By Laws Of Association Of Poinciana Villages, Inc.
By:
INDEX
1. Definitions
2. Membership
3. Number of Directors
4. Voting Rights
5. Powers
6. Tenure
7. Vacancies
8. Meetings
9. Special Meetings
10. Notice of Meetings
11. Quorum
12. Compensation
13. Committees
14. Design Control Board
15. Officers
15.1 President
15.2 Secretary
15.3 Treasurer
15.4 Manager
15.5 Additional Executive Officers
15.6 Compensation
16. Finance
16.1 Checks, Drafts, Etc
16.2 Annual Reports
16.3 Fiscal Year
16.4 Amendments BY-LAWS OF ASSOCIATION OF POINCIANA VILLAGES, INC.
1. Definitions. All initially capitalized terms not defined herein shall have the meanings assigned to such terms in that certain Poinciana Subdivision Declaration recorded or to be recorded in the Public Records of Polk County and Osceola County (the "Declaration").
2. Membership. The membership of the APV shall be comprised of all Owners every Village Association formed in accordance with the provisions of the Declaration.
3. Number of Directors. The number of Directors shall be equal to the number of Village Associations duly formed in accordance with the provisions in the Declaration.
4. Voting Rights. Each Village Association shall be entitled to one (1) vote at each meeting of the APV Board upon matters which may come before the APV Board through its duly elected or appointed Director.
5. Powers. The business and affairs of the APV shall be managed by the APV Board. The APV Board shall keep full and fair accounts of all its transactions.
6. Tenure. Each Director shall serve from the date of his election or appointment until such time as a successor may be duly elected or appointed and qualified in accordance with the regulations and by-laws of the applicable Village Association.
7. Vacancies. Any vacancy occurring on the APV Board shall be reported to the respective Village Association and such Association shall elect or appoint a new Director to fill such vacancy in accordance with the by-laws or regulations of the Village Association.
8. Meetings. Regular meetings of the APV Board shall be held in Poinciana Subdivision at such locations as may be designated from time to time by the APV Board but not less than once every four (4) months. All regular meetings of the APV Board shall be called by the President, or, if he or she is absent or is unable or refuses to act, by any Vice-President or by any two directors.
9. Special Meetings. Special meetings of the APV Board shall be called by the President or by a majority of the APV Board.
10. Notice of Meetings. Notice of Meetings shall be in accordance with the Florida Statutes.
11. Quorum. At all meetings of the Board of Directors, a majority of the entire Board of Directors shall constitute a quorum for the transaction of business. A vote of a majority of such quorum at a duly constituted meeting shall be sufficient to elect and pass any measure. In the absence of a quorum, the Directors present by majority vote and without notice may adjourn the meeting from time to time until a quorum shall attend.
12. Compensation. Directors as such shall not receive any compensation for their services. A Director who serves the APV in any other capacity, however, may receive compensation therefor, however, directors may be reimbursed for expenses incurred in connection with their duties as a director.
13. Committees. The APV Board may by resolution provide for a Executive Committee and/or for such other standing or special committees as it deems desirable, and discontinue the same at pleasure. Each such committee shall have such powers and perform such duties, not inconsistent with law, as may be assigned to it by the APV Board.
14. Design Control Board. The Design Control Board shall be created and operated pursuant to the Design Review Criteria adopted by the APV Board from time to time.
15. Officers.
15.1 President. The APV Board shall in each year elect a President of the APV Board from among its Directors. The President shall preside at all meetings of the APV Board and shall exercise such additional powers and duties as are from time to time assigned to him by the APV Board.
15.2 Secretary. The APV Board shall each year elect a Secretary who shall keep the minutes of the meeting of the APV Board and/or shall be responsible to verify that the minutes are kept in books provided for the purpose; the Secretary shall see that all notices are duly given in accordance with the provisions of these By-Laws or as may be required by law; the Secretary shall be custodian of the records of the Association; the Secretary shall see that the corporate seal of the Association is affixed to all documents and execution of which, on behalf of the Association, under its seal, is duly authorized, and when so affixed may attest the same; and in general, the Secretary shall perform all duties incident to the office of Secretary of the corporation.
15.3 Treasurer. The APV Board shall each year elect a Treasurer who shall have charge of and shall be responsible for all funds, receipts and disbursements of the Association, and shall deposit, or caused to be deposited, in the name of the Association, all monies or other valuable effects in such banks, or other depositories as shall, from time to time, be selected by the APV Board; the Treasurer shall render to the APV Board whenever requested, an account of the financial condition of the Association, and, in general, the Treasurer shall perform all the duties incident to the office of a Treasurer of a corporation.
15.4 Manager. The APV Board may upon resolution elect one person (who need not be a member of the Association) to serve as the Manager of the APV. The Manager of the Association shall provide a liaison between this Association and the Village Associations in the conduct and operation of its affairs. Such Manager shall also be generally in charge of the supervision of the business of the Association; the Manager may sign and execute bond, contracts or other instruments, except in cases in which the signing and execution thereof shall have been expressly delegated to some other officer or agent of the APV; and, in general, the Manager shall perform all duties incident to the office of Manager with regard to the APV and any such other duties as may, from time to time, be assigned to the Manager by the APV Board.
15.5 Additional Executive Officers. The APV Board may elect one or more Vice-Presidents or one or more assistant secretaries or Assistant treasurers, any one of whom need not be a member of the association. Such officers shall have such duties as may from time to time be assigned to them by the APV Board.
15.6 Compensation. None of the officers of the APV (other than the Manager) shall be compensated by the APV for services rendered in the capacity of such office. Such officers may be reimbursed for expenses incurred incidental to their performance of the duties of said office. The Manager may receive such compensation as may be determined from time to time by the APV Board.
16. Finance.
16.1 Checks, Drafts, Etc. All checks, drafts and orders for the payment of money, notes and other evidences of indebtedness, issued in the name of the APV, shall unless otherwise provided by resolution of the APV Board, be signed by any two (2) of the following: President, Manager or other designated Director.
16.2 Annual Reports. There shall be prepared annually by the Manager and/or Treasurer an unaudited correct statement of affairs of the Association, including a balance sheet and a financial statement of operations for the preceding calendar year, which shall be submitted at the annual meeting of the Directors and shall be filed within 28 days thereafter at the principal office of the APV in this State. Audited financial reports shall be submitted no later than the second quarter.
16.3 Fiscal Year. The fiscal year of the Association shall be a twelve calendar month period ending on the 31st day of December unless otherwise provided by the APV Board.
16.4 Amendments. These by-Laws may be altered, amended, or repealed and new by-Laws may be adopted by the APV Board at any regular meeting or special meeting called for that purpose.
POINCIANA SUBDIVISION DECLARATION BY-LAWS
NOTICE OF MEETING AMENDMENT
APPROVED BY BOARD OF DIRECTORS 8/10/04
10. Notice of Meeting. Notice of all Board meetings shall be deemed sufficient upon the posting of such notice on the APV bulletin board located at 401 Walnut Street, Poinciana, Florida five business days prior to the meeting.
POINCIANA SUBDIVISION DECLARATION
REMOVAL OF LANDS FROM THE POINCIANA SUBDIVISION DECLARATION &
BY-LAWS OF THE APV
APPROVED BY THE APV BOARD OF DIRECTORS 6/10/03
SEE RESOLUTION #5-03 REMOVING LANDS located in a portion of Poinciana Village 7, Neighborhood 1 East and all of Village 7, Neighborhood 1 West
POINCIANA SUBDIVISION DECLARATION
REMOVAL OF LANDS FROM THE POINCIANA SUBDIVISION DECLARATION &
BY-LAWS OF THE APV
APPROVED BY THE APV BOARD OF DIRECTORS 4/13/04
SEE RESOLUTION #7-04 REMOVING LANDS located in Poinciana Village 7,
Neighborhood 1 East from the operation and purview of the Poinciana Subdivision Declaration.
POINCIANA SUBDIVISION DECLARATION
REMOVAL OF LANDS FROM THE POINCIANA SUBDIVISION DECLARATION &
BY-LAWS OF THE APV
APPROVED BY THE APV BOARD OF DIRECTORS 10/12/04
SEE RESOLUTION #9-04 REMOVING 2 ACRES located in Poinciana Village 7, Neighborhood 1 West from the operation and purview of the
Poinciana Subdivision Declaration.
POINCIANA SUBDIVISION DECLARATION
REMOVAL OF LANDS FROM THE POINCIANA SUBDIVISION DECLARATION &
BY-LAWS OF THE APV
APPROVED BY THE APV BOARD OF DIRECTORS 6/14/05
SEE RESOLUTION #7-05 REMOVING LANDS located in Poinciana Village 7,
Neighborhood 1 West from the operation and purview of the Poinciana
Subdivision Declaration.