AMENDED AND RESTATED
BY-LAWS
OF
WESTERN SHORES SECOND ADDITION ASSOCIATION, INC.
( A Florida Not for Profit Corporation )
Adopted November 2, 1982
Amended February 18, 1989
Amended January 10, 2011
ARTICLE ONE
PURPOSE
The Corporation is formed to ensure the proper maintenance, preservation and architectural
control of Western Shores Subdivision, Second Addition; a subdivision in Lake County, Florida,
according to the plat thereof, filed and recorded in Plat Book 18, Page 24, Public Records of Lake
County, Florida.
ARTICLE TWO
NAME AND LOCATION
1. Name. The name of the Corporation shall be “Western Shores Second Addition
Association, Inc.” hereinafter called the “Association.”
2. Location. The principal office of the Corporation shall be located within the subdivision
in the County of Lake, State of Florida. The Corporation may also have such offices at such other
places within the County as the Board of Directors may from time to time determine.
ARTICLE THREE
MEMBERS
The Corporation shall have members. A member must be an owner of at least one lot in
Western Shores Subdivision, Second Addition, a subdivision located in Lake County, Florida,
according to the plat thereof, filed and recorded in Plat Book 18, Page 24, Public Records of Lake
County, Florida, and all owners of said lots are members. No person or entity other than an owner
may be a member and membership may not be terminated except by death or transfer of title.
ARTICLE FOUR
MEETINGS OF THE MEMBERS
1. Annual Meetings. An annual meeting of the members of the Association shall be held on
such date and at such place within the County of Lake, State of Florida, as shall be fixed from time
to time by the Board of Directors. These meetings shall be held not more than thirteen (13) months
nor fewer than eleven (11) months from the preceding meeting. The order of business shall be:
•
Call to order•
Annual report•
Treasurer's report•
Report of standing committees, if any•
Old business•
New business to include:Budget approval
Election of directors
•
Adjournment2. Special Meetings. Special meetings of the members may be called for any purpose and at
any time by the Board of Directors and must be called upon written request of the members who are
entitled to vote ten percent (10%) of all the votes of the membership. Business conducted at special
meetings shall be confined to the purpose(s) stated in the meeting notice.
3. Notice of Meetings. Written notice of each meeting of the members shall be given by, or
at the direction of, the Secretary, or such other person as may be authorized to call the meeting, by
mailing a copy of such notice, postage prepaid, at least fourteen (14) days and not more than fifty
(50) days before such meeting, to each member at their United States Postal Service lot address or at
such other address which the member may have provided, in writing, to the Secretary of the
Association. 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.
a. Notice shall be deemed to have been given when deposited, postage prepaid, in a post
office or other official depository under the exclusive jurisdiction of the United States Postal Service.
b. No notice need be given any member who executes and delivers a Waiver of Notice
before the meeting.
c. The attendence of a member in person or by proxy at a meeting without protesting the
lack of notice of the meeting shall constitute a waiver of notice for that meeting.
d. It shall be the member's responsibility to ensure that their correct mailing address is on
file. Failure to do so shall not constitute grounds for a lack of notice protest.
4. Quorum. The presence of thirty percent (30%) of the members and/or proxies entitled to
cast a vote at the meeting shall constitute a quorum for the transaction of any business to be
conducted. If, however, such quorum shall not be present or represented at the meeting, the
members entitled to vote thereat shall have the power to adjourn the meeting.
5. Proxies. At all meetings of members, the member may vote in person or by proxy. All
proxies shall be in writing, must be dated, must state the date, time, and place of the meeting for
which it was given, must be signed by the member or his/her legally authorized representative, and
filed with the Secretary of the Association. Every proxy shall be revocable and shall automatically
expire upon attendence, in person, at the meeting for which it was executed, or upon termination of
membership. A proxy shall be valid only for the specific meeting for which it was originally given,
as the meeting may lawfully be adjourned and reconvened from time to time, and will automatically
expire ninety (90) days after the date of said meeting.
6. Voting. Members have one (1) vote per lot owned. When more than one member holds
an interest in a lot, the vote for that lot shall be exercised as they among themselves determine,
however, in no event shall more than one (1) vote be cast with respect to any one lot. There shall be
no split voting. In addition, if only one co-owner of a lot casts a vote at a Meeting of the Members,
it shall be conclusively presumed that said co-owner is authorized on behalf of all co-owners to cast
the vote for that lot. However, no member shall be eligible to vote, either in person or by proxy, or
to be elected to the Board of Directors, if the voting rights of said member has been suspended by the
Board of Directors.
a. In the election of directors, a plurality of the votes cast shall elect.
b. For all other business, a majority of the total votes cast shall decide.
7. Presiding Officer. Meetings of the members shall be presided over by the President or, in
his or her absence, the Vice President. In the event neither of these officers is in attendence, by a
chairman to be chosen by a majority of the members in attendence. The Secretary of the Association
shall act as secretary at every meeting. If the Secretary is unavailable, the presiding officer shall
appoint a secretary for the meeting.
8. Right to Speak. Members have the right to attend all membership meetings and to speak
at any meeting with reference to any item opened for discussion or included on the agenda. The
Association may restrict this right to a maximum of three (3) minutes if required to meet meeting
requirements.
7. Adjournment. Adjournment of an annual or special meeting to a different date, time, or
place shall require a new notice giving the new date, time, and place in accordance with the
procedures set forth above. Any business that might have been transacted on the original date of the
meeting may be transacted at the adjourned meeting. Notice of the adjourned meeting shall be given
to all members who are entitled to vote whether or not they were so entitled at the time of the
original meeting.
ARTICLE FIVE
BOARD OF DIRECTORS
1. Number. The affairs of the Association shall be managed by a Board of Directors
consisting of an odd number of not fewer than five (5) nor more than nine (9) members of the
Association. At least two (2) directors must be full-time residents. Subject to the foregoing, the
number of directors may be increased or decreased by action of the members or of the Board of
Directors, provided that any action by the Board of Directors to effect such an increase or decrease
shall require the vote of a majority of the entire Board. No decrease shall shorten the term of any
director then in office..
2. Term of Office. Directors shall be elected to hold office for a period of two (2) years, such
terms to be staggered so that approximately one-half (½) of the total membership of the Board of
Directors is elected each year. Each director shall hold office until the earlier of:
a. The conclusion of the Annual Meeting of the Members occurring in the year their term
expires and the election and qualification of a successor, or
b. Their resignation or removal as hereinafter provided.
3. Nomination. Not less than sixty (60) days prior to each Annual Meeting of the Members,
the Board shall appoint a nominating committee from the membership, one of whom shall be a
Board member at the time of appointment, for the purpose of submitting a slate of qualified
nominees to the members in conjunction with the notice of the annual meeting. Said slate to consist
of, as a minimum, sufficient nominees to fill all existing vacancies, if any, plus those nominees
necessary to fill the vacancies to be created through the expiration of normal terms of office at the
time of said annual meeting. In addition, nominations shall be taken from the floor at the Annual
Meeting of the Members and nothing shall prevent a member from nominating themself.
4. Election. At the Annual Meeting of the Members, the membership shall elect, by secret
written ballot, members to serve on the Board of Directors. At such election the members or their
proxies may cast, in respect to each vacancy, as many votes as they are entitled to exercise under the
provisions of Article Four, Paragraph 6 above. Those persons receiving the largest number of votes
shall be elected. Cumulative voting is not permitted.
5. Removal. Any director may be removed from the Board, with or without cause, by a
majority vote of the members of the Association. The Board of Directors may remove a director for
cause only.
6. Resignation. A director may resign at any time and for any reason by giving written notice
to the Board of Directors or to an officer of the Association. Unless otherwise specified in the
notice, the resignation shall take effect upon receipt thereof by the Board of Directors or such officer.
Acceptance of such resignation shall not be necessary to make it effective.
7. Vacancies. Newly created directorships or vacancies in the Board of Directors may be
filled by a vote of a majority of the Board of Directors then in office, although less then a quorum.
Vacancies occurring by reason of the removal of directors without cause shall be filled by a vote of
the members. A director elected to fill a vacancy caused by resignation, death, or removal shall be
elected to hold office for the unexpired term of their predecessor.
8. Compensation. No director shall receive compensation for any service he may render to
the Association, however, a director may be reimbursed for any actual expenses incurred in the
performance of his or her duties.
9. Duties, Powers and Responsibilities
a. The Board of Directors shall:
(1) Exercise for the Association all powers, duties and authority vested in, or delegated
to, the Association which are not reserved to the membership by other provisions of these By-Laws,
the Articles of Incorporation or the Declaration of Restrictions. The Board shall have all powers and
authority permitted to the Board under the Declaration of Restrictions and these By-Laws, however,
nothing herein contained shall be construed to give the Board authority to conduct a business for
profit on behalf of all of the owners or of any of them.
(2) Enforce the provisions of the Declaration of Restrictions, the By-Laws and the
Association Rules and Regulations, if any.
(3) Cause to be kept a record of all the Associations’ acts and corporate affairs,
including, but not limited to, corporate finances.
(4) Supervise all officers, agents and employees of the Association and see that their
duties are properly performed.
(5) Prepare an annual budget for presentation and approval at the Annual Meeting of
the Members. Said budget to establish reserve funds in anticipation of future maintenance
requirements and to fix, upon the members approval, the annual assessment(s) against each lot
within the Subdivision.
(6) Send written notices of each assessment to every owner subject thereto at least
thirty (30) days in advance of each assessment due date.
(7) Procure and maintain adequate liability and hazard insurance on any and all
property owned by the Association.
(8) Pay, from Association funds, all costs of maintaining the common areas to
include all utility charges attributable thereto and all taxes and/or assessments levied thereon by
governmental agencies.
(9) Open a bank account on behalf of the Association and designate the signatories
required.
(10) Annually, not later than March 15
th, prepare and file the U.S. Income Tax Return forHomeowners Associations (IRS Form 1120-H) and pay any tax owed by means of the Electronic
Federal Tax Payment System (EFTPS).
(11) Survey each home within the Subdivision at least once every two years to ensure
the Association qualifies as a housing community for persons 55 years of age or older in accordance
with State (ss. 760.29(4)(b)3.) and Federal (24 C.F.R. Part 100 Subpart E) law (At least 80% of the
homes within the Subdivision must be occupied by a person who is 55 years of age or older). Survey
documents (See Appendix A) shall be maintained in a separate file with limited access, however, a
summary of these occupancy surveys shall be made available for inspection upon reasonable notice
and request by any person.
(12) Renew the Association's registration as a housing community for persons 55 years
of age or older with the State of Florida, Florida Commission on Human Relations as required by
ss. 760.29(4)(e) using the current edition of the FCHR 55+ Renewal Form.
b. The Board of Directors may:
(1) Adopt and publish rules and regulations governing the use of the common areas,
and the personal conduct of the members and their guests thereon, and to establish penalties for any
infraction thereof.
(2) Declare the office of a member of the Board of Directors to be vacant in the event
such member shall be absent from three (3) consecutive regular meetings of the Board.
(3) Suspend the voting rights of a member during any period in which such member
shall be in default in the payment of any assessment levied by the Association. Such rights may also
be suspended after notice and hearing, for a period not to exceed sixty (60) days, for each infraction
of published rules and regulations.
(4) Foreclose the lien against any property for which assessments or other charges are
not paid within thirty (30) days after due date or bring action at law against the owner personally
obliged to pay said assessments and/or charges.
(5) Take such action, as the Board deems appropriate, to collect any other funds owed
to the Association by Association members or by third parties, including recording and foreclosing
any liens upon member’s lots for assessments or other charges due the Association.
(6) 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 reasonably charge may be
made by the 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;
(7) Obtain legal and accounting services, if necessary, for the administration of
Association affairs, administration of the common areas, or the enforcement of the Declaration of
Restrictions or these By-Laws.
(8) Procure and maintain insurance on behalf of any person who is or was a Director,
officer, employee or agent of the Association against any liability asserted against him/her or
incurred by him/her in any such capacity or arising out of his/her status as such.
(9) If necessary, maintain any lot if such maintenance is reasonably required in the
judgment of the Board to protect common areas or to preserve the appearance and value of the
properties or lot. The Board may authorize such maintenance activities if the owner(s) of the lot
have failed to, or refused to, perform maintenance after written notice of the necessity of such
maintenance has been delivered by the Board to the owner(s) of such lot, provided that the Board
shall levy a special assessment against the owner(s) of such lot for the cost of such maintenance.
The owner(s) shall be given the period of time to perform maintenance following notice from the
Board as is required by the Declaration of Restrictions or these By-Laws, or, in the absence of a
provision stating a specific notice period, a reasonable time.
(10) Pay any amount necessary to discharge any lien or encumbrance levied against the
entire Subdivision, or any part thereof, which is claimed or may, in the opinion of the Board,
constitute a lien against the Subdivision rather than merely against the interest therein of particular
owners. Where one or more owners are responsible for the existence of such liens, they shall be
jointly and severally liable for the cost of discharging it and any costs or expenses, including
reasonable attorneys’ fees and costs of title search, incurred by the Board by reason of such lien or
liens. Such fees and costs shall be assessed against the owner(s) and the lot(s) to the extent of their
responsibility.
(11) Contract for goods, services, maintenance, and capital improvements provided,
however, that all such contracts exceeding $2,000.00 or the limits imposed by the annual budget
must be approved by the Members of the Association. Approval may be given by voting in person or
by proxy at an annual meeting or a special meeting duly called for this purpose, or may be given in
writing or electronically (email, fax, etc.) by a majority of all members entitled to vote (One vote per
lot owned in accordance with Article Four, Paragraph 6).
(12) Enter any lot in the event of an emergency or, when reasonably necessary, in
connection with any maintenance, landscaping or construction for which the Board is responsible.
Such entry to be made with as little inconvenience to the owner(s) as practicable and any damage
caused thereby shall be repaired by the Board, at Association expense, unless the entry was necessitated
by an emergency caused by the owner/occupant of the lot entered, in which case the cost shall
be specially assessed to the lot and against the owner(s) of that lot. If the repairs or maintenance
activities were necessitated by the owner’s neglect of the lot, the cost of such repair or maintenance
activity shall be specially assessed to that lot and against the owner(s) of that lot. If the emergency
or the need for maintenance or repair was caused by another owner/occupant of another lot, the cost
thereof shall be specially assessed against the owner(s) of the other lot and against the other lot.
ARTICLE SIX
MEETINGS OF THE BOARD OF DIRECTORS
1. Annual Meeting. The annual meeting of the Board of Directors shall be held without
notice immediately, or as soon as possible, following the Annual Meeting of the Members. The
election of officers shall be the first order of business conducted at this meeting.
2. Regular Meetings. Regular meetings of the Board of Directors may be held without
notice at such time and place as may by fixed from time to time by resolution of the Board. Should
said meeting fall upon a legal holiday, then that meeting shall be held at the same time, and at the
same place, on the next day which is not a legal holiday.
3. Special Meetings. Special meetings of the Board of Directors shall be held when called
by the President of the Association, or by any two (2) directors, after not less than seven (7) days
written notice to each director, except in an emergency (Electronic transmission of this notice is
permitted if the director has consented, in writing, to receiving such notice.). In addition, notice of
all special meetings shall be posted in a conspicuous place within the Subdivision at least forty-eight
(48) hours prior to the meeting, except in an emergency, for the benefit of those members who may
wish to attend.
4. Quorum. A majority of the entire membership of the Board of Directors shall constitute a
quorum. Whenever a vacancy on the Board of Directors shall prevent a quorum from being present,
then, in such event, a quorum shall consist of a majority of the members of the Board of Directors
excluding the vacancy.
5. Presiding Officer. The President of the Association shall preside at all meetings of the
Board of Directors. If there is no President, or in his/her absence, the Vice President shall preside
and if there is no Vice President, or in his/her absence, any other director chosen by the Board shall
preside.
6. Action. Except to the extent provided by law, an act of the Board of Directors shall be by
a majority vote of the directors present at the time of the vote, a quorum being present at such time.
7. 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 force and effect as though taken at a
regular or special meeting of the directors.
ARTICLE SEVEN
OFFICERS
1. Enumeration of Offices. The affairs of the Association are to be managed by a President,
a Vice-President, a Secretary and a Treasurer who shall at all times be members of the Board of
Directors. In addition, the Board may elect such other officers as the affairs of the Association may
require, each of whom shall hold office for such period, have such authority, and perform such duties
as the Board may, from time to time, determine.
2. Election of Officers. The election of officers shall take place at the first meeting of the
Board of Directors following each Annual Meeting of the Members.
3. Term of Office. The officers of the Association shall be elected annually by the Board,
and each shall hold office until the next Annual Meeting of the Board of Directors unless he/she shall
sooner resign, be removed, or otherwise disqualified to serve.
4. Resignation and Removal. Any officer may be removed from office with or without cause
by the Board. Any officer may resign at any time giving written notice to the 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 nor shall it be considered as a resignation as a director.
5. Vacancies. A vacancy in any office may be filled by appointment by the Board. The
officer appointed to such vacancy shall serve for the remainder of the term of the officer he/she
replaced.
6. Full-Time Residency. The President, or the Vice-President, and the Treasurer shall reside
full-time within the subdivision.
7. Multiple Offices. The office of secretary and treasurer may be held by the same person.
No person shall simultaneously hold more that one of any of the other offices except in the case of
special offices created pursuant to Paragraph 1 of this Article.
8. Duties
a. President. The President shall be the chief executive officer of the Association and as
such shall preside at all meetings of the Board of Directors, shall have the responsibility for the
general management of the affairs of the Association, shall see that orders and resolutions of the
Board are carried out, shall sign all leases, mortgages, deeds and other written instruments, and shall
co-sign all checks and promissory notes.
b. Vice-President. The Vice-President shall act in the place of and instead of the President
in the event if his/her absence, or inability or refusal to act, and shall exercise and discharge such
other duties as may be required by the Board.
c. Secretary. The Secretary shall record the votes and keep the minutes of all meetings
and proceedings of the Board and of the members, shall maintain custody of the corporate seal and
affix it on all papers requiring same, shall serve notice of meetings of the Board and of the members,
shall keep appropriate current records showing the members of the Association together with their
addresses, shall have charge of all books and records of the Association, and shall perform such other
duties as may be required by the Board.
d. Treasurer. The Treasurer shall receive and deposit in appropriate bank accounts all
monies of the Association and shall disburse such funds as directed by resolution of the Board of
Directors; shall co-sign all checks and promissory notes of the Association; keep proper books of
accounts; shall prepare an annual budget and a statement of income and expenditures to be presented
to the membership at its regular annual meeting, and shall perform such other duties as may be
required by the Board.
ARTICLE EIGHT
MISCELLANEOUS
1. Fiscal Year. The fiscal year of the Association shall begin on the first day of January and
end on the last day of December of each year.
2. Corporate Seal. The Association shall have a seal in circular form, having within its
circumference the words, “WESTERN SHORES SECOND ADDITION ASSOCIATION, INC.”
plus, within the center section, the words “FLORIDA” and “NOT FOR PROFIT” and the year of
incorporation (1982).
3. Books and Records. The Association shall keep complete and correct records and books
of account, shall keep minutes of the proceedings of all meetings and a list or record containing the
names and mailing addresses of all members. These books, records, minutes and other papers shall,
during reasonable hours, be subject to inspection by any member.
4. Commingling of Funds. All sums collected by the Association from assessments or by
other means may be commingled in a single fund or divided into more than one fund as determined
by the Board of Directors.
5. Committees. In addition to the nominating committee required by Article Five, Paragraph
3, the Board of Directors may appoint an Architectural Control Committee and/or such other
committees as the Board deems appropriate in carrying out its purposes.
6. Parliamentary Rules. Roberts Rules of Order (latest edition) shall govern the conduct of
all Association meetings when not in conflict with the Declaration of Restrictions or these By-Laws,
however, no business conducted at these meetings shall be held invalid for the failure to comply
with said rules unless objected to by a majority vote at such meeting.
7. Assessments. As more fully provided in the Declaration of Restrictions, it shall be the
responsibility of the owner(s) of each lot to pay the annual and special assessments, or other charges,
levied by the Association for the costs of operating, maintaining and providing a reserve for the
repair and/or replacement of Association property. All assessments and other charges shall be
secured by a continuing lien upon the property of each member against which these
assessments/charges are made. If the assessment/charge is not paid within thirty (30) days after the
due date, the assessment/charge shall be considered delinquent and shall bear interest at the
maximum rate allowed by law from the due date until paid. In addition, the Association may bring
an action at law against the owner personally obligated to pay these fees or foreclose the lien against
the property. Interest, costs and reasonable attorneys fees of any such action shall be added to the
amount of such assessment/charge. No owner may waive or otherwise escape liability for the
assessments provided for herein by nonuse of the common areas or by abandonment of his lot. Liens
for delinquent assessments and other charges shall be recorded in the office of the Lake County
Clerk of Court, Recording Division.
8. Violations
a. In the event of a violation by a member of any of the provisions of these By-Laws, the
Articles of Incorporation or the Declaration of Restrictions, the Association, by action of its Board
of Directors, shall notify the member, in writing, of the violation. If the violation shall continue for a
period of thirty (30) days from the date of the notice, the Association, through its Board of
Directors, at its option, shall have the following elections:
(1) An action at law to recover damages on behalf of the Association or on behalf of
the other members, or
(2) An action in equity to enforce performance on the part of the member, or
(3) An action in equity for such equitable relief as may be necessary under the
circumstances, including injunctive relief.
b. Any violations which are deemed by the Board of Directors to be a hazard to public
health may be corrected immediately as an emergency matter by the Association, and the cost
thereof shall be charged to the member as an individual assessment.
c. In any proceeding(s) arising out of an alleged violation by a member, the Association
shall be entitled to recover the costs of the proceeding(s) and such reasonable attorneys' fees as may
be determined by the court, including those on appeal, if any.
9. Indemnification. To the extent permitted by law, the Association shall indemnify and hold
harmless any person who was or is a party, or is threatened to be made a party, to any civil, criminal,
administrative or investigative action, suit or proceeding (whether brought by or in the right of the
Association or otherwise) by reason of the fact that he is or was a Director or Officer of the
Association, against expenses (including attorneys fees), judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection with such action, suit or
proceeding, and the Board of Directors may, at any time, approve indemnification of any other
person whom the Association has the power to indemnify under the law. The indemnification
provided by this paragraph shall not be deemed exclusive of any other rights to which a person may
be entitled as a matter of law or by contract.
10. Conflicts. In the case of any conflict between the Articles of Incorporation and these By-
Laws, the Articles of Incorporation shall control and in the case of any conflict between the
Declaration of Restrictions and these Bylaws, the Declaration of Restrictions shall control.
11. Number and Gender. Whenever the context shall so require, all words in any gender shall
be deemed to include all genders. All words in the singular shall include the plural and all words in
the plural shall include the singular.
12. Severability. Invalidation of any one of the provisions contained in these By-Laws by
judgment or court order shall in no way affect any other provision contained herein and they shall
remain in full force and effect.
13. Waiver of Rights. The failure of the Association to enforce any right, provision, covenant
or condition of these By-Laws, the Articles of Incorporation, the Declaration of Restrictions or the
Rules and Regulations, if any, shall not constitute a waiver of the right of the Association to enforce
such right, provision, covenant or condition in the future.
14. Amendments to the By-Laws. These By-Laws may be altered, amended or changed, or
new by-laws may be adopted, at any meeting of the members, provided that the notice of the meeting
contains a statement of the proposed action to be taken or, in the case of new by-laws, that a
complete set thereof is included in said notice or has been otherwise provided for earlier review. In
all questions of amendments or changes to the By-Laws, the members may, instead of executing a
proxy, register their vote for or against the proposed amendment or change by filing their vote, in
writing or electronically (e.g.; email, fax, etc.), with the Association Secretary at least twenty-four
(24) hours prior to the hour of the meeting, and this vote shall be counted the same as though the
member were present in person or by proxy.