Article I
Section 1. Executive Officers: The Executive Officers of the corporation shall be a President, one or more Vice-Presidents, a Secretary and a Treasurer. The President, and all other officers, shall be elected annually by the Board of Governors. They shall take office immediately after the annual election.  The President and the other officers shall be members of the Board of Governors and members of the corporation.

Section 2. The President: Subject to the direction of the Board of Governors, the President shall be chief executive officer of the corporation, and shall perform such other duties as from time to time may be assigned by the Board. The President shall be an ex-officio member of all committees.

Section 3. The Vice-Presidents: The Vice-Presidents shall have such power and perform such duties as may be assigned to them by the Board of Governors or the President. In case of the absence or disability of the President, the duties of the President  shall be performed by the Vice-Presidents in the order of their rank.

Section 4. The Secretary: The Secretary shall keep the minutes of all proceedings of Board of Governors and of all committees, and the minutes of the members' meetings in written form or in another form that can be converted to written form within a reasonable time. The Secretary shall have custody of the corporate seal and such books and papers as the Board may direct, and  shall, in general, perform all the duties incident to the office of Secretary, subject to the control of the Board of Governors and the President.  The Secretary  shall also perform such other duties as may be assigned by the President or by the Board.

Section 5. The Treasurer: The Treasurer shall have the custody of all the receipts, disbursements, funds and securities of the corporation and shall perform all duties incident to the office of Treasurer, subject to the control of the Board of Governors and the President.  The Treasurer shall perform such other duties as may from time to time be assigned  by the Board or the President.

Section 6. Subordinate Officers: The President, with the approval of the Board of Governors, may appoint such other officers and agents as the Board may deem necessary, who shall hold office during the pleasure of the Board, and who shall have such authority and perform such duties as from time to time may be prescribed by the President or by the Board.
 

Article II Board of Governors
Section I. Number of Members: The business and affairs of this corporation shall be managed by a Board of Governors which shall consist of not less than three (3) nor more than nine (9) members. The Board members must be members of the corporation. The number of Governors shall be fixed by the Board.

Section 2. Executive Committee: The Board of Governors may elect from its number an Executive Committee consisting of not less than three (3) members of the Board, which committee shall have all the powers of the Board of Governors between meetings, regular or special. The President of the corporation shall be a member of, and chairperson of the Executive Committee.

Section 3. Regular Meetings: The Board shall meet for the transaction of business not less than once each quarter at such time and place as may be designated.
       a.  Notices of all Board of Governor meetings will be posted in a conspicuous place at least 48 hours in advance of the meeting, except in cases of an emergency. The Board of Governors may alternatively give notice of its meetings by mailing or delivering notice to each member at least 7 days before the meeting date, except in cases of an emergency.

   b.  All meetings of the Board of Governors will be open to all members  except for meetings between the Board of Governors and its attorney with respect to proposed or pending lawsuits where the discussion of the Board of Governors is governed by the attorney-client privilege.

  c.  Any member may tape record or videotape meetings of the Board of Governors, Special Meetings of the Board and/or membership, and committee meetings.  The Board of Governors may adopt reasonable rules governing the taping of meetings.

Section 4. Special Meetings: Special Meetings of the Board of Governors may be called by the President or by three (3) members of the Board for any time and place, provided  notice of such meetings is given as described in Section 3.a. above to each member of the Board before the time appointed for such meeting, except in cases of an emergency.
 
 
 
 
 

Section 5. Quorum: The Governors shall act only as a Board, and the individual Governors shall have no power as such. A majority of the Governors for the time being in office, but in any event  five (5) shall constitute a quorum for the transaction of business, but a majority of those present at the time and place of any regular or special meeting although less than a quorum, may adjourn the same from time to time without notice until a quorum be at hand. The act of a majority of Governors present at any meeting at which there is a quorum shall be the act of the Board of Governors, except as may be otherwise provided by law.

Section 6. Order of Business: The Board of Governors may from time to time determine the order of business at its meeting, except that an assessment may not be levied at a Board of Governors meeting unless the notice of the meeting contains a statement that assessments will be considered and the nature of the assessments.

               a.  Members of the Board of Governors may not vote by proxy or by secret ballot at Board meetings.  Secret ballots may be used to elect officers or governors.  A vote or abstention from a vote on each matter voted upon must be recorded in the meeting minutes..

Section 7. Chairman: At all meetings of the Board of Governors the President, or, in  the President's  absence, a Vice-President, or in the absence of both, a Chairperson  chosen by the Governors present, shall preside.

Section 8. Annual Report: The Board of Governors shall prepare an annual financial report within 60 days after close of the fiscal year. The Board of Governors shall provide each member of the association a copy of the annual financial report or provide a notice that a copy of the report is available upon request at no charge.  Upon receipt of a written request, the Board shall provide a copy within 10 business days of the request.

        a.  The financial report will consist of either financial statements presented in conformity with generally accepted accounting principles or a financial report of actual receipts and expenditures, cash bases, by classification and the beginning and ending cash balances of the association.

Section 9. Terms of Members of Board: The First Board of Governors named in the Charter of the corporation shall serve until the beginning of business of the corporation or until their successors shall have been elected and shall have qualified. At the beginning of business the Board shall fix the number of Governors and the terms for which they are to hold office.

               a. At the annual meeting of the membership to be held on October 26, 1982, five (5) members of the Board shall be elected for two (2) year terms and four (4) members of the Board for one (1) year terms.  Thereafter, the positions of retiring Board members shall be filled by election of Board members for two (2) year terms.

                b. If the President of the Club is one of the retiring Board members completing his/her term, such Board member shall remain a Board member for an additional year, and the number of authorized Board members shall be increased by one (1) for such Board members.

Section 10. Vacancies in Board: Whenever a vacancy in the membership of the Board shall occur, the remaining members of the Board shall have the power, by a majority vote, to select a member of the Club to serve the unexpired term of the vacancy.

Section 11. Manner of Nominations of Members to the Board: Not more than sixty (60) days and not less than thirty (30) days prior to the next ensuing Annual Meeting, the President shall appoint from the general membership of the Club a Nominating Committee which shall consist of five (5) members. It shall be the duty of the Nominating Committee at the Annual Meeting to propose one nominee for election to each vacancy on the Board of Governors. Each Nominee shall have agreed to serve on the Board, if elected. Additional nominations may then be made from the floor. If there are no additional nominations from the floor, the names proposed by the Nominating Committee shall be deemed elected, and Section 12 below, is waived.  Should there be additional nominations at the Annual Meeting, than Section 12 below must be used.

Section 12. Election of Members of the Board: Election of members to the Board shall be conducted by written mail ballot. It shall be the duty of the President to mail a ballot within seven (7) days following the Annual Meeting to each voting member at his or her last recorded address as the same appears on the records of the Club. Ballots shall be returnable to the President in whose custody they shall be entrusted and must be received by the President within fifteen (15) days of the date the ballots are mailed to the membership. If the fifteenth (15th) day falls on a legal holiday ballots will be due on the next succeeding business day. All nominees shall be notified by the President of the time and place of the meeting of the Board of Governors where the vote will be tallied and advised of their right to be present. All Ballots shall remain sealed until the meeting of the Board of Governors takes place. The President shall notify the voting members of the results of the election.
 
 
 

Section 13. The Gables Estates Club, Inc. shall indemnify and hold harmless each officer and governor of the Club from any expense reasonably incurred in connection with, or arising out of, (a) the defense of any action, suit or proceeding in which the officer and/or governor  is a party, or (b) any claim asserted or threatened against an officer and/or governor, by reason of being or having been an officer or governor of the Club, whether or not still an officer or governor at the time of incurring such expenses. Such expenses shall include (but not to be limited to) attorneys' fees, amount of judgements, and amounts of reasonable settlements other than amounts paid to the Club itself. Notwithstanding the foregoing, however, the Club shall not indemnify or hold harmless any officer or governor with respect to matters as to which the officer and/or governor shall be adjudged in such action, suit or proceeding to be liable for negligence or willful misconduct in the performance of  duties as such officer or governor, nor with respect to matters as to which any settlement or compromise is effected unless the corporation is advised by independent counsel that the officer or governor so indemnified was not negligent or guilty of willful misconduct in the performance of duties as such officer or governor. The foregoing right of indemnification shall not be exclusive of any other right to which any officer or governor may be entitled or which may be lawfully granted to an officer or governor; the granting of such foregoing right by the Club shall be in addition to and not in restriction or limitation of any other privilege or power which the Club may have with respect to the indemnification or reimbursement of officers or governors.

Article III  Meetings of Voting Members
Section 1. Annual and Semi-Annual Meetings: There shall be an Annual Meeting, of the voting members of the Corporation to be held during the month of October at such time and place as shall be determined by the board of Governors, for the transactions of such business as may come before the meeting. There shall be a Semi- Annual Meeting of the voting members of the corporation to be held during the month of April at such time and place as shall be determined by the Board of Governors for the transaction of such business as may come before the meeting.  Notice of each Annual Meeting and Semi-Annual Meeting, stating the time and place of same, shall be sent to the last known address of all voting members at least ten (10) days prior to said meeting.   Any member may tape record or videotape Annual and/or Semi-Annual Meetings of the membership subject to the rules prescribed by the Board of Governors.
 
 
 
 
 

Section 2. Special Meetings: Special Meetings of the voting members shall be held whenever called by the Board or by 15% of the voting interests. Notice of each special meeting, stating the time, place and a description of the purpose for which the meeting is called shall be sent by mail to the last known address of all voting members at least (10) days prior to said meeting.

Section 3. Proxy: Every voting member may cast one vote, either in person or by proxy, for each lot owned in fee simple by that particular voting member, solely or jointly, or by the corporation owning the lot or lots of which he is a stockholder and the voting member thereof.

          a. The proxy must be dated, state date, time and place of the meeting for which it is given, and be signed by the voting member.  A proxy is effective only for the specific meeting for which originally given, as that meeting may be adjourned and reconvened.  A proxy automatically expires 90 days after the date of the meeting.  A proxy may be revoked at any time by the voting member who executes it.

Section 4. Quorum: At any meeting of the voting members a quorum shall consist of voting members owning jointly or solely, in fee simple, or voting members representing corporations owning in fee simple, 30% of the total voting interests in Gables Estates Subdivisions Number 2, Number 3, Number 4, Lots 14 through 21, of Block 1 of Cocoplum Section Two, Plat "A", present either in person of by proxy, and a majority  of such quorum shall decide any question that may come before the meeting.

Article IV  Membership
Section 1.  Qualifications: The qualifications for membership in this corporation shall be that a person be of good moral character and such additional qualifications as shall be prescribed by the Charter by-laws or by the Board of Governors. The membership committee shall be instructed to consider among those qualities examined in an applicant, good moral character, congeniality of the applicant and  family, and financial responsibility. In no event shall applicant be rejected on the basis of race, color, age, religion, sex, handicap, familial status or national origin.

Section 2. Voting Members: Only persons owning real property in Gables Estates Subdivisions Number 2, Number 3, Number 4, Lots 14 through 21, of Cocoplum Section One, or Lots 1 through 9, of Block 12, of Cocoplum Section Two, Plat "A", or owning stock in a corporation owning real property in any of said Subdivisions shall be eligible to become a voting member.

                a. Where two or more persons are the joint owners of real property in Gables Estates Subdivisions Number 2, Number 3, Number 4, Lots 14 through 21, of Block 1 of Cocoplum Section One, or Lots 1 through 9, of Block 12, of Cocoplum Section Two, Plat "A", one, and only one, shall become a voting member. Where two or more persons are stockholders in a corporation owning real property in any of said Subdivisions, one, and only one, shall become a voting member.

                 b. All corporations owning real property in Gables Estates Subdivisions Number 2, Number 3, Number 4, Lots 14 through 21, of Block 1, of Cocoplum Section One, or Lots 1 through 9, of Block 12, of Cocoplum Section Two, Plat "A" shall be required to annually re-certify the eligibility of their voting members.

                 c. Whenever a voting member shall cease to own real property in Gables Estates Subdivisions Number 2, Number 3, Number 4, Lots 14 through 21, of Block 1 of Cocoplum Section Two, Plat "A", or shall cease to own stock in a corporation that owns real property in any said Subdivisions, such member shall automatically be dropped from the membership roll of the Club.

Section 3. Non-Voting Members: Non-Voting members shall consist of persons in the immediate family of a voting member residing on property located in Gables Estates Subdivisions Number 2, Number 3, Number 4, Lots 14 through 21, of Block 1, of Cocoplum Section One, or Lots 1 through 9, of Block 12, of Cocoplum Section Two, Plat "A", stockholders (other than the voting member) of any corporation owing a lot, or lots in any of said Subdivisions, Tenants and lessees of property located in said Subdivisions and members of the immediate families residing on real property located in said Subdivisions.

                a. Persons in the immediate family of voting member residing on the said property shall automatically become non-voting members of the Club when the said
voting member obtains his voting membership. Stockholders (other than the voting member) of any corporation owning a lot, or lots in Gables Estates Subdivisions Number 2, Number 3, Number 4, Lots 14 through 21, of Block 1 of Cocoplum Section One, or Lots 1 through 9, of Block 12, of Cocoplum Section Two, Plat "A", and tenants and lessees of real property located in said Subdivisions, must be approved in the same manner as voting members are approved as set forth in Section 5 of this Article, in order to become non-voting members of the Club. Once a tenant or lessee is approved, the members of his immediate family residing on the real property in said Subdivision shall automatically also become non-voting members of the Club.
 
 

 b.  Whenever the voting member shall automatically be dropped from the membership roll of the Club as provided above, the membership of the non-voting member, which membership is contingent upon the membership of the voting member, shall automatically cease and terminate.

Section 4. A member, voting or non-voting, shall have no vested right, interest or privilege of, in or to the assets, functions, affairs or franchises of this corporation, or any right, interest or privilege which may be transferable or inheritable, or which shall continue after  membership ceases, or while  not in good standing.

Section 5. Manner of Admission: Every person, except as heretofore provided in the Club's Charter, desiring to become a voting member of the Club shall make written application therefor to the Secretary, giving complete information regarding the applicant's qualifications, residence address, business address, nature of business, club affiliations,  bank references, business references, and a copy of the purchase contract and any document deemed necessary by Gables Estates Club to disclose the eventual purchaser and such other information as the Board of Governors shall from time to time require along with payment of a non-refundable application fee in an amount as set forth by the Board of Governors.

               a.  In addition to the foregoing, a corporation seeking voting membership on behalf of a stockholder otherwise qualified under ARTICLE IV Section 3, of these By-Laws, shall provide a sworn, sealed statement which shall describe: (1) the business of the corporation; and (2) the relationship between the corporation and the individual nominated as its voting member.

               b.  At least two (2) voting members  in good standing with Gables Estates Club, Inc.  who are personally acquainted with the applicant shall write letters of recommendation to the Secretary.

               c. In the event an applicant is not acquainted with any members of Gables Estates Club, Inc., introductions may be arranged by the President,  other officer,  or the Secretary.
                            d. The Admissions Committee submits its recommendation to the Board of Governors. The Board of Governors may reject an applicant for cause. Approved applications for voting members shall become final when the applicant shall become owner of real property in Gables Estates Subdivisions Number 2, Number 3, Number 4, Lots 14 through 21, of Block 1 Cocoplum Section One of Lots 1 through 9, of Block 12, of Cocoplum, Section Two, Plat "A", or the owner of stock in a corporation owning real property in any of said Subdivisions, or the corporation of which the applicant is a stockholder shall become the owner of real property in any of said Subdivisions, as the case may be.
 

Section 6. Membership Not Transferable: No membership may be sold, assigned, or transferred, voluntarily or by will or by operation of law except that in the event of the death of a member, a membership may devise to the surviving spouse, or lineal descendants.  An individual voting member may transfer title to a business or other entity owned entirely by the voting member or title may be transferred from business entity or other entity to the individual voting member upon submission of an application and the payment of a transfer fee to Gables Estates Club, Inc. as established by the Board of Governors.

Section 7. Termination of Membership: Whenever any voting member shall cease to have all the qualifications necessary for admission to membership in the Club, then such membership shall terminate.

Section 8. Admissions Committee: The President shall appoint an Admissions Committee consisting of not less than three (3) and not more than seven (7) voting members of the Club, who may, but need not, be members of the Board of Governors.
Section 9. Non-Refundable Application Fee: Every applicant shall be required to pay a non-Refundable application fee, the amount of which shall be determined by the Board of Governors for each membership and may be changed from year to year by the Board of Governors.

Section 10. Annual Dues:  Every voting member shall be required to pay annual dues, the amount of which shall be determined by the Board of Governors and may be changed from year to year by the Board of Governors or by the voting members.

Article V  Loss of Property
Section 1. The Board of Governors shall not be liable or, responsible for the destruction or the loss of, or damage to the property of any member or the guest of any member, or visitor, or other person.

Article VI  Maintenance Fee
Section 1. The Board of Governors of Gables Estates Club, Inc., shall have the right and power to subject the property situated in Gables Estates Subdivisions Number 2, Number 3, Number 4, Lots 14 through 21, of Block 1 of Cocoplum Section One, and Lots 1 through 9, of Block 12, of Cocoplum Section Two, Plat "A", except streets, ways and parks, to an annual maintenance fee.  The fee will be delinquent when not paid within ninety (90) days after it becomes due. All delinquent maintenance fees shall bear interest at 18% per annum. The Maintenance fee may be adjusted  from year to year by the Board of Governors of Gables Estates Club, Inc.

The Treasurer shall forward to the Secretary of the Club a list of delinquent property owners when the owners accounts become ninety (90) days delinquent, and the Board of Governors shall be empowered to take the necessary action to cause liens to be filed against any such property owner. Upon payment of delinquent maintenance fees, the Board of Governors shall cause a Release of Lien to be executed and the member shall be responsible for the Board of Governors' reasonable attorneys fees.  In no case shall the officers of the Club be allowed to carry a delinquent account on the books of the Club without filing a lien beyond their term of office.

Any member of the Club who has notified the Club that he does not intend to pay the assessment or any member who is ninety (90) days delinquent in payment of the Club assessment, or who has a lien filed against the member's property for delinquent assessments shall not be elected to the Board of Governors.

Section 2.  The Maintenance Fund may be used: For lighting, improving and maintaining the streets and dedicated right-of-ways maintained for the general use of the owners and occupants of land included in said Subdivisions:

        For operating and maintaining any storm-water drains now or hereafter constructed in said Subdivisions that are not or will not be under the direct supervision of the State or County.

               For collection and disposing of garbage, ashes and rubbish; For employing policemen and watchmen; and

               For doing any other thing necessary or desirable, in the opinion of the Board of Governors of the Club, to keep the property neat and in good order, and to eliminate fire hazards, or, which in the opinion of the Board of Governors, may be of general benefit to the owners or occupants of the land included in said Subdivisions.
 

Section 3. Gables Estates Club, Inc., shall have a lien on all the lots in Gables Estates Subdivisions Number 2, Number 3, Number 4, Lots 14 through 21, of Block 1 of Cocoplum Section One, and Lots 1 through 9, of Block 12, of Cocoplum Section Two, Plat "A", to secure the payment of maintenance charges due and to become due, and the record owners of such lots shall be personally liable for all maintenance charges.
Upon demand, the Gables Estates Club, Inc., shall furnish to any owner or mortgagee or person interested, a certificate showing the unpaid maintenance charges against any lot or lots.

Gables Estates Club, Inc., may, in its discretion, subordinate in writing, for limited periods of time, the liens of the said Club against any lots for the benefit or better security of a mortgage.

Article VII  Notice
Section 1. Notice: Whenever, according to these by-laws, a notice shall be required be given to any member or Governors, it shall  be as described in Section 3 of Article II.

Section 2. Waiver of Notice: Any notice required to be given by these by-laws may be waived by the person entitled thereto.

Article VIII  Corporate Seal
Section 1. Corporate Seal: The Corporate seal shall have engraved thereon the following: "Gables Estates Club, Inc. Seal-Incorporated 1957 Florida." It shall remain in the custody of the Secretary and shall be  affixed to all certificates of membership of the corporation and to all instruments in writing requiring the corporate seal for complete execution. An impression thereof is directed to be affixed to these by-laws.

Article IX  Fiscal Year
Section 1. The fiscal year of the corporation shall begin on the 1st day of October, and terminate on the 30th day of September of each year.

Article X Interpretation and Amendment
Section 1. The Board of Governors shall have full power and authority to interpret these by-laws, and its decisions on all questions shall be final, binding and conclusive.

Section 2.  These by-laws, or any paragraph or section thereof, may be amended or repealed in whole or in part, by 51 percent of the voting interests at any annual, semi-annual or special meeting.

Section 3. The Board of Governors, by a majority vote, may amend or repeal these by-laws, or any part thereof, at any regular or special meeting of the Board.  Within ten (10) days of any such action having been taken, a notice of any amendment of repeal of these by-laws by the Board of Governors shall be sent to the general membership.  The voting members may veto any amendments or repeal at a special meeting called in accordance with ARTICLE III, Section 2, of these by-laws, within 60 days of the action taken by the Board of Governors.
 
 
 

Article XI
Pursuant to Section 14 of the Declaration of Protective Covenants entitled "Remedies for Violations", Gables Estates Club, Inc. in enforcing any rights or remedies for violations or breach of restrictions set forth therein, or in enforcing any provisions of the Charter and/or By-Laws of Gables Estates Club, Inc. shall be entitled to reasonable attorney's fees and costs from the party or parties in violation thereof.