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BY-LAWS
OF
THE WEKIVA HUNT CLUB COMMUNITY ASSOCIATION
ARTICLE I
NAME AND
LOCATION. The name of the corporation is THE WEKIVA HUNT CLUB
COMMUNITY ASSOCIATION, INC. hereinafter referred to as the
“Association’. The mailing address of record of the corporation is
239 Hunt Club Blvd, Suite 101 Longwood, FL. 32779. Meetings of
Members and Directors may be held at such places within the State of
Florida, County of Orange or Seminole, as may be designated by the
Board of Directors.
ARTICLE II
DEFINITIONS
Section
1. “Association” shall mean and refer to THE WEKIVA HUNT CLUB
COMMUNITY ASSOCIATION, INC., its successors and assigns.
Section
2. “Properties” shall mean and refer to that certain real
property described in the Declaration of Covenants, Conditions and
Restrictions, and such additions thereto as may hereafter be brought
within the jurisdiction of the Association.
Section 3.
“Common Area” shall mean all real property owned by the Association
for the common use and enjoyment of the Owners.
Section 4.
‘Lot” shall mean and refer to any plot of land shown upon any
recorded subdivision map of the Properties with the exception of the
Common Area.
Section
5. “Owner” shall mean and refer to the record owner, whether
one or more persons or entities, of the fee simple title to any Lot
which is a part of the Properties, 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 THE GREATER CONSTRUCTION CORP.,
a Florida corporation, UNITED ASSOCIATES, INC., a Florida
corporation, MAGNOLIA SERVICE CORPORATION, a Florida corporation,
and also THE WEKIVA HUNT CLUB, INC., a Florida corporation and
MAGNOLIA SERVICE CORPORATION, a Florida corporation, trading and
doing business as THE WEKIVA HUNT CLUB, a joint venture, its
successors and assigns if such successors or assigns should acquire
more than one undeveloped Lot from the Declarant for the purpose of
development.
Section
7. “Declaration” shall mean and refer to the Declaration of
Covenants, Conditions, and Restrictions applicable to the Properties
which is recorded among the Public Records of Seminole County,
Florida.
Section
8. “Member” shall mean and refer to those persons entitled to
Membership as provided in the Declaration.
ARTICLE III
MEETING OF MEMBERS
Section 1.
Annual Meetings. The first annual meeting of the Members
shall be held within one year from the date of incorporation of the
Association, and each subsequent regular annual meeting of the
Members shall be held on a day during April and at an hour, both to
be determined by the Board of Directors.
Section 2.
Special Meetings. Special meetings of the Members may be
called at any time by the President or by the Board of Directors, or
upon written request of one-forth (1/4) of the Members.
Section 3.
Notice of Meetings. Written notice of each meeting of the
Members shall be given by, or at the direction of, the Secretary or
person authorized to call the meeting, by mailing a copy of
such notice, postage prepaid, at least 15 days before such meeting
to such 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 the Members entitled
to cast, or of proxies entitled to cast, one-tenth (1/10) of the
votes of the membership shall constitute a quorum for any action
except as otherwise provided in the Articles of Incorporation, the
Declaration, or these By-Laws. If, however, such quorum shall not
be present or represented at any meeting, the Members entitled to
vote thereat shall have the power to adjourn the meeting, until a
quorum as foresaid shall be present or be represented.
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: TERM OF OFFICE
Section 1.
Number. The affairs of this Association shall be managed by
a Board of Directors who shall number not less than three nor more
than seven, which Directors need not be members of the Association.
Section 2.
Term of Office. Directors shall be elected for a term of
three (3) years with staggered terms to continue in the same manner
as they existed on January 1, 1981.
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
predecessor.
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 approval shall have the same effect as
though taken at a meeting of the Directors.
ARTICLE V
NOMINATION AND ELECTION OF DIRECTORS
Section 1.
Nomination. Nomination for election to the Board of
Directors shall be made by a Nominating Committee. Nominations 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
sixty (60) days prior to each annual meeting of the Members. The
Nominating Committee shall make as many nominations for 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 the Members of non-Members.
Section 2.
Election. Election to the Board of Directors shall be by
written ballot. Counting of the ballots will be by the Supervisor
of Elections and his committee, elected or appointed from volunteers
at the annual meeting. The supervisor will oversee the counting and
certify the results. 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 monthly without notice, as such place and hour as may
be fixed from time to time by the Board.
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.
Section 3.
Quorum. A majority of the number of Directors shall
constitute a quorum for the transaction of business. Every act or
decision done or made by a majority of the Directors present at a
duly held meeting at which 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
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 60 days for infraction 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-forth (1/4) of the
members;
(b)
supervise all officers, agent 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 period; and
(3)
foreclose the lien against any property for which assessments
are not paid within (30) days after due date or to bring action at
law against the owner personally obligated to pay the same.
(d)
issue, or to cause an appropriate officer to issue, upon
demand by any person, a certificate setting forth whether or not any
assessment has been paid. A reasonable charge may be made by the
Board for the issuance of these certificates. If a certificate
states an assessment has been paid, such certificate shall be
conclusive evidence of such payment;
(e)
procure and maintain adequate liability and hazard insurance
on property owned by the Association;
(f)
cause all officers or employees having fiscal
responsibilities to be bonded, as it may deem appropriate;
(g)
cause the Common Area to be maintained.
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 times 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 he shall sooner resign, or shall be removed, or
otherwise disqualified 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 at 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 the
Secretary. Such resignation shall take effect on the date of
receipt of such notice or at any later time specified therein, and
unless otherwise specified therein, the acceptance of such
resignation shall not be necessary to make it effective.
Section 6.
Vacancies. A vacancy in any office may be filled by
appointment by the Board. The officer appointed to such vacancy
shall serve for the remainder of the term of the officer he
replaced.
Section 7.
Multiple Offices. The office of Secretary and Treasurer may
be held by the same person. No person shall simultaneously hold
more than one of any of the offices except in the case of special
offices created pursuant to Section 4 of this Article.
Section 8.
Duties. The duties of the officers are as follows:
President
(a)
The President shall preside at all meeting 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 and shall co-sign all promissory notes.
Vice-President
(b)
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 him by the Board.
Secretary
(c)
The Secretary shall record the votes and keep the 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 said seal; 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
(d)
The Treasurer shall receive and deposit in appropriate bank
accounts all monies of the
Association and shall disburse such funds as directed by the Board
of Directors; shall sign all promissory notes to the Association;
keep proper books of account; cause an annual audit of the
Association Books to be made 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 represented
to the Membership at its regular annual meeting, and deliver a copy
of each to the members.
ARTICLE IX
COMMITTEES
SECTION 1
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 RECORD
The books,
records and papers of the Association shall at all times, during
reasonable business hours, be subject to inspection by any Member.
The Declaration, the Articles of Incorporation and the By-Laws of
the Association shall be available for inspection by any Member at
the principle 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 annual and special assessments which are secured by
continuing lien upon the property against which the assessment is
made. Any assessments which are not paid when due shall be
delinquent. If the assessment is not paid within thirty (30) days
after the due date, the assessment shall bear interest from the date
of delinquency at the rate of eighteen (18%) percent per annum, 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 nonuse of the Common Area or abandonment of
his Lot.
ARTICLE XII
CORPORATE SEAL
The
Association shall have a seal in circular form having within its
circumference the words: THE WEKIVA HUNT CLUB COMMUNITY
ASSOCIATION, INC. A CORPORATION NOT FOR PROFIT.
ARTICLE XIII
AMENDMENTS
Section 1.
These By-Laws may be amended, at a regular or special meeting of the
Members, by a vote of majority of a quorum of Members present in
person or by proxy.
Section 2.
In case of any conflict between the Articles of Incorporation and
these By-Laws, the Articles shall control; and in the case of any
conflict between the Declaration and these By-Laws, the Declaration
shall control.
ARTICLE XIV
MISCELLANEOUS
The fiscal
year of the Association shall begin on the first day of January and
end on the 31st day of December of every year, except
that the first fiscal year shall begin on the date of incorporation.
CERTIFICATION
I, the
undersigned, do hereby certify: That I am the duly elected and
Acting Secretary of the Wekiva Hunt Club Community Association,
Inc., a Florida corporation, and,
That the
foregoing By-Laws constitute the By-Laws of said Association, as
duly adopted at a meeting of the Board of Directors thereof, held on
the 1st day of July, 1981.
_______________________________
Secretary
AMENDMENT TO BY-LAWS
OF
THE WEKIVA HUNT CLUB COMMUNITY ASSOCIATION,
INC.
A new article
XV is hereby added to the existing By-Laws to allow the Board to
impose fines against its members:
ARTICLE XV
FINES AND PENALTIES AGAINST MEMBERS
In addition
to all other remedies available to the Association, a fine or fines
may be imposed upon a Owner for failure of an Owner, his family,
guests, invitee or employees, (hereinafter”Owner”), to comply with
the terms of any Wekiva document, including but not limited to, the
Declaration(s), Articles of Incorporation, these By-Laws and
reasonable rules and regulations, provided the following procedures
are adhered to:
(ii)
Notice and Hearing: The Association shall notify the Owner
of the alleged infraction or infractions and provide an opportunity
to be heard on the alleged infraction prior to the imposition of any
fine(s). Due to process rules shall be adopted from time to time by
the Board of Directors governing the notice and hearing. At a
minimum, the rules to be adopted by the Board must require that the
notice of the hearing include the alleged infraction, the date, time
and place the hearing will be held and require that the notice be
served on the Owner at least ten (10) days prior to such hearing.
(iii)
Penalties: If, after a full due process hearing, the Board
of Directors finds that an infraction or infractions has occurred,
it may impose fines against the Owner as follows:
(1)
First non-compliance or violation: a fine not in excess of
One Hundred Dollars ($100.00).
(2)
Second non-compliance or violation: a fine not in excess of
Five Hundred Dollars ($500.00).
(3)
Third and subsequent non-compliance, or a violation or
violations which are of a continuing nature: a fine not in excess
of One Thousand Dollars ($1,000).
(iv)
Payment of Penalties: Fines shall be paid not later than
five (5) days after notice of the imposition of the fine(s).
(v)
Collection of Fines: Fines imposed hereunder shall be deemed
an indebtedness due the Association from the Owner against whom it
is imposed, which shall bear interest at the highest lawful rate
until paid. The Association may collect said fine(s) using any
method permitted by law or in equity. Should it be necessary for
the Association to employ an attorney to collect such indebtedness,
in addition to such interest, the Association shall be entitled to
recover the costs and expenses thereof, together with a reasonable
attorney’s fee.
(vi)
Application of Penalties: All monies received from fines
shall be allocated as directed by the Board of Directors.
(vii)
Non-exclusive remedy: these fines shall not be construed to
be exclusive, and shall exist in addition to all other rights and
remedies to which the Association may be otherwise legally entitled;
provided, however, any penalty paid by the offending Owner shall be
deducted from or offset against any damages which the Association
may otherwise be entitled to recover by law from such Owner.
Adopted 04/18/94
Whc001\Whc code\Article XV Fines
PROPOSED AMENDMENT TO BY-LAWS
OF
THE WEKIVA HUNT CLUB COMMUNITY ASSOCIATION,
INC.
A new Article
XV is proposed to be added to the existing By-Laws to allow the
Board to impose fines against its members as is now permitted by
Section 617.2102, Florida Statues. (Copy attached).
ARTICLE XV
FINES AND PENALTIES AGAINST MEMBERS
In
addition to all other remedies available to the Association, a fine
or fines may be imposed upon an Owner for failure of an owner, his
family, guests, invitee or employees, (hereinafter “Owner”), to
comply with the terms of any Wekiva document, including but not
limited to, the Declaration(s), Articles of Incorporation, these
By-Laws and reasonable rules and regulations, provided the following
procedures are adhered to:
(i)
Notice and Hearing: The Association shall notify the
Owner of the alleged infraction or infractions and provide an
opportunity to be heard on the alleged infraction prior to the
imposition of any fine(s). Due process rules shall be adopted from
time to time by the Board of Directors governing the notice and
hearing. At a minimum, the rules to be adopted by the board must
require that the notice of the hearing include the alleged
infraction, the date, time and place that the hearing will be held
and require that the notice be served on the Owner at least ten (10)
days prior to such hearing.
(ii)
Penalties: If, after a full due process hearing, the
Board of Directors finds that an infraction or infractions has
occurred, it may impose fines against the Owner as follows:
(1)
first non-compliance or violation: a fine not to excess
of One Hundred Dollars ($100.00).
(2)
Second non-compliance or violation: a fine not in excess
of Five Hundred Dollars ($500.00)
(3)
third and subsequent non-compliance, or a violation or
violations which are of a continuing nature: a fine not in excess
of One Thousand Dollars ($1,000.00).
(iii)
Payment of Penalties: Fines shall be paid not later than
five (5) days after notice of the imposition of the fine(s).
(iv)
Collection of Fines: Fines imposed hereunder shall be
deemed an indebtedness due the Association from the Owner against
whom it is imposed, which shall bear interest at the highest lawful
rate until paid. The Association may collect said fine(s) using any
method permitted by law or in equity. Should it be necessary for
the Association to employ an attorney to collect such indebtedness,
in addition to such interest, the Association shall be entitled to
recover the costs and expenses thereof, together with a reasonable
attorney’s fee.
(v)
Application of Penalties: All monies received from fines
shall be allocated as directed by the Board of Directors.
(vi)
Non-exclusive remedy: these fines shall not be construed
to be exclusive, and shall exist in addition to all other rights and
remedies to which the Association may be otherwise legally entitled;
provided, however, any penalty paid by the offending Owner shall be
deducted from or offset against any damages which the Association
may otherwise be entitled to recover by law from such Owner.
Adopted 4/18/94
617.08101
Compensation of directors.—
617 617.08101
Unless the articles
of incorporation or the bylaws provide otherwise, the board of
directors may fix the compensation of directors.
History—s.. 45, ch.
90-179.
617.0820 Meetings.—
617 617.0820
(1) The board of
directors may hold regular or special meetings in or out of this
state.
(2) A majority of
the directors present, whether or not a quorum exists, may adjourn
any meeting of the board of directors to another time and place.
Unless the bylaws otherwise provide, notice of any such adjourned
meeting shall be given to the directors who were not present at the
time of the adjournment and, unless the time and place of the
adjourned meeting are announced at the time of the adjournment, to
the other directors.
(3) Meetings of
the board of directors may be called by the chair of the board or by
the president unless otherwise provided in the articles of
incorporation or the bylaws.
(4) Unless the
articles of incorporation or the bylaws provide otherwise, the board
of directors may permit any or all directors to participate in a
regular or special meeting by, or conduct the meeting through the
use of, any means of communication by which all directors
participating may simultaneously hear each other during the meeting.
A director participating in a meeting by this means is deemed to be
present in person at the meeting.
History—s.. 46, ch.
90-179; s. 87, ch. 97-102.
617.0821 Action by
directors without a meeting.—
617 617.0821
(1) Unless the
articles of incorporation or the bylaws provide otherwise, action
required or permitted by this act to be taken at a board of
directors' meeting or committee meeting may be taken without a
meeting if the action is taken by all members of the board or of the
committee. The action must be evidenced by one or more written
consents describing the action taken and signed by each director or
committee member.
(2) Action taken
under this section is effective when the last director signs the
consent, unless the consent specifies a different effective date.
(3) A consent
signed under this section has the effect of a meeting vote and may
be described as such in any document.
History—s.. 47, ch.
90-179.
617.0822 Notice of
meetings.—
617 617.0822
(1) Unless the
articles of incorporation or the bylaws provide otherwise, regular
meetings of the board of directors may be held without notice of the
date, time, place, or purpose of the meeting.
(2) Unless the
articles of incorporation or the bylaws provide for a longer or
shorter period, a special meeting of the board of directors must be
preceded by at least 2 days' notice of the date, time, and place of
the meeting. The notice need not describe the purpose of the special
meeting unless required by the articles of incorporation or the
bylaws.
History—s.. 48, ch.
90-179.
617.0823 Waiver of
notice.—
617 617.0823
Notice of a meeting
of the board of directors need not be given to any director who
signs a waiver of notice either before or after the meeting.
Attendance of a director at a meeting shall constitute a waiver of
notice of such meeting and a waiver of any and all objections to the
place of the meeting, the time of the meeting, or the manner in
which it has been called or convened, except when a director states,
at the beginning of the meeting or promptly upon arrival at the
meeting, any objection to the transaction of affairs because the
meeting is not lawfully called or convened.
History—s.. 49, ch.
90-179.
617.0824 Quorum and
voting.—
617 617.0824
(1) Unless the
articles of incorporation or the bylaws require a different number,
a quorum of a board of directors consists of a majority of the
number of directors prescribed by the articles of incorporation or
the bylaws.
(2) The articles
of incorporation may authorize a quorum of a board of directors to
consist of less than a majority but no fewer than one-third of the
prescribed number of directors determined under the articles of
incorporation or the bylaws.
(3) If a quorum is
present when a vote is taken, the affirmative vote of a majority of
directors present is the act of the board of directors unless the
articles of incorporation or the bylaws require the vote of a
greater number of directors.
(4) A director of
a corporation who is present at a meeting of the board of directors
or a committee of the board of directors when corporate action is
taken is deemed to have assented to the action taken unless:
(a) The director
objects, at the beginning of the meeting or promptly upon his or her
arrival, to holding the meeting or transacting specified affairs at
the meeting; or
(b) The director
votes against or abstains from the action taken.
History—s.. 50, ch.
90-179; s. 88, ch. 97-102.
617.0825
Committees.—
617 617.0825
(1) Unless the
articles of incorporation or the bylaws otherwise provide, the board
of directors, by resolution adopted by a majority of the full board
of directors, may designate from among its members an executive
committee and one or more other committees each of which, to the
extent provided in such resolution or in the articles of
incorporation or the bylaws of the corporation, shall have and may
exercise all the authority of the board of directors, except that no
such committee shall have the authority to:
(a) Approve or
recommend to members actions or proposals required by this act to be
approved by members.
(b) Fill vacancies
on the board of directors or any committee thereof.
(c) Adopt, amend,
or repeal the bylaws.
(2) Unless the
articles of incorporation or the bylaws provide otherwise, ss.
617.0820, 617.0822, 617.0823, and 617.0824, which govern meetings,
notice and waiver of notice, and quorum and voting requirements of
the board of directors, apply to committees and their members as
well.
(3) Each committee
must have two or more members who serve at the pleasure of the board
of directors. The board, by resolution adopted in accordance with
subsection (1), may designate one or more directors as alternate
members of any such committee who may act in the place and stead of
any absent member or members at any meeting of such committee.
(4) Neither the
designation of any such committee, the delegation thereto of
authority, nor action by such committee pursuant to such authority
shall alone constitute compliance by any member of the board of
directors not a member of the committee in question with his or her
responsibility to act in good faith, in a manner he or she
reasonably believes to be in the best interests of the corporation,
and with such care as an ordinarily prudent person in a like
position would use under similar circumstances.
History—s.. 51, ch.
90-179; s. 89, ch. 97-102.
617.0830 General
standards for directors.—
617 617.0830
(1) A director
shall discharge his or her duties as a director, including his or
her duties as a member of a committee:
(a) In good faith;
(b) With the care
an ordinarily prudent person in a like position would exercise under
similar circumstances; and
(c) In a manner he
or she reasonably believes to be in the best interests of the
corporation.
(2) In discharging
his or her duties, a director may rely on information, opinions,
reports, or statements, including financial statements and other
financial data, if prepared or presented by:
(a) One or more
officers or employees of the corporation whom the director
reasonably believes to be reliable and competent in the matters
presented;
(b) Legal counsel,
public accountants, or other persons as to matters the director
reasonably believes are within the persons' professional or expert
competence; or
(c) A committee of
the board of directors of which he or she is not a member if the
director reasonably believes the committee merits confidence.
(3) A director is
not acting in good faith if he or she has knowledge concerning the
matter in question that makes reliance otherwise permitted by
subsection (2) unwarranted.
(4) A director is
not liable for any action taken as a director, or any failure to
take any action, if he or she performed the duties of his or her
office in compliance with this section.
History—s.. 52, ch.
90-179; s. 90, ch. 97-102.
617.0831
Indemnification and liability of officers, directors, employees, and
agents.—
617 617.0831
Except as provided
in s. 617.0834, ss. 607.0831 and 607.0850 apply to a corporation
organized under this act and a rural electric cooperative organized
under chapter 425. Any reference to "directors" in those sections
includes the directors, managers, or trustees of a corporation
organized under this act or of a rural electric cooperative
organized under chapter 425. However, the term "director" as used in
ss. 607.0831 and 607.0850 does not include a director appointed by
the developer to the board of directors of a condominium association
under chapter 718, a cooperative association under chapter 719, a
homeowners' association defined in s. 720.301, or a timeshare
managing entity under chapter 721. Any reference to "shareholders"
in those sections includes members of a corporation organized under
this act and members of a rural electric cooperative organized under
chapter 425.
History—s.. 53, ch.
90-179; s. 1, ch. 94-165; s. 51, ch. 95-274; s. 55, ch. 2000-258.
617.0832 Director
conflicts of interest.—
617 617.0832
(1) No contract or
other transaction between a corporation and one or more of its
directors or any other corporation, firm, association, or entity in
which one or more of its directors are directors or officers or are
financially interested shall be either void or voidable because of
such relationship or interest, because such director or directors
are present at the meeting of the board of directors or a committee
thereof which authorizes, approves, or ratifies such contract or
transaction, or because his or her or their votes are counted for
such purpose, if:
(a) The fact of
such relationship or interest is disclosed or known to the board of
directors or committee which authorizes, approves, or ratifies the
contract or transaction by a vote or consent sufficient for the
purpose without counting the votes or consents of such interested
directors;
(b) The fact of
such relationship or interest is disclosed or known to the members
entitled to vote on such contract or transaction, if any, and they
authorize, approve, or ratify it by vote or written consent; or
(c) The contract
or transaction is fair and reasonable as to the corporation at the
time it is authorized by the board, a committee, or the members.
(2) Common or
interested directors may be counted in determining the presence of a
quorum at a meeting of the board of directors or a committee thereof
which authorizes, approves, or ratifies such contract or
transaction.
History—s.. 55, ch.
90-179; s. 91, ch. 97-102.
617.0833 Loans to
directors or officers.—
617 617.0833
Loans, other than
through the purchase of bonds, debentures, or similar obligations of
the type customarily sold in public offerings, or through ordinary
deposit of funds in a bank, may not be made by a corporation to its
directors or officers, or to any other corporation, firm,
association, or other entity in which one or more of its directors
or officers is a director or officer or holds a substantial
financial interest, except a loan by one corporation which is exempt
from federal income taxation under s. 501(c)(3) of the Internal
Revenue Code of 1986, as amended, to another corporation which is
exempt from federal income taxation under s. 501(c)(3) of the
Internal Revenue Code of 1986, as amended. A loan made in violation
of this section is a violation of the duty to the corporation of the
directors or officers authorizing it or participating in it, but the
obligation of the borrower with respect to the loan shall not be
affected thereby.
History—s.. 56, ch.
90-179; s. 57, ch. 93-281.
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