By-laws of Secret Woods Homeowners Association
Article I: Name and Location
The name of the corporation is SECRET WOODS HOMEOWNERS ASSOCIATION, INC., hereinafter referred to as the “Association”. The principal office of the corporation shall be located at 4540 Southside Boulevard, Suite 7, Jacksonville, FL 32217, but meetings of the members and Directors may be held at such places within the State of Florida, County of Duval, as may be designated by the Board of Directors.
Article II: Definitions
Section 1. “Association shall mean and refer to Secret Woods Homeowners Association, Inc., it successors and assigns.
Section 2. “Property” shall mean and refer to the properties described on the Plat of Secret Woods, according to plat thereof recorded in Plat Book 39, pages 39 through 39D, of the current public records of Duval County, Florida, and such additions thereto as may be hereafter brought within the jurisdiction of the Association.
Section 3. “Common Area” shall mean and refer to all real Property owned or maintained by the Association for the common use and enjoyment of the Lot owners and is more fully described in the Declaration.
Section 4. “Lot” shall mean and refer to any plot of land shown upon the plat of Secret Woods, together with improvements thereon with the exception of the Common Area.
Section 5. “Owner” shall mean and refer to the recorded owners, whether one or more persons or entities, of the fee simple title to any Lot which is a part of the Property, including contract sellers, but excluding those having such interest merely as security for the performance of an obligation.
Section 6. “Declarant” shall mean and refer to North Florida Builders, Inc., a Florida corporation and real Fund Development Corp., a Florida corporation, their respective successors and assigns, if such successors or assigns should acquire more than one undeveloped Lot from Declarant for the purpose of development or construction.
Section 7. “Declaration” shall mean and refer to the Declaration of Covenants, Conditions, Easements and Restrictions for Secret Woods applicable to the Properties to be recorded in the public records of Duval County, Florida.
Section 8. “Member” shall mean and refer to those persons entitled to membership as provided in the Articles of Incorporation.
Section 9. “Storm-water Management System” shall mean and refer to the designed features of the Properties which collect, convey, channel, hold, inhibit, or divert the movement of storm-water, as more particularly described on Exhibit “A” attached to the Declaration.
Section 10. “Builder” shall mean and refer to any building contractor or construction company that holds title to any Lot for the purpose of constructing a residential dwelling thereon, or who has constructed an unsold residential dwelling on any Lot.
Article III: Meeting of Members
Section 1. Annual Meetings. Annual Meetings of the members shall be held at such time and place as shall be determined by the Board of Directors.
Section 2. Special Meetings. Special meeting of the members may be called at any time by the president or by the Board of Directors, or upon written requests of the members who are entitled to vote one-quarter (1/4) of all the votes of the Class A membership.
Section 3. Notice of Meetings. Written notice of each meeting of the members except for meetings pursuant to Section 3 and 4 of Article IV of the Declaration 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 fifteen (15) days before such meeting to each member entitled to vote thereat, addressed to the member’s address last appearing on the books of the Association, or supplied by such member to the Association 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 members entitled to cast, or if proxies entitled to cast, one-third (1/3) of the votes of each class of membership shall constitute a quorum for any action except as otherwise provided in the Declaration. If, however, such quorum shall not be presented or represented at any meeting, the members entitled to vote there at shall have power to adjourn the meeting from time to time, without notice other than announcements at the meeting, until a quorum as aforesaid shall be present or be represented. Any action of the corporation must be approved by a majority of those present except as otherwise provided in the Declaration of Covenants, Conditions, Easement and Restrictions of Secret Woods. Once a quorum is established, withdrawal of members shall not disestablish it.
The Association shall have two classes of voting membership:
Class A. Class A members shall be all Owners, with the exception of the “Developer” and “Builder” and shall be entitled to one (1) vote for each Lot owned. When more than one person holds an interest in any Lot, all such persons shall be members. The vote for such Lot shall be excerised as they determine, but in no event shall more than one (1) vote be cast with respect to any Lot.
Class B. Class B members shall be the “Developer” and “Builder” and shall be entitled to three (3) votes for each Lot owned. The Class B membership shall cease and be converted to Class A membership on the happening of either of the following events, whichever occurs earlier:
(a) When the total vote outstanding in the Class A membership equals the total votes outstanding in the Class B membership; or
(b) On December 31, 1990.
Section 5. Proxies. At all meetings of members, each member may vote in person or by proxy. All proxies shall be in writing and filed with the secretary. Every proxy shall be revocable and shall automatically cease upon conveyance by the member of his Lot.
Article IV: Board of Directors – Selection and Term of Office
Section 6. Number. The affairs of this Association shall be managed by a Board of not less than three (3) Directors, who need not be members of the Association. The initial Board of Directors shall consist of three (3) persons as set forth in the Articles of Incorporation. Upon the termination of the Class B membership as provided in the Declaration, the number of Directors shall be increased to seven (7). So long as the Declarant owns one (1) Lot, the Declarant shall be entitled to appoint one (1) Director, and the remaining Directors shall be elected in accordance with the provisions hereof.
Section 2. Term of Office. At the first annual meeting at which the members are entitled to elect Directors, the members shall elect one (1) Director for a term of one (1) year, one (1) Director for a term of two (2) years and one (1) Director for a term of three (3) years; and at each annual meeting thereafter the members shall elect Directors for a term of three (3) years.
Section 3. Removal. Any Director may be removed from the Board, with or without cause, by a majority vote of the members of the Association. In the event of death, resignation or removal of a Director, his successor shall be selected by the remaining members of the Board and shall serve for the unexpired term of his predeceasor.
Section 4. Compensation. No Director shall receive compensation for any service he may render to the Association. However, any Director may be reimbursed for his actual expenses incurred in the performance of his 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: Nomination and Election of Directors
Section 1. Initial Board of Directors. The initial Board of Directors shall be appointed collectively by the Declarants. Upon the expansion of the Board to include Directors elected by the members, the Directors shall be elected as hereinafter set forth.
Section 2. Nomination. Nomination for election to the Board of Directors to be elected by the members shall be made by a Nominating Committee. Nomination may also be made from the floor at the annual meeting. The Nominating Committee shall consist of a Chairman, who shall be a member of the Board of Directors, and two or more members of the Association. The Nominating Committee shall be appointed by the Board of Directors prior to each annual meeting of the members, to serve from the close of such annual meeting until the close of the next annual meeting. The Nominating Committee shall make as many nominations for the election to the Board of Directors as it shall in its discretion determine, but not less than the number of vacancies that are to be filled. Such nominations may be made from among members and non-members.
Section 3. Election. Election to the Board of Directors shall be by secret written ballot. 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 the Declaration. The persons receiving the largest number of votes shall be elected. Cumulative voting is not permitted.
Article VI: Meeting of Directors
Section 1. Regular Meetings. Regular meetings of the Board of Directors shall be held not less frequently than annually with notice of such place and hour as may be fixed from time to time by resolution of the Board. Should the meeting fall upon a legal holiday, then that meeting shall be held at the same time on the next day which is not a legal holiday.
Section 2. Special Meetings. Special meetings of the Board of Directors shall be held when called by the president of the Association, or by any two Directors, after not less than three (3) days notice to each Director, unless such notice is waived by the Directors.
Section 3. Quorum. A majority of the number of Directors shall constitute a quorum for that transaction of business. Every act or decisions made by a majority of the Directors present at a duly held meeting at which a quorum is present shall be regarded as the act of the Board.
Article VII: Powers and Duties of the Board of Directors
Section 1. Powers. The Board of Directors shall have power to:
a) Adopt and publish rules and regulations governing the use of the Common Area and facilities, and the personal conduct of the members and their guests thereon, and to establish penalties for the infraction thereof;
b) Suspend the voting rights and right to use of the recreational facilities of a member during any period in which such members 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 60 days for infractions of published rules and regulations;
c) Exercise for the Association all powers, duties and authority vested in or delegated to this Association and not reserved to the membership by other provisions of these By-Laws, the Articles of Incorporation, or the Declaration;
d) 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 of Directors; 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 Board of Directors to:
a) Cause to be kept a complete record of all its acts and corporate affairs and to present a statement thereof to the members at the annual meeting of the members, or at any special meeting when such statement is requested in writing by one-quarter (1/4) of the Class A members who are entitled to vote;
b) Supervise all officers, agents and employees of this Association, 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 Lot at least thirty (30) days in advance of each annual assessment period;
2) Send written notice of each assessment to every Owner 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 due date or to bring action at law against the Owner personally obligated to pay the same; provided, however, that failure by the Board of Directors to enforce any provision of this paragraph, shall in no event be deemed a waiver of the right to do so thereafter.
d) Issued, 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 Board for the issuance of these certificates. If a certificate sates an assessment has been paid, such certificate shall be conclusive evidence of such payment;
e) Procure and maintain liability and hazard insurance on property owned by the Association and such other insurance as the Board of Directors may deem advisable.
The policies in effect shall afford, as a minimum, protection against the following:
1) Loss or damage by fire and other perils normally covered by the standard extended coverage endorsement;
2) All other perils which are customarily covered with respect to projects similar in construction, location and use, including flood insurance, if applicable, and perils normally covered by the standard “all risk” endorsement, where such is available. If flood insurance is required, it must be in the amount of 100% of the current replacement cost of improvement or the maximum coverage available under the National Flood Insurance Program.
3) Losses covered by general liability insurance coverage covering all Common Areas in the amount of at least $1,000,000.00 for bodily injury, including deaths of persons and property damage arising out of a single occurrence. Coverage under this policy shall include, without limitation, legal liability of the insured for the property damaged, bodily injuries and deaths of persons in connection with the operation, maintenance or use of Common Area and any legal liability that results from lawsuits related to employment contracts on which the Association is a party.
The hazard policies shall be in an amount equal to 100% of current replacement cost of the insured properties, exclusive of land, foundation, excavation and items normally excluded from coverage. The policies shall provide that they may not be cancelled or substantially modified without at least 10 days prior written notice to the Association.
The insurance policies shall be non-assessable by the insuror against the insured.
f) Cause all officers or employees having fiscal responsibilities to be boded, as provided in Article XIV hereof:
g) To provide for the improvement and maintenance of the Stormwater Management System, Common Area, and entranceways into the Property from Goodnow Road and Tiger Hole Road and located on Lots 1, 111, 126 and 127, Secret Woods Subdivision including, but not limited to, fences, landscaping and other improvements thereon for the beautification of said entranceways together with the two islands located in the public right-of-way at each of said entrances.
h) To pay all real property taxes and other assessments against the Common Area owned by the Association.
Article VIII: Officers and Their Duties
Section 1. Enumeration of Officers. The officers of this Association shall be a President and Vice President, who shall at all time be members of the Board of Directors, a Secretary and a Treasurer, and such other officers as the 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 Board of Directors following each annual meeting of the members.
Section 3. Term. The officers of this Association shall be elected annually by the Board and each shall hold office for one (1) year unless they shall sooner resign, or shall be removed, or otherwise desqualified to serve.
Section 4. Special Appointments. 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.
Section 5. 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 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 Board. The officer appointed to such vacancy shall serve for the remainder of the term of the officer he replaces.
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 the other offices except in the in the case of special offices created pursuant to Section 4 of the Article.
Section 8. Duties. The duties of the officers are as follows:
President: The President shall preside at all meetings of the Board of Directors; shall see that orders and resolutions of the Board are carried out; shall sign all leases, mortgages, deeds and other written instruments.
Vice President: The Vice President shall act in the place and stead of the President in the event of his absence, inability or refusal to act, and shall exercise and discharge such other duties as may be required by the Board.
Secretary: The Secretary shall record the votes and keep minutes of all meetings and proceedings of the Board and of the members; keep the corporate seal of the Association and affix it on all papers requiring the seal of the Association; serve notice of meetings of the Board and of the members; keep appropriate current records showing the members of the Association together with their addresses, and shall perform such other duties as required by the Board.
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; keep proper books of account, cause annual financial statements of the Association to be issued by a public accountant at the completion of each fiscal year; and shall prepare an annual budget and a statement of income and expenditures to be presented to the membership at it regular annual meeting, and deliver a copy of each to the members.
Section 9. Compensation. No Director shall receive compensation for any service he may render to the Association. However, any Director may be reimbursed for his actual expenses incurred in the performance of his duties.
Article IX: Committees
The Association shall appoint an Architectural Control Committee, as provided in the Declaration, and a Nominating Committee, as provided in these By-Laws. In addition, the Board of Directors shall appoint other committees as deemed appropriate in carrying out its purpose.
Article X: Books and Records
The books, records and papers of the Association shall at all time, during reasonable business hours, be subject to inspection by any member or a mortgagee of a Lot. The Declaration, the Articles of Incorporation and the By-Laws of the Association shall be available for inspection by any member at the principal office of the Association where copies may be purchased at reasonable cost.
Article XI: Assessments
As more fully provided in the Declaration, each member is obligated to pay to the Association an initial $800.00 contribution (amended 2006) for capital improvements, and annual and special assessments which are secured by a continuing lien upon the property against which 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 ten percent (10%) per annum, or at the maximum legal rate allowed by law, whichever is higher, and the Association may bring an action at law against the Owner personally 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 Owner may waive or otherwise escape liability for the assessments provided for herein by non-use of the Common Area or abandonment of his Lot.
Article XII: Corporate Seal
The Association shall have a seal in circular form having at its circumference with words:
“SECRET WOODS HOMEOWNERS ASSOCIATION, INC.,
A not-for-profit corporation”
Article XIII: Amendments
The By-Laws of this Association shall be adopted by the Board of Directors and may be altered, amended, or rescinded by a majority vote of the Board of Directors. Notwithstanding the foregoing provisions of this Article XIII, nor amendment to these By-Laws, which shall abridge, amend, or alter the right of declarant to designate members of the Board of Directors of the Association, as provided in Article IV hereof, or any other right of declarant provided herein or in the Articles of Incorporation, maybe adopted to become effective without the prior written consent of the declarant.
In the case of any conflict between the Articles of Incorporation and these By-Laws, the Articles shall control; and in the cause of any conflict between the Declaration of these By-Laws, the Declaration shall control.
Article XIV: Fidelity Bonds
Section 1. Blanket fidelity bonds shall be required to be maintained by the Association for all officers, Directors, trustees or employees of the Association and all other persons handling or responsible for funds or administered by the Association whether or not such persons are compensated. Any managements agent that handles funds for the Association should also be covered by its own fidelity bond. The total amount of the fidelity bond coverage shall be based upon the best business judgment of the Board of Directors and shall not be less than 150% of an amount equal to the estimated annual operating expenses of the Association, including reserves.
Except for the fidelity bonds that a management agent obtains for its personnel, the fidelity bond shall name the Association as an obligee and shall contain waivers by the issuers of the bonds of all defenses based upon the exclusion of persons serving without compensation from the definition of “employees” or similar terms or expressions. The premiums on all bonds shall be paid by the Association as a common expense. The bond shall provide that it cannot be cancelled or substantially modified (including cancellation for nonpayment of premium) without at least ten (10) days prior written notice to the Association.
Article XV: Miscellaneous
The fiscal year of the Association shall begin on the first day of May and end the 30th day of April of every year, except that the first fiscal year shall begin on the date of incorporation. Roberts Rules of Order (latest edition) shall govern the conduct of the Association’s meeting, when not in conflict with the Declaration, Articles of Incorporation or these By-Laws.
The granting of rights of occupancy by a member shall include such member’s right of use and enjoyment of the Common Area, unless said right is reserved or redirected by such member.
IN WITNESS WHEREOF, we, being all the Directors of SECRET WOODS HOMEOWNERS ASSOCIATION, INC., have hereunto set our hands this 15th day of MAY , 1984.
W. Howard White, President
Mabry Edwards, Jr., Secretary
Billy Joe White, Vice President
