Bylaws

Bylaws Gulf Shores Association Inc.

El' 4134 BY—LAWS

CULl SHoncg ASSOCIATION, INC. A FLORIDA NON—PROFIT CORPORATION

These are the By—Laws of Gulf Shores Association Inc., a florida nan—profit corporation, hereinartar called Association, the Articles of Incorporation of which were filed in the Office of the Secretary of Stats on December 26, 1973. The Association was or administering a Condominium pursuant to the Condominium Act, and for the purpose of administering CuIf Shores, A Condominium, which is located upon land in Pinellas County, Florida, said land fully in the Declaration of Condominium for being described more Gulf Shores, A Condominium. 1.

1.1 Principal Office. The principal office of the Association shall be Gulf Boulevard, indian Shores, or at such other place as may be designated oubsoquentj.y bS' the Board of Directors.

1.2 Definitions. The basic definitions used herein shall be the same as listed in the Declaration or Condsainius or which these By—Laws are a part.

1.3 Fiscal Year, shall be the calendar year.

2.

The fiscal year or the Aseociation

Directors,

2.1 Number and Term. shall constitute the whole Board shallThe number of Directors which not be iess than three nor more than five. The Directors shall of the Owners, end lach Director shallbebeelected at the annual meeting elected and shill serve for a tire of One (i) year or until his successor shall be elected and shall qualify, Members of the Board of Directors shall be elected by a plurality or the votes cast at seating of the mambere of the Association, There shall be no cumulative voting. 2.2 Initial Directors. The initial Directors of the Association shall be the ones designated in the Articles of Incorporation, and said Directors shell manage the Condominium until the first annual meeting of the Owners. Thu initial Board of Directors shall exercise .11 powers of the Board of Directors until the first membership meeting, provided any and all of said Directors shall be subject to the event of resignation or death replacement in as herein provided.

2.3 Vacancy and If the office of any Director or vacant by reason of death, resignation, retirement, removal from office or otherwise, a majority of the remaining Directors, though l'sss than a qUorum at a special Meeting of Directors duly called for this asucceseor or successors who shall hold or? ice purpose, shall choose for the unexpired term in respect to which such vacancy occurred. For so long as the Developer owns one (1) or more apartments, a majority of the Board of Directors of the Association shall be selucted by the be selected by the Developer need not be Developer, and such members as may residents in thu building, but in no event shall the Developer select a majority of the Board of Directors for a period of longer than two (2) years from the data of ths recording of the Declaration of Condominium, 2.4 Directors may be removed by an affirmative vote of a majority of the Owners. No Director shall continue to serve on the Board, if during his term or office, his shall be terminated for any reason whatsoever.membership in the Association

EXHIBIT 9—1

''.4134

The property and business shall be manafld byPowers. nstdl5 the of the orate powers not specifically of Directors, which Assucistion may exercise all corpprohibited by statute, the Incorporation or the Declaration Certificate of are attached, or the powers of Condominium to which these set rorth in the of the Board of Directors By—Laws shall specifically Condomintum Act. The powers limited to, the include, but shall not following items: be A. - To make and collect time within which payment assessments and establish tha or the same is duo;

maintain, care for and To use and expend the assessments collected; to preserve the Apartments except for those in Condominium Property cared for and preserved by thereof which are required to be maintained, the Apartment Owners;

C.

To purchase the necessary required in the maintenance, care and preservationequipment and tools referred to above; 0. To enter into and and upon the Apartments to the—-Owner when necessar such maintenance, inconvenience as possible in connectjon cars and preservation; with

at as little

C. and kóp the manner set forth Toin insure the the- Declarationinsured Condominium Property from fire and/or of Condominium other casualty, and the against loss liability, and

in

Apartment Owners to purchase such other against public may deem advisable; insuranca as the Board or Directors F. To collect delinquent wise, abate nuisances assessments by for violation of these and enjoin or seek damages from the

suit or otherL.

fly—Laws and the terms and Apartment Owner-s. Declaration of Condominium; conditions or the C. To contract with, if deemed tenance contractor who shall a mainthe Condominium maintenance, and other Property and provide to Association, and the to such management services to contractor such powers as may be power to delegate. with the operation of the Condominium necessary in phases of the Property, and management of connection Association, including the to be certain details transferred in accordance with necessary for Apartments Condominium; the terms of the Declaratján

at

H. To employ purchase supplies and equipment workmen, janitors and gardeners and t0 enter into contracts and to with any of the foregoing in connection and generally to have the items and for other services powers 0r an deemed desirable, nection with the matters apartment house manager in conhereinabove set forth;

occupants 0f the

I. To make reasonable rules and regulations Apartments; for the

3. To do all other acts necessary as may be required that are to properly operate the reasonable and Idme to ties. Condominium from K. To hire the purpose or bringing legal attorneys and-other professionals fpr action or enforcing rights p1' and on. behalf of the actions and rights are individual condominium unit ownersin the name. such and to bring such actioncommon to all of the condominium unit owners; in the name or and on behalf condominium unit ownere. of the said:

2.6

-.

MeetIngs. . .

•

A. the Owners shall be heldThe first meeting of each Board newly elected by immediately upon adjourneentof which they are eleoted, provided the meeting at thereafter as may be practicable. a quorum shall be preaent,.or. as The annual meeting of the Board soon Directors shall be held at the of place of the Owners' meeting, \imrnediatalv after the adjournment and of same. -

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9. '.4134

B. Mo notice or a Board of be required ir the Directors meet by unanimove Directors meeting shall written consent. The Directors may, by resolution, duly adopted, establish regular Monthly, quarter—annual or sen—annual meetings. ir such is adopted, no notice or such regular meetings or the Board orresolution Directors shall be required. C. Special meetings of the Board may the President on five (5) days' notice to each Director. be called by Special meetings shall be called by the President or Secretary in a like manner and on like notice on the written request of three (3) Directors. 0. At all meetings of the Baird, a majority of the Directors shall be necessary and sufficient to constitute the transaction of buelness, and the actof a majority of a quorum for Board of' Directors pres.nt at any meeting at which there is a quorumthe shall be the act or the Board or Directors, except as may be otherwise epecificelly provided by statute, the Certificate of Incorporation, these By—Laws or the Declaration of Condominium. if a quorum shall not be present in any meeting of Directors, the Directors thereat may adjourn the seating from time to time without noticepresent other than announcement at the meeting until a quorum shall be present.

2.7 Parliamentary Rules or Order (latest edition) shall cavern the conduct of corporate when not in conflict with the Articles of Incorporation and proceedings By-Lace of the Corparation or with the Statutes of the State or Florida. 3.

3.1 Executive Officers. The executive officers of the Association shall be a Praeident, Vice President, Treasurer and Secretary, all of whom shall be elected annually by said Board. Any two of said off icon way be united in one person, except that the President shall not also be the Secretary or an Assistant Secretary or the Corporation. If the Hoard so deteraines, there may be more than one .Vice—Presjdent.

3.2 Mopointive Officers. The Board or Directors May appoint such other officers and agents as they may deem necessary who shall hold orrice during the pleasure of the Hoard or Directors and have such authority and perform such duties as from time to time May be prescribed by said Board.

after

3,3 Election, The Board of Directore at its first meeting each annual Meeting of Owners shall elect the officers.

3.4 Term. The officers of the Association shall hold office until their successors are chosen and qualify in their stead. Any officer elected or appointed by the Board of Directors may be removed, for cause, at any time by the affirmative vote of a majority of the whole Beard of Directors. 3.5

Prefldant.

A. The Presidunt shall be the chief executive officer of the Association; he shall preside at all Meetings of the Owners and Directors; shall be ax officio member of all standing committees; shall have general and active management of the business of the Association, and shall see that all orders and resolutions of the Boatd of Directors are carried into effect; B. He shall execute bonds, mortgages and other contracts requiring a seal, under the seal by the Association, except where the earns are required or permitted by law to be otherwise signed and executwd and except where the signing and execution thereof' shall be expressly delegated by the Board of Directors to other officer or agent of the Association. -

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"4134 mvusvj A. The Secretary shall keep the Member meetings and of the Board minutes of the or Directors' meetings in One inure books provided rot that or purpose; B. He shall that all notices accordance with the Provisions orsee are duly given in these By—Laws or as required by law; C. He shall be Custodian and or the seal of the Association and shall Association is afrixeci to all documents, the behalf or the Association under its seal, is ance with the Provisions of these By—Laws.

or the cQrporate records see that the seal of' the execution or which on duly authorized in accord.

0. He shall keep a register of the addresses or each Owner, which post office shall be furnished to the Secretary by such Owner,

3.7 The Vice President vested with all the Powers and required The Vice President shall be to perform all the duties of the President in his absence, and such other duties as may by the Board or Directors. be prescribed 3.8

The Treasurer,

A. The Treasurer accounts of receipts and disbursementsshall keep full and accurate in books belonging to the Association, and shalr deposit all monies and other valuable effects in the name and to the credit of the Association in such depositori05 as may be designated by the Board or Directors, the corporation or these By—Laws; Articles of InB. He shall disburse the runde of the as ordered by the Board, taking Association proper vouchers for such disbursements, and shall render to the President, and Directors, at ings or the Board, or whenever they the regular meetmay require it, an account of all his transactions as Treasurer and of the financial condition or the Association; C, He may be required to give the Association bond in the sum and with one a or more sureties Board, for the faithful performance satisfactory to the of the duties the restoration to the Association, or his office, and in case of his death, resignation or removal from office, of all Property of whatever kind in hisbooks, papers, vouchers, money or other poseession belonging to the Asseciation

3.9 Vacancies. If the office of any Director, or of President, Vice President, Secretary the or Treasurer, or one or more, becomes vacant by reason of death, resignation otherwise the Directors, by a majority or vote or a quorum or the Board of Directors provided for in these By—Laws, may choose successors who shall hold office for a successor or the unexpired term4

3.10

Any Directors or officers mayreeign his office at any time, such resignation to be made in writing, and to take effect from the time of less some time be fixed in the its receipt by the Association, unThe acceptance or a resignation resignation, and then from that date. shall not be effective. make it 4.

Membership. 4.1

That Memuer designated by the Owner or Owners (as recorded in the Public Hecords of Pinellas

County,

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h.i4134 'AGUIS?

Florida),

of a vested present interest in an majority interest in such Owning the Apartment, one vote. shall have the right to cast The shall be made by the Secretary or the Association in writing a statement filed with Continue to cast the vote for and said person all such Owners of interest in shall single a until such time designated as the voting member. as another person Properly There shall never be more voting members than the number of Apartments in this Condominium. The failure to rile the aforementioned written statement Secretary prior to an Owners' with the meeting will result in depriving specific Owners of an the or

vote,

4.2

Vote one Person, all of the ownersIn the event ownership is in more in such membership shall entitled collectively to only -one vote in the management of be tion and the vote may not be divided between plural single membership. Owners of a

than

4.3

In the event the Owner Apartment is not a natural person, or an the subject entity shall designate a natural person who shall be entitled to Occupy the a member or the procedures set forth in the Association subject the Declaration of Condominium andtothese By—Laws.

5.

P)ernbership.

5.1

Place. All meetings of the Association be held at the office of the Association membership as may be Stated in the notice. or such other place shall

5.2 ,&flflwllffleetin Owners of the Association shall

annual meeting of the

be held as may be decided by the initial Board of Directors. Thereafter, the annual meeting of the Association will be held on the first monday the first annual meeting or the month in which of the Owners was held. Monday rails on a legal holiday, If the first then the meeting

will

the next secular day.

held on

5.3

At least ten days before the Owners' meeting, a complete list of annual said election arranged numerically individuals entitled to vote at by apartment resident of each, shall be prepared units, with the by the Secretary, shall be kept by the Secretary Such lists and shall be open to examination any Member during said ten day period, by 5,4 for any purpose or purposes, unlessSpecial meetings of the Owners, or by the Articles of Incorporation otherwise proscribed by statute may be called by the President or Secretary at the request, in writing, of a majority of the Board of Directors, or at the request, in writing, of 25 percent. of the Ownirs who must collectively own at least 25 percent of the common elements. A.

Notice,

uirittennoticeof a special meeting of Owners stating the time, place and object thereof, shall be served upon or mailed to each individual entitled to vote thereat, at such addresses as appear on the books of the Association, at least five (5) days before such meeting; business transacted -at all special meetings shall be confined to the objects stated in the notice

thereof,

5.5

Right to Vote,

At any meeting of the Owners' every shall be entitled to vote in person Such proxy shall only- be valid for such meeting or subsequent adjourned meetings thereor. Owner having the right

or by proxy,

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"4134 tARII9S 5.6

is

tp

at any meeting, a quorum majority of the vote When entitled to vote present in the of the £fldividuals person shall decide any question brought or represented by written proxy before the meeting, unless question is one upon which, by. the Statute8, the Declaration, the express provision or the Florida Articles of Incorporation By—Laws, a different or of these provision shall governvote is required, in which case such express

and control the decision of such question.

Fifty..one percent (51%) of the ownership together with the Common Slements thereto, of Association appurtenant present in person or by proxy, requisite to and shall be a quorum at all meetings Owners for the transaction or of the by statute, by the Articles of business, except as otherwise provided Incorporation If, however, such by these By—Laws. quorum shall not be present or Or represented at any meeting of the Owners, the in person or represented by members entitled to vote thereat, present written proxy, shall have journ the meeting frqm time to power to adtime, without notice other than announcement at the 'nesting, until a quorum shall be present or represented. At such adjourned meeting at which a quorum shall be present or represented business may be transacted have been transacted at any which might the meeting originally called. of

the

5.8

Waiver

and Whenever the vote of a meeting is required or at permitted by any provision or the Articles of Incorporation of the. Statutes or of these By—Laws in connection with any action to be taken of the Association, vote or Owners may be dispansuri the meeting and with if all the Owners have been entitled to vote upon the who would meeting were held shall consent in action of such meeting if such wri-tkng to such action being taken. 6.

Notice5.

6.1 Definition Whenever under the provisions Statutes or of the Articles or of the Incorporation or of these By—Laws, notice is required to be given to not be construed to mean personal any Director or Owner, it shall notice, but such notice may be given in writing by wail, by depositing the same in a post office or letter box in a postpaid, sealed wrapper, addressed as appears on the books of the Association.

6.2 Service of Notice.. Waiver Whenever any notice is required to be given under the provisions of the Statutes Article3 of Incorporation, or of the in writing, signed by the or of these By—Laws, a waiver thereof, person or persons Whether before or after the time entitled to such notice, stated therein, shall be deemed the thereof, 7.

7.1 plaintain

Secretary.

The Secretary

or the Association shall a register in the Association ofrice showing the name and of members.

membership

7.2 or

Any application for the transfer of of interest in

for a conveyance

lease of an Apartment shall be accompanied an Apartment or a by an application fee in the amount of Twenty..five

dollars or contacting the references given by (125.00) to cover the cost the applicant and such other qbsts of inve3tigation that may be incurred by the Board of Directors. If a management contract with the management Contractor is in existence, this fee shall be payable to the management Contractor for its services in connection with the screening or and the ifianagement applicant, Contractor is not prohibited rrom an increasing \saicl charge in the event it becomes rbasonable fur it to do so.

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4j34 PACC1199

'•3

Apartments. The Association shall maintain a suitable register for the of mortgaged Apartments. In the event notice or default recording is given any Member under an applicable provision or the By—Laws, Articles of tion, or the Declaration, a copy of such notice shall 'be mailed to the registered mortgagee. 8. Rules and ReQulations In accordance with the Declaration, the Association establish rules and regulations as may be necessary from time shall to time. The rules-and regulations attached hereto shall be the rules followed by the Owners or the Apart.. mont Building until changed or modified by the Board of Directors. 9. B—Laws The By—Laws of the Association may be altered, amended or repealed, unless specifically prohibited herein, at any regular or special meeting of the Owners by a 75% vote of all Owners or the Association, and provided that notice of said membership meeting has been given in accordance with these By—Lass and that the notice as aforesaid contained a full statement of the proposed amendment. No modification or amendment to the Laws shall be valid unless set forth Byas a duly recorded Amendment to the Declaration of I

END UI BY—LAWS

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v. '.4134 PAOEL200

STATE.

OF FLORIDA,

DEPARTMENT OF STATE

I,

RICHARD (DICK) STONE, Secretary of Stataof the State of Florida, do hereby certify that the following isa true and correct copy of CERTIFICATE OF INCORPORATION OF

GULF

SHORES ASSOCIATION, INC.

a corporation not for profit organized and Oxistijfijjidor the Laws of the State of Florida, flied on the 26th day of December, A.D., 19 as shown by the records of this office.

GIVEN under my hand and the Great Seal

of

the

State

of

Florida, at

—. —.

;L

Tallahassee

the

Capital,

this

-

3rd

day of

A.D., 1974. .—.

.'i.

SECRETARY OF STATE

cot p.94 329•12

January,

the