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Filing # 53347716 E-Filed 03/06/2017 04:34:23 PM
AMENDMENT TO
SIXTH AMENDED AND RESTATED BY-LAWS OF.
EAST LAKE WOODLANDS COMMUNITY ASSOCIATION, ING.
ARTICLE 2 ~ MEMBERS
Section 1 Annual Meeting.
The annual meating of the Members shall be held during the month of Maich in each year at such tirné and data as may
be detérmined by the Board. Al! meetings of the Members shall be held at the office of the Association in the County of
Pineliss, Florida, or at such other place. as may from time to time be determined hy the Board and specified In the notice
of such meeting.
Section 12 — Nomination and Election of Directers.
fa} (2) Not later than January 15" each year, a nominating committee shail be selected to seek out and
consider potential candidates for diretters, including those nominated by petition, and to propose a number
of qualified candidates for election as directors, which number shail not be less than the number Gf at-large,
vacancies to be filled, Any candidate for director must be a member of the Assticiation and a permanent
resident of ast Lake Woodlands. A permanent resident is a person who uses a unit or lot in East Lake
Woodlands as his principal residence at least six months per year,
(2} No later than January 15" of each year the Board of Directors shail appoint a nominating coramittes
consisting of six {8} members. There generally are three types of communities in Fast Lake Woodlands,
namely single family, condominiums and cluster homes. 4 list of the names of each community and its type
is attached hereto ag Exhibit A. The Board of Directors shall make every effort to appoint a nominating
committes which includes cepresentation af each of the three typas af communities,
{8} The first meeting of the nominating committee shall be called by a majority vote of the Board, Each
meeting of the nominating committee thereafter shall be set and determined by the naminating committee.
BY majority vote the nominating committee shall choose candidates for election te the Board pursuant ta
subparagraph (c} below.
(4) In addition to the potential candidates which it selects far consideration, the nominating committes will
consider any candidate nominated by petition delivered ta tha nominating committee, c/o the Association's
management company, on or before February 15" of the election year, To be valid, such a petition must be
signed by at least fivé members (other than the nominee} and must include brief biographical information
baring on the candidate's applicable qualifications and experience, and a signed statement by the
candidate that he/she is willing and able to serve as a director. Should such petition candidate not be
aélected by the nominating committee, the candidate's name will nevertheless be included on the ballot as
a petition candidate, unless the candidate requests omission of his name.
{b} Not later than January 25 each yaar, the Beard shall mail a letter to all members with the following
information,
(1) The fact that the norninating committee has been appointed and the name
af each member,
{2) The number of directors to be elected and thelr term.
(3) The nomination protedure end schedule.
{4) The procedure for nomination by petition, including the deadline for such
nominations.
{c] Natjater than thirty (30) days before the annual meeting of members each year, the nominating
cormittee shall submit to the Board its proposed candidates plus any additional candidates nominated by
petition, together with brief biographical deta as ta each candidate and written confirmation from each
candidate of his/her willingness and ability to serve if elected.
Approved by the Board of Directors on December 13, 2012,
EXHIBIT
***ELECTRONICALLY FILED 03/06/2017 04:34:22 PM: KEN BURKE, CLERK OF THE CIRCUIT COURT, PINELLAS COUNTY***AMENDMENT TO
SIXTH AMENDED AND RESTATED BY-LAWS OF
EAST LAKE WOODLANDS COMMUNITY ASSOCIATION, INC,
Section 12 —- Nomination and Election of Directors.
(4) (2) No later than February 15" of each year the Board of
Directors shall appoint a norninating committee consisting of six (6)
members. There generally are three types of communities in East
Lake Woodlands, namely single family, condominiums and cluster
homes. A list of the names of each community and its type Is attached
herete as Exhibit A. The Board of Directors shall make every effort to
appoint a nominating cornmittee which includes representation of each
of the three types of communities.
(3) The first meeting of the nominating committee shall be called
by a majority vote of the Board. Each meeting of the nominating
committee thereafter shall be set and determined by the nominating
committee. By majority vote the nominating committee shall choose
candidates for election to the Board pursuant to subparagraph (c)
below,
NOTE: Adopted by a vote of the membership held April 26,
2007.SIXTH AMENDED AND RESTATED BY-LAWS
EAST LAKE @OOOLARDS rane ASSOCIATION, INC.
Revised 7/1/88
ABRISUE Dn PRINCTEAL OFFICE
The principal office of AST LAKE WOODLANDS COMMUNITY
ASSOCIATION, INC. {the "Asseciation"), shall be located in Pinellas
County, Florida, Tha Association may nave such additional offices
4% the Beard Of Directors (the "Hoard") may from time fo time
determine. The Asgeciation shall have and continugdsly maintain at
the above office an egent whose office shall ba identical with such
registered office.
ARTICLE 2 = MEMBERS
Ve Bact = 2 =a The annual meeting te Mepbers
gr shail : each Stich cima
A AP and date as “ ‘Lo maetings of the
a? Mambers shall be he @ Association in the
Qoorty Of Pinel
tims tot} ©
eeSich meeting.
such other “ptwse—aa_tay f¥om
specified in the nd
4 Rena ROEM. At any meeting of the. membership, the
peesance of lO of the vating interests, in persen er by proxy,
shall gonstitute s quorum. In. atidinion, a mail vote by the Members
shall be walid only if at. least 19% of the voting interests have
heen voted.
Sankion 3 - Notins of Mesrings. Notice of the annual meeting
of the Nemberg shali be mailed ar delivered by the Secretary or
Assistant Secretary to esch Members at least Eifteen (18) days
pricc to the meeting.
Section 4 - Special Meerings, Special mastings of the Members
may be called by a majority of the Board.
Sectien 5 = i z jal. Meetings. Metice of each
special meeting of tha Members, stating in substance the business
propesed £¢ be transacted, shall be mailed or deliverad by the
Secretary or Assistant Secretary to each member at least seven {7}
days prior te the meeting.
Go jes. Members may vote by limited prowy.
Section 1= Voting by Mail. Where directors are io be elected
gy Members, and in the case of any othar voting by Members, snch
election or veting may be conducted Oy mail in such manner as the
Board shall determine.
Section 8 = Order of Busingss. The ordex of business at
annual Members’ meetings and, as far as practical, at any other
Memhers* meeting, shali be:
fa} Selling of the rall and certifying of proxies)
te) Broof of notice ef meeting or waiver of notice;
te) Beading and dispose] of any unappreved mingtes:
fd} Financial reports;
ia} Reports of officers;f¥) Reports of canmiitees,
ig) Report of any election results;
th) Unfinished business;
{i} New business; and
(Hs Adjournment.
Baction 8 = Adjourned Meekingar. If any meeting of Members
cannot bé organized hecatse 4 quorum is net present, the Members
wha ay@ present, either in persén or by proxy, may adjousn the
meeting from Edme te time until 4 quorum is present, provided
satice of the adjourned meeting is given in the manser required for
notice of @ spacial meeting.
Agchion if -~ Chairyman. and Secretary. At ali Members‘
meetings, the gresitent of the Assceciation, or in his absence, the
vice-president, shali preside as chairman of the meeting; ox in the
absence of beth, the Members shali élect a chairman. Similarly, at
all Members' meetings, the secretary of the Agsselation, or in his
absence, the sasistant sécretary, shall serve a3 secretary of the
meeting; ar in the absenca of both, the ctaixman shall appoint @
membér €6 80 Serve BY secretary of the meeting,
eion x . The Members shali not have
any vested right, interest be privilege of, in or te the assets,
functions, affaixs ox Evanchises of the Association, or any right,
interest ox privileges which may be transferable or inheritakle, ex
which shall continue if membership ceases.
Section 12 - Nomination and Blection cf firserorg.
Ss ia} (1) Mot later than February 19 each year, a nominatin
et somma tte hall be selected te seek oye and con: Pekential
& gp candidates Tor-dixectors, including those evgted by petition,
yar and to propose a num Mdidates far @iection ag
¥ dixestors, which number sha Be lege thas the nomber of até
large vacancias to he for. director must be
a menber of. ent of Bast Lake
Baod. dob
ie Bast, Lake 4 Noadtends a8 Ais principal residence at lea six
months per year.
(2) The nominating committee shall consist of she (6)
members. Each type of commurlity from which the Agsociatisn has
Z shall select tuo (2) parsons to seztve on the
comm bees there are i .
february 15° of each
“E11 meet with presidents
he “orasident’ a mesting) of,
os whe are to serve an the
type. The president's
wEecters of East Laka
vote at the
the Board &.
ine.
meeting ‘shall be catied
Woodlands Commonity poeterian,
presidents mast ini
equel to the nypatier of units or lots in the association
he sgexveg president. A pergon stall be chosen for the
nominat committee upon receiving a majority of the votea cast in
pers A quorum at the president's meeting shall be a majority of
ehe votes present in person of the total eligible to be cast.
eonmithes shall
Each meeting of
determined by
ba salied by a ae
the nominating-wninittee thereafter sl
2a fag
to the Board
pursbant to gubpar: “ PT BEL ot
{4} In additien toa the potential asndidstes which it
aeled! 5 consideration, the nominating committee wilt
any. candidal yiinated by petizien. delivered ta ‘Tominating
committee, ofa the octarion’s management oo iY, On ox before
ete” such. a petition must
than the nominee) and must
% gazing pn the candidate’ =
be signed by a least five membe
inglode brief hisgrephical ink
director. Sho: Buch & petition candidate not be galect ‘the
sominating-cGmmittea, the candidate’s same will nevertheless be
on the ballet ag a petition candidate, unless the
Mdidate requests auiseion of his nama.
_ {8} Not later than February 25 each year, the Board shall maii
fact ihat Ss nominating committ; has been
the tame of each member.
x of directors to be. ed and their term.
tay The noni Schedule.
i4) The proceduxe S Son by petition, including
{e) Not later than 7% ‘i ive (28) days before
the anniial meeting of
eontirmation from sach candidate of his/har willingness abd
ity £6 serve if elsered.
{8} Ballots for the alection of directors, together with
voting inghructions and brief biographical data on each candidate,
shall be mailed t6 all members, according te the then curreat
records 3s tG names and addresses, with the Notice of the Annual
Mesting of Members, Ballota may be cast by members either in
person at the annual meeting or by mailing or otherwise delivering
their ballots {pergsnaliy signed by the member) ¢G as to arrive at
a designated delivery point ne later than twee {2} working days
before the Admial Meeting. In the event that the number of
nandidates does not exceed the nomber af vacancies to be filled,
ail such candidates shail automaticaily be slested at the Annual
Meeting of Mambers, and the mailing of ballots to the members shall
be waived.
fe} The newly-elected Directors shall take office at the
annual meeting of the Board, which shall be held within seven {7}
deys following the Annual Meeting of the Members,
The effective date of the amendment shall be July 1, 1998,
TeLE Aw 2
Seehion ln Compesition of Board and Tecm of office.
the property, affairs and activities of the Association shall
be managed and controlied by the Beard which sheld senaist of nine
ditactors. Qireetors shall serve for @ two year term and until
atheix suscessere ave duly chosen amd qualified. Four (9} direttors
sh he selected by the wembers in even. years, and five {S)
dixeotars shall be elected by members in ode years. All vacancies
on ‘the Beard shall be filled, until the next annual meeting, by the
xemaining directors, tégardleas of tha length of the ramaining term
GE the vaceted director position. Bach dixvector must be a member:
of the Resociation.
The effective date of the amendment shall be July 1, 1988,
Agchion 2 > Ancusl Mesting. The annudi meeting of rhe Board
shall be held in each year within seven {7} days after che annea)
mééting af the Mambers.
Section do Reqular Meetings: Regular meetings of the Board
may 6e held at such time and place as may Frown time to tine be
determined by réselution of the Board.
oki fiw 5 c 3 . Notices of meetings of the
Board shall be given te gach Oixecter personally of by mail,
telephone or tele copier at least three (3) days prfer to the day
named for such meeting. Meetings of the Board of Directors shali
be open to all Members, and neticeg of meetings shall be posted in
a comspicuous place within the commonity at least forty-eight. (48)
houre in advance, except in an emerdensy. Netice 6f any meating in
which assessments againat Metibers are to be e@atablished. shali be
specifically contain 8 statement that assessments shall be
considered and @ statement of the satura of seeh sasesaments.
= i i i + Special meetings of the Beard
may be called by the President on not less than tweaty-four (24)
naires? netics fa each Gireotdy and special meetings in like manner
shall be called upon the request in writing of a majority of the
divectors.
Section § - Suerua: The presence of five-ninths of the
Members of the Board shall be netessary at all meetings to
vonatitate & quorum for the transsetion of busiséss. fhe action of
@ majority of these present sha be deemed to ha and shi
sonstituce the é¢tion of the Beara unless otherwise required.
Secnicn 7 - Compensation, Oirecters shall nok receive any
compensation for acting as such.
Rgstion 8 - Waiver OF Notice. Any dikector may waive notice
of a mating before or after the weeting and such waiver shell be
deemed equivalent to the giving of notice.
Ssction.2 - Adisurned Meetings, If at any meeting of the
Boaxd there be less than a quorum presant, the majority of those
present may adjourn the meeting from time to time until 4 quorum is
present. At any adjourned meeting, any business that might have
been transseted at the meeting as originally called may he
trangssted without further notice,
Section.1@ = Chaizmmsn and Secretary. At all directors‘
Meetings, the preside ef the Asgeciation shall preside ag
chairman of the meeting: ox in his absence, the vice-president: or
in the absence of both, the directors present shall designate one
of their nomber ta preside. Similariy, at all directors’ megtings,
the secretary of the Agsosiation shall serve as secretary of the
meetings or in his absence, the dixectors present shall designate
ons of theix number to serve,
osSectionilcuurder of Business. The order of buginess at
divectore' meetings; to the extant appropriate to the meeting,
shall Se ag followa:
fa) Calling af reli:
ib} Proof of due notice of mestings
ie} Reading and disposai of any unapproved minoteas
{@) Financial reports;
{ey Reports of officers and committess)
(£) Election of officers:
{gq} Unfinished business;
New business; and
tb
ti} Adgjeprnment:
Seckinnté-Joinder in Meeting by Aprzoval of Minutas. The
joinder of a director in the action of a meeting by signing and
concurring in the minutes of that meeting shali songtitute the
presence of thar director for the purpose of detarmining a quorum.
BSRICLE 4.5 OFEICERS OF PRE BSSOC TATION
Section ln officers. The officers of the Association shall
be @ President, a Vice-President, 8 Secretary, a Treasurer and such
other officers sy the Board may from time to time elect or appoint.
ALL officers elected or appointed by the Bsard shall beld their
respective offices eniy ak and during the pleasure af the Bodrd.
Officers shall be elected by secret ballot each year at the annual
macting of the Board and thereafter as secaseary. Officers must be
directors,
aos 2 saident. fhe Preeident shall be the chief
executive officer of the Association. Ha shall preside at all
meetings of the Members and directors, ghall have active and
general management of the affairs of the Association, and shall eee
that all arders and xvesclutiona of the &eard are carried into
effect. be shall be as officio a member of all standing
committees, and sheli have the general powars and duties of
supervision and management usuaily vested in the effice of
president of a corporation.
Section 3. Vica-Hresidant. The Vice-President shall act ss
President in the absence or incapacity of the President, and shall
Perform such other duties ag may be aasigned by the Board ox the
President.
Saction 4 = Seeretary. The Sacretaty shall keep the minutes
ef the meetings of the Board and the minutes of the meetings of
the Members, shall attend to the giving and serving of all natices
of he Association, shall have charge of sumh books and papers as
the Beard may dirent; and shall perform ali the dpties incidental
ko ehis office.
Scion 5 « Treasurer. The Treasurer shall have the care afd
eustedy of ali of the funda and secprities of the Bsseciation and
shall daposit the same in the name of the Assoviatios in such banks
or depositories as the Board may from tima to time salect.ehh xB &. The other officers of the
Association ¢hali perform sumh deties as tay be assigned by the
Board ox by the President.
ARTICLE 5. - couMirrees
Section 1 ~ Committees of Board, The Board, by resolution
adepted by 8 majority of the directors may designate one er more
committees, @ash of which shall consist of ane ox more directors,
which committees, to the extent. provided in. said resolution, shall
kKave and exercise the autherity of the Bours in the management of
the Agsoclatios; but the designation of sich committees and the
delegation thereto of authority shell. net operate to relieve the
Roard, or any individual direster, of asy responsibility imposed
wpor it or him by law.
Sagkion 2: Obher Combittees. Orhar committees sot having and
exercising the authority of che Board in the management of the
Association may be designated by a resolution adopted by a
>, ‘ the directors presént at a meeting at whith a quorum is
present. Eacege #8. otherwise provided ih such resolution, Members
of each such committee shali be Members of the Aesociation and the
Board shall appoint the Members thereof.
Sahl fing. #ach member of a committee shall
gonbifiue as Such antil the next annual meeting of the Members of
the Association and ontil his successaxr is appeintéed, unless the
committee shall be ssener terminated, er unless such member be
xemaved from such committse by the person or persons authorized to
appeint such memher, ax Unless such member shall cease te qualify
as a2 membex therect.
Section 4.- Chairman. One member of each committee shall be
appointed Chairman by the person or pefsang authorized to appoint
the Mumbers thereof.
Seckien £5 Vecansies. Vacancies in the membershig of any
committee mey be filled by appointments made in the zame manner a3
provided in the case of the origina) appointments.
Seetion § ~ yorum: Unless otherwise provided in the
resolution af the Beard designating a committee, a majariny of me
whole committed shall constitute & quorum and the act of a majori
of the Members present at 2 meeting at which a quoram is npeasent
ghall be the act of the committee.
Seebion 7 ~ Rules. Each committee may adopt rules for its own
government not inconsistent with these By-Laws, the Articles of
Incorporation, ox with any rvles adopted by the Board.
ARTICLE 6... CONTRACTS. CHEEES, DEPOSITS AND FUNDS
chin 2 Gon . The Boatd may authorize any officer of
officers, agant or agents of the Agseeiation, in addition to the
fficers sq authorized by these By-Laws, to enter inte any contract
or execute and deliver any instrument in the same of and on behalf
of She Assaciation, and auch authority may be general or confined
ho apecific instances.
Section 2- Chesks, Drafts, etc, All checks, drafts or ardexs
for the payment of mosey, notes or ether evidence of indebbedness
issued in the name of the Association elall be signed by spent
officer Gx officers, agent ox agents of the Association and is such
manner ۤ shall from bhi to time he determined by resolution of
the Board, In the absence of such determination by the Board, such
&instruments shall be singed by the Treasurer or an Assistant
Treasurer, and caunlergigned by the President or a Vice-President
of the Association.
Section 3.5 Reposits. All funds ef the Association shall be
hed of invested from time to time to the cresir of the
Agsociation if such basks, trast companies of othar depositories or
in such other forme of investments ss tha Board may select.
Section. 4 = Gifts. The Board may accaph on behalf of the
Agsociation any contribution, gift; bequest or devise far the
general purposes or for any special purpose of the Association.
Section 5 - Review. AR review of the secountg of the
Aggociation shall be made annually he s cartified public accountant
and a copy of the review shall he made available toa each member nat
later than April ist of the year following the year for which the
Féview is made. Tf such @ review is not ragiiired by Florida law,
it may be waived by the Board of the Association, who may
Subsrithte an unaudited financiel stateriant.
i “ . Pidelaty bonds shall be required by the
Board from all persons controlling or disbursing Association funds.
The amount of these bonds and the sureties shall be determined by
the directors. The premiuma on the bonds shall be paid by the
Association,
Section 7 - gs icdex. Ail Members, and
their authorized repfesentatives, shall have full access ty all
accounting records and insurance policies of the Association in
accordsnge. with whatevar reagonable procedures for such accass that
the Board may adoph sp 48 to inaere that spch access rights are net
exercised in a digruptive or unreasonable fashior.
ao ~ : BERTOD at at
The accounting period and fisval year af the Association shall
ke the calendar year. The Board, as soon as practicable after the
eng of each calendar year, shall submit to the Members a repert
showing the financisl condition of the Association and an
ancounting of the finahclal transactions ef the Association during
such year,
2: ~ Zi j 8 NOTICE
Section lo Matter of Notice. Whenever, under the provisions
of any statute or the Articles OF fncerporation er any of these By-
Laws, notice le required to be given to any directer, officer or
member, it ghall not be sonatrned te require personal notice, but
such fetices may be given in writing, either pergenally or sy
depositing the sama in a post office or letter box in a postpaid,
sealed wxépper, or by delivering the same to a telegraph company
fox transmigsion by wire, the cost thereof being prepaid, in either
tase addressed te such diretter, officer or member at his address
as the same appears in the records of the Association: and the time
when the same shall be so maiied ox delivered to the telegraph
company hall be deemed to be the time ef the diving of such
ngtice:
Seshhan.8. Raivar. Any member ax dixecter may waive in
writing or by telegraph eny notice required to be given under any
Provision Gf any statute, or of the Articles Of Inserporation, or
of these By-laws, eithes before, at, af after the meatirig or ather
event of which notice is so provided; and ail Members of directors
presest ab any meeting shell be deemed te have waived any and all
7notice thereof,
ARTICLE § = INDEMNT STONE TON
{aj Indemnity - The Association shall indemnify any officer,
director of committee membar who was or is a party ay is threatened
to be made a party td any threatened, pending ar contemplated
action, avit-or proceeding; whether civil, criminal, administrative
ex inveetigative, by reason of the fact that he ig dr was &
director, officer ox committee member ef the Associaties, against
expenses (including attorney‘s fees and. eppellate attorney's, fees);
judgments, fines end amounts: paid in settlement acsaally and
reasonably ineaered by him in connection with sueh action, anit o£
pracaeding, unless {1} a court of competent jurisdiction finally
determines, after all appeals haye been exhausted sr hot pursued by
ghe propoged indemnity, that he did not act in gaod faith er in a
manner he redgenably believed to ke in ar net opposed to the best:
interest of ths Aggosiation, and, with respect to any criminal
setion of proceeding, thet be had regsonable cause to helieve his
conduct Was unlawful, and {2} such court alee determines
specifically that. indemnification ekould be denied. The
texmination of any action, sult of proteeding by judgment, order,
Settlement, conviction of upen a plea of hole sentendere or its
agqnivalent shail net, of itself, create a presumption that the
person did net act in good fsith asd in 2 mannex which he
reasonably beliaved to be LA of Not opposed te the best interest of
the Asseciations and with respect ba any eximinal action or
precesding, had feasonable cause to believe that his conduct was
unlawful. It is the intent of the membership of the Association,
by the adoptien af this provision, to pravide the most
somprehensive. indemmificetion posaibie te their officers, directors
and committes Members permitted by Florida law.
(b) Expenses ~ Ta the extent that ea directox, officer, ar
nonmittee mesber of the Agsociation has been successful on the
merits ox otherwise in defense of any action, suit or proceeding
veferred to in paragraph (4) above, or in defense of any claim,
isgud ox matter therein, ke shall be indemnified against expenses
(including attornay's fees and appdéilate attorney's fees) actually
aid reasonably incurred by him in connection therewith,
{ce} Advances - Expansea incurred in defending a civil or
ofximing] action, suit. or proceeding shall be paid by the
Association in advance of thé final disposition of such action,
suitor proceeding upan receipt of an undertaking by or on behalf
of the effected direster, officer, or committes member te repay
guch amount if it shali ultimately be determined that he is not
estitled te be indemiified by the Association as authorized by this
Acticie 9,
id} Migcellaneoug - The indemnification provided by this
Article § shali not be deemed exclusive of any other rights to
which those seeking indemnification mey be entitled under any By~
Law, agreement, vote of Members or otherwise, and shali continue as
£o a petson who has ceased to be 3 director, officer, of committees
member and ghali inuse te the benefit of the heirs and personal
xepresentatives ef sich person,
(a) fnsarance « The Aggyociatinn ehsall havea the power to
purchase and maintain insurance on behalf of any person who is or
was a director, officer, committee member, employee or agent of the
Asaogiation, as 4 director, officer, employee or agent of another
corporation, paxrtrership, joint venture, trust or other enterprisa,
against any liability asserted againsc him and incurred by Kim in
any such capacity, or arising aut Gf his starua as such, whether or
enot the Association would have the power to-indemnify him against
such jiebility under the provisions of thig Article.
(8) Amendment - Anything to the contrary herdin
notwithetanding, the provisions of thia aAxticle 9 may nek be
amended without thé approval in writing of all persons whose
interest wold be adversely affeoted by such amendment.
fa) (Phe Beard shall have the right and power ta subject, atid
shall subject 2ach member ita propartionate share of the costs of
the Association in the manner set ferth in the Articles Of
Incorporation of the Association.
fo) The aaddeal assessment per unit/let for the operating
budget of the Association shall not be inoreased from one year ta
che mest in excess of ten parcent {10%}, sx the latest annual
dnex@ase in the federal cunsumex price index, whichever is larger,
except upon submission of the propised inérease to the menYership
for approval. and approvel by the majority of rhe voting. interests
which cast votes, provided however that this limitation skali net
apply for any year when more than one hundred (100) units have
withdrawn from the Association during the one year period preceding
the budger approval for that year.
ARTICLE LL - ATTORNEY Frees
In any action to saferse the provisions of tha Articles of
Incerperation, By-Lews, Rules and Regulations oF any ceavenant
vunsing with the land, the prevailing paxty in any such action
shall be entitled to recover its attorney fees and costs including
fees ard costs on appeal,
BRLICLE 12 - PINES
{a) The Glrectors may, pursuant te F.S, 617.2102, as guch may
be amended from tima to time, impose fines against a Member not to
exeead the maximum permissible by law, for failure te comply with
the provisions of the Association documents, in¢luding the Rules
ang Regulations, by owners, occupants, licensees, tenants and
davitees. A fine may be imposed for each day of cantinuing
violation with 8 single natice and opportunity for hearing,
provided that no fine shall in the aggregate exceed $1,200.00, or
such maximum amount as is permissible by law. whichever ig greater,
(6) The party against whem the fina is sought to he levied
shall he atforded an opportunity for hearing after reasonable
notice ci not less than fourteen {14} dava and said notice shall
include:
1. A statement of the date, time and place of the hearing;
2, 4B statement of the provisions of the Declaration, Articles
ef Incorporation, By-Laws, or Rules and Regulations which
have allegediy been violared:
3, A shoxt gnd plain statement of
by the Asgosiation for che allegs:
the factual basis aseerted
violarion.te} The party againgat whom the fire may be lavied shall have
an oppertunity to respond, to present avidensa at the hearing, to
be represented by counsel of hia choice fout ar his sole coat) at
the hearing, ard to provide written and arel argument on all issuds
involved and shell have an opportunity at the hearing to review,
challenge, and respond to amy matetial considered by the
Besociation. The hesring shall be held before a Commitzea of other
Members. If the Committee goes tint agree with the fine, the fine
may not. be jevied, Should the Asseciatinn be required to initiate
jegal proceedings to collect a duly levied fine, the prevailing
party in. an ation ta collect said fine shall be entitled to an
awerd of casts, and a reasonabia attoriey's fee incurred before
prial, at trial, and aq appeal.
The Yoard shall provide a corporate eéal which shall be in the
form ef a aizcla and shall have inseribed thereon the name of the
Association and the words “Corporation Net For Profic - deal - 1983
~ Florida’,
ARTICLE 14: AMENDMENTS To RY-Laus
These By-Laws may be altered, amended ox repealed and new By-
Laws may be adopted by the Board apon approval by two-thirds of the
Qirestors, except for amendments ar alterationg dealing with any of
the Eallowing subjects; which shall require approval of the Members
by &@ majority of the witing interests which are veted on the issua:
~ veting procedures fof Memhars
~ qubxem requirements for Membere' meetings
~ munber of Directors
~ terme of Directors
~ g£aguirements of Cisancial reports to Members
~ indemnification of Directors and officers
In addition te the foregoing, any amendment ta these By-Laws
shali require the consent of the Developers until xven time as the
Davelopers have sald all of their xemaining saleable property
within the Community {including all club and recraatianal
faci ies), or until Becembers 21, 2060, whichever first occurs.
The foregoing were adopted as. the Amended and Restated By-Laws
of CAST LAKE WOODLANDS COMMUNITY ASSOCYATION, INC.; a Florida not-
foxeprofit corporation by the membership of the Bast Lake woodlands
Community Association, Inc. by a mail ballot vote held on April 23,
Lage,
The foregoing were adopted eg the Amarded and Sextated By-Laws
of EAST LARE WOODLANQS COMMUNITY ASSOCIATION, INe., A Florida
donprofit corporation at a meshing of the @oerd of Directors of the
East leke Woodlands Community AgSoelation, Inc. and the resulta af
the mambership vote was certified by the Sseretary an , 1998.
16.
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Filing # 53347716 E-Filed 03/06/2017 04:34:23 PM AMENDMENT TO SIXTH AMENDED AND RESTATED BY-LAWS OF. EAST LAKE WOODLANDS COMMUNITY ASSOCIATION, ING. ARTICLE 2 ~ MEMBERS Section 1 Annual Meeting. The annual meating of the Members shall be held during the month of Maich in each year at such tirné and data as may be detérmined by the Board. Al! meetings of the Members shall be held at the office of the Association in the County of Pineliss, Florida, or at such other place. as may from time to time be determined hy the Board and specified In the notice of such meeting. Section 12 — Nomination and Election of Directers. fa} (2) Not later than January 15" each year, a nominating committee shail be selected to seek out and consider potential candidates for diretters, including those nominated by petition, and to propose a number of qualified candidates for election as directors, which number shail not be less than the number Gf at-large, vacancies to be filled, Any candidate for director must be a member of the Assticiation and a permanent resident of ast Lake Woodlands. A permanent resident is a person who uses a unit or lot in East Lake Woodlands as his principal residence at least six months per year, (2} No later than January 15" of each year the Board of Directors shail appoint a nominating coramittes consisting of six {8} members. There generally are three types of communities in Fast Lake Woodlands, namely single family, condominiums and cluster homes. 4 list of the names of each community and its type is attached hereto ag Exhibit A. The Board of Directors shall make every effort to appoint a nominating committes which includes cepresentation af each of the three typas af communities, {8} The first meeting of the nominating committee shall be called by a majority vote of the Board, Each meeting of the nominating committee thereafter shall be set and determined by the naminating committee. BY majority vote the nominating committee shall choose candidates for election te the Board pursuant ta subparagraph (c} below. (4) In addition to the potential candidates which it selects far consideration, the nominating committes will consider any candidate nominated by petition delivered ta tha nominating committee, c/o the Association's management company, on or before February 15" of the election year, To be valid, such a petition must be signed by at least fivé members (other than the nominee} and must include brief biographical information baring on the candidate's applicable qualifications and experience, and a signed statement by the candidate that he/she is willing and able to serve as a director. Should such petition candidate not be aélected by the nominating committee, the candidate's name will nevertheless be included on the ballot as a petition candidate, unless the candidate requests omission of his name. {b} Not later than January 25 each yaar, the Beard shall mail a letter to all members with the following information, (1) The fact that the norninating committee has been appointed and the name af each member, {2) The number of directors to be elected and thelr term. (3) The nomination protedure end schedule. {4) The procedure for nomination by petition, including the deadline for such nominations. {c] Natjater than thirty (30) days before the annual meeting of members each year, the nominating cormittee shall submit to the Board its proposed candidates plus any additional candidates nominated by petition, together with brief biographical deta as ta each candidate and written confirmation from each candidate of his/her willingness and ability to serve if elected. Approved by the Board of Directors on December 13, 2012, EXHIBIT ***ELECTRONICALLY FILED 03/06/2017 04:34:22 PM: KEN BURKE, CLERK OF THE CIRCUIT COURT, PINELLAS COUNTY***AMENDMENT TO SIXTH AMENDED AND RESTATED BY-LAWS OF EAST LAKE WOODLANDS COMMUNITY ASSOCIATION, INC, Section 12 —- Nomination and Election of Directors. (4) (2) No later than February 15" of each year the Board of Directors shall appoint a norninating committee consisting of six (6) members. There generally are three types of communities in East Lake Woodlands, namely single family, condominiums and cluster homes. A list of the names of each community and its type Is attached herete as Exhibit A. The Board of Directors shall make every effort to appoint a nominating cornmittee which includes representation of each of the three types of communities. (3) The first meeting of the nominating committee shall be called by a majority vote of the Board. Each meeting of the nominating committee thereafter shall be set and determined by the nominating committee. By majority vote the nominating committee shall choose candidates for election to the Board pursuant to subparagraph (c) below, NOTE: Adopted by a vote of the membership held April 26, 2007.SIXTH AMENDED AND RESTATED BY-LAWS EAST LAKE @OOOLARDS rane ASSOCIATION, INC. Revised 7/1/88 ABRISUE Dn PRINCTEAL OFFICE The principal office of AST LAKE WOODLANDS COMMUNITY ASSOCIATION, INC. {the "Asseciation"), shall be located in Pinellas County, Florida, Tha Association may nave such additional offices 4% the Beard Of Directors (the "Hoard") may from time fo time determine. The Asgeciation shall have and continugdsly maintain at the above office an egent whose office shall ba identical with such registered office. ARTICLE 2 = MEMBERS Ve Bact = 2 =a The annual meeting te Mepbers gr shail : each Stich cima A AP and date as “ ‘Lo maetings of the a? Mambers shall be he @ Association in the Qoorty Of Pinel tims tot} © eeSich meeting. such other “ptwse—aa_tay f¥om specified in the nd 4 Rena ROEM. At any meeting of the. membership, the peesance of lO of the vating interests, in persen er by proxy, shall gonstitute s quorum. In. atidinion, a mail vote by the Members shall be walid only if at. least 19% of the voting interests have heen voted. Sankion 3 - Notins of Mesrings. Notice of the annual meeting of the Nemberg shali be mailed ar delivered by the Secretary or Assistant Secretary to esch Members at least Eifteen (18) days pricc to the meeting. Section 4 - Special Meerings, Special mastings of the Members may be called by a majority of the Board. Sectien 5 = i z jal. Meetings. Metice of each special meeting of tha Members, stating in substance the business propesed £¢ be transacted, shall be mailed or deliverad by the Secretary or Assistant Secretary to each member at least seven {7} days prior te the meeting. Go jes. Members may vote by limited prowy. Section 1= Voting by Mail. Where directors are io be elected gy Members, and in the case of any othar voting by Members, snch election or veting may be conducted Oy mail in such manner as the Board shall determine. Section 8 = Order of Busingss. The ordex of business at annual Members’ meetings and, as far as practical, at any other Memhers* meeting, shali be: fa} Selling of the rall and certifying of proxies) te) Broof of notice ef meeting or waiver of notice; te) Beading and dispose] of any unappreved mingtes: fd} Financial reports; ia} Reports of officers;f¥) Reports of canmiitees, ig) Report of any election results; th) Unfinished business; {i} New business; and (Hs Adjournment. Baction 8 = Adjourned Meekingar. If any meeting of Members cannot bé organized hecatse 4 quorum is net present, the Members wha ay@ present, either in persén or by proxy, may adjousn the meeting from Edme te time until 4 quorum is present, provided satice of the adjourned meeting is given in the manser required for notice of @ spacial meeting. Agchion if -~ Chairyman. and Secretary. At ali Members‘ meetings, the gresitent of the Assceciation, or in his absence, the vice-president, shali preside as chairman of the meeting; ox in the absence of beth, the Members shali élect a chairman. Similarly, at all Members' meetings, the secretary of the Agsselation, or in his absence, the sasistant sécretary, shall serve a3 secretary of the meeting; ar in the absenca of both, the ctaixman shall appoint @ membér €6 80 Serve BY secretary of the meeting, eion x . The Members shali not have any vested right, interest be privilege of, in or te the assets, functions, affaixs ox Evanchises of the Association, or any right, interest ox privileges which may be transferable or inheritakle, ex which shall continue if membership ceases. Section 12 - Nomination and Blection cf firserorg. Ss ia} (1) Mot later than February 19 each year, a nominatin et somma tte hall be selected te seek oye and con: Pekential & gp candidates Tor-dixectors, including those evgted by petition, yar and to propose a num Mdidates far @iection ag ¥ dixestors, which number sha Be lege thas the nomber of até large vacancias to he for. director must be a menber of. ent of Bast Lake Baod. dob ie Bast, Lake 4 Noadtends a8 Ais principal residence at lea six months per year. (2) The nominating committee shall consist of she (6) members. Each type of commurlity from which the Agsociatisn has Z shall select tuo (2) parsons to seztve on the comm bees there are i . february 15° of each “E11 meet with presidents he “orasident’ a mesting) of, os whe are to serve an the type. The president's wEecters of East Laka vote at the the Board &. ine. meeting ‘shall be catied Woodlands Commonity poeterian, presidents mast ini equel to the nypatier of units or lots in the association he sgexveg president. A pergon stall be chosen for the nominat committee upon receiving a majority of the votea cast in pers A quorum at the president's meeting shall be a majority of ehe votes present in person of the total eligible to be cast. eonmithes shall Each meeting of determined by ba salied by a ae the nominating-wninittee thereafter sl 2a fag to the Board pursbant to gubpar: “ PT BEL ot {4} In additien toa the potential asndidstes which it aeled! 5 consideration, the nominating committee wilt any. candidal yiinated by petizien. delivered ta ‘Tominating committee, ofa the octarion’s management oo iY, On ox before ete” such. a petition must than the nominee) and must % gazing pn the candidate’ = be signed by a least five membe inglode brief hisgrephical ink director. Sho: Buch & petition candidate not be galect ‘the sominating-cGmmittea, the candidate’s same will nevertheless be on the ballet ag a petition candidate, unless the Mdidate requests auiseion of his nama. _ {8} Not later than February 25 each year, the Board shall maii fact ihat Ss nominating committ; has been the tame of each member. x of directors to be. ed and their term. tay The noni Schedule. i4) The proceduxe S Son by petition, including {e) Not later than 7% ‘i ive (28) days before the anniial meeting of eontirmation from sach candidate of his/har willingness abd ity £6 serve if elsered. {8} Ballots for the alection of directors, together with voting inghructions and brief biographical data on each candidate, shall be mailed t6 all members, according te the then curreat records 3s tG names and addresses, with the Notice of the Annual Mesting of Members, Ballota may be cast by members either in person at the annual meeting or by mailing or otherwise delivering their ballots {pergsnaliy signed by the member) ¢G as to arrive at a designated delivery point ne later than twee {2} working days before the Admial Meeting. In the event that the number of nandidates does not exceed the nomber af vacancies to be filled, ail such candidates shail automaticaily be slested at the Annual Meeting of Mambers, and the mailing of ballots to the members shall be waived. fe} The newly-elected Directors shall take office at the annual meeting of the Board, which shall be held within seven {7} deys following the Annual Meeting of the Members, The effective date of the amendment shall be July 1, 1998, TeLE Aw 2 Seehion ln Compesition of Board and Tecm of office. the property, affairs and activities of the Association shall be managed and controlied by the Beard which sheld senaist of nine ditactors. Qireetors shall serve for @ two year term and until atheix suscessere ave duly chosen amd qualified. Four (9} direttors sh he selected by the wembers in even. years, and five {S) dixeotars shall be elected by members in ode years. All vacancies on ‘the Beard shall be filled, until the next annual meeting, by the xemaining directors, tégardleas of tha length of the ramaining term GE the vaceted director position. Bach dixvector must be a member: of the Resociation. The effective date of the amendment shall be July 1, 1988, Agchion 2 > Ancusl Mesting. The annudi meeting of rhe Board shall be held in each year within seven {7} days after che annea) mééting af the Mambers. Section do Reqular Meetings: Regular meetings of the Board may 6e held at such time and place as may Frown time to tine be determined by réselution of the Board. oki fiw 5 c 3 . Notices of meetings of the Board shall be given te gach Oixecter personally of by mail, telephone or tele copier at least three (3) days prfer to the day named for such meeting. Meetings of the Board of Directors shali be open to all Members, and neticeg of meetings shall be posted in a comspicuous place within the commonity at least forty-eight. (48) houre in advance, except in an emerdensy. Netice 6f any meating in which assessments againat Metibers are to be e@atablished. shali be specifically contain 8 statement that assessments shall be considered and @ statement of the satura of seeh sasesaments. = i i i + Special meetings of the Beard may be called by the President on not less than tweaty-four (24) naires? netics fa each Gireotdy and special meetings in like manner shall be called upon the request in writing of a majority of the divectors. Section § - Suerua: The presence of five-ninths of the Members of the Board shall be netessary at all meetings to vonatitate & quorum for the transsetion of busiséss. fhe action of @ majority of these present sha be deemed to ha and shi sonstituce the é¢tion of the Beara unless otherwise required. Secnicn 7 - Compensation, Oirecters shall nok receive any compensation for acting as such. Rgstion 8 - Waiver OF Notice. Any dikector may waive notice of a mating before or after the weeting and such waiver shell be deemed equivalent to the giving of notice. Ssction.2 - Adisurned Meetings, If at any meeting of the Boaxd there be less than a quorum presant, the majority of those present may adjourn the meeting from time to time until 4 quorum is present. At any adjourned meeting, any business that might have been transseted at the meeting as originally called may he trangssted without further notice, Section.1@ = Chaizmmsn and Secretary. At all directors‘ Meetings, the preside ef the Asgeciation shall preside ag chairman of the meeting: ox in his absence, the vice-president: or in the absence of both, the directors present shall designate one of their nomber ta preside. Similariy, at all directors’ megtings, the secretary of the Agsosiation shall serve as secretary of the meetings or in his absence, the dixectors present shall designate ons of theix number to serve, osSectionilcuurder of Business. The order of buginess at divectore' meetings; to the extant appropriate to the meeting, shall Se ag followa: fa) Calling af reli: ib} Proof of due notice of mestings ie} Reading and disposai of any unapproved minoteas {@) Financial reports; {ey Reports of officers and committess) (£) Election of officers: {gq} Unfinished business; New business; and tb ti} Adgjeprnment: Seckinnté-Joinder in Meeting by Aprzoval of Minutas. The joinder of a director in the action of a meeting by signing and concurring in the minutes of that meeting shali songtitute the presence of thar director for the purpose of detarmining a quorum. BSRICLE 4.5 OFEICERS OF PRE BSSOC TATION Section ln officers. The officers of the Association shall be @ President, a Vice-President, 8 Secretary, a Treasurer and such other officers sy the Board may from time to time elect or appoint. ALL officers elected or appointed by the Bsard shall beld their respective offices eniy ak and during the pleasure af the Bodrd. Officers shall be elected by secret ballot each year at the annual macting of the Board and thereafter as secaseary. Officers must be directors, aos 2 saident. fhe Preeident shall be the chief executive officer of the Association. Ha shall preside at all meetings of the Members and directors, ghall have active and general management of the affairs of the Association, and shall eee that all arders and xvesclutiona of the &eard are carried into effect. be shall be as officio a member of all standing committees, and sheli have the general powars and duties of supervision and management usuaily vested in the effice of president of a corporation. Section 3. Vica-Hresidant. The Vice-President shall act ss President in the absence or incapacity of the President, and shall Perform such other duties ag may be aasigned by the Board ox the President. Saction 4 = Seeretary. The Sacretaty shall keep the minutes ef the meetings of the Board and the minutes of the meetings of the Members, shall attend to the giving and serving of all natices of he Association, shall have charge of sumh books and papers as the Beard may dirent; and shall perform ali the dpties incidental ko ehis office. Scion 5 « Treasurer. The Treasurer shall have the care afd eustedy of ali of the funda and secprities of the Bsseciation and shall daposit the same in the name of the Assoviatios in such banks or depositories as the Board may from tima to time salect.ehh xB &. The other officers of the Association ¢hali perform sumh deties as tay be assigned by the Board ox by the President. ARTICLE 5. - couMirrees Section 1 ~ Committees of Board, The Board, by resolution adepted by 8 majority of the directors may designate one er more committees, @ash of which shall consist of ane ox more directors, which committees, to the extent. provided in. said resolution, shall kKave and exercise the autherity of the Bours in the management of the Agsoclatios; but the designation of sich committees and the delegation thereto of authority shell. net operate to relieve the Roard, or any individual direster, of asy responsibility imposed wpor it or him by law. Sagkion 2: Obher Combittees. Orhar committees sot having and exercising the authority of che Board in the management of the Association may be designated by a resolution adopted by a >, ‘ the directors presént at a meeting at whith a quorum is present. Eacege #8. otherwise provided ih such resolution, Members of each such committee shali be Members of the Aesociation and the Board shall appoint the Members thereof. Sahl fing. #ach member of a committee shall gonbifiue as Such antil the next annual meeting of the Members of the Association and ontil his successaxr is appeintéed, unless the committee shall be ssener terminated, er unless such member be xemaved from such committse by the person or persons authorized to appeint such memher, ax Unless such member shall cease te qualify as a2 membex therect. Section 4.- Chairman. One member of each committee shall be appointed Chairman by the person or pefsang authorized to appoint the Mumbers thereof. Seckien £5 Vecansies. Vacancies in the membershig of any committee mey be filled by appointments made in the zame manner a3 provided in the case of the origina) appointments. Seetion § ~ yorum: Unless otherwise provided in the resolution af the Beard designating a committee, a majariny of me whole committed shall constitute & quorum and the act of a majori of the Members present at 2 meeting at which a quoram is npeasent ghall be the act of the committee. Seebion 7 ~ Rules. Each committee may adopt rules for its own government not inconsistent with these By-Laws, the Articles of Incorporation, ox with any rvles adopted by the Board. ARTICLE 6... CONTRACTS. CHEEES, DEPOSITS AND FUNDS chin 2 Gon . The Boatd may authorize any officer of officers, agant or agents of the Agseeiation, in addition to the fficers sq authorized by these By-Laws, to enter inte any contract or execute and deliver any instrument in the same of and on behalf of She Assaciation, and auch authority may be general or confined ho apecific instances. Section 2- Chesks, Drafts, etc, All checks, drafts or ardexs for the payment of mosey, notes or ether evidence of indebbedness issued in the name of the Association elall be signed by spent officer Gx officers, agent ox agents of the Association and is such manner €§ shall from bhi to time he determined by resolution of the Board, In the absence of such determination by the Board, such &instruments shall be singed by the Treasurer or an Assistant Treasurer, and caunlergigned by the President or a Vice-President of the Association. Section 3.5 Reposits. All funds ef the Association shall be hed of invested from time to time to the cresir of the Agsociation if such basks, trast companies of othar depositories or in such other forme of investments ss tha Board may select. Section. 4 = Gifts. The Board may accaph on behalf of the Agsociation any contribution, gift; bequest or devise far the general purposes or for any special purpose of the Association. Section 5 - Review. AR review of the secountg of the Aggociation shall be made annually he s cartified public accountant and a copy of the review shall he made available toa each member nat later than April ist of the year following the year for which the Féview is made. Tf such @ review is not ragiiired by Florida law, it may be waived by the Board of the Association, who may Subsrithte an unaudited financiel stateriant. i “ . Pidelaty bonds shall be required by the Board from all persons controlling or disbursing Association funds. The amount of these bonds and the sureties shall be determined by the directors. The premiuma on the bonds shall be paid by the Association, Section 7 - gs icdex. Ail Members, and their authorized repfesentatives, shall have full access ty all accounting records and insurance policies of the Association in accordsnge. with whatevar reagonable procedures for such accass that the Board may adoph sp 48 to inaere that spch access rights are net exercised in a digruptive or unreasonable fashior. ao ~ : BERTOD at at The accounting period and fisval year af the Association shall ke the calendar year. The Board, as soon as practicable after the eng of each calendar year, shall submit to the Members a repert showing the financisl condition of the Association and an ancounting of the finahclal transactions ef the Association during such year, 2: ~ Zi j 8 NOTICE Section lo Matter of Notice. Whenever, under the provisions of any statute or the Articles OF fncerporation er any of these By- Laws, notice le required to be given to any directer, officer or member, it ghall not be sonatrned te require personal notice, but such fetices may be given in writing, either pergenally or sy depositing the sama in a post office or letter box in a postpaid, sealed wxépper, or by delivering the same to a telegraph company fox transmigsion by wire, the cost thereof being prepaid, in either tase addressed te such diretter, officer or member at his address as the same appears in the records of the Association: and the time when the same shall be so maiied ox delivered to the telegraph company hall be deemed to be the time ef the diving of such ngtice: Seshhan.8. Raivar. Any member ax dixecter may waive in writing or by telegraph eny notice required to be given under any Provision Gf any statute, or of the Articles Of Inserporation, or of these By-laws, eithes before, at, af after the meatirig or ather event of which notice is so provided; and ail Members of directors presest ab any meeting shell be deemed te have waived any and all 7notice thereof, ARTICLE § = INDEMNT STONE TON {aj Indemnity - The Association shall indemnify any officer, director of committee membar who was or is a party ay is threatened to be made a party td any threatened, pending ar contemplated action, avit-or proceeding; whether civil, criminal, administrative ex inveetigative, by reason of the fact that he ig dr was & director, officer ox committee member ef the Associaties, against expenses (including attorney‘s fees and. eppellate attorney's, fees); judgments, fines end amounts: paid in settlement acsaally and reasonably ineaered by him in connection with sueh action, anit o£ pracaeding, unless {1} a court of competent jurisdiction finally determines, after all appeals haye been exhausted sr hot pursued by ghe propoged indemnity, that he did not act in gaod faith er in a manner he redgenably believed to ke in ar net opposed to the best: interest of ths Aggosiation, and, with respect to any criminal setion of proceeding, thet be had regsonable cause to helieve his conduct Was unlawful, and {2} such court alee determines specifically that. indemnification ekould be denied. The texmination of any action, sult of proteeding by judgment, order, Settlement, conviction of upen a plea of hole sentendere or its agqnivalent shail net, of itself, create a presumption that the person did net act in good fsith asd in 2 mannex which he reasonably beliaved to be LA of Not opposed te the best interest of the Asseciations and with respect ba any eximinal action or precesding, had feasonable cause to believe that his conduct was unlawful. It is the intent of the membership of the Association, by the adoptien af this provision, to pravide the most somprehensive. indemmificetion posaibie te their officers, directors and committes Members permitted by Florida law. (b) Expenses ~ Ta the extent that ea directox, officer, ar nonmittee mesber of the Agsociation has been successful on the merits ox otherwise in defense of any action, suit or proceeding veferred to in paragraph (4) above, or in defense of any claim, isgud ox matter therein, ke shall be indemnified against expenses (including attornay's fees and appdéilate attorney's fees) actually aid reasonably incurred by him in connection therewith, {ce} Advances - Expansea incurred in defending a civil or ofximing] action, suit. or proceeding shall be paid by the Association in advance of thé final disposition of such action, suitor proceeding upan receipt of an undertaking by or on behalf of the effected direster, officer, or committes member te repay guch amount if it shali ultimately be determined that he is not estitled te be indemiified by the Association as authorized by this Acticie 9, id} Migcellaneoug - The indemnification provided by this Article § shali not be deemed exclusive of any other rights to which those seeking indemnification mey be entitled under any By~ Law, agreement, vote of Members or otherwise, and shali continue as £o a petson who has ceased to be 3 director, officer, of committees member and ghali inuse te the benefit of the heirs and personal xepresentatives ef sich person, (a) fnsarance « The Aggyociatinn ehsall havea the power to purchase and maintain insurance on behalf of any person who is or was a director, officer, committee member, employee or agent of the Asaogiation, as 4 director, officer, employee or agent of another corporation, paxrtrership, joint venture, trust or other enterprisa, against any liability asserted againsc him and incurred by Kim in any such capacity, or arising aut Gf his starua as such, whether or enot the Association would have the power to-indemnify him against such jiebility under the provisions of thig Article. (8) Amendment - Anything to the contrary herdin notwithetanding, the provisions of thia aAxticle 9 may nek be amended without thé approval in writing of all persons whose interest wold be adversely affeoted by such amendment. fa) (Phe Beard shall have the right and power ta subject, atid shall subject 2ach member ita propartionate share of the costs of the Association in the manner set ferth in the Articles Of Incorporation of the Association. fo) The aaddeal assessment per unit/let for the operating budget of the Association shall not be inoreased from one year ta che mest in excess of ten parcent {10%}, sx the latest annual dnex@ase in the federal cunsumex price index, whichever is larger, except upon submission of the propised inérease to the menYership for approval. and approvel by the majority of rhe voting. interests which cast votes, provided however that this limitation skali net apply for any year when more than one hundred (100) units have withdrawn from the Association during the one year period preceding the budger approval for that year. ARTICLE LL - ATTORNEY Frees In any action to saferse the provisions of tha Articles of Incerperation, By-Lews, Rules and Regulations oF any ceavenant vunsing with the land, the prevailing paxty in any such action shall be entitled to recover its attorney fees and costs including fees ard costs on appeal, BRLICLE 12 - PINES {a) The Glrectors may, pursuant te F.S, 617.2102, as guch may be amended from tima to time, impose fines against a Member not to exeead the maximum permissible by law, for failure te comply with the provisions of the Association documents, in¢luding the Rules ang Regulations, by owners, occupants, licensees, tenants and davitees. A fine may be imposed for each day of cantinuing violation with 8 single natice and opportunity for hearing, provided that no fine shall in the aggregate exceed $1,200.00, or such maximum amount as is permissible by law. whichever ig greater, (6) The party against whem the fina is sought to he levied shall he atforded an opportunity for hearing after reasonable notice ci not less than fourteen {14} dava and said notice shall include: 1. A statement of the date, time and place of the hearing; 2, 4B statement of the provisions of the Declaration, Articles ef Incorporation, By-Laws, or Rules and Regulations which have allegediy been violared: 3, A shoxt gnd plain statement of by the Asgosiation for che allegs: the factual basis aseerted violarion.te} The party againgat whom the fire may be lavied shall have an oppertunity to respond, to present avidensa at the hearing, to be represented by counsel of hia choice fout ar his sole coat) at the hearing, ard to provide written and arel argument on all issuds involved and shell have an opportunity at the hearing to review, challenge, and respond to amy matetial considered by the Besociation. The hesring shall be held before a Commitzea of other Members. If the Committee goes tint agree with the fine, the fine may not. be jevied, Should the Asseciatinn be required to initiate jegal proceedings to collect a duly levied fine, the prevailing party in. an ation ta collect said fine shall be entitled to an awerd of casts, and a reasonabia attoriey's fee incurred before prial, at trial, and aq appeal. The Yoard shall provide a corporate eéal which shall be in the form ef a aizcla and shall have inseribed thereon the name of the Association and the words “Corporation Net For Profic - deal - 1983 ~ Florida’, ARTICLE 14: AMENDMENTS To RY-Laus These By-Laws may be altered, amended ox repealed and new By- Laws may be adopted by the Board apon approval by two-thirds of the Qirestors, except for amendments ar alterationg dealing with any of the Eallowing subjects; which shall require approval of the Members by &@ majority of the witing interests which are veted on the issua: ~ veting procedures fof Memhars ~ qubxem requirements for Membere' meetings ~ munber of Directors ~ terme of Directors ~ g£aguirements of Cisancial reports to Members ~ indemnification of Directors and officers In addition te the foregoing, any amendment ta these By-Laws shali require the consent of the Developers until xven time as the Davelopers have sald all of their xemaining saleable property within the Community {including all club and recraatianal faci ies), or until Becembers 21, 2060, whichever first occurs. The foregoing were adopted as. the Amended and Restated By-Laws of CAST LAKE WOODLANDS COMMUNITY ASSOCYATION, INC.; a Florida not- foxeprofit corporation by the membership of the Bast Lake woodlands Community Association, Inc. by a mail ballot vote held on April 23, Lage, The foregoing were adopted eg the Amarded and Sextated By-Laws of EAST LARE WOODLANQS COMMUNITY ASSOCIATION, INe., A Florida donprofit corporation at a meshing of the @oerd of Directors of the East leke Woodlands Community AgSoelation, Inc. and the resulta af the mambership vote was certified by the Sseretary an , 1998. 16.