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ARTICLE I NAME AND LOCATION. The name of the corporation is MEADOWCREST COMMUNITY ASSOCIATION, INC. hereinafter referred to as "MCA." The principal office of the corporation shall be located at 6222 W. Corporate Oaks Drive, Crystal River, Florida, 34429, County of Citrus, as may be designated by the Board of Directors. ARTICLE II DEFINITIONS ARTICLE III MEETING OF MEMBER ASSOCIATIONS Section 1. Annual Meeting. The annual meeting of the Member Associations will be held in the month of January of each year. Section 2. Special Meeting. Special meetings of the Member Associations may be called at any time by the president or by the MCA Board of Directors, hereinafter referred to as "MCA Board," or upon written request of the Member Associations who are entitled to vote one-fourth (1/4) of all the votes. Section 3. Notice of Meetings. Written notice of each meeting of the Member Associations shall be given by, or at the direction of the secretary or person authorized to call the meeting, by mailing a copy of such notice, postage prepaid, at least 15 days but not more than 45 days before such meeting to each member entitled to vote thereat, addressed to the Member Associations' address last appearing on the books of MCA, or supplied by such Member Associations to MCA for the purpose of notice. Such notice shall specify the place, day and hour of the meeting, and, in the case of a special meeting, the purpose of the meeting. Section 4. Quorum. The presence at the meeting of Member Associations entitled to cast, or of proxies entitled to cast, one-third (1/3) of the votes shall constitute quorum for any action except as otherwise provided in the Articles of Incorporation, the Declaration, or these By Laws. If, however, such quorum shall not be present or represented at the meeting, the Member Associations entitled to vote thereat shall have power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum as aforesaid shall be present or be represented. Section 5. Proxies. At all meetings of Member Associations, each Member Association may vote in person or by proxy. All proxies shall be in writing and filed with the secretary. Every proxy shall be revocable. Section 6. Designation. a. Each Member Association shall designate a member representative to cast votes at a Member Association Meeting. Each Member Association shall identify that representative, in writing, by December 15th of the year preceding the annual meeting. b. The designated member representative must have a direct association with the Member Association. c. Any person serving as a Member Representative may not also simultaneously hold a position on the MCA Board of Directors as a Director. This restriction shall not be applicable to Non-Residential Member Associations until such time as control of the Non-Residential Member Association has been transferred from the developer to its Owners. Section 7. Member Association Meetings. Meetings of the Member Associations will be chaired by the current President of the MCA Board. Roberts Rules of Order will govern all meetings. ARTICLE
IV Section 1. Number. The MCA Board shall consist of the nine (9) directors certified in accordance with Article V of these By Laws. Section 2. Term of Office. Directors shall be appointed at the annual meeting of the Member Associations, for staggered terms of two (2) years in accordance with Article V of these By Laws. Their term of office will commence as of the date of appointment. Section 3. Removal. Any director may be removed from the MCA Board, with or without cause, by a majority vote of the Member Associations of MCA. In the event of death, resignation or removal of a director, their successor shall be appointed by the Member Association they represented. However, if the Member Association does not appoint a successor within 45 days, the remaining Directors of the MCA Board shall appoint a successor from the same Member Association. The successor shall then serve for the unexpired term of their predecessor. If a director is removed from the MCA Board, they may not serve on the MCA Board again for a period of two (2) years. Section 4. Compensation. No director shall receive compensation for any service they may render to MCA. However, any director may be reimbursed for his actual expenses incurred in the performance of their duties. Section 5. Action Taken Without a Meeting. The directors shall have the right to take any action in the absence of a meeting which they could take at a meeting by obtaining the written approval of all the directors. Any action so approved shall have the same effect as though taken at a meeting of the directors. ARTICLE V APPOINTMENT OF MCA DIRECTORS Section 1. Residential. The five (5) residential Member Associations shall appoint one (1) director each, subject to certification by a majority of the nine (9) Members Associations and recall by their respective Member Associations' Board of Directors. Section 2. Non-Residential. The four (4) non-residential Member Associations shall appoint one (1) director each, subject to certification by a majority of the nine (9) Members Associations and recall by their respective Member Associations' Board of Directors. Section 3. Two (2) of the five (5) residential board members and two (2) of the four (4) non-residential board members shall be appointed for their two-year terms beginning in odd numbered years. The remaining five board members shall be appointed for their two-year term beginning in even numbered years. Section 4. Certification. Incoming board members shall be certified at the Annual Meeting of MCA Member Associations. ARTICLE VI MEETINGS OF MCA DIRECTORS Section 1. Regular Meetings. Regular meetings of the MCA Board shall be held monthly with notice, at such place and hour as may be fixed from time to time by resolution of the MCA Board. Roberts Rules of Order will govern all Meetings. Section 2. Special Meeting. Special meetings of the MCA Board shall be held when called by the president of MCA, or by any three (3) directors, after not less than three (3) working days notice to each director. Section 3. Quorum. A majority of the number of directors shall constitute a quorum for the transaction of business. Every act or decision done or made by a majority of the directors present at a duly held meeting at which quorum is present shall be regarded as the act of the MCA Board. ARTICLE VII POWERS AND DUTIES OF THE MCA BOARD OF DIRECTORS Section 1. Powers. The MCA Board shall have power to: a. adopt and publish rules and regulations governing the use of the Common Property and Limited Common Property and facilities, and the conduct of the Member Associations or Owners and their guests thereon, and to establish penalties for the infraction thereof; b. suspend the use rights of a Member Association or Owner and the voting rights of any Member Association for any period during which any assessment against its Parcel, Unit or Lot subject to its management and responsibility remains unpaid, and for a period not to exceed 60 days for infraction of published rules and regulations; c. exercise for MCA all powers, duties and authority vested in or delegated to MCA and not reserved to the Member Associations by other provisions of these By Laws, the Articles of Incorporation, or the Declaration; d. declare the office of a member of the MCA Board to be vacant in the event such member shall be absent without notification from three (3) consecutive regular meetings of the MCA Board; and e. employ a manager, an independent contractor, or such other employees as they deem necessary, and to prescribe their duties. Section 2. Duties. It shall be the duty of the MCA Board to: a. cause to be kept a complete record of all its acts and corporate affairs and to present a statement thereof to the Member Associations at the annual meeting of the Member Associations, or at any special meeting when such statement is requested in writing by one-fourth (1/4) vote of the Member Associations; b. supervise all officers, agents and employees of MCA, and to see that their duties are properly performed; c. as more fully provided in the Declaration, to: (1) fix the amount of the annual assessment against each Member Association at least sixty (60) days in advance of each annual assessment period; (2) send written notice of each assessment to every Member Association subject thereto at least thirty (30) days in advance of each annual assessment period; and (3) foreclose the lien against any property for which assessments are not paid within thirty (30) days after the due date if such is determined to be in the best interest of MCA by the MCA Board or to bring an action at law against the Member Association or Owner obligated to pay the same. d. issue, or to cause an appropriate officer to issue, upon demand by any person, a certificate setting forth whether or not any assessment has been paid. A reasonable charge may be made by the MCA Board for the issuance of these certificates. If a certificate states an assessment has been paid, such certificate shall be conclusive evidence of such payment; e. procure and maintain adequate liability and hazard insurance on Property owned by MCA, as well as adequate liability insurance for the MCA directors and officers. f. cause all officers or employees having fiscal responsibilities to be bonded, as it may deem appropriate. g. cause the Common Property and Limited Common Property to be maintained. ARTICLE VIII OFFICERS AND THEIR DUTIES Section 1. Enumeration of Officers. The officers of MCA shall be a president and vice president, who shall at all times be members of the MCA Board, a secretary, and a treasurer, and such other officers as the MCA Board may from time to time by resolution create. Section 2. Election of Officers. The election of officers shall take place at the first meeting of the MCA Board following each annual meeting of the Member Associations. Section 3. Term. The officers of MCA shall be elected annually by the MCA Board and each shall hold office for one (1) year unless they shall sooner resign, or shall be removed, or otherwise disqualified to serve. Section 4. Special Appointments. The MCA Board may elect such other officers as the affairs of MCA may require, each of whom shall hold office for such period, have such authority, and perform such duties as the MCA Board may, from time to time, determine. Section 5. Resignation and Removal. Any officer may be removed from office with or without cause by the majority of the MCA Board. Any officer may resign at any time giving written notice to the MCA Board, the president or the secretary. Such resignation shall take effect on the date of receipt of such notice or at any later time specified therein, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. Section 6. Vacancies. A vacancy in any office may be filled by appointment by the majority of the MCA Board. The officer appointed to such vacancy shall serve for the remainder of the term of the officer they replace. Section 7. Multiple Offices. The offices of secretary and treasurer may be held by the same person. No person shall simultaneously hold more than one of any of the other offices except in the case of special offices created pursuant to Section 4 of this Article. Section 8. Duties. The duties of the officers are as follows: a. President. The president shall preside at all meetings of the MCA Board and Member Association; shall see that orders and resolutions of the MCA Board are carried out; shall sign all leases, mortgages, deeds and other written instruments and may co-sign all checks and promissory notes. b. Vice President. The vice president shall act in the place and stead of the president in the event of their absence, inability or refusal to act, and shall exercise and discharge such other duties as may be required of them by the MCA Board. c. Secretary. The secretary shall record the votes and keep the minutes of all meetings and proceedings of the MCA Board and of the annual and special meetings of the Member Associations; keep the corporate seal of MCA and affix it on all papers requiring said seal; serve notice of meetings of the MCA Board and of the Member Associations; keep appropriate current records showing the Member Associations of MCA together with their addresses, and shall perform such other duties as required by the MCA Board. d. Treasurer. The treasurer shall be responsible for the receipt and deposit in appropriate bank accounts all monies of MCA and shall disburse such funds as directed by the resolution of the MCA Board; may sign all checks and promissory notes of MCA; keep proper books of account; cause a financial review of MCA books to be made by an Audit Committee of MCA at the completion of each fiscal year; and in cooperation with the MCA Finance Committee shall prepare for MCA Board approval an annual budget and a statement of income and expenditures to be presented to the Member Associations at its regular annual meeting, and deliver a copy of each to the Member Associations. All authorized check signors shall be designated by resolution of the MCA Board. All checks must have the signatures of two of the authorized signors. ARTICLE IX COMMITTEES MCA, at a minimum, shall establish and maintain the following committees: Section 1. Landscape Control Committee (LCC). a. LCC shall mean and refer to that standing committee of MCA, created to administer and perform the landscape review and control functions of MCA as well as establishing and enforcing criteria for the construction of landscape improvements within the Property. The LCC shall consist of three (3) or more representatives from both residential and non-residential Member Associations who shall be named by the MCA Board and who shall hold office at the pleasure of the MCA Board. b. The LCC shall, subject to approval by the MCA Board and the Member Associations, establish minimum landscape design criteria for all property in the Gross Area as identified in Article I, Section D of the Declaration. c. The LCC will evaluate all landscape design, construction, modifications/improvements and current conditions within the Gross Area for compliance with approved design criteria. In the event of non-compliance, the LCC shall provide thirty (30) days notice to the non-compliant Member Association. d. In the event that compliance is not achieved within the said thirty (30) days, MCA will undertake all steps necessary to achieve compliance at the expense of the Member Association in violation. That Member Association shall reimburse MCA for all costs incurred as a result of the failure to comply with the minimum design criteria. Section 2. Long Range Planning Committee (LRPC). a. The LRPC shall mean and refer to that standing committee of MCA responsible for the identification of future community goals as well as formulation of the plans for achieving said objectives and will develop a long range financial plan. This committee works closely with the MCA Finance Committee to determine the financial reality and MCA funding capability of the proposed objectives. The LRPC shall consist of five (5) or more representatives from both residential and non-residential Member Associations who shall be named by the MCA Board and who shall hold office at the pleasure of the MCA Board. b.
The
Long
Range
Financial
Plan
shall
include
projections
for
operational
expenses,
and
the
reserves
required
for
new
or
replacement
capital
items
and
deferred
maintenance
expenses. The Documents Committee shall mean and refer to that standing committee of MCA responsible for the maintenance of the Declaration of Covenants, Conditions, Restrictions and Easements, By Laws, Articles of Incorporation and other documents in a condition reflecting the current needs of MCA. The DOC shall make recommendations to the MCA Board and the Member Association representatives for changes to the above documents. The DOC shall consist of three (3) or more representatives from both residential and non-residential Member Associations who shall be named by the MCA Board and who shall hold office at the pleasure of the Board. Section 4. Finance Committee (FC). a. The FC shall mean and refer to that standing committee of MCA responsible for the monitoring of the financial well being of MCA. The FC shall consist of five (5) or more representatives from residential and non-residential Member Associations who shall be named by the MCA Board and who shall hold office at the pleasure of the MCA Board. In the event that less than five (5) representatives are willing to volunteer for service on the FC, the MCA Board shall appoint such number of members to the FC as are willing to serve. b. The FC shall prepare for MCA Board approval, the annual MCA budget and necessary updates that will identify operational expenses and reserve requirements and assessments to be made by Member Associations. The budget shall identify a breakout of expenses and reserves between Common and Limited Common categories. c.
The
FC
shall
insure
that
MCA
accounting
records
are
maintained
as
directed
by
the
MCA
Board
and
meet
all
legal
and
tax
requirement
of
its
corporate
charter. Section 5. Audit Committee (AC) a. The AC shall mean and refer to that standing committee of MCA responsible for periodic, at least annually, audit of MCA financial records, all financial transactions and related activities. The AC shall consist of three (3) or more representatives from residential and non-residential Member Associations who shall be named by the MCA Board and who shall hold office at the pleasure of the MCA Board. Committee members should be proficient in and have experience with accounting and audit matters, and have no other affiliation with MCA financial matters. b. The AC shall periodically review all MCA accounting and other MCA records and files to report to the MCA Board as to whether they meet legal and regulatory requirements. c. The AC shall periodically review MCA insurance coverages to insure such coverages adequately protect all MCA interests. d. The AC shall submit an annual audit report to the MCA reporting the scope of audit activities, the findings resulting from such audits, and recommendations. Section 6. Ad Hoc Committees (AHC). a. With MCA Board approval, an Ad Hoc Committee may be established for special events, and that Committee may establish a limited discretionary fund independent of MCA Board funds. b. The Ad Hoc Committee will maintain accounting and fiscal records for the independent funds and provide such records to the MCA Treasurer on a monthly basis. c. Ad Hoc Committee funds subject to this provision shall at no time exceed $1,000. ARTICLE X BOOKS AND RECORDS The books, records and papers of MCA shall at all times, during reasonable business hours, be subject to inspection by any Member Association or Owner. The Declaration, the Articles of Incorporation and the By Laws of MCA shall be available for inspection by any Member Association or Owner at the principal office of MCA, where copies may be purchased at reasonable cost. ARTICLE XI ASSESSMENTS As more fully provided in the Declaration, each Member Association is obligated to pay to MCA annual and special assessments which are secured by a continuing lien upon the property against which the assessment is made. Any assessments which are not paid when due shall be delinquent. If the assessment is not paid within thirty (30) days after the due date, the assessment shall bear interest from the date of delinquency at the rate of 9% and MCA may bring an action at law against the Member Association or Owner obligated to pay the same or foreclose the lien against the property, and interest, costs, and reasonable attorney's fees of any such action shall be added to the amount of such assessment. No Member Association or Owner may waive or otherwise escape liability for the assessments provided for herein by nonuse of the Common Property or Limited Common Property, or abandonment of his Lot, Unit or Parcel. ARTICLE XII CORPORATE SEAL The Association shall have a seal in circular form having within its circumference the words: "MEADOWCREST COMMUNITY ASSOCIATION, INC." ARTICLE XIII AMENDMENTS Section 1. These By Laws may be amended, at a regular or special meeting of the Member Associations, by not less than two-thirds (2/3) vote of the Member Associations. Section 2. In the case of any conflict between the Articles of Incorporation and these By Laws, the Articles shall control; and in the case of any conflict between the Declaration and these By Laws, the Declaration shall prevail. ARTICLE XIV EFFECTIVE DATE The effective date of the BY LAWS OF MEADOWCREST COMMUNITY ASSOCIATION, INC., described herein, shall be November 1, 2005. Adopted at a regularly scheduled Special Meeting of the Member Associations, Officers and Directors of Meadowcrest Community Association, Inc. held on November 1, 2005. ATTEST MEADOWCREST COMMUNITY ASSOCIATION, INC.
By: Its President Updated 09/30/2008 Content on this page owned by: Any member of MCA BOD |
