Palm Beach County,
Florida, more particularly described in Exhibit "A" attached
hereto and made a part hereof, and said Developer desires to
assure high quality standards for the development of the
Property that are compatible with the character of the
surrounding community, and to promote the recreational
interest, health, safety and social welfare of each Home-
owner; and
WHEREAS, it is the intention and desire of the
Developer to develop and construct upon the Property a
community of approximately 157 single-family residential
dwellings together with recreational and functional
amenities to be known as "SOLIMAR" which shall be developed
and maintained as a development of superior quality and
conditions for the mutual and common advantage of all occupants
and Homeowners; and
WHEREAS, the Developer desires to provide for the
reservation and enhancement of the Property, the amenities,
and for the maintenance of the Property and the improvements
thereon, and in order to accomplish said objectives the
Developer desires to subject the Property to the covenants,
restrictions, easements, charges and liens hereinafter set
forth, each and all for the benefit of said Property and
each Homeowner hereof; and
WHEREAS, the Developer deems it is desirable to create a
non-profit association to which should be delegated and
assigned the power of administering and enforcing the
protective covenants, conditions, restrictions and limitations
hereinafter set forth, maintaining and administering, the
Common areas, and collecting and disbursing the assessments and
charges hereinafter created.
NOW, THEREFORE, the Developer hereby declares that all the
Property shall be held, sold and conveyed subject to the
following easements, restrictions, covenants and conditions,
which are for the purpose of protecting the value and
desirability of the Property and be binding on all parties
having any right, title or interest in the Property or any part
thereof, their heirs, successors, and assigns, and shall
inure to the benefit of each Homeowner thereof.
ARTICLE I Definitions
The following words when used in this Declaration and
in its exhibits, including the Articles of Incorporation and By-
Laws (unless the context shall prohibit), shall have the
following meanings:
(a) "Association" shall mean and refer to
SOLIMAR HOMEOWNERS' ASSOCIATION, INC., a Florida corporation
not for profit, which is to be incorporated.
(b) "Common Areas" shall mean and refer to: All of the
Property, as defined herein below, less and except all
Lots, as defined herein below, except as otherwise specified in
this paragraph (b), and such additional parcels of land as may
from time to time be
,
designated by Developer, as
hereinafter defined, as Common Areas under these
covenants and restrictions, each such designation to
be by recorded instrument. "Common Areas" shall also
include any improvements within the Property,
defined herein below, including, without limitation,
all structures (except Residential Units),
recreational facilities, open space and land-
scaping thereon, private streets, sidewalks,
street lights, sprinkler systems and entrance
features, and all personal property used in
connection with the above, owned or leased by the
Association, but excluding any public utility
installations thereon.
(c ) "Declaration" shall mean and refer to these
covenants and restrictions, the exhibits hereto,
and such amendments, if any, as may be duly adopted
from time to time pursuant to the terms hereof.
( d ) "Developer" shall mean Del Prado Circle
Properties, Ltd.-I, and its successors and
assigns.
( e ) "Homeowner" shall mean and refer to the
record owner, whether one or more persons or entities,
of the fee simple title to any Lot as defined
herein.
( f ) "Institutional Mortgagee" shall mean and
r e f e r t o a n y b a n k , s a v i n g s a n d l o a n a s s o c i a t i o n ,
insurance company, PHA approved mortgage lender or
other business entity (including the holder of
the Purchase Money Mortgage) which holds a first
mortgage encumbering title to any Lot herein below
defined.
( g ) "Lot" shall mean and refer to that portion
o f t h e P r o p e r t y d e s c r i b e d i n A r t i c l e I I a n d a n y
portion shown upon any resubdivision of such property
which has been assigned a lot and block number on the
plat of such property, or is described by metes
and bounds, and upon which can be constructed a Residential
Unit as def ined below. The boundaries of the Lots lying within
the Property are shown on the p la t a t tached he re to as Exh ib i t
"B" and by th is reference made a part hereof. The original of
such plat has been recorded in Plat Book 44, Page 131, Public
Records of Palm Beach County, Florida.
(h) "Member" shall mean and refer to all those
owners of Lots who are members of the Association as
provided in Article III, Section 1, hereof.
(i) "Phase II Land" shall mean the real property
located adjacent to the Property and more parti-
cularly described in Exhibit C hereto.
(j) "Property" shall mean and refer to all such
existing properties, and additions thereto, as are
subject to this Declaration or any amendment hereto
under the provisions of Article IX hereof.
(k) "Purchase Money Mortgage" shall mean the
mortgage recorded in Book 3675, Page 308, of the
Official Records of Palm Beach County.
(1) "Recreational Area" shall mean and refer to that
portion of the Property described in Article VIII below.
(m) "Residential Unit" shall mean and refer to any
detached single-family residence, or any other residential
unit designated and intended for use by a single family,
the construction of which has been completed as evidenced by
the issuance of a certificate of occupancy or its equivalent
issued by the appropriate governmental authority.
ARTICLE II
P r o p e r t y S u b j e c t t o T h i s
Declaration; Additions Thereto
Section 1. Legal Description. The real property
which is, and shall be held, transferred, sold, conveyed and
occupied subject to this Declaration is located in Palm
Beach County, Florida, and is more particularly described
in Exhibit "A" attached hereto and by this reference made a
part hereof.
Section 2. Merger or Consolidation. Upon a merger
or consolidation of any association referred to herein with
any other association as provided in its articles of incor-
poration, its properties, rights and obligations may,
by operation of law, be transferred to another surviving
or consolidated association or, alternatively, the proper-
ties, rights and obligations of another association may,
by operation of law, be added to the properties, rights
and obligations of any association as a surviving corpora-
tion pursuant to a merger. The surviving or consolidated
association may administer the covenants and restrictions
established by this Declaration within the Property
together with the covenants and restrictions established
upon any other properties as one scheme. No such merger or
consolidation, however, shall effect any revocation, change
or addition to the covenants established by this Declaration
within the Property or be effected so long as the Purchase
Money Mortgage remains unsatisfied.
ARTICLE III
Membership and Voting Rights in the Association
Section 1. Membership. Every person or entity who
is a record owner of a fee or undivided fee interest in
any Lot shall be a member of the Association. Notwith-
standing anything else to the contrary set forth in this
Section 1, any such person or entity who holds such interest
merely as security for the performance of any obligation
shall not be a member of said Association.
Section 2. Voting Rights. The Association shall
have two classes of voting membership:
Class A. Class A Members shall be all those
Homeowners as defined in Section 1 of this Article III
with the exception of the Developer. Class A Members
shall be entitled to one vote for each Lot in which
they hold the interests required for membership by
said Section 1. When more than one person holds such
interest or interests in any Lot all such persons
shall be Members, and the vote for such Lot shall be
exercised as they among themselves determine, but in
no event shall more than one vote be cast with respect
to any such Lot.
Class B. The Class B Member shall be the Developer.
The Class B Member shall be entitled to three votes for each
Lot in which it holds the interest required for membership
by said Section 1. The Class B membership shall cease and be
converted to Class A membership on the happening of either of
the following events, whichever occurs earlier (such time
being herein called the "Turn-Over Date"):
a. When the total votes outstanding in the Class
A is greater than the total votes outstanding in Class B
membership, or
b. January 1, 1988.
Section 3. Articles of Incorporation and By-Laws. The
Articles of Incorporation and By-Laws of the Association are
attached hereto as Exhibits "D" and "E" respectively.
Section 4. Amendments Prior to the Issuance of Class A
Membership. Prior to the issuance of the first Class A
Membership, the Developer reserves the right to alter,
modify, remove or add to any of the covenants, conditions,
restrictions and/or agreements set forth herein with the
provision that any alterations, modifications, removals
or additions shall not be in violation of the applicable
laws.
ARTICLE IV Property Rights in the Common Areas
Section 1, Ownership. The Common Areas are hereby
dedicated to the joint and several use, in common, of
the owners of all Lots that may from time to time constitute
part of the Property. When all Residential Units proposed
by the Developer to be constructed within the Property have
been conveyed to purchasers, and the improvements to be
located on the Common Areas have been completed, the Devel-
oper, or its successors and assigns, shall convey and
transfer the record fee simple title to the Common Areas to
the Association, and the Association shall accept such
conveyance, holding title for the Members as stated in the
preceding sentence. Beginning upon the date these covenants
are recorded, the Association shall be responsible for the
maintenance of the Common Areas in a continuous and satis-
factory manner without cost to the general taxpayers of Palm
Beach County, Florida. It is intended that all real estate
taxes levied against the Common Areas shall be propor-
tionately assessed against and payable as part of the taxes of
the Lots. However, in the event that any such taxes are
assessed directly against the Common Areas, the Association
shall be responsible for the payment of same, including
taxes on any improvements and any personal property thereon
accruing from and after the date these covenants are recorded, and
such taxes shall be prorated between Developer and the Association
as of the date of such recordation. Developer shall have the right
from time to time to enter upon the Common Areas during periods of
construction upon adjacent properties, and for the purpose of
construction of any facilities on the Common Areas that Developer
elects to build, and Developer shall have the right to use the
Common Areas for sales, displays and signs during the period of
construction and sales of all of the Property. The owner of a Lot
shall have no personal liability for any damages for which the
Association is legally liable or which arises out of or is
connected with the existence or use of any portion of the Common
Areas or any other property required to be maintained by the
Association.
Section 2. Members’ Easements. Each Member of the
Association and each tenant, agent and invitee of such Member
shall have a permanent and perpetual easement for the use of all
Common Areas and all recreational facilities, if any, located
thereon, in common with all other Members of the Association,
their tenants, agents and invitees, subject to the following:
(a) The right ands duty of the Association to levy"
against each Lot for the purpose off maintaining the Common Areas
and recreational facilities, if any, in compliance with the
provisions of this Declaration and any other existing restrictions
or any restrictions which may from time to time be recorded by
Developer.
(b) The right of the Association to suspend the voting
rights and to suspend the Common Areas and facilities by a
Homeowner for any period during which any assessment against his
lot remains unpaid; and for a period not to exceed(60) days for
any infraction of its lawfully adopted and published rules and
regulations.and published regulations.
(c) The right of the Association to charge reasonable
admission and other fees for the use of any
recreational facility situated on the Common Areas.
(d) The right of the Association to adopt and
enforce rules and regulations governing the use of
the Common Areas and all facilities at any time
situated thereon, including the right to fine
Members as provided in Article VII hereof.
(e) The right of Developer, its successors and
assigns, to permit persons other than Members to
use the Common Areas and any facilities that may be
constructed thereon under such terms as Developer,
its successors and assigns, may from time to time
desire, provided that so long as the Purchase Money
Mortgage remains outstanding, such use shall
require the consent of the holder of the Purchase
Money Mortgage.
(f) The rights of the Association to dedicate or
transfer all or any part of the Common Areas to any
public agency, authority or utility for such
purposes and subject to such conditions as may be
agreed by the Members. No such dedication or
transfer shall be effective unless an instrument
signed by 75% of the Members agreeing to such
dedication or transfer has been recorded. In any
event, Palm Beach County shall not have any
maintenance responsibility for any portion of the
Common Areas which the Association may subsequently
dedicate to the County until the same is accepted
for maintenance purposes by official action by the
Board Of County Commissioners of Palm Beach County.
(g) The rights of the Association to mortgage any
or all of the facilities constructed on the
Common Areas for the purpose of improvements
repairs to Association property or facility
pursuant to approval by 75% of each Class of
Members at a regular meeting of the
Association or at a meeting specially called
for this purpose.
The right of a Homeowner to the use and enjoyment of the Common
Areas and facilities thereon shall extend to the members of his
immediate family who reside with him, subject to such rules and
regulations as may be from time to time adopted and published
by the Association. No guest or invitee will be permitted to
use any of the facilities within the Common Areas unless
accompanied by a Member or Member's family.
Section 3. Easements Appurtenant. The easement provided in
Section 2 of this Article shall be appurtenant to and shall pass
with the title to each Lot.
Section 4. Maintenance. The Association shall at all
times maintain in good repair, and shall replace as often as
necessary, any and all improvements situated on the Common Areas
(upon completion of construction by Developer), except for the
installations for which a public authority or any utility company
is responsible; such work to be done as ordered by the Board of
Directors of the Association
acting on a majority vote of the Board. Maintenance of
street lighting fixtures shall include and extend to payment
for electricity consumed in their illumination. All work pursuant
to this Section 4 and all expenses incurred hereunder shall be
paid for by the Association through assessments imposed in
accordance with Article V hereof.
Section 5. Utility Easements. Public utilities may be
installed underground in the Common Areas when necessary for the
service of the Property or other lands owned by Developer, but
all use of utility easements shall be in accordance with the
applicable provisions of this Declaration.
Section 6. Public Easements. Fire, police, health and
sanitation and other service personnel and vehicles shall have a
permanent and perpetual easement for ingress and egress over
and across the Common Areas.
ARTICLE V
Association - Covenant for Maintenance Assessments Section 1.Creation of the Lien and Personal Obligation of
the Assessments. The Developer, for each Lot owned by
it within the Property, hereby covenants (subject to the
provisions of Section 10 hereof), and each Homeowner owning
a Lot by acceptance of a deed therefore, whether or not it shall be so expressed in such deed or other con-
veyance, shall be deemed to covenant and agree to pay to the
Association annual assessments or charges for the
maintenance of the Common Areas as provided in Article
IVhereof, including such reasonable reserves as the
Association may deem necessary, special assessments as
provided in Section 4 hereof and assessments formaintenance
as provided in Section 3 hereof, such assessments to be
fixed, established and collected fromtime to time as herein
provided.
The annual, special and other assessments, together with
such interest thereon and costs of collection thereof as
hereinafter provided, shall be a charge on each Lot and shall be
a continuing lien upon the property against which each such
assessment is made. Each assessment, together with such
interest thereon and costs of collection thereof as hereinafter
provided, shall also be a personal obligation of the person who
is the owner of such property at the time when the assessment
fell due. All assessments, both regular and special, by the
Association shall be against all Lots subject to its
jurisdiction equally, unless otherwise provided herein. No
Homeowner may waive or otherwise escape liability for the
assessments for such maintenance by non-use of the Common
Areas or abandonment of his right to use the Common Areas or
otherwise.
Section 2. Purpose of Assessments. The assessments
levied by the Association shall be used exclusively for
maintenance of the Common Areas as provided in Article IV
hereof for maintenance and capital improvements as provided in
Section 3 of this Article; or to promote the health, safety,
and welfare of the Members of the Association (and their
families), their guests, tenants and invitees.
Section 3. Exterior Maintenance. (a) Each Homeowner shall maintain the structures and grounds on such Homeowner's
Lot, with the exception of any portion of such Lot which the
Association may hereafter decide to maintain pursuant to this
Section, at all times in a neat and attractive manner. Upon the
Homeowner's failure to do so, the Association may at its option
after giving the Homeowner ten (10) days' prior written notice
sent to his last known address, or to the address of the subject
premises, have the grass, weeds, shrubs and vegetation cut when
and as often as the same is necessary in its judgment, and have
dead trees, shrubs and plants removed from such Lot, and may
have any portion of the Lot resodded or landscaped, and all
expenses of the Association under this section shall be a
lien and charge against the Lot on which the work was done
and the personal obligation of the Homeowner then owning such
Lot. Furthermore, if the Association has not elected to
provide the exterior maintenance referred to in Section 3(b) of
this Article, then upon the Homeowner's failure to maintain the
exterior of any structure in good repair and appearance, the
Association may, it its option after giving the Homeowner thirty
(30) days' prior written notice sent to his last known address,
make repairs and improve the appearance in a reasonable and
workmanlike manner. The cost of any of the work performed by
the Association upon the Homeowner's failure to do so shall be
immediately due and owing and shall constitute an assessment
against the Homeowner's Lot on which the work was performed,
collectible in a lump sum and secured by the lien against the
Lot as herein provided.
(b) The Association through action of its Board
of Directors taken by not less than two thirds favorable vote
of the members of such Board may, in addition to that
maintenance to be provided by the Association for Common Areas
as set forth in Section 4 of Article IV, provide exterior
maintenance upon each Lot as follows: paint, repair, replace
and care for roofs, gutters, downspouts and exterior building
surfaces and maintain those portions of the Lots over which
easements are created for the installation and maintenance of
utilities as provided in Section 5 of Article VI. The cost of
the exterior maintenance so approved by the Association under
this Section 3(b) shall be assessed against the Homeowner's Lot
upon which such maintenance is done and shall constitute an annual
maintenance assessment or charge. The Board of Directors of the
Association shall estimate the cost of any such exterior
maintenance for each year and shall fix the assessment for each
year, but said Board shall, thereafter, make such adjustment
with the Homeowner as is necessary to reflect the actual cost of
such exterior maintenance.
(c) In the event repairs, maintenance or reconstruction on
any Lot shall be necessary (or otherwise elected by Homeowners
pursuant to subparagraph (d) of this Section) and the only
practicable access to the subject Lot to accomplish said repairs,
maintenance or reconstruction necessitates crossing the rear
yard or the side yard of another Lot or Lots, all necessary
entries over the rear ten feet of said other Lot or Lots or, in
the event of side yards, over the seven foot strip running
along the side of said Lot shall not be deemed a trespass as
long as said entries are made at reasonable hours on any day
except Sunday, and provided further that said entries do
not interfere with any improvements or use of said Lot or Lots.
The easement granted herein shall be appurtenant to and shall
pass with the title to each Lot. (d) The Association through action of its Board of
Directors taken by not less than two-thirds (2/3) favorable vote
of the members of such Board may provide landscaping service to
individual Homeowners. In the event the Board of Directors does so
elect to provide such landscaping service, each Homeowner to
receive such service shall pay a stipulated fee to the
Association. The fee established by the Association will be
comparable to that which would be charged for similar service by
third parties.
Section 4. Capital Improvements. Funds necessary for
capital improvements relating to the Common Areas may be
levied by the Association as special assessments, upon
approval of a majority of the members of the Board of
Directors of the Association and upon approval by two-
thirds vote of the Members of the Association voting at a
meeting as may be provided by the By-Law of the
Association.
Section 5. Date of Commencement of Annual Assessments;
Due Dates. The annual assessments provided for in this
Article V shall commence on the first day of the month next
following the recordation of these covenants. The annual
assessments shall be payable in quarterly installments, or in
annual or monthly installments if so determined by the
Board of Directors of the Association. The amount of
annual assessment to each Homeowner shall be equal to the
quotient of the estimated expenses divided by the sum of the
total number of Residential Units completed, plus the number of
potential Residential Units then under construction or
planned for each Lot or, if none of the foregoing is
applicable, then as permitted by then current zoning
ordinances. Such quotient shall then be multiplied by the number
of Lots owned by the resulting amount shall be assessed annual
assessment on each Lot shall be in the form of ownership by which
it is be held, except as otherwise specifically the contrary. The
assessment shall be month period ending December 31 except as in
the By-Laws of the Association, but the amount of the annual
assessment to be levied during any period shorter than a full
fiscal year shall be in proportion to the number of months
remaining in such fiscal year.
The due date of any special assessment under Section 4 hereof
shall be fixed by the Board of Directors of the Association by
resolution authorizing such assessment. In addition, at the
closing and transfer of title to the Homeowner, said Homeowner
shall contribute a Two Hundred($200.00) Dollar assessment
payment to the Association. This contribution shall be used by
the Association for the purpose of initial and nonrecurring
capital expense of the Association and for providing initial
working capital for the Association. Said contribution shall
not be considered as a prepayment of assessments.
Section 6. Duties of the Board of Directors. The Board
of Directors of the Association shall fix the due date and the
amount of the assessment against each Lot subject to the
Association's jurisdiction for each assessment period in
accordance with the By-Laws of the Associations, and shall, at
that time, prepare a roster of the properties and assessments
applicable thereto which shall be kept in the office of the
Association and shall be open to inspection by any Homeowner.
The Association shall upon demand at any time furnish to
any Homeowner, who is liable for an assessment, a certificate
in writing signed by an officer of the Association, setting
forth whether such assessment has been paid as to any
particular Lot. Such certificate shall be conclusive
evidence of payment to the Association of any assessment
stated therein to have been paid.
The Association, through the action of its Board of
Directors, shall have the power, but not the obligation, to
enter into an agreement or agreements from time to time with one
or more persons, firms or corporations for such management
and operational services as the Association deems
appropriate, the cost of which shall be included in the
budgetary calculations of the Association in determining
assessments. The Association shall have all other powers
provided in its Articles of Incorporation and By-Laws.
Section 7. Effect of Nonpayment of Assessment; the
Personal Obligation of the Homeowner; the Lien; Remedies of
the Association. If the assessments are not paid on the date
when due then such assessment shall become delinquent and
shall, together with interest thereon and the cost of collection
thereof as hereinafter provided, thereupon become a continuing
lien on the Lot against which the assessment was levied, which
lien shall encumber such Lot in the hands of the then Homeowner,
his heirs, devisees, personal representatives, successors and
assigns. The personal obligation of the then Homeowner to pay such
assessment, however, shall remain his personal obligation for the
statutory period and shall not pass to his successors in title
unless expressly assumed by them.
In the event that any assessment is not paid within
fifteen (15) days from the due date thereof, then the
Association shall be entitled to assess against said Home-
owner a late fee and collection payment. If the assessment
is not paid within thirty (30) days after the due date, the
assessment shall bear interest from the date when due at
the highest rate allowable by law, and the Association may
bring an action against the lot for which the assessment is
unpaid and may foreclose the lien against said lot or may
pursue one or more of such remedies at the same time or
successively, and there shall be added to the amount of
such assessment attorneys' fees and costs off preparing and
filing the claim of lien ands the complaint in such action,
and in the event a judgment is obtained, such judgment
shall include interest on the assessment provided herein
and a reasonable attorneys' fee to be fixed by the court
together with the costs of the action, and the Association
shall be entitled to attorneys' fees in connection with any
aspect of any such action.
The Association, acting on behalf of the Members,
shall have the power to bid for an interest foreclosed at
such foreclosure sale and to acquire and lease, mortgage
and convey same.
It shall be the responsibility of the Association to
enforce payment of the assessments hereunder.
Section 8. Subordination of the Lien to Mortgagees.
The lien of the assessments provided for herein shall be
subordinate to tax liens and then to the lien of any first
mortgage of any Institutional Mortgagee, encumbering any Lot
now or hereafter placed upon the properties subject to
assessment hereunder; provided, further, that any Institu-
tional Mortgagee when in possession or any Receiver, and in
the event of a foreclosure, any mortgagee who acquires title
at a foreclosure sale, or any Institutional Mortgagee
acquiring a deed in lieu of foreclosure shall not be respon-
sible for the payment of any assessments whether they have
accrued prior to the date upon which possession and/or title
is so obtained or whether said assessments are imposed
thereafter except during such time the Lot is leased to a
third party. Any third party purchaser at a foreclosure sale
from an Institutional Mortgagee in title and all persons
claiming by, through or under such purchaser shall hold
title subject to the liability and lien of any assessment
becoming due after said third party purchaser takes title.
Any unpaid assessment which cannot be collected as a lien
against any Lot by reason of the provisions of this Section
8, shall be deemed to be an assessment divided equally
among, payable by, and a lien against all Lots subject to
assessment by the assessing Association, including the Lots
as to which the foreclosure (or conveyance in lieu of
foreclosure) took place.
Section 9.Access at Reasonable Hours. For the purpose
solely of performing the exterior maintenance authorized by
this Article, including all of the maintenance and work
permitted under Section 3 of this Article (including
elective landscaping service for Lots, if approved by
the Board of Directors pursuant to Section 3(d) of
this Article), the Association, through its duly
authorized agents or employees or independent
contractors, shall have the right, after reasonable
notice to any Homeowner, to enter upon any Lot at
reasonable hours on any day except Sunday to either
provide maintenance to said Lot or to obtain access
to another Lot to which maintenance is to be provided. Section 10. Effect on Developer. Notwithstanding
any provisions to the contrary that may be contained
in this Declaration, for as long as Developer is the
owner of any Lot, the Developer shall not be liable
for assessments against such Lot, provided that
Developer funds any deficit in operating expenses of
the Association. Developer may at any time commence
paying such assessments as to Lots, that it owns
and thereby automatically terminate its obligation to
fund deficits in the operating expenses of the
Association.
Section 11. Trust Funds. The portion of all
regular assessments collected by the Association for
reserves for future expenses, and the entire amount
of all special assessments, shall be held by the
Association in trust for the Homeowners of all Lots, as
their interests may appear.
ARTICLE VI Covenants
Section 1. Applicability. The provisions of
this Article VI shall be applicable to all of the
Lots located within the Property.
Section 2. Land Use and Building Type. No Lot
or Residential Unit shall be used for any purpose other
than for residential purposes, except for the Recreational
Area which use will be as provided in Article VIII. No
building shall be erected, altered, placed or permitted to
remain on any Lot other than single family dwelling units
intended for use by a single family. Temporary use by the
Developer for model homes, parking lots and/or sales
offices shall be permitted until the last Lot is sold.
Section 3. Changes in Buildings. No Homeowner shall make
or permit any structural modification or alteration of any building,
except with the prior written consent of the Architectural Control
Board (hereinafter identified) or its successors, and consent may
be withheld if in the sole discretion of the party or parties
requested to give the same it appears that such structural
modification or alteration would effect or in any manner endanger
other Residential Units or would violate any restrictions effecting
the Property. No building shall be demolished or removed
without the additional prior written consent of the Association
and the Developer, or its successor. Developer shall have the
right but shall not be obligated to assign all of its rights and
privileges under this Section 3 to the Association.
Section 4. Building Location. Buildings shall be located
in conformance with the Zoning Code of Palm Beach County, Florida,
and any specific zoning approvals there under, or as originally
constructed on a Lot by Developer or
its successors or assigns. It is the intention of this
paragraph to maintain standards equivalent to those imposed by the
Zoning Code of Palm Beach County; therefore, where a variance or
special exception as to building location or other item has been
granted by the authority designated to do so under said Zoning Code,
said variance or special exception is hereby adopted as an amendment
to this section and any future variance or special exception as to
building location or other item shall constitute an amendment to
this section.
Section 5, Easements.
(a) The Developer hereby reserves for itself, its successors
and assigns, the right to grant easements for fire, sanitation,
police and other municipal services, maintenance of Lots and
improvements thereon, as provided herein, installation and
maintenance of a sprinkler system or systems, cable television lines
and all utilities, over any portion of the Property, provided that
any such easement granted over a Lot previously conveyed shall not
affect any permanent structures constructed on such Lot nor
unreasonably interfere with the use of such Lot. The area of each
Lot covered by an easement and all improvements in the area shall be
maintained continuously by the Homeowner of the Lot or the
Association (if it so decides pursuant to the terms of this
Declaration), except for the installations for which a public
authority or utility company is responsible. Palm Beach County's
Department of Water and Sewer, Florida Power & Light Company,
Southern Bell Telephone 5 Telegraph Company and any other utility or
cable television companies and the Developer, and their successors
and assigns, shall have a perpetual easement for the installation
and maintenance of all underground water lines, sanitary sewers,
storm drains, gas lines, electric and telephone lines, cable
television lines, cables and conduits under and through said utility
easements, and under and through that portion of each Lot beyond the
residential dwelling structure, as such structure may from time to
time be located. Any damage caused to pavement, driveways,
drainage structures, other structures or landscaping in the
installation and maintenance of such utilities shall be
promptly restored and repaired by the utility company whose
installation or maintenance caused the damage. All utilities
within the Property, whether in street rights-of-way or utility
easements, shall be installed and maintained underground.
(b) Fire, police, health, sanitation and other service
personnel and vehicles shall have an easement over and across all Lots
for the purpose of performing their respective functions.
(c) All of the Lots shall be and are singly and
collectively subject to easements for encroachments which now or
hereafter exist or come into being, caused by settlement or movement
of the Residential Units or other improvements, or caused by minor
inaccuracies in construction or reconstructions of such Residential
Units, and other improvements, which encroachments shall be permitted
to remain undisturbed and such easements shall and do exist and shall
continue as valid easements as long as such encroachments stand. A
valid easement for the maintenance of such encroachments is herein
created, so long as such encroachments stand.
(d) Section 6. Nuisances. No obnoxious or offensive
activity shall be permitted upon any Lot, nor shall anything be done
thereon which may become an annoyance or nuisance to the neighborhood.
(e) Section 7. Temporary Structures. No structure of a
temporary character shall be permitted on any Lot at any time or
used on any Lot at any time as a residence either temporarily or
permanently, except as otherwise specifically provided in this
Declaration. No gas tank, gas container, or gas cylinder shall
be permitted to be placed on or about the outside of any
structures built in the Property or any ancillary building, and
all gas tanks, gas containers and gas cylinders shall be
installed under ground in every instance where gas is used.
In the alternative, gas containers may be placed above ground
if enclosed on all sides by a decorative wall approved by the
Architectural Control Board referred to in Section 12 of this
Article. S e c t i o n 8 . S i g n s . N o s i g n o f a n y k i n d s h a l l
b e displayed to the public view on the Property except one
sign of not more than one (1) square foot used to indicate the
name of a resident, or one sign of not more than five (5)
square feet advertising the Lots for sale or for rent, or
any sign used by the Developer for advertising during the
construction and sales period.
Section 9. Oil and Mining_ Operations. No oil drilling, oil
development operations, oil refining, quarrying or mining
operations of any kind shall be permitted upon or in the Property
nor shall oil wells, tanks, tunnels, mineral excavations or shafts
be permitted upon or in the Property. No derrick or other
structure designed for use in boring for oil or natural gas
shall be erected, maintained or permitted upon any portion of the
Property.
Section 10. Pets, Livestock and Poultry. No animals,
livestock, or poultry of any kind shall be raised, bred or kept
on any Lot, except that dogs, cats or other household pets may be
kept, provided that they are not kept, bred or maintained for any
commercial purpose, and provided that they do not become a
nuisance or annoyance to any neighbor. Such permitted pets shall
be kept on a leash at all times when outside of a Residential Unit
and shall not be permitted to have excretions or taken for
walks except in areas designated by the Association.
Section 11. Visibility at Intersections. No obstruc-
tion to visibility at street intersections or other
intersections shall be permitted.
Section 12. Architectural Control Board. No build-
ing, wall, fence, shades, screens, awnings, patio covers,
decorations, hedges, aerials, antennas, radio or
television broadcasting or receiving devices, slabs,
sidewalks, curbs, gutters, patios, balconies, porches,
driveways or other structure or improvement of any nature
shall be erected, placed or altered on any Lot until the
construction plans and specifications and a plan showing
the location of the structure and landscaping as may be
required by the Architectural Control Board have been approved in
writing by the
Architectural Control Board named below. Each building,
wall, fence, etc., or other structure or improvement of any
nature, together with the landscaping, shall be erected,
placed or altered upon the Lot only in accordance with the
plans and specifications and plot plan so approved. Refusal
to approve plans, specification and plot plan, or any of
them, may be based on any ground, including purely
aesthetic grounds, deemed sufficient in the sole and
uncontrolled discretion of said Architectural Control Board.
Upon approval by the Architectural Control Board of any
plans and specifications, a copy of such plans and
specifications, as approved shall be deposited among the
permanent records of such Board and a copy of such plans
and-specifications bearing such approval, in writing,
shall be returned to the applicant. Any change in the
exterior appearance of an y bui ldi ng , wa ll, fenc e o f
othe r s tr uctu re or im prov em ents , a nd any ch an ge i n t he
appe ara nc e of the landscaping shall be deemed an alteration
requiring approval. The Architectural Control Board shall have the
power to promulgate such rules and regulations as it deems
necessary to carry out the provisions and intent of this
paragraph. All actions of the Architectural Control Board
shall be limited by and subordinate to existing restrictions
recorded among the Public Records of Palm Beach County, Florida,
if any. The Architectural Control Board shall consist of
three or more persons which persona shall be appointed by the Class
B Member(s). The Board may designate a representative to act for the
Board, and may employ personnel and consultants to act for it.
In the event of death, disability or resignation of any
member of the Board, the remaining members shall have full
authority to designate a successor. The members of the Board shall
not be entitled to any compensation for services performed pursuant
to this covenant. From and after the date that the Developer no
longer owns any Lots within the Property as supplemented from
time to time pursuant to Article IX below, the Members' Of the
Architectural Control Board shall be elected annually by majority of
the Members of the Association. In the event the members of the
Association shall fail to elect the Architectural Control Board,
then the members of the Board of Directors shall constitute the
Architectural Control Board.
The Board's only obligation is to review plans submitted to them
and they have no duty to inspect any of the properties nor to
enforce any of these covenants. The members of the Board
shall have no liability whatsoever for any action or inaction on
its part; except if such member engages in gross and willful
misconduct. The Association shall indemnify any member of the Board
who is made a party to, or is threatened to be made a party to, any
claim, suit, proceeding or liability by reason of the fact that he or
she is, or was, such member, to the fullest extent permitted by law,
and the Association may advance expenses incurred in connection with
any such claim, suit, proceeding or liability to any such person
to the fullest extent permitted by law. The Association shall also
have the power to purchase and maintain insurance on behalf of any
person who is or was a member of the Board against any liability
asserted against him in such capacity.
In the event the Architectural Control Board
fails to approve, modify or disapprove in writing
an application within ninety (90) days after plans
and specifications in writing have been submitted to
it, in accordance with adopted procedures, approval
will be deemed granted, but notwithstanding, all
other conditions and restrictions herein contained or
contained in the By-Laws or Articles of Incorporation shall
remain in full force and effect.
Section 13. Exterior Appearances and Landscaping.
The paint, coating, stain and other exterior finishing
colors on all buildings may be maintained as originally
installed, without prior approval of the Architectural
Control Board, but prior approval by the
Architectural Control Board shall be necessary
before any such exterior finishing color is changed.
The landscaping, including, without limitation, the
trees, shrubs, lawns, flower beds, walkways and ground
elevations, shall be maintained by the Homeowner as
originally installed by the Developer unless the prior
approval for any change is obtained from the Architectural
Control Board. Aluminum foil may not be placed on
windows or glass doors. No Homeowner shall place any
furniture, equipment, or objects of any kind or construct
any structures, slabs or porches beyond the limits of any
building or patio wall unless prior written consent is
obtained from the Architectural Control Board and
the Developer. No Homeowner shall place any objects such
as bicycles, toys, barbeques, etc., on the exterior of any
Lot unless concealed from view of any contiguous road
frontage and any other Residential Units, except,
however, customary outdoor furniture.
Section 14. Commercial Trucks Trailers and
Boats. No trucks or commercial vehicles, mobile homes,
motor homes, boats, house trailers, boat trailers or
trailers of every other description shall be permitted
to be parked or to be stored at any place on any Lot
or Common Areas, except only during the periods of
approved construction on such Lot. This prohibition of
parking shall not apply to temporary parking of trucks
and commercial vehicles, such as for pick-up, delivery
and other commercial services. As used in this
Section 14 the word "truck" shall not include any van
with windows to service the rear seats; but the term
"commercial vehicle" shall include any vehicle which
contains any trade or business name or any
advertising whatsoever on the body of such vehicle.
No junk vehicle, or other vehicle in which current
registration plates are not displayed shall be kept on
any lot, or Common Areas, nor shall repair or
extraordinary maintenance of automobiles or other
vehicles be carried out on any Common Areas or
within or upon any Lot. No vehicles of any kind
shall be permitted to be parked on any grass-
covered areas within the Property.
Section 15. Fences. No fence, wall or other
structure shall be erected in the front yard, back
yard, or side yard setback areas, except as
originally installed by Developer or except any
which are approved in writing by the Architectural
Control Board.
Section 16. Garbage and Trash Disposal. No
garbage, refuse, trash or rubbish shall be deposited
on any Lot except in a walled-in area; provided,
however, that the requirements from time to time of Palm
Beach County for disposal of waste or requirements of
any private waste company shall be complied with.
All equipment for the storage or disposal of such
material shall be kept in a clean and sanitary
condition.
Section 17. Drying Areas. No clothing,
laundry or wash shall be aired or dried on any
portion of any Lot in an area exposed to view from any
other Lot which may be contiguous to such Lot.
Section 18. Damage to Buildings. In the event
a Residential Unit is damaged, through act of God or other
casualty, unless the insurance proceeds received with
respect thereto are required to be applied by an Institu-
tional Mortgagee in reduction of its mortgage, that Residen-
tial Unit owner shall promptly cause his Residential Unit to
be repaired and rebuilt substantially in accordance with the
original architectural plans and specifications or any
deviations there from previously approved by the
Architectural Control Board. It shall be the duty of the
Association to enforce such repair or rebuilding of the
Residential Unit to comply with this responsibility. To
accomplish the requirements of this Section, each Homeowner
shall maintain in force and effect a policy of fire and
other casualty insurance in an amount. acceptable to the
Association and with coverage adequate to cover full
replacement cost of any repair or reconstruction work on a
Residential Unit, and the Association shall be named as
additional insured. Copies of policies of such insurance or
certificates evidencing such insurance shall be delivered by
each Homeowner to the Association. Each Homeowner shall
promptly furnish to the Association all renewal notices and
all receipts of paid premiums.
Section 19. Antennae. No television or radio antennas or
towers of any nature shall be erected on any Lot or Common
Area unless prior written approval has been obtained from the
Architectural Control Board, except as may be originally installed
by the Developer.
Section' 20. Employees of the Association. Employees of
the Association and employees, agents, and workmen of the Developer
shall not be required to attend to any personal matters or
business of Members, nor shall they be permitted to leave the
Property on any private business of Members. The uses and
functions of the employees of the Association shall be governed by
the Board of Directors of the Association. In the event services
are provided to Members by any of the employees, agents or workmen
of the Developer or the Association, neither the Developer nor the
Association will assume any responsibility or be liable for, in
any manner, the quality of such services or work provided, nor do
they warrant such services or work. In addition, neither the
Developer nor the Association shall be liable for any injury to
persons or damage to property resulting from any act or omission
by those performing such works or services to Members.
Section 21. Swimming Pools. If a Homeowner places
a swimming pool in his rear yard after obtaining Archi-
tectural Control Board approval, a cartridge type filter
system shall be included in order to avoid the backwash-
ing circle effect which could result in damage to the
landscaping throughout the Property.
A R T I C L E V I I
Rules and Regulations
Section 1. Compliance by Owners. Every Homeowner shall comply with all of the covenants set forth in this Declaration and all additional rules and
regulations adopted by the Association.
Section 2. Enforcement. Failure of any Homeowner to
comply with this Declaration and such rules and regula-
tions shall be grounds for action which may include,
without limitations, an action to recover sums due for
damages, injunctive relief, or any combination thereof.
The Association shall have the right to suspend voting
rights and to suspend the use of Common Areas as
specified in Article IV, Section 2(b) hereof.
Section 3. Fines. In addition to all other
remedies, in the sole discretion of the Board of
Directors of the Association, a fine or fines may be
imposed upon a Homeowner for failure of a Homeowner, his
family, tenants, guests, invitees, or employees to comply
with any provision of this Declaration or rule
or regulation, provided the following procedures are
adhered to:
(a) Notice: The Association shall notify
the Homeowner of the infraction or infractions. Included
in the notice shall be the date and time of the next
Board of Directors meeting at which time the Homeowner
shall present reasons why penalties should not be
imposed.
(b) Hearing. The non-compliance shall be pre-
sented to the Board. of Directors after which the Board
of Directors shall hear reasons why penalties should
not be imposed. A written decision of the Board of
Directors shall be submitted to the Homeowner not later
than twenty-one (21) days after the Board of Director's
meeting.
(c) Penalties. The Board of Directors may impose
special assessments against such Homeowner's Lot, as
follows:
(1) First non-compliance or violation: a
fine not in excess of One Hundred Dollars
($100.00).
(2) Second or subsequent non-compliance or
violation: a fine not in excess of Five Hundred
Dollars ($500.00).
(d) Payment of Penalties: Fines shall be paid
not later than thirty (30) days after notice of the
imposition or assessment of the penalties.
(e) Collection of Fines: Fines shall be treated as
an assessment subject to the provisions for the
collection of assessments as set forth in Article V
hereof.
(f) Application of Penalties: All monies re-
ceived from fines shall be allocated as directed by
the Board of Directors.
(g) Non-exclusive Remedy: These fines shall
not be construed to be exclusive, and shall exist in
addition to all other rights and remedies to which
the Association may be otherwise legally entitled;
however, any penalty paid by the offending Homeowner
shall be deducted from or offset against any damages
which the Association may otherwise be entitled by
law to recover from such Homeowner.
A R T I C L E V I I I
Recreational Area
The Developer reserves the right, but by this
reservation does not incur the obligation, to bring other
land or lands under the provisions of this Declaration by
an amendment hereto, pursuant to Article IX, as open
space for the sole use and benefit of Homeowners, which
shall thereafter be deemed to be included in the Property
covered by this Declaration for all purposes hereof. Said
lands shall be defined to be the "Recreational Area" for
the purposes of this Declaration. The following uses, by
way of example and not limitation, shall be permitted in
the Recreational Area: landscaped green areas, pedestrian
walks, swimming pools, tennis courts, a club house,
accessory buildings related to active or passive
recreational uses. The Recreational Area may not be used
for any residential, commercial or industrial use, except
for easements and rights-of-way for the construction,
operation and maintenance of pipes, lines, mains, wires,
conduits and cables as are required to provide utility
services to the Recreational Area and ingress and egress
to the Recreational Area.
ARTICLE IX
AMENDMENTS
Sect ion 1 . Ad dit io nal Pr ope rty. Additional
residential property and common areas may be annexed to
the Property with the consent of two-thirds (2/3) of each
class of Members of the Association, provided, however
that the Developer may, without the consent of the Class
A Members, annex into the Property the Phase II Land upon
which are to constructed Residential Units, or the
Recreational Area described in Article VIII, which
annexation may take place at any time within fifteen (15)
years from the date of the recording of this Declaration,
without the consent of the Class A members, or any
lienors or mortgagees. Developer may annex property as
aforesaid by filing an amendment to this Declaration in
the public Records of Palm Beach County, Florida,
executed and acknowledged only by the Developer. After
the expiration of such fifteen (15) year period, the
consent of the Class A Members shall be a prerequisite to
annexation of any property into the Property.
ARTICLE X
OFFER TO SELL OR LEASE
Section 1. Sale, Lease or Rent. Should a
Homeowner wish to sell, lease or rent his Lot, he shall,
before making or accepting any offer to sell, purchase,
lease or rent said Lot, deliver to the Board of Directors,
at the office of the Association, a written notice of his
intent to sell, lease or rent, which notice shall
contain the terms of the offer he has received or
which he wishes to accept, or the terms of the offer
he is prepared to make, and the name and address
of the prospective purchaser or tenant, and such
other information as the Board of Directors may
reasonably request. The Board of Directors, within
fifteen (15) days after receiving such notice and
information, shall either consent to the transaction
specified in said notice, or by written notice to be
delivered to the Homeowner's Lot, designate the
Association, one or more persons then Members or any
other person or persons satisfactory to the Board of
Directors who is willing to purchase, lease or rent upon
the same terms as those specified in the Homeowner's
notice. Thereupon, the Homeowner shall either accept
such offer or withdraw and/or reject the offer
specified in his notice to the Board of Directors.
Section 2. Certificate of Approval. In the case of
a sale of a Lot in compliance with the provisions herein,
the Board of Directors shall give to the Homeowner an
instrument in recordable form showing consent of the Board
of Directors of the Association to transfer the
ownership of the Lot. The Board of Directors shall
have the right to charge a reasonable fee for the
expenditures incurred for the approval of such
transactions.
Section 3. Closing of Transaction. If the
Association or its stated designee fails to close
the transaction within thirty (30) days of the
notice designating such Association or persons, such
failure shall be deemed consent of the Board of Directors
to the transaction specified in the notice and the
Homeowner may consummate the transaction as originally
stated in his notice.
Section 4. Invalidity of Provision. In the event that
the provisions of the foregoing Sections shall be deemed
invalid or illegal as a violation of the Rule Against
Perpetuities, then in that event, the terms and conditions
of the foregoing Sections shall expire twenty-one (21)
years after the date of this instrument.
Section 5. Covenant. No Homeowner shall have the
right to sell, lease, rent, sub-lease or sub-rent his
interest in a Lot or any part thereof, except as expressly
provided for herein.
Section 6. Lease Term. No Lot may be leased or rented
to transient tenants. In this regard the Board of Directors
shall have the right to require that all leases be for
a minimum term of nine (9) months. The liability of the
Homeowner under this Declaration shall continue notwith-
standing the fact that the Homeowner may have leased or
rented said Lot as provided herein.
Section 7. Subject to Declaration. Every purchaser,
tenant or lessee shall take subject to this Declaration and
the By-laws of the Association.
Section 8. Institutional Mortgagee. Notwithstanding
any of the foregoing Sections, an Institutional Mortgagee
holding a mortgage on a Lot, or the Association, upon
becoming the owner of a Lot through foreclosure, or by
deed in lieu of foreclosure, shall not be required to comply
with any of the foregoing Sections of this Article. In
addition the provisions of this Article shall be inapplic-
able to the Developer. Any Institutional Mortgagee of Lots
granted by the Developer may, at its option, succeed to the
rights of the Developer hereunder.
Section 9. Transfer to Immediate Family. All of the
foregoing Sections of this Article shall not apply to
transfers by a Homeowner to any member of his immediate
family or the conveyance or bequest of the Lot by Will or
under the laws of descent and distribution.
Section 10. Assessments Must be Current. The Board of
Directors may refuse consent for any transfer, sale or lease
of any Lot for which the assessments are not then current.
In such event the Board of Directors shall not be required
to purchase, lease, or select a designee to purchase or
lease said Lot.
A R T I C L E X I
General Provisions
Section 1. Duration. The covenants and
restrictions hereof shall run with and bind the
Property, and shall inure to the benefit of and be
enforceable by the Developer, the Association or any
Homeowner subject to this Declaration, and their
respective legal representatives, heirs, successors and
assigns for a term of ninety-nine (99) years from the
date this Declaration is recorded, after which time
said covenants shall be automatically extended for
successive periods of ten (10) years each unless an
instrument signed by the then owners of two-thirds
of the Lots has been recorded, agreeing to change said
covenants and restrictions in whole or in part;
provided, however, that no such agreement to change shall
be effective unless made and recorded three (3) years in
advance of the effective date of such change, and unless
written notice of the proposed agreement is sent to every
Homeowner at least ninety (90) days in advance of any
action taken.
Section 2. Notice. Any notice required to be
sent to any Homeowner under the provisions of this
Declaration shall be deemed to have been properly sent
When personally delivered or mailed, postage paid, to the
last known address of the person who appears as Homeowner
on the records of the Association at the time of such
mailing.
Section 3. Enforcement. Enforcement of
these covenants and restrictions shall be by any
proceeding at law or in equity against any person
or persons violating or attempting to violate any
covenant or restrictions, either to restrain
violation or to recover damages, and against the
land to enforce any lien created by these
covenants; and failure by the Developer, the
Association or any Homeowner to enforce any
covenant or restriction herein contained shall in
no event be deemed a waiver of the right to do so
thereafter. These covenants may also be enforced by
the Developer, the Association, any Homeowner or the
Architectural Control Board. All coats or
enforcement, including, but not limited to, all
attorneys' fees, costs of collection and cost of
appeals, shall be the responsibility of the party
violating said covenant or restriction.
Section 4. Severability. Invalidation of any
one of these covenants or restrictions by judgment or
court order shall in no way affect any other
provisions which shall remain in full force and effect.
Section 5. Status of Association Following
Dissolution. In the event that the Association is
dissolved, for whatever reason, and the Common Areas are
not dedicated to any other association or public
entity, the Association shall nevertheless continue to
exist as an unincorporated membership organization and the
owners of Lots within the Property shall continue to be
subject to its lien rights in the same manner as is set
forth in this Declaration.
Section 6. Membership in Boca del Mar Improvement
Association. By virtue of the Declaration of
Restrictions relating to Tract 1, Boca del Mar No. 5,
recorded in Book 2328, Page 595 of the Official Records of
Palm Beach County, Florida, all Homeowners shall also be
members of the Boca del Mar Improvement Association, which is
a homeowners' association for the owners of residential
units in Boca del Mar subdivision. Reference is made to said
Declaration of Restrictions setting forth the rights and
obligations of members of said association. Section 7. Effective Date. This Declaration
shall become effective upon its recordation in the
Public Records of Palm Beach County, Florida.
IN WITNESS WHEREOF, this instrument has been
duly executed and sealed this 26th day of July , 1982.
DEL PRADO CIRCLE PROPERTIES, LTD.-I
Ronald A. Kr is
i li i i
STATE OF FLORIDA
SS: COUNTY OF PALM BEACH )
The foregoing instrument was acknowledged before
me this 26th day of July , 1982, by as general partner of
DEL PRADO CIRCLE PROPERTIES, LTD.-I, a Massachusetts limited
partnership.
Ronald A. Kris Notary Public
My Commission Expires: (SEAL)NOTARY PUBLIC STATE OF FLORIDA AT LAN, MY COMMISSION expires
May 1, 1985; Bonded thru General Ins., Underwriters
-38-
CONSENT OF MORTGAGEE
The undersigned hereby certifies that it is the holder of
a Mortgage encumbering the property described on Exhibit "A"
of the foregoing Declaration, which mortgage is recorded in
Book 3675, Page 308 of the Official Records of Palm Beach
County, Florida, and hereby consents to the recordation of the
foregoing Declaration.
IN WITNESS WHEREOF, the undersigned bank has caused this
Consent to be executed by its Senior Vice President
on this 26th day of August , 1982.
THE BANK OF MIAMI
By:Alfonso Rosselli, Senior Vice President
STATE OF FLORIDA SS
COUNTY OF DADE
Before me personally appeared Alfonso Rosselli , to me
well known and known to me to be the individual described in and
who executed the above Consent as Senior Vice President of THE BANK OF
MIAMI, a Florida bank, and acknowledged to and before me that
he executed such instrument as such Senior Vice Pres. , and
that said instrument is the free act and deed of said bank.
WITNESS my hand and seal this 26th day of August 1982,
• i•
Eva Lopez Notary Public, State of Florida
My Commission expires: Notary Public. State of Florida at Large My Commission Expires February 26, 1984 Bonded thru Maynard Bonding Agency
CONSENT OF MORTGAGEE
The undersigned hereby certifies that it is the holder of a
Mortgage encumbering the property described on Exhibit "A" Of
the foregoing Declaration, which mortgage is recorded in Book
3675, Page 308 of the Official Records of Palm Beach County,
Florida, and hereby consents to the recordation of the foregoing
Declaration.
IN WITNESS WHEREOF, the undersigned general partnership
has caused this Consent to be executed by its general partner
on this 19th day of
August—, 1982.
CASA DEL MAR, a Floridageneral partnership
Marvin Robinson, General Partner
By:
SS
STATE OF FLORIDA
COUNTY OF BROWARD
Before me personally appeared M ROBINSON
me well known and known to me to be the described in
and who executed the above Consent as General Partner of CASA D
MAR, a Florida general partnership, and acknowledged to and before
me that he executed such instrument as such General Partner, and
that said instrument is the free act and deed of said partnership.
WITNESS my hand and
ARVIN , to
individual
EL
seal this 14th day of August 1982.
Harriet Samar
Notary Public
3 Bonded th nderwriter
Notary Public, State of Florida
My Commission expires:
State of Florida at Large
My Commission expires. DEC 13 198ru General (?)U
EXHIBIT A
Legal Description:
Lots 1 thru 75, Tracts B thru R, Tracts L-1 and 2, and Tract M of SOLIMAR AT BOCA DEL MAR - PHASE I a Plat of a portion of Section 21,- Township 47 South, Range 42 East, (also being a rapist of a portion of Tract 1, of BOCA DEL MAR NO. 5, as recorded in Plat Book 30, pages 127 and 128 of the Public Records of Palm Beach County, Florida) as recorded in Plat Book 44, page 131 of the Public Records of Palm Beach County, Florida.
EXHIBIT D ARTICLES OF INCORPORATION
O F
S O L I M A R H O M E O W N E R S '
ASSOCIATION, INC.
The undersigned subscribers, desiring to form a corpor-
ation not for profit under Chapter 617, Florida Statutes, as
amended, hereby adopt the Articles of Incorporation herein-
after set forth. The terms used in these Articles which are
not defined herein shall have the respective meanings
attributed to them in the Declaration referred to below.
ARTICLE I
NAME
The name of the corporation shall be SOLIMAR HOME-
OWNERS' ASSOCIATION, INC. (the "Association").
ARTICLE II PURPOSES AND POWERS
The Association does not contemplate pecuniary gain
or profit to its Members. The specific purposes for which
it is formed are (i) to provide for the maintenance,
preservation and architectural control of the Lots located
on the land described in Exhibit A hereto (the "Property"),
the Residential Units constructed thereon, and the Common
Areas, for the mutual advantage and benefit of the Members
of the Association, and (ii) to promote the health, safety
and welfare of the owners of the Lots in the Property and
any additions thereto as may hereafter be brought within the
jurisdiction of this Association. For such purposes, the
Association shall have and exercise the following authority
and powers.
The Association shall have the power:
A. To exercise all of the powers and privileges
and to perform all of the duties and obligations of the
Association as set forth in that certain Declaration of
Restrictions and Homeowners' Association Covenants for
SOLIMAR (the `Declaration') applicable to the Property and
recorded or to be recorded in the Public Records of Palm
Beach County, Florida, and as the same may be amended from
time to time as therein provided, said Declaration being
incorporated herein as if set forth in detail.
B. To contract for the management of the Association
and to delegate to the party with whom such contract has
been entered the powers and duties of the Association except
those which require specific approval of the Board of
Directors or Members of the Association.
C. The Association shall have all of the common law
and statutory powers of a corporation not for profit which are
not in conflict with the terms of these Articles and the
Declaration.
ARTICLE III
MEMBERS Section 1. Membership. Every person or entity who is a
record owner of a fee or undivided fee interest in any Lot
shall be a Member of the Association, provided that any such
person or entity who holds such interest merely as a security
for the performance of an obligation shall not be a member.
Section 2. Voting Rights. The Association shall have
two classes of voting membership.
Class A. Class A Members shall be all Homeowners with
the exception of the Developer. Class A Members shall be
entitled to one vote for each Lot in which they hold
the interests required for membership by Section 1 of
this Article III, except as otherwise specifically
provided in the Declaration. When mote than one person
holds such interest or interests in
any Lot, all such persona shall be Members, and the
vote for such Lot shall be exercised as they among
themselves determine, but in no event shall more than
one vote be cast with respect to any such Lot, except
as otherwise provided in the Declaration. When an
entity (i.e., a corporation, company or partnership)
holds an interest in any Lot, such entity must desig-
nate in writing to the Association the name of the
individuals who will occupy such Lot and be designated as
a voting Member of the Association.
Class B. The Class B Member shall be the Devel-
oper. The Class B Member shall be entitled to three
votes for each Lot in which it holds the interest
required for membership by Section 1 of this Article
III. The Class B membership shall cease and be con-
verted to Class A membership on the happening of either of
the following events, whichever occurs earlier:
a. When total votes outstanding in Class A
membership exceed the total votes outstanding
in Class B membership; or
b. January 1, 1986.
Section 3. Meetings of Members. The By-Laws of the
Association shall provide for an annual meeting of Members, and
may make provision for regular and special meetings of Members
other than the annual meeting,
ARTICLE. IV CORPORATE EXISTENCE
The Association shall have perpetual existence.
ARTICLE V
BOARD OF DIRECTORS
Section 1. Management by Directors. The property,
business and affairs of the Association shall be managed by a
Board of Directors, which shall consist of not leas than
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two (2) persons, but as many persona as the Board of Directors
shall from time to time determine. The By-Laws shall provide for
meetings of directors.
Section 2. Original Board of Directors. The names and
addresses of the first Board of Directors of the Association,
who shall hold office until Class B membership has ceased and
been converted to Class A membership, are as follows:
NAME
Luis Ramos-Izquierdo, Jr.
Federico F. Sanchez
ADDRESS
1333 Coral Way, Suite 102 Miami, Florida 33145
1333 Coral Way, Suite 102 Miami, Florida 33145
Section 3. Election of Members of Board of Directors.
Except for the first Board of Directors, directors shall be
elected by the Members of the Association at the annual meeting
of the membership as provided by the By-Laws of the Association,
and the By-Laws may provide for the method of voting in the
election and for removal from office of directors. All
directors, other than the directors elected by the Developer,
shall be Members of the Association.
Section 4. Duration of Office. Members elected to the Board
of Directors shall hold office until the next succeeding annual
meeting of Members, and thereafter until qualified successors
are duly elected and have taken office.
Section 5. Vacancies. If a director elected by the general
membership shall for any reason cease to be a director, the
remaining directors so elected may elect a successor to fill the
vacancy for the balance of the unexpired term.
. ARTICLE VI
OFFICERS
Section 1. Officers Provided For. The Association
shall have a President, a Vice President, a Secretary and a
Treasurer, and such other officers as the Board of Directors
may from time to time elect.
Section 2. Election and Appointment of Officers. The
officers of the Association, in accordance with any applic-
able provision of the By-Laws, shall be elected by the Board
of Directors for terms of one year and until 'qualified
successors are duly elected and have taken office. The
By-Laws may provide for the method of voting in the elec-
tion, for the removal from office of officers, for filling
vacancies, and for the duties of the officers. The Presi-
dent and Vice President each shall be a director; other
officers may or may not be directors of the Association. If
the office of President shall become vacant for any reason, or
if the President shall be unable or unavailable to act, any
Vice President shall automatically succeed to the office or
perform its duties and exercise its powers. If any
office other than that of the President shall become vacant
for any reason, the Board of Directors may elect or appoint
an individual to fill such vacancy.
Section 3. First Officers. Subject to the direction_
of the Board of Directors, the affairs of the Association
shall be administered by its officers, as designated in
the By-Laws of the Association. Said officers shall serve
at the pleasure of the Board of Directors. The names and
addresses of the officers who shall serve until the first
annual meeting of the Board of Directors, are as follows:
Office Name Address
President
V i c e President
Secretary
Treasurer
ARTICLE VII
BY-LAWS
The Board of Directors shall adopt By-Laws, consistent
with these Articles of Incorporation. Such By-Laws may be
altered, amended or repealed by the membership or the
Developer in the manner set forth in the By-Laws and the
Declaration.
ARTICLE VIII
AMENDMENTS
Section 1. Amendments to these Articles of Incorpora-
tion shall be proposed and approved by the Board of Directors
and thereafter submitted to a meeting of the membership of the
Association for adoption by a majority of the membership
attending a duly called meeting of the Association, except as
otherwise specifically provided in the Declaration. If
adopted, a certificate of amendment executed by the duly
authorized officers of the Association shall then be recorded
in the Public Records of Palm Beach County, Florida.
Section 2. In case of any conflict between these
Articles of Incorporation and the By-Laws, these Articles
shall control; and in the case of any conflict between these
Articles of Incorporation and the Declaration, the Declaration
shall control.
ARTICLE IX
SUBSCRIBERS
The names and addresses of the subscribers to these
Articles of Incorporation are:
Name Address
Federico F. Sanchez 1333 Coral Way, Suite 102A Miami, Florida 33145
Luis Ramos-Izquierdo, Jr. 1333 Coral Way, Suite 102A Miami, Florida 33145
ARTICLE X
INDEMNIFICATION
The Association shall indemnify any person who is made a
party or is threatened to be made a party to any claim,
suit, proceeding or who incurs any liability by reason of
the fact that he is or was a director, officer, employee,
agent or representative- of the Association to the fullest
extent permitted by law, and the Association may advance
expenses to any such person to the fullest extent permitted
by law. The Association shall also have the power to
purchase and maintain insurance on behalf of any person who
is or was a director, officer, employee, agent or represen-
tative of the Association against any liability asserted
against him in any such capacity.
IN WITNESS WHEREOF, the said subscribers have
hereunto set their hands this day of , 1982.
Federico F. Sanchez
Luis Ramos-Izquierdo, Jr.
STATE OF FLORIDA ) ) S.S.
COUNTY OF DADE
The foregoing instrument was acknowledged before me this
day of __________ , 1982, by Federico F. Sanchez.
Notary Public
My Commission Expires:
I
STATE OF FLORIDA ) ) S.S.
COUNTY OF DADE
The foregoing instrument was acknowledged before
me this day of ____________ , 1982, by Luis Ramos-
Izquierdo, Jr.
Notary Public
My Commission Expires:
EXHIBIT E BY-LAWS
OF
SOLIMAR HOMEOWNERS' ASSOCIATION, INC.
A FLORIDA CORPORATION NOT FOR PROFIT
Art i c le I - Ident i t y
These are the By-Laws of SOLIMAR HOMEOWNERS' ASSOCI-
ATION, INC. ( the "Assoc iat ion" ) , a F lor ida corporat ion not
p r o f i t , t h e p u r p o s e o f w h i c h i s t o a d m i n i s t e r t h e
property subject to the DECLARATION OF RESTRICTIONS AND
HOMEOWNERS' ASSOCIATION COVENANTS for SOLIMAR dated the
day of __________________ , 1982, to be recorded in the Public
Records of Palm Beach County, F lor ida ( the "Declarat ion" ) .
1 .1 Of f ice . The o f f i ce of the Assoc ia t ion sha l l be in
c/o Ronald A. Kr iss, Egg . , Valdes-Faul i , Richardson Cobb,
P.A., 1401 AmeriFirst Building, One S. E. 3rd Avenue, Miami,
Flor ida 33131 or such other place as may be designated by
the Board of Directors.
1 .2 Sea l . The sea l o f the co rpora t i on sha l l bear the
n a me o f t h e c o r p o r a t i o n , t h e w o r d " F l o r i d a " , t h e w o r d s
"Corporat ion Not for Prof i t " and the year of incorporat ion.
Article II – Definitions
The f o l l ow ing words w he n use d in the By -Laws and
t h e A r t i c l e s o f I n c o r p o r a t i on ( u n l e s s t h e c o n t e x t s h a l l
prohibi t ) , shal l have the fo l lowing meanings:
( a ) " A s s o c i a t i o n " s h a l l m e a n a n d r e f e r t o
SOLIMAR HOMEOWNERS' ASSOCIATION, INC., a Florida corp-
o ra t i on no t f o r p ro f i t , wh i ch i s t o be i nco rpora te d .
(b) "Common Areas" shall mean and refer to: All
o f t h e P r o p e r t y , a s d e f i n e d h e r e i n b e l o w , l e s s a n d
e x ce p t a l l L o t s , a s d e f i n e d he r e in be l o w , e x c e p t as
o the rw ise spec i f i ed in th i s paragraph ( b ) , and such
additional parcels of land as may from time to time be
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des ignated by Deve lope r , as he re ina f t e r de f ined , as
Common Areas, each such designation to be by recorded
instrument . "Common Areas" sha l l a l so inc lude any
improvements within the Property, defined hereinbelow,
inc lud ing , w i thout l imi ta t i on , a l l s t ructures (except
Resident ia l Unite ) , recreat ional fac i l i t ies , open space and
landscaping thereon, pr ivate s t ree ts , s idewalks , s t r e e t
l i g h t s , s p r i n k l e r s y s t e m s , a n d e n t r an ce f e a tures , and
a l l pe rsona l prope r ty used in connect ion w i th the above
owned or l e ased by the Assoc i a t i on , bu t e xc lud ing an y
pub l i c u t i l i t y i ns ta l l a t i ons the reon.
( c ) "De ve l ope r " sha l l me an De l P rado C i r c l e
Prope r t i e s , L td . - I and i t s successors and ass i gns .
( d ) "Homeowner " sha l l mean and re fe r to the
record owner, whether one or more persons or entit ies, o f the
f e e s imple t i t l e t o any Lo t as de f ined he re in .
(e ) "Lot" shal l mean and re fer to that por t ion o f
t h e P r o p e r t y d e s c r i b e d i n A r t i c l e I I a n d a n y portion
shown upon any resubdivision of such property which has
been assigned a lot and block number on the p la t o f such
prope r t y , o r i s de scr ibed by me te s and bounds, and upon
which can be constructed a Residential Unit as defined below.
( f ) "Member" shal l mean and re fer to a l l those
owners o f Lot s who are members o f the Assoc ia t ion .
(g ) "The Property" sha l l mean and re fer to the real
property described in Exhibit "A".
(h ) "Res ident ia l Un i t " sha l l mean and re fe r to any
de tache d s ing l e - f ami l y r e s ide nce , o r any o the r
re s ident ia l un i t des ignated and in tended for use by a
s ing l e f ami l y , the cons t ruc t i on o f wh ich has been
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completed as evidenced by the issuance of a certificate of
occupancy or its equivalent issued by the appropriate
governmental authority.
(i) "Board of Directors" shall mean and refer to the
Board of Directors of SOLIMAR HOMEOWNERS' ASSOCIA-
TION, INC.
Article III - Members
3.1 Qualification. The members of the Association shall
be as set forth in Article III, Section 1, of the Articles of
Incorporation of the Association.
3.2 Change of membership. Change of membership in the
Association shall be established by recording in the Public Records
of Palm Beach County, Florida: (i) a deed or other
instrument establishing a record title to a Lott and (ii) an
instrument showing consent of the Board of Directors to transfer
the ownership to a Lot; the Homeowner designated by such
instruments thereby becoming a Member. The membership of
the prior Homeowner shall be thereby terminated.
3.3 Voting Rights. The voting rights of each Member shall
be as set forth in Article III, Section 2 of the Articles of
Incorporation of the Association, and the manner of exercising
such voting rights shall be determined by these By-Laws. The
term "majority" as used in these By-Laws in reference to voting by
Members, and the Board of Directors, means more than fifty
(50%) percent.
3.4 Voting Certificates. If a Lot is owned by one person, his
right to vote shall be established by the record title to such property.
If a Lot is owned by more than one person, the person entitled to
cast the vote for such property shall be designated by a certificate
signed by all
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of the record owners of such property and filed with the
Secretary of the Association. If such a certificate is not
on file, the vote for such property shall not be considered
for any purpose whatsoever. If a Lot is owned by a
corporation or other business entity, the person entitled to
cast the vote for such property shall be designated by a
certificate of appointment signed by the President or Vice-
President and attested by the Secretary or Assistant
Secretary of the corporation or similar officers of any
other business entity and filed with the Secretary of
the Association. Such certificate shall be valid until
revoked or until superseded by a subsequent certificate or
until a change in the ownership of the property
concerned. A certificate designating the person entitled to
cast the vote of such property may be revoked by any owner
thereof.
3.5 Approval or Disapproval of Matters.
Whenever the decision of a Member is required upon
any matter, whether or not the subject of an Association
meeting, such decision shall be expressed by the same
person who would cast the vote of such Member if at an
Association meeting, unless the joinder of record owners is
specifically required by the Covenants or these By-Laws.
Article IV - Members' Meetings
4.1 Annual Members' Meeting. The annual
Members' meeting shall be held at the office of the
Association, at 7:30 P.M. on the second Tuesday of
January of each year, or at such other date, time and
place during the month of January as shall be designated by
the Board of-Directors for the purpose of electing
directors and of transacting any other business
authorized to be transacted by the
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Members; provided, however, if that day is a legal holiday,
the meeting shall be held at the same hour on the next day.
The annual meeting may be waived by a unanimous
agreement of the Members in writing. .
4 .2 Not ice of Annual Members ' Meetings.
Not ice of the annual Members' meeting stating the time
and place and the objects for which the meeting is
called shall be given unless waived in writing. Such
notice shall be in writing and furnished to each Member not
less than fourteen (14) days nor more than sixty (60) days
in advance of the date of the meeting. The notice to
each Member shall be furnished by mailing the same
to each. Member at his address as it appears on the
books of the Association. Notice of meetings may be waived
either before or after the meeting, in writing. If
assessments against Members are to be considered for any
reason at such annual meeting, the notice shall specifically
contain a statement that assessments will be considered and
the nature of such assessments.
4.3 Special Members' Meeting. Special Members'
meetings shall be held whenever called by the President
or by a majority of the Board of Directors and must be
called by such directors upon receipt of a written request
from Members entitled to cast a majority of the votes of the
entire membership.
4.4 Notice of Special Members' Meetings. Except
in the event of an emergency, notice of a special meeting
stating the time, place and object thereof, shall be served
upon or mailed to each Member entitled to vote thereat, at
such address as appears on the books of the Association, at
least five days prior to such meeting. Notice of a special
meeting may be waived either before or after the meeting, in
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writing. If assessments against Members are to be consid-
ered for any reason at a special meeting, the notice shall
specifically contain a statement that assessments will be
considered and the nature of such assessments.
4.5 Quorum. A quorum at Members' meetings
shall consist of the presence of a majority of the Member's
entitled to vote present in person or by proxy at a duly
called meeting. The acts approved by a majority of those,
present in person or by proxy at a meeting at which a quorum is
present shall constitute the acts of the Members, except when
approval by a greater number of Members is required by the
Covenants, the Articles of Incorporation or these By-
Laws. The joinder of a Member in the action of a meeting by
signing and concurring in the minutes thereof shall
constitute the presence of such Member for the purpose of
determining a quorum.
4.6 Proxies. Votes may be cast in person or by
proxy. Proxies may be made by any Member entitled to
vote and shall be valid only for the specific meeting for
which originally given and any lawfully adjourned meetings
thereof. In no event shall any proxy be valid for a period of
longer than ninety (90) days after the date f the first meeting
for which it is given. Every proxy shall be revocable at any
time at the pleasure of the Member executing it. Proxies
shall be filed with the Secretary before the appointed time of
the meeting.
4.7 Adjourned Meetings. If any meeting of
Members cannot be organized because a quorum has not
attended, the Members who are present, either in person or by
proxy, may adjourn the meeting from time to time until a
quorum is present.
-6 -
4.8 Order of Business. The order of business at
annual Members' meetings, and as far as practical at all
other Members' meetings, shall be:
(a) Calling of the roll and certifying of proxies.
(b) Proof of notice of meeting or waiver of notice.
(c) Reading and disposal of any unapproved
minutes.
(d) Reports of officers.
(e) Reports of committees.
(f) Elections.
(g) Unfinished business.
(h) New business.
(i) Adjournment.
Article V - Board of Directors
5.1 Membership. The affairs of the Association shall be
managed by a Board of Directors as set forth in the Articles of
Incorporation. Each Director shall be a person entitled to cast a
vote in the Association, except as otherwise provided in the
Covenants, Articles of Incorporation or these By-Laws.
5.2 Election of Directors.
(a) Members of the Board of Directors shall be
elected by a majority vote of the Members present in person or
by proxy at the annual meeting of the Members of the
Association, and entitled to vote.
(b) Except as to vacancies provided by removal of
Directors by Members, vacancies on the Board of Directors
occurring between annual meetings of Members shall be filled
-7 -
by the remaining Directors. Notwithstanding the foregoing,
the Developer shall have the right to fill any vacancies
caused by the death or resignation of any Director elected
by the Developer.
(c) Any Director not elected by the Developer
may be removed by the vote or agreement in writing of
a majority of all of the Class A Members of the Association.
A special meeting may be called by Class A Members
holding ten (10%) percent of the votes of Class A Members
for that purpose. Notice shall be given or waived as provided
herein for special members meetings and shall state the
purpose of the meeting. The vacancy on the Board of
Directors so created shall be filled by the Members of the
Association of the same meeting.
(d) Notwithstanding any of the foregoing, the
Developer shall be vested with the power to designate the
initial Board of Directors and their successors until the
first election of all Board members by Association Members
other than the Developer.
5.3 Term. Except for Directors named by the
Developer, the term of each Director's service shall
extend until the next annual meeting of the Members and
thereafter until his successor is duly elected and qualified,
or until he is removed in the manner elsewhere provided.
The terms of Directors named by the Developer shall be
determined by the Developer.
5.4 Organizational Meeting. The
organizational meeting of a newly elected Board of
Directors shall be held within ten (10) days of their
election at such place and time as shall be fixed by the
Directors at the meeting at which they were elected, and no
further notice of the organizational meeting shall be
necessary.
5.5 Regular Meetings. Regular meetings of the Board
of Directors may be held at such time and place as shall be
determined, from time to time, by a majority of the Directors.
Notice of regular meetings shall be given to each Director,
personally or by mail, telephone or telegraph at least three (3)
days prior to the day named for such meeting.
-8 -
5.6 Special Meetings. Special meetings of the Directors
may be called by the President and must be called by the
Secretary at the written request of two-thirds (2/3) of the
Directors. Except in an emergency, not less than three (3) days
notice of the meeting shall be given personally or by mail,
telephone or telegraph, which notice shall state the time, place
and purpose of the meeting. 5.7 Waiver of Notice. Any Director may waive notice of a
meeting before or after the meeting and such waiver shall be
deemed equivalent to the giving of notice.
5.8 Quorum. A quorum at Directors' meetings shall
consist of a majority of the entire Board of Directors. The
acts approved by a majority of those present at a meeting
at which a quorum is present shall constitute the act of
the Board of Directors, except where approval by a
greater number of Directors is required by the Covenants,
the Articles f Incorporation or these By-Laws.
5.9 Adjourned Meetings. If at any meetings of the
Board of Directors there be less than a quorum present,
the majority of those present may adjourn the meeting
from time to time until a quorum is present. At any
adjourned meeting any business which might have been
transacted at the meeting as originally called may be
transacted without further notice.
-9 -
5.10 Joinder in Meeting by Approval of Minutes. The
joinder of a Director in the action of a meeting by signing and
concurring in the minutes thereof shall constitute the presence of
such Director for the purpose of determining a quorum.
5.11 Directors' Meetings. Meetings of the Board of
Directors shall be open to Members, and notices of such meetings
shall be posted conspicuously forty-eight (48) hours in advance
of such meetings for the attention of Members, except in an
emergency.
5.12 Presiding Officer. The presiding officer of Directors'
meetings shall be the President. In the absence of the President,
the presiding officer of Directors' meetings shall be the Vice-
President. In the absence of President and Vice-President, the
Directors present shall designate one of their number to preside.
5.13 Directors' Fees. Directors' fees, if any, shall be determined
by the members of the Association; provided, Directors designated
or elected by the Developer shall never under any circumstances
be entitled to Directors' fees.
Article VI - Powers and Duties of Board of Directors.
All of the powers and duties of the Association existing
under the Covenants, the Articles of Incorporation and these By-
Laws shall be exercised exclusively by the Board of Directors, its
Agents, contractors or employees, subject only to approval by
Members when such is specifically required. Such powers and
duties of the Directors shall include but not be limited to the
following, subject, however, to the provisions of the Covenants,
Articles of Incorporation and these By-Laws:
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6.1 Assess. To make and collect assessments against
Members to defray to costs and expenses of the Association.
6.2 Disburse. To use the proceeds from assessments in the
exercise of its powers and duties.
6.3 Maintain. To maintain, repair, replace and operate
the Common Areas.
6.4 Insure. To purchase insurance upon the Common
Areas and insurance for the protection of the Association and its
Members.
6.5Reconstruct. To reconstruct improvements after
casualty and further improve the Common Areas.
6.6 Regulate. To make and amend reasonable rules
and regulations respecting the use of the property.
6.7 Management Contract. To contract for the main-
tenance, management or operation of the Common Areas
and to authorize a management agent to assist the Association in
carrying out its powers and duties by performing such functions
as the submission of proposals, collection of assessments,
preparation of records, enforcement of rules and maintenance,
repair and replacement of the Common Areas with funds as shall be
made available by the Association for such purposes. The
Association and its officers may delegate its
powers and duties except to the extent prohibited by
the Covenants, the Articles of Incorporation, and
these By-Laws.
6.8 Payment of Liens. To pay taxes, assessments, and
fines which are liens against any part of the Common Areas and
to assess the same against the property subject to such liens.
6.9 Enforcement. To enforce by legal means provisions of the
Covenants, the Articles of Incorporation, the By-Laws and the
regulations for the use of the Property.
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6.10 Utilities. To pay the cost of all power, water, sewer and
other utility services rendered to the Association and not
separately billed to Members.
6.11 Employment. To employ personnel for reasonable
compensation to perform the services required for proper
administration of the purposes of the Association.
Article VII - Officers 7.1 Officers and Election. The executive officers of the
Association shall be a President, Vice-President, a Treasurer, and
a Secretary, all of whom shall be elected annually by the Board of
Directors and who may be peremptorily removed by vote of the
Directors at any meeting. Any person may hold two or more
offices except that the President shall not also be the
Secretary. The Board of Directors shall from time to time elect
such other officers and designate their powers and duties as the
Board shall find necessary to properly manage the affairs of the
Association.
7.2 President. The President shall be the chief ex-
ecutive officer of the Association. He shall have all of the
powers and duties which are usually vested in the office of
President of an Association, including but not limited to the
power to appoint committees from among the Members from
time to time, as he may in his discretion determine appropriate,
to assist in the conduct of the affairs of the Association. He shall
serve as chairman of all Board and Members' meetings.
7.3 Vice-President. The Vice-President shall act in the
place and 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.
7.4 Secretary. The Secretary shall keep the minutes of
all proceedings of the Directors and the Members. He
-12 -
shall attend to the giving and serving of all notices to the
Members and Directors and other notices required by law. He
shall keep the records of the Association and shall perform
all other duties incident to the office of Secretary of an
Association and as may be required by the Directors or the
President. The duties of the Secretary may be fulfilled by a
manager employed by the Association.
7.5 Treasurer. The Treasurer shall have custody of
all property of the Association, including funds, securities and
evidences" of indebtedness. He shall keep the books of the
Association in accordance with good accounting practices and
provide for collection of assessments; and he shall
perform all other duties incident to the office of Treas-
urer. The duties of the Treasurer may be fulfilled by a
manager employed by the Association.
7.6 Compensation. The compensation, if any, of
all officers shall be fixed by the Members at their
annual meeting. No officer who is a designee of the
Developer shall receive any compensation for his services as
such.
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7.7 Indemnification and Insurance of Directors and Officers.
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 with any proceeding
to which he may be a party or in which he may become
involved by reason of his being or having been a Director
or officer of the association, whether or not he is a Director
or officer at the time such expenses are incurred, except
in such cases wherein the Director or officer is adjudged
guilty of willful misfeasance or malfeasance in the
performance of these duties. The foregoing right of
indemnification shall be in addition to and not exclusive of
a l l other r ights to which such Director or o f f icer
may be enti t led. The Board of Directors may, and
shal l i f reasonably available , purchase l iabil i ty
insurance to insure al l Directors, off icers or
agents, past and present against al l expenses and
l iabil i t ies as set forth above. The premiums for
such insurance shall be paid by the Members as a
part of the expenses of the Association.
Article VIII - Fiscal Management
The provisions for fiscal management of the
Association set f o r th in the Dec la ra t ion sha l l be
supp lemented by the , following provisions:
8.1 Accounts. The rece ipts and expenditures
of the Association shall be credited and charged to
accounts under t h e f o l l ow ing c l a s s i f i c a t i ons a s
sha l l b e a pp rop r i a t e :
(a) Current Expenses. Current expenses
shall include all receipts and expenditures to be made
within the year for which the receipts are budgeted
and may include a reasonable allowance for
contingencies and working funds. The balance in this
fund at the end of each year shal l be appl ied to
reduce the assessments for current expense for the
succeeding year or to fund reserves.
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(b) Reserves. The following re erves may be s established in the discretion of the Board of
Directors. Any or no amount may be budgeted for such
reserves, in the sole discretion of the Board of Directors.
(1)Reserve for taxes and other
contingencies. Reserve for taxes and other contingencies
shall include funds to be used to pay taxes, the exact amount
of wh i ch may no t be known when the r e se rve fund
i s e s tab l i shed , and t o pay f o r o the r
c on t ingenc i e s .
(2)Betterments. Reserve f o r betterments
shall include funds to be used for capital expenditures for
additional improvements or additional personal property that
will be part of the Common Areas.
8.2 Budget. The Board of Directors shall adopt .a
budget for each fiscal year which shall include the estimated
funds required to defray the current expenses and shall
provide funds for the foregoing reserves, except as otherwise
provided. A copy of the proposed annual budget of expenses
shall be mailed to the Members not less than thirty (30)
days prior to the meeting of the Board of Directors at which
the budget will be considered. The Members shall also be
given written notice of the time and place at which the Meeting
shall be held, and such Meeting shall be open to the Members.
8.3 Excess Assessments in Fiscal Year.
Recognizing that it is extremely difficult to adopt a budget
for each calendar year that exactly coincides with the actual
expenses during that year, the Board of Directors, at the
annual meeting of Members, shall report the amount,
if any, by which assessments for the preceding fiscal year
to date have exceeded the expenditures of the
Association. Such excess shall be applied automatically
against the following year's assessments, unless the
Members, by a vote of seventy-five percent (75%) of
those present in person or by proxy, vote to return the
excess to the Members.
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8.4 Assessments. Assessments against Members for
their shares of the items of the budget shall be made in
advance on or before December 20 preceding the year for
which the assessments are made. Such assessments
shall be due in four (4) equal quarterly installments, each of
which shall come due on the first day of January, April, July
and October of the year for which the assessments
are made, or in annual or monthly installments if so
determined by the Board of Directors. I f an annual
assessment is not made as required, an assessment
shall be presumed to have been made in the amount
of the last prior assessment and quarterly payments
thereon shall be due upon the first day of each
quarter until changed by an amended assessment. In
the event the annual assessment proves to be
insufficient, the budget and assessments may be
amended at any time by the Board of Directors. The
unpaid assessment for the remaining portion of the
fiscal year for which the amended assessment is
made shal l be due on the f i rst day o f the quarter
next succeeding the quarter in which such amended
assessment is made or as otherwise provided by the
Board of Directors. The first assessment shall be
determined by the first Board as provided by the Board
of Directors.
8 .5 Acce le ra t ion o f Assessment Ins ta l lments
Upon De fau l t . I f a Member does no t pay an
ins ta l lment o f an assessment with in f i f teen (15)
days af ter the due date , a late fee in the amount
of ten percent (10%) of the unpaid installment of
an assessment shall be charged. If a Member does
not pay an instal lment of an assessment due to
the Association within thirty (30) days from the
time it becomes due, the Member shall be deemed to
be in default. Upon such default, the Board of
Directors may accelerate the remaining
installments of the assessment upon notice to the
Member, and then all unpaid installments shall
become due upon the date s tated in the not ice ,
but not less than f i ve (5 ) days after del ivery of
the notice to the Member. Thereafter, the
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Association may enforce its l ien for assessments
in accordance with the terms of the Covenants.
8.6 Depository. The depository of the Association
w i l l be such banks or sav ings and loan
assoc ia t i ons as shall be designated from time to
time by the Board of Directors and in which the
withdrawal of monies from such accounts shall be only by
checks signed by those persons authorized by the Board
of Directors, provided that the provisions of this section
may be superseded by the terms of a management
agreement entered into by the Association.
8.7 Accountant's Review. A review of the accounts of
the Association shall be made annually by a public
accountants and a copy of the accountant's report shall
be furnished to each Member not later than sixty (60) days
following the end of the fiscal year for which the
report is made.
8.8 Fidelity Bonds. Fidelity bonds may be required
by the Board of Directors from all persons handling or
responsible for Association funds. The amount of such
bonds shall be determined by the Directors. The premiums for
such bonds shall be paid by the Association.
8.9 Fiscal Year. The fiscal year of the Association
shall be from January 1 to December 31.
Article IX - Parliamentary Rules
Roberts' Rules of Order (latest edition) shall govern
the conduct of the Association meetings when not in conflict
with the Covenants, the Articles of Incorporation or these By-
Laws.
Article X - Amendment
A resolution for the adoption of a proposed
amendment of these By-Laws may be proposed by either
the Board of Directors of the Association or by the
Members of the Association. Members may propose
such an amendment by instrument in writing directed to
the President or Secretary of the Board signed by Members
representing twenty percent (20%) of the votes of all Members
of the Association. Amendments may be proposed by the
Board of Directors by action of a majority of the Board at
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any regularly constituted meeting thereof. Upon an
amendment being proposed as herein provided for, the
President, or, in the event of his refusal or failure to act, the
Board of Directors, shall call a meeting of the
membership to be held within sixty (60) days for the
purpose of considering said amendment. Except as
otherwise provided in the Covenants, such approvals must
be either by:
(a) The votes of not less than 66-2/3%
of Members present at such meeting in person or by proxy; or
(b) In the alternative, an amendment may be
made by an agreement signed and acknowledged by all
Members in the manner required for the execution of a deed,
and such amendment shall be effective when recorded in
the Public Records of Palm Beach County, Florida.
10.1 Proviso. No amendment shall discriminate
against any Member nor against any class or group of
Members unless the Member or Members so affected shall
consent. No amendment shall be made that is in conflict with
the Covenants or the Articles of Incorporation.
10.2 Execution and Recording. A copy of each
amendment shall be attached to a certificate certifying
that the amendment was duly adopted as an amendment of
the By-Laws, which certificate shall be executed by the officers
of the Association with the formalities of a deed. The
amendment shall be effective when such certificate and
copy of the amendment are recorded in the Public Records
of Palm Beach County, Florida.
10.3 Approval by Developer. Anything herein to the
contrary notwithstanding, until the first regular election of
all Directors by Member(s) other than the Developer, and so
long as the Developer shall have the right to fill
vacancies on the Board of Directors, an amendment
phial require only "the majority consent of the Board
of Directors, and no meeting of the Members nor any
approval thereof need be had.
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Article XI - Construction
Whenever the masculine singular form of the pronoun is
used in these By-Laws, it shall be construed to mean the
masculine, feminine, or neuter, singular or plural, wherever
the context so requires.
Article XII - Invalidity of Provision
Should any of the covenants herein imposed be void or
become unenforceable at law or in equity, the remaining
provisions of this instrument shall nevertheless be and
remain in full force and effect.
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The foregoing were adopted as the By-Laws of SOLIMAR
HOMEOWNERS' ASSOCIATION, INC., a non-profit
corporation under the laws of the State of Florida, at the
first meeting of the Board o f Directors on the day of _________
1982.
President
Attest:_______________ Secretary
RECORD VERIFIED PALM BEACH COUNTY, FLA.
J O H N B . D U N K L E CLERK CIRCUIT COURT
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FIRST AMENDMENT TO
DECLARATION OF RESTRICTIONS
AND HOMEOWNERS' ASSOCIATION COVENANTS FOR SOLIMAR
WHEREAS, Del Prado Circle Properties, Ltd. - I, a
Massachusetts limited partnership ("Developer"), pursuant to
Declaration of Restrictions and Homeowners' Association
Covenants dated December 7, 1979, and recorded in Official Records Book 3791, page 308, of the Public Records of
Palm Beach County, Florida (the "Declaration"), submitted the
property described in Exhibit "A" (the "Property"), to
certain restrictions, reservations, limitations, conditions
easements and agreements, concerning the development, use and
enjoyment of SOLIMAR, an exclusive residential community; and
WHEREAS, Developer, as current owner of the entire Property
desires to amend the Declaration.
NOW, THEREFORE, in consideration of the premises, Developer
hereby amends the Declaration as set forth hereinbelow:
Article VI, Section 5(c) is hereby amended to read as
follows:
"All Lots shall be and are singly and collectively
subject to easements for encroachments which now or
hereafter exist or come into being, caused by settlement
or movement of the Residential Units or other
improvements, or caused by the Developer in construction
or reconstruction of such Residential Unite (as long
as the encroachment into the property line of adjacent
Lots shall be less than eighteen (18") inches) and
other improvements, which encroachments shall be
permitted to remain undisturbed and such easements shall
and do exist and shall continue as valid easements as
long as such encroachments stand. A valid easement
remaining of such encroachment is herein created, so long
as such encroachments stand."
Prepared by and return to: Keith F. Backer, Esq. Backer Law Firm, P. A. 136 East Boca Raton Road Boca Raton. FL 33432 (561)3614535
CERTIFICATE OF AMENDMENT TO THE DECLARATION OF RESTRICTIONS AND HOMEOWNERS' ASSOCIATION COVENANTS FOR SOLIMAR
WHEREAS, the DECLARATION OF RESTRICTIONS AND HOMEOWNERS' ASSOCIATION COVENANTS FOR SOLIMAR (hereafter referred to as "the Declaration") was recorded in the Public Records of Palm Beach County, Florida in Official Records Book 3791st Page 030$. and
WHEREAS, Article IX, Section 2 of the Declaration provides that the Declaration may be amended by the recording of an instrument signed by not less than seventy five percent of the members;
WHEREAS, more than seventy five percent of the members have signed this instrument approving of the amendment to Article X, Section 6 of the Declaration in the form as attached hereto as Exhibit A to this instrument.
NOW THEREFORE, the undersigned hereby certify that the attached amendment to the is a true and correct copy of the amendment approved by the membership.
47 . 0 0 4 1 WITNESS my signature hereto this _261day of jiwutil at Boca Raton. Palm Beach County,
Florida.
Solimar Homeowners' Association, Inc.
Witness 1:
Print Witness Ci 43 A d l W a . - / 0
Witness 2:
Print Winivs 2 Name: A R.
Amendment 1 to By-Laws of Homeowners’ Association Covenants for Solimar
Article IV, Members’ Meetings Section 4.5, Quorum. A quorum at Members’ meetings shall consist of the presence of 30% of the Members entitled to vote present in person or by proxy at a duly called meeting. The acts approved by a majority of those present in person or by proxy at a meeting at which a quorum is present shall constitute the acts of the Members except when approval by a greater number of Members is required by the Covenants, the Articles of Incorporation or these By-Laws. The joinder of a Member in the action of a meeting by signing and concurring in the minutes thereof shall constitute the presence of such Member for the purpose of determining a quorum. Amendment 2 to By-Laws of Homeowners’ Association Covenants
for Solimar
Article VI, Powers and Duties of Board of Directors Section 6.2 Disburse To use the proceeds from assessments in the exercise of its powers and duties. The Board of Directors’ power to disburse funds from a reserve established by the Board of Directors and approved by a vote of the majority of the members attending a meeting of the membership, at which a quorum is present, is limited to the purpose of the reserve as defined in the title of that reserve when it is approved.
Amendment 3 to the By-laws of Homeowners’ Association Covenants for Solimar
Article VIII. Fiscal Management Section 8.1, Accounts. The receipts and expenditures of the Association shall be credited and charged to accounts under the following classifications as shall be appropriate:
(a) Current Expenses – Current expenses shall include all expenditures to be made within the year for which the receipts are budgeted, and may include a reasonable allowance for contingencies and working funds. The balance in this fund at the end of each year shall be applied to reduce the assessments for current expenses for the succeeding year or to develop a cash reserve of not more than (1) month’s average monthly expenses to be available to the Board of Directors to fund emergency unbudgeted expenses related to the upkeep of community assets. (b) Reserves – Reserves may be established with the approval of a majority of the Board of Directors and with the approval of a majority of the members attending a meeting of the membership at which a quorum is present. For reserves established by the Board of Directors with the approval of a majority of members as described herein, specific amounts shall be budgeted to those reserves when they are established. (c) Betterments. Reserves for specific betterments may be established by the Board of Directors and must be approved by a vote of the majority of the members attending a meeting of the membership, at which a quorum is present, and shall include funds to be used for capital expenditures for specific improvements to the community’s Common Areas or for specific additional personal property that will be part of the Common Areas as stated in the reserve.
(d) Replacement of Common Area Facilities. Reserves to replace or to provide for major repairs of specific common area facilities damaged or destroyed as a result of natural disasters or long-term wear and age may be established by the Board of Directors and approved by a vote of the majority of the members attending a meeting of the membership, at which a quorum is present, and shall include funds to be used for expenditures to replace or repair the specific facility stated in the reserve. (e) At any meeting of the membership of the Association, at which a quorum is present, the majority of those members present in person or by specific proxy may void any previously approved reserve. Any monies in the voided reserve fund would revert to the Association’s general funds, unless the majority of the membership, at a membership meeting where a quorum is present, approves the transfer of those monies to another member approved reserve fund. (f) Major Repairs and Replacements. A reserve for the replacement and/or major repairs to the Common Area facilities destroyed or damaged by a catastrophic natural disaster and/or the replacement of roadbeds in Solimar may be established as follows: i. A reserve for the major repair or replacement to the Association Common facilities may be established by the majority vote of the Board of Directors and said reserve shall be maintained separately from those accounts used for current operating expenses of the Association. ii. The initial funds for this reserve account shall be made up of any funds of the Association in excess of the average monthly expenses of the Association as measured by the six months expenses preceding the establishment of this reserve. iii. After the initial transfer of funds to this reserve account, the reserve shall only be credited with monies and fees collected by the Association for items included in Article X of the Declaration of Restrictions and Homeowners’ Association Covenants for Solimar, and monies due to the Association from new owners at closing and transfer of title. iv. The regular monthly assessment as described in Paragraph 8.4, Assessments, of the By-Laws and any interest and late fees related thereto, may not be used for reserves. v. The Board of Directors shall invest the reserve account in a federally insured financial institution. vi. The Board of Directors shall stop crediting monies to the reserve account when the funds in the reserve account, together with accumulated interest, reach Fifty Thousand Dollars ($50,000.00). After that maximum has been reached, only the interest earned by the funds in the reserve may be allowed to accumulate in the reserve. This interest accumulation shall continue until the funds in the reserve are required for the stated purpose for which this reserve was established. vii. Disbursements from this account may be made by the majority vote of the Board of Directors for the following purposes only: (1) The major repair to or replacement of the Association’s
swimming pool, light fixtures, light posts, trees, shrubs, flowers, lawns, the roadways, and roadbeds in the community damaged or destroyed as a result of a natural catastrophe, such as, but not limited to hurricane, tornado, windstorm,
flood, lightning, or earthquake. (2) A major repair to the Association’s roadbed is one that requires work to repair areas below the road surface and/or in the roadbed. Amendment 3 to the Declaration of Homeowners’ Association
Covenants for Solimar Article V, Covenant for Maintenance Assessments Section 5. Date of Commencement of Annual Assessments; Due Dates. In addition at the closing and transfer of title to the Homeowner, said Homeowner shall contribute a Five Hundred Dollar ($500.0) assessment payment to the Association. This contribution shall be used by the Association for the purpose of initial and nonrecurring capital expense of the Association and for providing initial working capital for the Association. Said contribution shall not be considered as a prepayment of assessments. The foregoing capital contribution shall be made upon the sale of any lot in the Solimar community and is not limited to the initial sale by the developer to the first homeowner. Amendment 4 to the Declaration of Homeowners’ Association
Covenants for Solimar Article IX. Amendments Section 2. Amendments. This Declaration may be amended with the approval of not less than seventy-five percent (75%) of all Members. Approval may be obtained by a vote at a meeting of the members or by written approval or a combination of both. No amendment shall alter the assessment lien or subordination provision in connection therewith as specified in Article V, without the prior written consent of the mortgagee enjoying said protection or the County Attorney of Palm Beach County Florida, if he determines his consent to be necessary, provided that in the event any related governmental lending institution requires a modification of this declaration or the Articles of Incorporation or By-Laws of the Association as a prerequisite to accepting the Property for financing, such amendment may be adopted by a majority vote of the Board of Directors of the Association without the necessity of any other approval.