2023-08-17 V. A. #23-010-TRC, Exhibit 1, Declaration & CCR, Articles, & Bylaws This instrument was prepared by
and after recording return to:
Sean M.Ellis,Esquire
Roetzel&Andress,LPA
2320 First Street,Suite 1000
Fort Myers,FL 33901
(239)337-3850
[Space Above This Line For Recording Data]
DECLARATION OF COVENANTS,CONDITIONS AND RESTRICTIONS
FOR
MALLARD LANDING
HOLIDAY BUILDERS,INC.,a Florida corporation(hereinafter referred to as the"Declarant"),is
the fee simple owner of the lands more particularly described on Exhibit"A"(the"Properties").
Declarant is the owner of the Properties,a residential planned development consisting of residential
and other related facilities as shown on the Plat(the"Project").For the purpose of enhancing and protecting
the value, attractiveness and desirability of the residential units and remainder of the Project constituting
such development,Declarant hereby declares that all of the Properties and each part thereof shall be held,
sold and conveyed subject to the following easements, covenants, conditions and restrictions that shall
constitute covenants running with the land and shall be binding on all parties having any right, title or
interest in the Properties, or any part thereof, their heirs, successors and assigns, and shall inure to the
benefit of each owner thereof.
1. DEFINITIONS. References used in this Declaration and its recorded exhibits shall have
the definitions set forth in Chapter 720, Florida Statutes (the "Act"), as it exists on the date of recording
this Declaration.
1.1. "Architectural Planning Criteria" means and refers to any architectural planning
criteria from time to time established by the Declarant or by the Board for the Properties governing the
type, style,and other characteristics of improvements to be constructed within the Project.
1.2. "Architectural Reviewer" means and refers to the individual or committee
empowered to implement and enforce the Architectural Planning Criteria.
1.3. "Association"means and refers to Mallard Landing of Okeechobee Homeowners'
Association, Inc.,a Florida non-profit corporation, its successors and assigns.
1.4. "Board"means and refers to the Board of Directors of the Association.
1.5. "Builder"means and refers to Holiday Builders,Inc.,a Florida corporation,or any
other Owner given the status of"Builder"by Declarant,subject to approval of all other Builders.
1.6. "Common Area"means and refers to all real and personal property(including the
improvements thereto)now or hereafter owned,dedicated to,and/or maintained by the Association for the
common use and enjoyment of the Owners. The Common Area includes, without limitation, the Surface
Water Management System,all dedicated private easements and tracts as shown on the Plat or described in
this Declaration,and corresponding infrastructure,all entrance area monuments and private sign easement,
any recreational facilities,any private mail kiosk tract,all private open space,landscape easements,and all
other areas of the Properties intended for the common use and enjoyment of the Owners.The Declarant and
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the Board have the power to designate which areas of the Properties are Common Areas from time to time.
The Common Areas shall be owned and/or maintained by the Association, unless dedicated, accepted
and/or maintained by the County for the common use and enjoyment of the Owners,in accordance with the
purposes for which they are intended, but no such use and enjoyment shall hinder, diminish, destroy, or
encroach upon the lawful rights of the Owners. Notwithstanding the generality of the foregoing, pursuant
to the Plat,the roadways serving the Lots are public rights-of-way dedicated to the County on the Plat.Such
rights-of-way will be maintained by the County, and therefore are not considered a Common Area, unless
the County refuses to accept such dedication, and the roadway tracts are conveyed in fee simple to the
Association.
1.7. "County"means and refers to Okeechobee County,Florida.
1.8. "Declarant" means and refers to HOLIDAY BUILDERS, INC., a Florida
corporation. Whenever this term is used in this Declaration, the Articles or Bylaws of the Association, it
shall always be deemed to include any successor in interest to the Declarant's rights and obligations,
provided that such is evidenced by a written instrument and recorded in the Public Records of the County.
Any or all of the Declarant's rights and obligations may be assigned,in whole or in part,from time to time,
to other parties. The Declarant may allow other parties to exercise, on a one-time or limited basis, any
Declarant rights without transferring or relinquishing all of such rights, and in such case, a recorded
instrument shall not be required. Unless otherwise provided in a written assignment,the assignment of all
of the Declarant's rights and obligations shall not result in the Declarant relinquishing its rights with respect
to the real property it owns,nor being relieved of its obligations that accrued as of such date.The Declarant
shall not be liable for acts or omissions made by or on behalf of a successor Declarant.
1.9. "Declaration"means and refers to this Declaration of Covenants, Conditions and
Restrictions.
1.10. "Governing Documents"means and refers to this Declaration,and the Articles of
Incorporation,Bylaws,any Rules and Regulations,and any Architectural Planning Criteria. In the event of
a conflict in the interpretation of the Governing Documents, they shall be applied in the order of priority
stated above.
1.11. "Guest"means and refers to any person who is physically present in or occupies a
home on a temporary basis at the invitation of the Owner or other legally permitted occupant, without the
payment of consideration.
1.12. "Institutional Mortgagee" means and refers to the mortgagee or assignee of a
mortgage against a Lot or other portion of the Properties, which mortgagee or assignee is a bank, savings
and loan association,mortgage company,real estate or mortgage investment trust,pension or profit sharing
trust,the Federal Housing Administration,the Veterans Administration,any agency of the United States of
America,or any other public or private corporation engaged in the business of guaranteeing or insuring first
mortgage loans, and their successors and assigns. An "Institutional Mortgage" is a mortgage held by an
Institutional Mortgagee encumbering any such property.
1.13. "Lease"means and refers to the occupancy of the Lot by any person other than the
Owner,whether pursuant to verbal or written agreement,where said occupancy by the non-owner involves
consideration(the payment of money,the exchange of goods or services, or any other exchange of value),
and shall specifically include, but not be limited to, arrangements such as those facilitated by Airbnb,
FlipKey, VRBO, HomeAway, and similar companies or organizations regardless of whether the
arrangements are classified as a rental,a license,or anything other than a lease.
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1.14. "Lot"or"Lots"means and refers to one or more of the platted parcels of land into
that the Project has been subdivided according to the Plat,upon each of which a home has been or will be
constructed. Wherever herein the term "Lot"or is used, it shall be interpreted as if followed by the words
"and home constructed thereon"except where the context clearly requires otherwise.
1.15. "Member"means and refers to all persons who are members of the Association as
provided in this Declaration,and in the Articles of Incorporation and Bylaws of the Association.
1.16. "Occupant"means and refers to any person who is physically present in the home
for one or more nights, including staying overnight."Occupy"means the act of being an occupant.
1.17. "Owner"or"Owners"means and refers to any person or persons,entity or entities,
who are the record owner(s)of a recorded fee simple interest in and to any Lot or home in the Properties.
The Declarant is an Owner,so long as it owns any Lots.
1.18. "Permit" or "Permits" means and refers to one or more of the zoning, land use,
development, water management, wetlands and other approvals, permits, orders, consents and the like
issued by Okeechobee County, the Florida Department of Environmental Protection("FDEP"),the South
Florida Water Management District ("SFWMD"), the State of Florida or any agency thereof or any other
governmental authority relating in any manner to the Properties and Project and the use,development, and
occupancy thereof.
1.19. "Plat" means and refers to the subdivision plat or plats of the Properties, as
recorded in the Public Records of Okeechobee County,Florida.
1.20. "Properties" means and refers to all the real property that is subject to this
Declaration,as described on Exhibit"A".
1.21. "Rules and Regulations"means and refers to any rules and regulations governing
use of the Properties or Lots, and procedures for administering the Association and the Properties, as
adopted,amended,or rescinded by the Board from time to time.
1.22. "Sales Center"means and refers to any area and facilities located or to be located
within the Properties and to be used by the Declarant or a Builder for the marketing of Lots and/or homes.
1.23. "Surface Water Management System" means and refers to the surface water
management system serving the Properties, including without limitation all Conservation Easements, if
any, berms,drainage easements, lakes, lake maintenance easements,wetland and other preserve areas and
all water management, drainage and related facilities and infrastructure located on, over, under and across
the same or otherwise comprising a portion of the drainage system serving the Properties. The "Surface
Water Management System" also means a system that is designed and constructed or implemented to
control discharges necessitated by rainfall events, incorporating methods to (i) collect, convey, store,
absorb, inhibit, treat, use, or reuse water; or(ii)prevent or reduce flooding, over-drainage, environmental
degradation,and water pollution,or otherwise affect the quantity and quality of discharges from the system
as permitted pursuant to the Florida Administrative Code.
1.24. "Turnover Date"has the meaning given to it in Section 11.1 of this Declaration.
1.25. "Voting Interest" means and refers to the voting rights of Members of the
Association who are entitled to cast votes in Association affairs,as set forth in Section 2.5 below.
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2. ASSOCIATION; MEMBERSHIP; VOTING RIGHTS. The Association shall be
responsible for administration and management of the Properties, including without limitation the
maintenance, repair, replacement, and operation of all Common Areas. The Association shall perform its
functions pursuant to the following:
2.1. Articles of Incorporation. A copy of the Articles of Incorporation of the
Association is attached as Exhibit"B".
2.2. Bylaws. The initial Bylaws of the Association shall be the Bylaws as attached as
Exhibit"C".
2.3. Delegation of Management. The Association may contract with a management
agent to assist the Association in carrying out its powers and duties by performing such functions as,without
limitation, submission of proposals, collection of assessments, keeping of records, and enforcement of
covenants and rules,with funds made available by the Association for such purposes.The Association and
its officers shall,however,retain at all times the powers and duties provided in the Governing Documents.
2.4. Membership. Every person or entity who is a record Owner of a fee interest in any
Lot located upon the Properties shall be a Member,except that if a Lot is subject to an agreement for deed,
the purchaser in possession shall be considered the Owner for purposes of determining voting and use
rights. Membership shall be appurtenant to, run with, and may not be separated from, the real property
interest upon which membership is based.
2.5. Voting Interests. The Members of the Association are entitled to one(1)vote for
each Lot owned by them. The vote of a Lot is not divisible. The right to vote may be denied because of
delinquent assessments. If a Lot is owned by one natural person, his right to vote shall be established by
the record title. If a Lot is owned jointly by two or more natural persons who are not acting as trustees,that
Lot's vote may be cast by any one of the record Owners. If two or more Owners of a Lot do not agree
among themselves how their one vote shall be cast, that vote may not be counted for any purpose. If the
Owner of a Lot is not a natural person or is a trustee, the vote of that Lot shall be cast by any officer,
director,partner,or trustee,as the case may be.
2.6. Approval or Disapproval of Matters. Whenever the decision or approval of the
Owner of a Lot is required upon any matter, whether or not the subject of an Association meeting, such
decision or approval may be expressed by any person who could cast the vote of such Lot as provided in
Paragraph 2.5 above if present in person at an Association meeting,unless the joinder of all record Owners
is specifically required.
2.7. Termination of Membership. The termination of membership in the Association
does not relieve or release any former Member from any liability or obligation incurred under or in any way
connected with the Association during the period of his membership, nor does it impair any rights or
remedies that the Association may have against any former owner or member arising out of or in any way
connected with such ownership and membership and the covenants and obligations incident thereto.
2.8. Association As Owner of Lots. The Association has the power to purchase Lots
and to acquire and hold, lease, mortgage, and convey them, subject to the approval of a majority of the
Board.
2.9. Membership Roster. The Association shall maintain a current roster of names and
mailing addresses of Owners and primary Occupants. A copy of the up-to-date roster shall be available to
any Owner upon request.
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2.10. Board of Directors. Except as otherwise specifically provided by law or by the
Governing Documents,the Association shall act through its Board of Directors and its officers,and no vote
of the Members shall be required. The Officers and Directors of the Association have a fiduciary
relationship to the Members.
2.11. Powers and Duties. The powers and duties of the Association include those set
forth in this Declaration,the Articles of Incorporation,and the Bylaws,and those provided in Chapters 617
and 720, Florida Statutes, as applicable, to the extent not inconsistent with the foregoing documents, and
shall without limitation specifically include the following:
(A) The Association shall have the power to acquire, purchase,own, sell,and
convey property, including, without limitation,the Common Areas.
(B) The Association shall have the power and responsibility to operate,repair
and maintain the Common Areas, including the Surface Water Management System, as set forth in this
Declaration, as the same are permitted pursuant to the Permits and by the governmental authorities that
have issued the Permits, from time to time. The Association shall pay the cost of discharging the above
responsibilities.
(C) The Association shall have the power and authority to establish Rules and
Regulations from time to time, as more particularly set forth herein or in the Articles of Incorporation and
Bylaws.
(D) The Association shall have the power and authority to assess Members as
hereinafter described and to enforce such assessments as hereinafter described.
(E) The Association shall have the power to contract for services to provide
for the operation and maintenance responsibilities of the Association and the other duties and obligations
of the Association.
(F) The Association shall have the power to contract and to sue and be sued.
(G) The Association shall have all other powers necessary to effectuate the
purposes for which it is formed and to perform its duties and obligations, as such purposes, duties and
obligations are defined and described in this Declaration and the other Governing Documents.
(H) The Association shall have the power and duty to maintain certain portions
of the Lots,as may be more particularly described herein.
(I) The Association shall be responsible for paying the cost of performing its
duties and obligations under this Declaration and shall have the power to assess the Owners therefor.
(J) In the event any of the Common Area shall be conveyed to the
Association,the Association shall provide for the maintenance and protection of the Common Area for the
Association and the benefit of the Owners; provided, however,that the Association shall also provide for
the maintenance and protection of all other Common Areas as well.
3. COVENANT FOR ANNUAL AND SPECIAL ASSESSMENTS.
3.1. Creation of Lien and Personal Obligation for Assessments. Subject to the
limitations of Section 3.3 below, the Declarant, for each Lot within the Properties, hereby covenants, and
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each subsequent Owner of any Lot (including any purchaser at a judicial sale), by acceptance of a deed
therefor,whether or not it shall be so expressed in such deed, is deemed to covenant and agree to pay to the
Association:
(A) The Lot's prorata share of annual assessments based on the annual budget
adopted by the Association; and
(B) The Lot's prorata share of special assessments not provided for by annual
assessments;and
(C) Any charges against less than all of the Lots ("Individual Lot
Assessment")where specifically authorized in this Declaration or the Bylaws and levied against the Lot.
(D) If adopted by the Board or required by the Declarant in connection with
Lot sales,upon the transfer of any Lot(excluding transfer from the Declarant to a Builder),the buyer shall
pay at closing to the Association a capital contribution in the amount equal to such amount as is adopted by
the Board of Directors from time to time. Said capital contribution shall be a onetime contribution to the
working capital fund of the Association and in no way shall be treated as a prepayment of Assessments
charged to that Lot. Without limitation, such funds may be used by the Declarant or the Association as
additional working capital,to pay expenses of the Association,may be expended for capital improvements
to the Common Area, and may be used to purchase personal property for use by the Association or the
Owners.
Assessments shall be established and collected as provided herein and in the Bylaws. The annual
and special assessments and charges,including any Individual Lot Assessment,together with interest,costs,
and reasonable attorney's fees shall bind each Lot against which they are levied,the Owner of the Lot,and
the Owner's heirs, devisees, personal representatives, successors and assigns. In any conveyance of title,
voluntary or otherwise,the transferee shall be jointly and severally liable with the transferor for all unpaid
assessments coming due prior to the time of such conveyance, without prejudice to the rights of the
transferee to recover from the transferor the amounts paid by the transferee therefor.
The assessments levied by the Association shall be used to promote the recreation, health, safety
and welfare of the residents of the Properties; for the improvement, maintenance, repair, protection, and
operation of the Common Area, and for the carrying out of the other responsibilities and obligations of the
Association.
3.2. Share of Assessments. Except as otherwise provided below, each Lot and the
Owner thereof shall be liable for an equal share of all annual and special assessments, such share being a
fraction of the whole, the numerator being the number"one" and the denominator being the total number
of Lots within the Properties as to which Lot assessments have commenced.
3.3. Commencement and Collection of Annual and Special Assessments. The
assessments provided for herein shall commence as to each Lot as of the date of conveyance of the Lot to
an Owner other than Declarant. No Lot shall be or become subject to or required to pay the assessments
provided for hereunder until such time as it has been conveyed by the Declarant to the first Owner other
than Declarant,which shall be prorated accordingly.The Board shall fix the amount of any annual or special
assessment against each Lot and shall fix the dates such amounts become due.Annual assessments shall be
due and payable quarterly (unless the Board establishes otherwise) in advance. The Association shall, on
demand, and for a reasonable charge, furnish a certificate signed by an officer of the Association setting
forth whether all assessments against the specific Lot have been paid.
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3.4. Establishment of Liens. Any and all assessments and charges levied by the
Association in accordance with the provisions of this Declaration or any of the Governing Documents,
together with interest at the highest rate allowed by law, and collections costs and reasonable attorneys'
fees (including, but not limited to attorneys' fees and costs related to a mortgage foreclosure or affecting
the Lot or bankruptcy of an Owner) are hereby declared to be a charge and continuing lien upon the Lot
against which each such assessment or charge is made, and shall also be the personal obligation of the
Owner of each Lot assessed.This lien shall relate back to the date of recording of this Declaration and shall
be superior to all rights and interest of others acquired after that date, except to the extent otherwise
expressly set forth herein. This lien shall be superior to any homestead rights the Owner may acquire.No
Owner may exempt himself from personal liability for assessments and charges, or release the Lot owned
by him from the liens and charges hereof,by waiver of his rights,or by abandonment of his Lot. Said lien
shall be perfected upon the recording in the Public Records of Okeechobee County,Florida,of a Claim of
Lien by the Association,setting forth the amount and due date of each unpaid assessment as of the date the
Claim of Lien is recorded.A Claim of Lien shall secure payment of all assessments and charges due at the
time of recording (including interest, costs and attorney's fees as provided above), as well as all
assessments, and charges, late fees, interest, costs and attorneys' fees, coming due subsequently, until the
Claim is satisfied, or a final judgment of foreclosure obtained. Upon full payment of all sums secured by
that Claim of Lien,the party making payment is entitled to a satisfaction in recordable form.
3.5. Priority of Liens. The foregoing notwithstanding, unless provided to the contrary
in the Act,the Association's lien for unpaid assessments shall be subordinate and inferior to the lien of all
taxes and other levies that by law would be superior thereto.Except for the Association's claims and rights
under the Act that shall be superior to the rights of a First Institutional Mortgagee under an Institutional
Mortgage,that claims and rights include,without limitation,an Institutional Mortgagee's obligation to pay
to the Association unpaid assessments, interest, late fees, attorneys' fees and costs, including attorneys'
fees and costs related to a mortgage foreclosure affecting the Lot or bankruptcy of the Owner,and otherwise
to the maximum extent set forth in the Act,the Association's lien shall be subordinate and inferior to the
lien of any recorded Institutional Mortgage, unless the Association's Claim of Lien was recorded prior to
the Institutional Mortgage,but the Association's lien shall be superior to,and take priority over, any other
mortgage or lien regardless of when recorded.The Association's lien is effective from and shall relate back
to the date that the Declaration was originally recorded.Any lease of a Lot shall be subordinate and inferior
to the lien and any Claim of Lien of the Association, regardless of when the lease was executed. A
mortgagee in possession, a receiver, a purchaser at a foreclosure sale or other judicial sale, or a mortgagee
that has acquired title by deed in lieu of foreclosure, and all persons claiming by, through or under such
purchaser or mortgagee, shall hold title subject to the liability and lien of any assessment or charge coming
due after taking title.Any unpaid assessment or charge that cannot be collected by reason of the provisions
of this Section shall be treated as a special assessment divided equally among, payable by, and assessed
against all Lots, including the Lot as to which the foreclosure (or conveyance in lieu of foreclosure)took
place.
3.6. Collection of Assessments. If any Owner fails to pay any assessment, charge, or
installment thereof, within ten(10) days after the same becomes due,then the Association shall have any
or all of the following remedies,to the extent permitted by law,which remedies are cumulative and are not
in lieu of,but are in addition to,all other remedies available to the Association:
(A) To charge interest on such assessment or charge,from the date it becomes
due until paid, at the highest rate allowed by law, as well as to impose a late payment penalty of Twenty-
Five Dollars($25.00).A late fee is not subject to the provisions of Chapter 687,F. S.and is not a fine.
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(B) To accelerate the due date for the entire remaining unpaid amount of the
annual assessment and any special assessment against the Owner's Lot for the remainder of the calendar
year notwithstanding any provisions for the payment thereof in installments.
(C) To file an action in equity to foreclose its lien.The lien may be foreclosed
by an action in the name of the Association in the same manner as provided in Section 720.3085 of the Act,
as amended from time to time.
(D) To bring an action at law for a money judgment against the Owner without
waiving any foreclosure rights of the Association.
(E) If an Owner is delinquent for more than ninety (90) days in paying any
monetary obligation due to the Association,to levy reasonable fines,or may suspend the Owner's right to
use common areas or common facilities until the monetary obligation is paid, except for that which must
be used to access the Lot, utility services or parking. Any such fines or suspension shall be imposed in
accordance with the requirements of the Act.
(F) If an Owner is delinquent for more than ninety (90) days in paying any
monetary obligation due to the Association,to suspend the voting rights of the Member until the monetary
obligation is paid.Any such suspension shall be imposed in accordance with the Act.
(G) As an additional right and remedy of the Association, upon default in the
payment of Assessments as aforesaid and after thirty(30)days'prior written notice to the applicable Owner
and the recording of a claim of lien, the Association may declare the Assessment installments due for the
remainder of the budget year in which the claim of lien was filed to be accelerated and immediately due
and payable.
(H) If a Lot is occupied by a tenant and the Owner is delinquent in paying any
obligation due to the Association,the Association may make written demand on the tenant to pay directly
to the Association the future monetary obligations related to the Lot, and the tenant must make such
payment. Such demand shall be continuing in nature and the tenant must continue to pay the monetary
obligations until the Association releases the tenant or the tenant discontinues its tenancy,provided that the
tenant shall not be liable for any increase in monetary obligations due unless the tenant was notified in
writing of the increase at least ten(10)days before the date on which rent is due. If the tenant fails to make
such payment the Association may sue for eviction under Sections 83.59-83.625,Florida Statutes,as if the
Association were a landlord thereunder, however, the Association is not otherwise considered a landlord
under Chapter 83 of the Florida Statutes and shall have no duties thereunder.
3.7. Certificate. The Association shall, within fifteen (15) days of request for same,
furnish to any Owner liable for assessments, purchaser of a Lot,or actual or proposed mortgagee of a Lot,
a certificate in writing signed by an officer of the Association, setting forth whether all assessments and
charges have been paid.Except with respect to an Owner of the Lot holding title to a Lot when a certificate
is furnished,such certificate shall be conclusive evidence of payment of any assessment and charges therein
stated to have been paid.
3.8. Declarant Subsidy. Notwithstanding any provision of this Declaration or the
Association's Articles or Bylaws to the contrary,until the Turnover Date(as defined in Section 11.1 hereof)
or earlier termination as provided in this Section, the Declarant shall not be obligated for, nor subject to,
any annual, special or other assessment for any Lot that it may own, provided the Declarant shall be
responsible for paying the difference between the Association's expenses of operation and revenues
received by the Association from annual and special assessments levied against any Lots and all other
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income to the Association or sources of revenue. Such difference,herein called the"deficiency,"shall not
include any reserve for replacements, operating reserves, depreciation reserves, capital expenditures or
special assessments.The Declarant has not created any reserve funds under Chapter 720 and does not intend
to create any statutory reserve accounts. The Declarant may at any time give a written termination notice
to the Association terminating its responsibility for the deficiency and waiving its right to exclusion from
annual assessments. Upon giving such notice and, in any event, on and as of the Turnover Date, the
Declarant and each Lot owned by it shall thereafter be subject to assessment(prorated as to the remainder
of the year, if applicable)in the same manner as all other Members as set forth in this Article and no longer
liable for the "deficiency". In any event, upon the transfer of the last Lot owned by the Declarant, the
Declarant shall not be obligated for the"deficiency."
4. ARCHITECTURAL AND AESTHETIC CONTROL.
4.1. Necessity of Architectural Review and Approval.No Owner shall make or permit
the making of any alterations or additions to his Lot or the Common Area, or in any manner change the
exterior appearance of any portion of the home, without first obtaining the written approval of the
Architectural Reviewer, which approval may be denied if the Architectural Reviewer determines that the
proposed modifications or alterations would adversely affect,or in any manner be detrimental to the Project
in part or in whole. Any glass, screen, curtain, blind, shutter, awning, or other modifications, additions or
installations that may be installed where visible from outside the home, are subject to regulation by the
Architectural Reviewer. The installation of hurricane shutters shall be subject to regulation by the
Architectural Reviewer. No Owner may alter the landscaping of the Common Area in any way without
prior approval of the Architectural Reviewer.
4.2. Architectural Review. The architectural review and control functions of the
Association shall be administered and performed by the Architectural Reviewer. Until the Turnover Date,
the Declarant shall be the Architectural Reviewer and shall have the exclusive right to exercise architectural
review under this Section.Declarant may delegate its reserved rights hereunder to any entity, including the
Board of Directors or an Architectural Review Committee appointed by the Board of Directors, in which
case the delegate shall be deemed the Architectural Reviewer.
4.3. Powers and Duties of Architectural Reviewer. The Architectural Reviewer shall
have the following powers and duties:
(A) To enact modifications and/or amendments to Architectural Planning
Criteria. Any modification or amendment to Architectural Planning Criteria shall be consistent with the
provisions of this Declaration.Notice of any modification or amendment to Architectural Planning Criteria,
including a verbatim copy of such change or modification, shall be delivered to each member of the
Association; provided that the delivery of a copy of the modification or amendment to Architectural
Planning Criteria shall not constitute a condition precedent to the effectiveness or validity of such change
or modification.
(B) To require submission of one (1) complete set of all plans and
specifications for any improvement or structure of any kind, including without limitation, any building,
fence, wall, sign, site paving, grading,parking and building additions, alteration, screen enclosure, sewer,
drain,disposal system,decorative building, landscaping, landscape device or object or other improvement,
the construction of placement of which is proposed upon any Lot or portion of the Properties,together with
a copy of any required governmental permits. The Architectural Reviewer may also require submission of
samples of building materials and colors proposed for use on any Lot or the Properties and may require
such additional information as reasonably may be necessary for the Architectural Reviewer to completely
evaluate the proposed structure or improvement in accordance with this Declaration and the Architectural
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Planning Criteria. Reviews shall be coordinated with required governmental approvals. The Architectural
Reviewer shall have thirty(30)days to respond once a complete set of plans and specifications have been
submitted. Failure to respond within said thirty(30)days shall be deemed an approval.
(C) To approve or disapprove any improvement or structure of any kind,
including without limitation, any building, fence, wall, sign, site paving, grading, pools, parking and
building additions, alterations, screen enclosure, sewer, drain, disposal system, decorative building
landscaping, landscape device or object, or other improvement or change or modification thereto, the
construction, erection, performance or placement of which is proposed upon any Lot or portion of the
Properties and to approve or disapprove any exterior additions, changes, modifications or alterations
(including, but not limited to, changes in exterior colors, finishes and materials) therein or thereon. All
decisions of the Architectural Reviewer shall be in writing and may,but need not be,made by a certificate
in recordable form.
(D) To approve or disapprove any change, modification or alteration to any
improvement or structure as hereinabove described,and the plans and specifications if any upon which such
change modification or alteration is based, prior to commencement of construction of such change,
modification, or alteration. If any improvement or structure as aforesaid shall be changed, modified or
altered without prior approval of the Architectural Reviewer of such change,modification or alteration,and
the plans and specifications therefore, if any, then the Owner shall upon demand, cause the improvement
or structure to be restored to comply with the plans and specifications, originally approved by the
Architectural Reviewer and shall bear all costs and expenses of such restoration, including costs and
reasonable attorney's fees of the Architectural Reviewer or the Association. The Architectural Reviewer
shall be specifically empowered to grant variances from the covenants, conditions and restrictions as
contained herein and as are deemed reasonable, required, or necessary to meet the needs of the particular
building site.
(E) To adopt a schedule of reasonable fees for processing requests for approval
or proposed improvements.Such fees,if any,shall be payable to the Architectural Reviewer,in cash,at the
time that plans and specifications are submitted to the Architectural Reviewer. In the event such fees, as
well as any other costs or expenses of the Architectural Reviewer pursuant to any other provisions of this
Article are not paid by the Owner,they shall become a lien on the Owner's Lot.
(F) To monitor construction to verify compliance with the provisions hereof
and any approvals and conditions of the Architectural Reviewer.
4.5 Declarant Construction.The provisions of this Article shall not apply to Declarant.
Declarant reserves the right to alter the plan of development and architectural style of the Properties and
homes as it deems desirable in its sole discretion.
5. EASEMENTS.
5.1. Utility and Service Easements. The Declarant (during any period in which the
Declarant has any ownership interest in the Properties) and the Association shall each have the right to
grant such electric, telephone, cable television, gas, water, sewer, irrigation, drainage, central service,
ingress and egress easements or other easements over, under, in and upon the Properties in favor of
Declarant, the Association, and their respective designees, and appropriate utility and other service
corporations or companies, and to relocate any existing easements in any portion of the Properties as the
Declarant or the Association shall deem necessary or desirable, for the proper operation and maintenance
of the Properties,or any portion thereof, for the general health or welfare of the Owners,for the purpose of
carrying out any provisions of this Declaration or for other purposes deemed appropriate and reasonable by
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the Declarant or the Association. Such easements,or the relocation of existing easements, may not prevent
or unreasonably interfere with the use of the property burdened thereby.Each Lot and other portions of the
Properties shall be subject to an easement in favor of all other portions of the Properties,to locate utilities
and provide drainage and support and to use, maintain, repair, alter and replace any common walls,
structural supports,roofs, pipes, wires, ducts, vents, cables, conduits, public utility lines and other similar
or related facilities serving other portions of the Properties.Each public or private utility company benefited
by any utility easement created by any Plat or this Declaration shall own all utility facilities operated by it
in the utility easement and be responsible for maintaining such facilities, including without limitation all
cable, electric, sewer, potable water, and irrigation facilities. The Association shall be benefited by any
utility easement located within the Properties, whether or not so expressed in the plat or other document
creating any such easement and shall own any utility facilities (including without limitation irrigation
facilities)owned by it within any such easement. The surface of all utility easements shall be maintained
by the Association or other Owner of the Properties that owns such surface, in accordance with the other
terms of this Declaration.
5.2. Lateral and Subjacent Support. Each portion of the Properties shall be subject to
an easement in favor of adjoining portions of the Properties for lateral and subjacent support.
5.3. Access and Other Easements.The Properties have been subdivided pursuant to the
Plat.The roadways,as shown on the Plat,and the utility easements created pursuant to the Plat,are intended
in all cases to serve all of the Properties,unless otherwise directed by the Declarant.
5.4. Drainage Easements.Declarant reserves in favor of the Association a blanket non-
exclusive easement and right on,over, under and through the ground within the Properties to maintain and
correct drainage of surface water and other erosion controls. This easement includes the right to cut any
trees,bushes or shrubbery,grade soil,or to take any other action reasonably necessary for health, safety or
appearance or to comply with governmental requirements. The Association shall notify affected Owners
(except in an emergency) and shall restore the affected property to its original conditions as nearly as
practicable. This easement may be exercised by the Association. Without limiting the generality of the
foregoing language,the Owner of each Lot shall maintain in good and operational condition and repair the
areas of the Owner's Lot constructed or approved for use as part of the Surface Water Management System.
Fences or other structures shall not be installed in Drainage/Access Easements (Public or Private). These
easements shall be accessible at all times. Fences or other structures in these easements shall not impede
stormwater flow.
6. MAINTENANCE; IMPROVEMENTS.
6.1. Maintenance by Owner.The maintenance,repair and replacement of any Lot shall
be the individual Owner's responsibility. Each Owner shall also be responsible for the general appearance
of its property and to keep the same in good order and repair at all times.Each Owner is responsible for the
lawn and landscaping on his Lot,to include regular lawn cutting,trimming of plants and shrubs on a regular
basis and,where necessary,replacement of lawns,plants,and shrubs,including all portions of the Owner's
Lot that lies within a private easement as created by the Plat_All Owners owning Lots adjoining Common
Areas shall be required to install grass or landscape to the edge of the water or vegetation located in the
Common Area,and to maintain such grass or landscaping,regardless of the where the exact boundary line
lies between the Lot and Common Area.The Owner is also responsible for his own driveways.Every Owner
of a Lot is hereby prohibited from: (i)temporarily or permanently filling the Surface Water Management
System facilities located underneath the improvements constructed on their Lot with dirt or any type of fill
material;(ii)parking vehicles or storing items under the improvements constructed on their Lot unless such
parking or storing does not interfere with the Surface Water Management System located on their Lot;and
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(iii)blocking or impeding the flow of stormwater into the portion of the Surface Water Management System
located on their Lot by construction of walls, fences,or other improvements.
6.2. Maintenance by the Association.The responsibility of the Association is to repair,
maintain and replace any and all improvements and facilities located upon the Common Areas.Maintenance
includes,but is not limited to,the following: cleanup, upkeep of any sidewalks,parking areas,recreational
facilities,entry features and signage,maintaining lawn and landscaping within the Common Areas.
(A) Open Space and Buffers; Private Drainage Easements. Any property
conveyed or dedicated to the Association that is designated as open space, landscape easement/buffer,
preserve area, or conservation area on any plat, permit, or other document recorded in the Public Records
of the County, shall be preserved and maintained by the Association in a natural open condition. The
Association or any subsequent owner shall not do anything that diminishes or destroys the open space,
buffer, preserve area, or conservation area, and such areas shall not be developed for any purpose except
that which improves or promotes the use and enjoyment of such areas as open space. Notwithstanding the
public nature of these facilities,the Association has the right to enter and perform maintenance within the
private drainage easements and any other private easements or private tracts created by the Plat as deemed
necessary by the Association,but at all times subject to the Permits or other local governmental regulations
applicable to such areas.
(B) Surface Water Management System.Except as otherwise provided herein,
the Association shall own, operate, and be responsible for maintaining in perpetuity the Surface Water
Management System, including dedicated lake tracts, lake maintenance or drainage easements, and
corresponding infrastructure, as follows. Operation and maintenance and re-inspection reporting shall be
performed in accordance with the terms and conditions of the SFWMD Permit.
(1) Non-exclusive easements for drainage,access and maintenance as
depicted on the Plat are hereby reserved in favor of the Association, and such easements may not be
removed from their intended use by subsequent owners or others. No permanent building or structure of
any kind shall be constructed by any owner within that portion of any unit designated on the Plat as a
drainage easement.
(2) No construction activities may be conducted relative to any
portion of the Surface Water Management System Facilities.Prohibited activities include but are not limited
to:digging or excavations;depositing fill,debris or any other material or item;constructing or altering any
water control structure; or any other construction to modify the Surface Water Management System
Facilities. If the project includes a wetland mitigation area, as defined by the SFWMD,or a wet detention
pond, no vegetation in these areas shall be removed, cut, trimmed, or sprayed with herbicide without
specific written approval from the SFWMD. Construction and maintenance activities which are consistent
with the design and permit conditions approved by the SFWMD in the SFWMD Permit may be conducted
without specific written approval from the SFWMD.
(3) The SFWMD shall have the right to take enforcement measures,
including a civil action for injunction and/or penalties, against the Association to compel it to correct any
outstanding problems with the Surface Water Management System Facilities.
(4) If the subdivision has on site wetland mitigation which requires
ongoing monitoring and maintenance in accordance with the rules and regulations of the SFWMD, the
Association shall allocate sufficient funds in its budget for monitoring and maintenance of the wetland
mitigation area(s)each year until the SFWMD determines that the area(s)is successful in accordance with
the SFWMD Permit.
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(5) If the Association ceases to exist,all of the Owners shall be jointly
and severally responsible for operation and maintenance of the surface water management system facilities
in accordance with the requirements of the SFWMD Permit,unless and until an alternate entity acceptable
to the SFWMD assumes responsibility for the operation and maintenance for the surface water management
system facilities in accordance with the requirements of the SFWMD Permit.
(6) Any land subjected to this Declaration and designated as open
space,buffer, landscape buffer,preserve area, Conservation Area, or words of similar import on any plat,
declaration of covenants and restrictions, site plan, Permit or other document shall be preserved and
maintained by the Owner of such land as open space. If such land or an easement over such land has been
conveyed or dedicated to this Association or is a portion of the Common Areas, the Association shall
preserve and maintain such land unless otherwise provided in this Declaration.No development may occur
on such land except structures or improvements which promote the use and enjoyment of the land for open
space purposes.
6.3. Completion of Properties. Declarant may and intends to undertake the work of
developing all of the Properties. The completion of that work, or the sale, lease, or other disposition of
homes constructed thereon, is essential to the establishment and welfare of the Properties as an ongoing
residential community. In order that such work may be completed and the Properties established as a fully
occupied residential community as soon as possible, nothing in this Declaration shall be understood or
construed to prevent the Declarant, or the employees, contractors or sub-contractors of Declarant, or of
Declarant's designees by written instrument recorded in the Public Records of the County (if any), from
doing whatever they may determine to be reasonable,necessary or advisable for the completion of the work
and the establishment of the Properties as a residential community.
6.4. Enforcement of Maintenance. If the Owner of a portion of the Properties fails to
maintain it,as required in this Declaration,the Association shall have the right to institute legal proceedings
to enforce compliance or may take any and all other steps necessary to remedy such violation, including
but not limited to entering the Owner's property, with or without consent of the Owner. The Association
may repair,replace,or maintain any item that constitutes a hazard to other property or residents,or that has
a material adverse effect on the appearance of the Properties.Any expenses so incurred by the Association
shall be assessed against the Owner and Lot as an Individual Lot Assessment, together with reasonable
attorney's fees and all other expenses of enforcement.
6.5. Negligence;Damage Caused by Condition of the Lot.The Owner of each Lot shall
be personally liable for the expenses of any maintenance, repair or replacement made necessary by his
negligence or by that of any member of his family or his guests, employees, agents, or lessees; but such
liability shall be limited to the extent that such expenses are not met by the proceeds of insurance available
to the injured person.
6.6. Alterations and Additions to Common Areas. Material alterations or substantial
additions to the Common Areas may be undertaken and funds necessary levied as special assessments by
the Association only upon approval by a majority of the Board of Directors and,prior to the Turnover Date,
the Declarant.
6.7. Roadway Dedicated to the County. The County will be responsible for the
maintenance, operation,and repair of those portions of the Surface Water Management System consisting
of the roadway improvements(for example,but without limitation,pavement,asphalt,and/or curbing)that
are located within the roadway tract dedicated to the public by the Plat.The Association will be responsible
for maintaining certain other drainage facilities located within the platted roadway tract but located outside
the physical roadway improvements, including any "undrains," in accordance with the SFWMD Permit.
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The Association and the Owners are hereby reserved an easement for drainage over and within said roadway
and drainage tracts. Any repair or reconstruction of the Surface Water Management System shall be as
permitted or, if modified, as approved by the County, SFWMD,or FDEP.
7. INSURANCE. The Association shall obtain and maintain adequate insurance for the
Association property(with provisions for deductibles)as follows:
(A) Casualty. To the extent that there is Association property containing any
improvements,the coverage shall afford protection against loss or damage by fire or other hazards covered
by a standard extended coverage endorsement,and such other risks as are customarily covered with respect
to improvements on the Association property, including, but not limited to, flood (if required by law),
vandalism, or malicious mischief. All or any part of such coverage may be extended to include the
Association's personal property as the Board may deem desirable.The Association shall act as agent of the
Owners and shall adjust all losses on their behalf.
(B) Liability. Premises and operations liability for bodily injury and property
damage in such limits of protection and with such coverage as are determined by the Board of Directors.
(C) Directors and Officers. The Association shall carry D & 0 Insurance in
such limits of protection and with such coverage as are determined by the Board of Directors.
8. GENERAL COVENANTS AND RESTRICTIONS.
8.1. Use Restrictions. The Properties shall be used for single-family residences,
Common Areas, and other uses permitted by Declarant and for no other purposes. No business buildings
may be erected on any portion of the Properties and no business may be conducted on any part thereof,
unless the Board otherwise approves.Notwithstanding the above provisions,the Declarant may, in its sole
discretion, use or permit portions of the Properties to be used or maintained as Sales Centers or as one(1)
or more model homes.
8.2. Building Setback Lines. All structures shall conform to the requirements of the
County,the Permits,the Governing Documents,and any architectural review criteria adopted by Declarant
or the Board, including without limitation as to minimum lot area and width, setbacks, height and number
of stories and distances between buildings. The setbacks for all Lots are as stated on the Plat.
The Declarant and,after the Turnover Date,the Board may,so long as compliance
with the Permits and applicable law is maintained and/or all necessary prior approvals or variances from
such Permits and applicable laws and regulations have been obtained, (i)grant variances from the County
standards or the Governing Documents and, without limitation, may establish specific setbacks as to any
Lot or other portions of the Properties, including without limitation corner Lots, with individual
characteristics rendering the standard setbacks improper or impractical; (ii) establish other setback lines
and other standards for the Properties; or (iii) grant licenses to allow encroachments into any private
drainage easements or private tracts on the Plat.
8.3. Leasing. An Owner may lease his Lot without prior Board approval of tenants,
subject to the restrictions and conditions contained in this Section. Only entire homes may be leased. The
minimum leasing period is one hundred eighty-one (181) days. All leases must and shall be deemed to
contain the agreement of the tenant(s) to abide by all of the restrictions contained in the Governing
Documents and shall be deemed to provide that a violation thereof is grounds for damages,termination and
eviction and that the tenant and the Owner agree that the Association may proceed against either the Owner
or the tenant and that the Owner or the tenant shall be responsible for the Association's costs and expenses,
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1
including attorney's fees and costs, secured by a lien against the Lot. No individual rooms may be rented
and no transient tenants may be accommodated. "Rent-sharing," "room for rent," and subleasing are
prohibited. No Owner, their heirs, successors and/or assigns shall do anything to cause the Association or
any Lot to be deemed a public lodging establishment or other transient establishment under Federal or
Florida law or local ordinance.No Owner nor anyone on their behalf shall publish or cause to be published
any advertisement, notice, solicitation, or communication of any type in any form of media, including but
not limited to television, radio, internet website,newspaper, magazine, or trade publication,that indicates
or suggests that a Lot may be leased for any period less than 181 continuous days, anything less than the
'entire home on the Lot may be leased, separate rooms within the home may be leased separately, or a Lot
may be leased on a timeshare basis. Publication of daily or weekly rates for lease of a Lot shall constitute
a violation of this provision. The Board has the power to adopt, amend and repeal rules and regulations
governing Leases of Lots.
8.4. Nuisance. No noxious or offensive activity shall be carried on upon any Lot or
other portions of the Properties, nor shall anything be done that is or may become a reasonable source of
annoyance or nuisance to other residents.
8.5. Temporary Structures. No structure of a temporary character, including, but not
limited to,trailer,tent, or shack, shall be used on any portion of the Properties at any time as a residence,
either temporarily or permanently.
8.6. Garages. No garages shall be converted to residential use or use other than as
originally designed with the exception of conversion of a garage by the Declarant or a Builder Model Home
for use as a temporary sales office.
8.7. Signs.No Owner other than Declarant or a builder may post or display any sign in
public view on a Lot or on the Common Areas or other portions of the Properties,without the prior written
consent of the Association.Notwithstanding the foregoing,Owners may place one(1)small sign in a single
location indicating the security/alarm company protection for the Lot, if any; and when a Lot is actively
being marketed for sale Owners may place one(1)"For Sale"sign on the lawn of their Lot.
8.8. Appearance;Refuse Disposal.After closing of title,each Owner shall keep his Lot
free and clear of weeds, underbrush,unsightly growths,trash and debris and shall reasonably maintain his
Lot. No Lot shall be used or maintained as a dumping ground for rubbish. Trash, garbage or other waste
shall not be kept except in sanitary containers suitably stored in the enclosed garage of homes or as
otherwise permitted by the Association.All equipment for the storage or disposal of such material shall be
kept in a clean and sanitary condition.No garbage incinerators shall be permitted. This provision shall not
be interpreted to restrict the necessary construction activities of a Builder in any way.
8.9. Maintenance. The Declarant and all Owners and builders shall care for vacant or
unimproved Lots or portions of the Properties they own, respectively, remove and destroy tall grass,
undergrowth, weeds and rubbish therefrom, and do any other things and perform any labor necessary or
desirable in the judgment of the Declarant to keep the unimproved portions of the Properties owned by it
in good order. The Association shall have the right to repair any structure or improvement on any portion
of the Properties that constitutes a danger or nuisance or is in unsightly disrepair,provided that the Owner
thereof is given reasonable notice of the Association's intent to do so and an opportunity to cure, which
notice reasonably specifies the proposed action.The Association shall charge the expense of same against
the Owner of said Lot or Lot as an Individual Lot Assessment, which charge shall be a lien on the Lot,
which lien may be foreclosed and shall also secure the Association's attorneys' fees and other costs in
connection with said foreclosure.
Page 15 of 40
8.10. Awnings, Window Coverings and Hurricane Shutters. Awnings, hurricane
shutters,window film(including reflective film),and other window shading or decoration and any similar
equipment shall be subject to the prior approval and control of the Architectural Reviewer as set forth in
Article 4 of this Declaration. Roll-down or accordion style hurricane shutters must be installed inside the
exterior walls of homes except to the extent they are within screened lanais or porches.
8.11. Fences. No fence, wall, or other similar structure shall be erected on any Lot,
except as originally installed by Declarant, and except any approved by the Board of Directors of the
Association or the Architectural Reviewer as set forth in Article 4 of this Declaration. No hedge over six
(6)feet in height,measured from the ground on which its stands,shall be constructed or maintained on any
Lot,except that the Declarant and the transferee of Declarant may vary or exceed such height in constructing
a fence in accordance with existing architectural plans.The Board of Directors may adopt additional Rules
and Regulations or Architectural Review Guidelines regarding the style,material,color,height,or location
of fences and hedges.No Owner may install a fence that blocks or impedes the flow of stormwater into or
through the Surface Water Management System located, or that interferes with the maintenance of the
Surface Water Management System.
8.12. Landscaping.The landscaping on the Common Area,including without limitation,
the trees, shrubs, lawns, flower beds, walkways and ground elevations, shall be maintained by the
Association. No landscaping on the Common Area shall be installed, cut down, destroyed or removed
without the prior written approval of the Board or the Architectural Reviewer as set forth in Article 4 of
this Declaration. All Lots and other improved areas are to be sodded. No artificial grass, plants, or other
artificial vegetation shall be placed or maintained upon the exterior portion of any Lot or other portion of
the Properties,unless approved by the Board or the Architectural Reviewer as set forth in Article 4.
8.13. Outside Lighting.Except as may be initially installed by Declarant or a Builder for
marketing or construction purposes, no spotlights, floodlights, or other outdoor lighting shall be placed or
utilized upon any portion of the Properties that in any way will allow light to be reflected on any other
property or the improvements thereon without the written authorization of the Board as set forth in Article
4 of this Declaration.
8.14. Commercial Activities.No business or commercial activity shall be conducted on
the Properties except the Declarant's or a Builder's construction of improvements, operation of a sales
center, and the promotion and holding of special events.The Declarant or Board of Directors may, in their
sole discretion, grant variances from the foregoing restriction to allow a"home occupation"to the extent
allowable under the zoning and other ordinances and regulations of the County and,further,subject to such
standards, rules and regulations as the Board may establish.Notwithstanding the foregoing,the Declarant
may,in its sole discretion,permit portions of the Properties to be sold or maintained as sales offices or one
(1)or more model homes.
8.15. Pets.No animals, livestock or poultry of any kind shall be raised, bred or kept on
any Lot, Tract or on the Common Areas; however, dogs, cats and other household pets may be kept in a
Lot subject to such Rules and Regulations as may be adopted by the Board from time to time as long as
they are not kept, bred or maintained for commercial purposes. If, in the sole judgment of the Board, it is
determined that a pet is causing excessive disturbance and annoyance to other occupants,the Owner may
be asked to remove the pet from his Lot.All animals shall be on leash or carried when outside the Owner's
Lot.The pet owner shall immediately remove and properly dispose of any pet litter deposited on any portion
of the Properties.
8.16. Parking and Storage of Vehicles.No vehicle shall be parked within the Properties
except on a paved driveway or within a garage;parking on the roads or grass is prohibited.Vans and pick-up
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trucks may be parked on driveways, provided that, the following shall be considered commercial vehicles
that may not be kept on the Properties:vehicles with over two(2)axles,vehicles with a fifth wheel intended
for the towing of trailers,or vehicles with a height of over ten(10)feet, including without limitation,semi-
tractor trailers,tow trucks,moving vans, furniture vans, or any vehicle or truck that displays any signage,
tools or equipment that is of a commercial nature, or any vehicle or truck that is primarily designed to be
used for commercial purposes regardless of how it is being used by the owner of the vehicle.For the purpose
of this Section, the term "kept" shall mean present for a period of twenty-four (24) hours. Boats, boat
trailers, campers, travel trailers, mobile homes, recreational vehicles, motor homes and the like, any
vehicles not in operable condition and validly licensed, and any trailers used for the purpose of towing
vehicles, commercial vehicles, commercial equipment, landscaping equipment and the like, shall only be
permitted to be kept within the Properties, in excess of twenty-four (24) hours, if such are kept inside a
garage and concealed from public view.An officer of the Association may grant temporary variances from
the restrictions in this Section.
None of the foregoing restrictions shall apply to commercial vehicles, pick-up
trucks or other vehicles that may be utilized by Declarant, any Builder, or their contractors and
subcontractors.
8.17. Antennae and Flagpoles.Antennas and satellite dishes are prohibited, except that
(a)antennas or satellite dishes designed to receive direct broadcast satellite service that are one (1)meter
or less in diameter (b) antennas or satellite dishes designed to receive video programming services via
multi-point distribution services that are one(1)meter or less in diameter;or(c)antennas or satellite dishes
designed to receive television broadcast signals,("Reception Device")shall be permitted,provided that the
Reception Device is located so as not to be visible from outside the Lot, or is located on the side or rear
yard of the Lot.The Association or Architectural Reviewer may require that a Reception Device be painted
or screened by landscaping in order to blend into the Lot and to the maximum extent feasible, removed
from view from the street and other Lots.A flagpole shall not be used as an antenna. The installation and
display of flagpoles and flags shall be subject to regulation by the Association or Architectural Reviewer,
but no Owner shall be prevented from displaying any flags expressly allowed by the Act.
8.18. Radio Equipment. No ham radio, CB base station, or other radio, cable or
electronic transmission equipment of any nature visible from the exterior of any portion of the Properties
shall be permitted within the Properties unless approved by the Architectural Reviewer or Board.
8.19. Utilities.
(A) All utilities provided to the Properties will be by means of underground
transmission lines,cables and pipes.No overhead transmission lines or cables will be permitted within the
Properties except to the extent they are or have been installed pursuant to rights pre-existing this
Declaration.
(B) Any fuel or power source that requires outside storage tanks of any kind
must be approved in writing by the Declarant, Board or the Architectural Reviewer prior to installation.
Any such installation will also require appropriate screening(as approved by the Declarant, Board or the
Architectural Reviewer)to conceal the storage tanks.
(C) All solar heating or solar power apparatus must conform to the standards
set forth in the HUD intermediate Minimum Property Standards Supplement, Solar Heating,and Domestic
Water Systems. No solar energy collector panels or attendant hardware or other energy conservation
equipment shall be constructed or installed unless it is an integral and harmonious part of the architectural
design of a structure,as reasonably determined by the Association or Architectural Reviewer. Solar arrays
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may not be installed on a yard or lawn. This provision is not intended to prohibit the use of solar energy
devices.
8.20. Lawn Equipment.Playground equipment and other lawn equipment,including,but
not limited to grills,swings,merry-go-rounds,tents,play pens,sandboxes and toys,may be located only in
the rear yard of the respective Owner's Lot,within the side setbacks.
9. ENFORCEMENT OF COVENANTS AND ABATEMENT OF VIOLATIONS.Every
Owner and the Owner's tenants,guests and invitees as well as the Association are governed by and shall at
all times comply with all the covenants, conditions, restrictions and other provisions of the Governing
Documents. Violations of the Governing Documents should be reported immediately in writing to a
member of the Board.Before undertaking any remedial,disciplinary or enforcement action against a person
alleged to be in violation, the Association shall give the alleged violator reasonable written notice of the
alleged violation, except in emergencies. Disagreements concerning violations, including, without
limitation, disagreements regarding the interpretation and effect of the Governing Documents, shall be
presented to and determined by the Board,whose interpretation of the Governing Documents and/or whose
remedial action shall control.If any person,firm or entity subject to the Governing Documents fails to abide
by them,as they are interpreted by the Board of Directors of the Association,that person shall be liable to
be fined by the Association for each such failure to comply or other violation as more particularly set forth
in Section 9.3 below.
9.1. Legal Action.
(A) Actions at law or in equity,or both,to redress an alleged failure or refusal
to comply with the Governing Documents or Chapter 720, Florida Statutes, may be brought by the
Association or by any Member against: (i) the Association, including without limitation, for the
Association's failure to properly maintain the Common Areas as provided herein; (ii)a Member; (iii) any
director or officer of the Association who willfully and knowingly fails to comply with the foregoing; and
(iv)any tenants,guests or invitees using the Common Areas. The prevailing party in any such litigation is
entitled to recover attorney's fees and costs, including appellate fees and costs. This subsection does not
deprive any person or entity of any other available right or remedy and is in addition to, and not in lieu of,
any other provision of the Governing Documents regarding the enforcement of the Governing Documents.
(B) Judicial enforcement of the covenants and restrictions of this Declaration
may be by an action at law or in equity against any person or persons violating or attempting to violate any
covenant or restriction,either to restrain violation or to recover damages,or against the land to enforce any
lien created by these covenants. Failure of the Association or any Owner to enforce any covenant or
restriction herein contained shall in no event be deemed a waiver of the right to do so thereafter. If such
action is instituted, the Association shall, in addition, be entitled to recover its costs and attorney's fees
incurred if it is the prevailing party.
9.2. Entry by Association. Violation of any conditions or restrictions,or the breach of
any covenant herein contained or contained in any of the Governing Documents shall also give the
Declarant, its successors and assigns, and/or the Association and its authorized agent or representative, in
addition to all other remedies, the right to enter upon the Lot or other area where such violation or breach
exists and summarily abate and remove, at the expense of the Owner of the land, any construction or other
violation that may be or exist thereon.The Declarant,its successors and assigns and/or the Association and
its authorized agents shall not thereby become liable in any manner for trespass,abatement or removal.
9.3. Fines; Suspension of Right to Use Common Areas. The Association may, in
addition to all other rights and remedies set forth herein or in the other Governing Documents,suspend,for
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a reasonable period of time,the rights of an Owner or his tenants,guests or invitees,or both,to use Common
Areas (other than roadways, which are not Common Areas) and may levy a fine against an Owner or his
tenants, guests or invitees, for violation by the Owner or his tenants, guests or invitees of any covenant,
restriction, rule or regulation contained herein or in the other Governing Documents or promulgated
pursuant to the Governing Documents.The fine shall not exceed$100 per day,up to$2,000 for a continuing
violation. A fine may be levied on the basis of each day of a continuing violation,with a single notice and
opportunity for a hearing. The determination as to whether a violation is continuing in nature,will be made
by the Board,subject to the fining committee's approval.
(A) Notice. The Association shall notify, in writing, the Owner of the nature
of the alleged violation or violations and the proposed penalties.Included in the notice shall be the date and
time of a hearing,at which time the Owner shall have the right to present reasons why penalties should not
be imposed.The notice shall be given to the Owner at least fourteen(14)days prior to the hearing.
(B) Hearing. The facts of the alleged violations shall be presented to a
committee appointed by the Board("Hearing Committee")after which the Owner shall have a reasonable
opportunity to present his defenses and reasons why penalties should not be imposed. The Hearing
Committee,by majority vote,shall approve or disapprove the proposed penalty at the hearing.The Hearing
Committee must have at least three(3)members(each of whom must be Members)and no members of the
Hearing Committee may be an officer,director or employee of the Association or the spouse,parent,child,
brother or sister of such an officer,director or employee. If the Hearing Committee,by majority vote, does
not approve the proposed penalty, it may not be imposed.
(C) The requirements of(A)and(B)do not apply to the imposition of fines or
suspension of use rights in the Common Areas upon a Member because of failure of the Member to pay
annual or special assessments or Individual Lot Assessments.
(D) Fines imposed against a Member or his tenants,guests or invitees shall be
deemed an Individual Lot Assessment against the Member's Lot.
9.4. Suspension of Voting Rights. The Board may suspend the voting rights of a
Member for the non-payment of regular annual assessments that are delinquent in excess of ninety (90)
days in accordance with Florida Statutes.
9.5. Enforcement by Owners and Beneficiaries.Each Owner and other beneficiaries of
the dedicated Properties and corresponding infrastructure shall have the legal right to enforce the
maintenance covenants contained in the Declaration against the entity responsible therefore.
10. DECLARANT RIGHTS AND DUTIES. Notwithstanding any other provisions to the
contrary contained in this Declaration:
10.1. Use by Declarant. Until the Declarant has completed all of the contemplated
improvements and has sold all of the Lots in the Properties, neither the Owners nor the Association, nor
their use of the Lots, shall unreasonably interfere with the completion of the contemplated improvements
or sales of Lots. The Declarant may make any use of their respective unsold Lots and other areas of the
Properties as may reasonably be expected to facilitate completion of improvements and Lot sales,including,
but not limited to, maintenance of construction and sales offices or trailers, parking areas, concrete wash
out areas,storage of materials,display of signs or banners, leasing,and showing portions of the Properties
and/or Lots for sale to prospective purchasers,and the Declarant may assign such rights to any homebuilder.
Page 19 of 40
10.2. Assignment of Declarant's/Declarant's Rights. All or any portion of the rights,
privileges, powers and duties of the Declarant set forth in the Governing Documents may be assigned by
the Declarant to any persons or entities,without the consent of any other Owner or any holder of a mortgage
secured by any Lot,provided such assignment must be in writing and recorded in the Public Records of the
County. Upon the recording of such assignment, the assignor shall be relieved of all liabilities and
responsibilities to the extent of the assignment.
10.3. Amendment of Declaration. In addition to any other right of amendment or
modification provided for in this Declaration and its recorded exhibits, subject to the Act, the Declarant
may, until the Turnover Date, amend or modify any provision of this Declaration or the Governing
Documents or grant exceptions or variances from any of the provisions of this Declaration and/or the other
Governing Documents,without the approval of or liability to Owners of other Lots,or any person or entity,
whether private or governmental.
10.4. Scrivener's Errors.This Declaration and all exhibits hereto,where applicable,may
be amended unilaterally by the Declarant for the purpose of correcting scrivener's errors.
10.5. Sales or Leases of Lots. The Declarant shall have the right to sell,lease or transfer
any Lot owned by it on such terms and conditions as it deems in its own best interest.
11. CONTROL OF ASSOCIATION.
11.1. Control Generally; Turnover. Notwithstanding anything else set forth in the
Governing Documents, the Declarant has the right to elect all of the members of the Board of Directors
until three(3)months after ninety percent(90%)of all Lots have been conveyed to Members other than the
Declarant("Turnover Date"). From and after the Turnover Date, Members other than the Declarant shall
be entitled to elect at least a majority of the members of the Board of Directors. The Declarant, however,
shall be entitled to elect at least one (1) Member of the Board of Directors as long as the Declarant holds
for sale in the ordinary course of business at least five percent(5%)of the Lots in the Project.At or prior
to the Turnover Date,all directors appointed by the Declarant(except for one(1),to the extent the preceding
sentence is applicable)shall resign and an election for new directors shall occur at a meeting of the Members
(the"Turnover Meeting").
11.2. Procedure for Calling Turnover Meeting. No more than forty-five (45) days and
no less than thirty (30) days prior to the Turnover Meeting, the Association shall notify all Owners, in
writing,of the date,time and place of the Turnover Meeting.
11.3. Voting After Turnover.After the Declarant relinquishes control of the Association,
and commencing with the Turnover Meeting,the Declarant may exercise the right to vote its Voting Interest
in the same manner as any other Member except for the purposes of reacquiring control of the Association
or selecting the majority of the members of the Board of Directors;provided,that the Declarant shall retain
the right to elect at least one (1) member of the Board to the extent provided in Section 11.1 above. The
Declarant shall also retain all rights held by it as"Declarant"(rather than as a Member)under the Governing
Documents.
11.4. Early Turnover.The Declarant may turn over control of the Association to Owners
other than the Declarant prior to the Turnover Date set forth above by causing all of its appointed Directors
to resign, whereupon it shall be the affirmative obligation of Owners other than the Declarant to elect
Directors and assume control of the Association. In such case, Declarant shall have the voting rights set
forth in Section 11.3 above. Provided at least thirty (30) days' notice of Declarant's decision to cause its
appointees to resign is given to Owners, neither the Declarant, nor such appointees, shall be liable in any
Page 20 of 40
manner in connection with such resignations, even if Owners other than the Declarant refuse or fail to
assume control.
11.5. Conveyance of Common Areas.At or prior to the Turnover Meeting,the Declarant
shall, by quit-claim deed, convey any and all Common Areas to the Association, to the extent Declarant
has not previously taken such action.
11.6. Agreements Prior to Turnover. Any grant or reservation made by any document,
and any contract with a term in excess of ten (10) years made by the Association prior to the Turnover
Meeting that provided for the operation,maintenance or management of the Association or Common Areas
must be fair and reasonable.
12. DURATION OF COVENANTS; AMENDMENT OF DECLARATION.
12.1. Duration of Covenants. The covenants, conditions and restrictions of this
Declaration shall run with and bind the Properties and shall inure to the benefit of and be enforceable by
the Association,the Declarant and any Owner, and their respective legal representatives, heirs, successors
and assigns, for 99 years. In the event of termination, the dedicated property and corresponding
infrastructure will be conveyed or dedicated to a similar non-profit organization or entity to assure
continued maintenance and operation. NOTE: The foregoing provision for automatic renewals will not
cause the Declaration to be preserved from extinguishment under the Florida Marketable Records Title
Act("MRTA'), unless MRTA is amended from time to time to provide as such.Accordingly, as required by
Section 720.3032 of the Act, at the first Board meeting, excluding the organizational meeting that follows
the annual meeting of the Members, the Board shall consider the desirability of filing notices to preserve
the covenants or restrictions affecting the community or association from extinguishment under MRTA, and
to authorize and direct the appropriate officer to file notice.
12.2. Amendments to the Declaration
(A) Proposal. Notwithstanding the foregoing, this Declaration may be
amended from time to time by a vote of the Members. Amendments to this Declaration may be proposed
by the Board of Directors or by written petition signed by ten percent(10%) of the Voting Interests. The
proposed amendments must be submitted to a vote of the Members not later than the next annual meeting.
(B) Vote Required. Except as otherwise provided by law, or by specific
provision of the Governing Documents, this Declaration may be amended by concurrence of at least sixty
percent(60%) of the Voting Interests present and voting at any annual or special meeting called for that
purpose, provided that notice of each proposed amendment has been given to the Members in accordance
with law.No amendment shall change any Lot or Owner's share of liability for assessments or any Owner's
voting rights, unless the Owner consents to the amendment. So long as the Declarant owns any Lot, no
amendment shall be effective unless the Declarant consents to the amendment unless otherwise provided
by law.
(C) Amendment; Recording. The amendment of this Declaration shall be
effective when the amendment is recorded in the Public Records of Okeechobee County, Florida. The
amendment shall be signed by the President of the Association.
(D) Amendment Provisions Relating to Declarant. As long as the Declarant
holds any Lot for sale in the ordinary course of business, no amendment shall have the effect of changing
any provision relating specifically to the Declarant without the Declarant's written consent.In addition,and
notwithstanding anything else to the contrary set forth in this Declaration,the Declarant has an unrestricted
Page 21 of 40
right to amend this Declaration until the Turnover Date. Any amendment hereto by the Declarant need be
signed only by the Declarant and shall be recorded in the Public Records of Okeechobee County,Florida.
12.3. Surface Water Management System. Notwithstanding anything to the contrary,
any amendment to this Declaration that affects the Surface Water Management System, including without
limitation any water management facilities on or portions of the Common Areas,dedicated lake tracts,lake
maintenance or drainage easements and corresponding infrastructure, must have the prior approval of the
applicable governing entity, if any,such as the County, SFWMD or FDEP.
13. GENERAL PROVISIONS.
13.1. Waiver. Any waiver by Declarant of any provisions of this Declaration or of any
breach hereof must be in writing and shall not operate or be construed as a waiver of any other provision
or subsequent breach.
13.2. Severability. If any section, subsection, sentence,clause,phrase or portion of this
Declaration is,for any reason,held invalid or unconstitutional by any court of competent jurisdiction,such
portion shall be deemed a separate, distinct and independent provision and shall not affect the validity of
the remaining portion thereof.
13.3. Headings and Capitalization. The headings used herein, and the capitalization of
certain words are for convenience only and shall not affect the meanings or interpretation of the contents
hereof.
13.4. Notices. Any notice required to be sent to any Owner under the provisions of this
Declaration or the other Governing Documents, shall be deemed to have been properly sent when mailed,
postage pre-paid, to the last known address of the person who appears as Owner on the records of the
Association at the time of such mailing. The Owner bears the responsibility for notifying the Association
of any change of address.
13.5. Interpretation and Use of Pronouns. The Board of Directors is responsible for
interpreting the provisions of this Declaration and its exhibits. Such interpretation shall be binding upon all
parties unless wholly unreasonable. A written opinion rendered by legal counsel that an interpretation
adopted by the Board is not unreasonable shall conclusively establish the validity of such interpretation.
Whenever herein the singular number is used,the same shall include the plural,and the masculine gender
shall include the feminine and neuter genders.
13.6. Attorney's Fees and Costs. In the event of any litigation or arbitration between the
Declarant, Association and/or any Member or Owner, the prevailing party shall have the right to recover
from the non-prevailing party all reasonably attorney's fees and costs incurred by the prevailing party,
including appellate fees and costs. Any amounts so owed to the Association shall be deemed secured by a
lien on the Owner's or Member's Lot.
13.7. Directors and Officers Insurance. The Association is specifically empowered and
authorized to obtain such fidelity bonds respecting its officers and directors and such reasonable officer's
and director's liability insurance as the Board shall approve.The cost of all such insurance shall be deemed
an Association expense and reimbursable by assessments established and imposed in accordance with the
Governing Documents.
13.8. NO REPRESENTATIONS OR WARRANTIES.NO REPRESENTATIONS OR
WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, HAVE BEEN GIVEN OR MADE BY
Page 22 of 40
DECLARANT OR ITS AGENTS OR EMPLOYEES IN CONNECTION WITH ANY PORTION OF THE
COMMON AREAS, ITS PHYSICAL CONDITION, ZONING, COMPLIANCE WITH APPLICABLE
LAWS OR FITNESS FOR INTENDED USE,OR IN CONNECTION WITH THE SUBDIVISION,SALE,
OPERATION,MAINTENANCE,COST OF MAINTENANCE,TAXES OR REGULATION THEREOF,
EXCEPT AS SPECIFICALLY AND EXPRESSLY SET FORTH IN THESE PROTECTIVE
COVENANTS.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
[SIGNATURE AND NOTARY APPEAR ON FOLLOWING PAGE]
Page 23 of 40
IN WITNESS WHEREOF, the Declarant does hereby execute this Declaration of Covenants,
Conditions and Restrictions this day of , 2023.
Witnesses: HOLIDAY BUILDERS,INC., a Florida
corporation
Print Name: By:
Print Name:
Title:
Print Name:
STATE OF FLORIDA )
) §:
COUNTY OF BREVARD )
The foregoing instrument was acknowledged before me this day of ,2023,by
means of ® physical presence OR 0 online notarization by as
of HOLIDAY BUILDERS,INC.,a Florida corporation,on behalf of said entity,who❑
is personally known to me OR who❑has produced a Florida driver's license as identification.
[NOTARY STAMP/SEAL] Notary Public, State of Florida
Print Name:
Commission No Expiration Date
Page 24 of 40
MORTGAGEE CONSENT TO
DECLARATION OF COVENANTS,CONDITIONS,AND RESTRICTIONS
FOR MALLARD LANDING
The undersigned, ("Mortgagee"), the owner and holder of that certain
Agreement to , mortgagee(s), recorded as Instrument No.
/ in O.R. Book , Page , in the Public Records of Okeechobee County,
Florida that encumbers the Properties described on Exhibit "A" to the Declaration of Covenants,
Conditions, and Restrictions for Mallard Landing(the"Declaration"), hereby consents to the filing of the
Declaration.
This Consent shall be binding upon the Mortgagee and its successors and assigns.
IN WITNESS WHEREOF,the Mortgagee has made and executed this Consent this day of
,2023.
Witnesses: MORTGAGEE:
Print Name: By:
Print Name:
Title:
Print Name:
STATE OF FLORIDA
COUNTY OF
The foregoing instrument was acknowledged before me by means of[X]physical presence OR[ ]online
notarization this day of , 2023 by as
of ,who[ 1 is personally known to me OR who
[ ] has produced driver's license as identification.
NOTARY RUBBER STAMP SEAL Notary Public, State of
OR EMBOSSED SEAL Print Name:
Commission No Expiration Date
Page 25 of 40
EXHIBIT"A"
Legal Description of the Property
Page 26 of 40
EXHIBIT"B"
ARTICLES OF INCORPORATION
OF
MALLARD LANDING OF OKEECHOBEE HOMEOWNERS'ASSOCIATION,INC.
Pursuant to Section 617.02011, Florida Statutes, the undersigned hereby executes these Articles of
Incorporation for the purpose of forming a Corporation under the Florida Not For Profit Corporation Act.
ARTICLE I
NAME: The name of the corporation is Mallard Landing of Okeechobee Homeowners' Association, Inc.,
(hereinafter called the"Association")and the street address of the initial principal office of the Association
is 2293 West Eau Gallie Boulevard, Melbourne, Florida 32935. The principal office may be changed from
time to time by the Board of Directors.
ARTICLE II
DEFINITIONS: Capitalized terms in these Articles shall have the definitions set forth in the"Declaration"
(as hereinafter defined),Chapter 617,Florida Statutes,Florida Not For Profit Corporation Act,and Chapter
720, Florida Statutes,the Homeowners Associations Act(the"Act").
ARTICLE III
PURPOSE AND POWERS: The purpose for which the Association is organized is to provide an entity
pursuant to the Florida Not For Profit Corporation Act for the operation of Mallard Landing (the
"Properties") located in Okeechobee County, Florida. The Association is organized and shall exist on a
non-stock basis as a corporation not for profit under the laws of the State of Florida,and no portion of any
earnings of the Association shall be distributed or inure to the private benefit of any Member, Director or
officer. For the accomplishment of its purposes, the Association shall have all of the common law and
statutory powers and duties of a corporation not for profit and of a homeowners association under the laws
of the State of Florida, except as expressly limited or modified by these Articles, the Declaration of
Covenants (the "Declaration"), Bylaws and any Rules and Regulations (these Articles, the Declaration,
Bylaws and any Rules and Regulations shall be collectively referred to herein as the "Governing
Documents");and it shall have all of the powers and duties reasonably necessary to operate the Community
pursuant to the Governing Documents and any architectural review guidelines, as they may hereafter be
amended, including but not limited to the following:
To make and collect assessments against Members of the Association to defray the costs,expenses
and losses of the Association,and to use the funds in the exercise of its powers and duties.
To protect, maintain, repair, replace and operate the Association property and all Common Areas,
including without limitation, the Surface Water Management System in accordance with the Permits (as
defined in the Declaration), pursuant to the responsibilities for such maintenance as such responsibility is
prescribed to the Association by the Declaration.
To purchase insurance for the protection of the Association and its Members.
Page 27 of 40
To repair and reconstruct improvements after casualty, and to make further improvements of the
Common Areas and Association property.
To make, amend and enforce reasonable rules and regulations as set forth in the Declaration.
To enforce the provisions of the laws of the State of Florida that are applicable to the Community,
and the Governing Documents.
To contract for the operation, management and maintenance of the Properties, the Association
property and all Common Areas (including, without limitation, tracts, easements and the Surface Water
Management System) and any corresponding infrastructure, and to delegate any powers and duties of the
Association in connection therewith except such as are specifically required by law or by the Declaration
to be exercised by the Board of Directors or the membership of the Association.
To employ accountants, attorneys, architects, and other professional personnel to perform the
services required for proper operation of the Properties.
To borrow money as necessary to perform its other functions hereunder and to pledge personal
property of the Association in accordance therewith.
To grant,modify or move any easement.
To sue and to be sued.
To own,acquire and convey property,and to grant and acquire easements subject to any limitations
contained in the Declaration.
All funds and the title to all property acquired by the Association shall be held for the benefit of the
Members in accordance with the provisions of the Governing Documents.
ARTICLE IV
MEMBERSHIP:
A. The Members of the Association shall be the record Owners of a fee simple interest in
one or more Lots.
B. The share of a Member in the funds and assets of the Association cannot be assigned
or transferred in any manner except as an appurtenance to his Lot.
C. The Owners of each Lot, collectively, shall be entitled to one vote in Association
matters. The manner of exercising voting rights shall be as set forth in the Bylaws.
ARTICLE V
TERM:The term of the Association shall be perpetual.
ARTICLE VI
BYLAWS: The Bylaws of the Association may be altered, amended,or rescinded in the manner provided
therein.
Page 28 of 40
ARTICLE VII
DIRECTORS AND OFFICERS:
D. The affairs of the Association shall be administered by a Board of Directors consisting
of the number of Directors determined by the Bylaws, but not less than three (3) Directors, and in the
absence of such determination shall consist of three(3)Directors.
E. Directors of the Association shall initially be appointed by and shall serve at the
pleasure of the Declarant, and at and following the Turnover Date shall be elected by the Members in the
manner determined by the Bylaws. Directors may be removed and vacancies on the Board of Directors
shall be filled in the manner provided by the Bylaws.
F. The business of the Association shall be conducted by the officers designated in the
Bylaws.The officers shall be elected each year by the Board of Directors at its first meeting after the annual
meeting of the Members of the Association,and they shall serve at the pleasure of the Board.
The initial Directors are as follows:
The initial Officers are as follows:
-President
-Vice President
-Secretary/Treasurer
ARTICLE VIII
AMENDMENTS: Amendments to these Articles shall be proposed and adopted in the following manner:
G. Proposal. Amendments to these Articles may be proposed by a majority of the Board
or by a written petition to the Board, signed by at least fifty (50%) percent of the Voting Interests of the
Association.
H. Procedure. Upon any amendment to these Articles being proposed by said Board or
Members, such proposed amendment shall be submitted to a vote of the Members not later than the next
annual meeting for which proper notice can be given.
I. Vote Required. Prior to transition of control of the Board of Directors from the
Declarant, amendments shall be adopted by the Board of Directors. Subsequent to transition of control of
the Board of Directors, a proposed amendment shall be adopted if it is approved by at least a majority of
the Voting Interests in the Association who are present and voting, in person or by proxy, at any annual or
special meeting called for the purpose.
J. Effective Date. An amendment shall become effective upon filing with the Secretary
of State and recording a Certificate of Amendment in the Public Records of Okeechobee County, Florida,
with the formalities required for the execution of a deed.
Page 29 of 40
ARTICLE IX
INDEMNIFICATION:To the fullest extent permitted by Florida law,the Association shall indemnify and
hold harmless every Director and every officer of the Association against all expenses and liabilities,
including attorney fees,actually and reasonably incurred by or imposed on him in connection with any legal
proceeding(or settlement or appeal of such proceeding)to which he may be a party because of his being or
having been a Director or officer of the Association. The foregoing right of indemnification shall not be
available if a judgment or other final adjudication establishes that his actions or omissions to act were
material to the cause adjudicated and involved:
A. Willful misconduct or a conscious disregard for the best interests of the Association, in a
proceeding by or in the right of the Association to procure a judgment in its favor.
B. A violation of criminal law, unless the Director or officer had no reasonable cause to
believe his action was unlawful or had reasonable cause to believe his action was lawful.
C. A transaction from which the Director or officer derived an improper personal benefit.
In the event of a settlement, the right to indemnification shall not apply unless the Board of Directors
approves such settlement as being in the best interest of the Association. The foregoing rights of
indemnification shall be in addition to and not exclusive of all other rights to which a Director or officer
may be entitled.
ARTICLE X
On dissolution the assets(including dedicated property and corresponding infrastructure)of the Association
shall be conveyed or dedicated to a similar non-profit corporation, association, trust or other organization
organized and operated to assure the continued maintenance and operation of the Common Areas and other
duties of the Association.
ARTICLE XI
INCORPORATOR: The name and address of the Incorporator is as follows:
Sean M. Ellis,Esquire
Roetzel&Andress, LPA
2320 First Street, Suite 1000
Fort Myers,Florida 33901
ARTICLE XII
REGISTERED OFFICE AND REGISTERED AGENT:The name and address of the Registered Agent and
the address of the Registered Office is:
CT Corporation System
1200 South Pine Island Road
Plantation, FL 33324
Page 30 of 40
IN WITNESS WHEREOF, the undersigned, for the purpose of forming a Corporation to do
business with the State of Florida,under the law of Florida,makes and files these Articles of Incorporation,
hereby declares and certifies the facts herein stated are true and hereunto set my hand this day of
,2023.
INCORPORATOR:
Sean M.Ellis,Esquire
ACCEPTANCE OF REGISTERED AGENT
The undersigned, being the initial registered agent, hereby accepts the appointment as the
Registered Agent for the Corporation.
CT CORPORATION
By:
Print Name:
Title:
Page 31 of 40
EXHIBIT"C"
BYLAWS
OF
MALLARD LANDING OF OKEECHOBEE HOMEOWNERS' ASSOCIATION, INC.
1. GENERAL:These are the Bylaws of Mallard Landing of Okeechobee Homeowners' Association,
Inc., hereinafter the"Association",a corporation not for profit organized under the laws of Florida for the
purpose of operating Mallard Landing (the "Properties") pursuant to Chapter 617, Florida Statutes, the
Florida Not For Profit Corporation Act, and Chapter 720, Florida Statutes, the Homeowners Associations
Act as amended from time to time(the"Act").
1.1 Principal Office.The initial principal office of the Association is as set forth in the Articles
of Incorporation.
1.2 Seal.The seal of the Association shall be inscribed with the name of the Association,the year
of its organization, and the words "Florida" and "not for profit." The seal may be used by causing it, or a
facsimile of it,to be impressed,affixed,reproduced or otherwise placed upon any document or writing of the
corporation where a seal may be required.
1.3 Definitions. Unless clearly indicated otherwise,the definitions set forth in the Declaration of
Covenants (the "Declaration"), and the Act shall apply to terms used in these Bylaws. Except as expressly
stated to the contrary herein,the terms"Parcels"and"Lots"shall be utilized interchangeably.
2. MEMBERS:
2.1 Qualifications.The Members of the Association shall be the record Owners of legal title to
the Parcels in the Properties. In the case of a Parcel subject to an agreement for deed, the purchaser in
possession shall be deemed the Owner of the Parcel for purposes of determining voting and use rights.
Membership shall become effective upon the recording in the Public Records of a Deed or other instrument
evidencing legal title to the Parcel in the Member.
2.2 Voting Interest.The Members of the Association are entitled to one(1)vote for each Parcel
owned by them. If a Parcel is owned by one natural person, his right to vote shall be established by the
record title to the Parcel. If a Parcel is owned jointly by two(2)or more natural persons,that Parcel's vote
may be cast by any one of the record Owners. If two(2) or more Owners of a Parcel do not agree among
themselves how their one vote shall be cast,that vote shall not be counted for any purpose. If the Owner of
a Parcel is a corporation, partnership, limited liability company, trust or other entity other than a natural
person,the vote of that Parcel shall be cast by any officer,director,partner,manager,or trustee,as the case
may be.
2.3 Approval or Disapproval of Matters. Whenever the decision or approval of the Owner of a
Parcel is required upon any matter, whether or not the subject of an Association meeting, such decision or
approval may be expressed by any person authorized to cast the vote of such Parcel at an Association meeting
as stated in Section 2.2 above,unless the joinder of all record Owners is specifically required.
2.4 Change of Membership.A change of membership in the Association shall be established by
the new Member's membership becoming effective as provided in 2.1 above. At that time,the membership
of the prior Owner shall be terminated automatically.
Page 32 of 40
2.5 Termination of Membership. The termination of membership in the Association does not
relieve or release any former Member from liability or obligation incurred under or in any way connected
with the Properties during the period of his membership, nor does it impair any rights or remedies that the
Association may have against any former Owner or Member arising out of or in any way connected with such
ownership and membership and the covenants and obligations incident thereto.
3. MEMBERS' MEETINGS:VOTING:
3.1 Annual Meeting. There shall be an annual meeting of the Members in each calendar year.
The annual meeting shall be held in Okeechobee County, Florida, each year at a day, place and time
designated by the Board of Directors, for the purpose of transacting any business duly authorized to be
transacted by the Members.
3.2 Special Members' Meetings. Special Members' meetings shall be held whenever called by
the President or by a majority of the Directors, and may also be called by Members having at least thirty-
three percent(33%)of the Voting Interests.The business at any special meeting shall be limited to the items
specified in the notice of meeting.
3.3 Notice of Meetings; Waiver of Notice. Notice of all Members' meetings must state the
time,date,and place of the meeting,and include an agenda for the meeting.The notice of meeting must be
mailed to each Member at the address that appears on the books of the Association,or may be furnished by
personal delivery. The Member is responsible for providing the Association with notice of any change of
address.The Notice of Meeting must be mailed or delivered at least fourteen(14)days before the meeting.
An affidavit of the officer or other person making such mailing shall be retained in the Association records
as proof of mailing. Attendance at any meeting by a Member constitutes waiver of notice by that member
unless the Member objects to the lack of notice at the beginning of the meeting. A Member may waive
notice of any meeting at any time,but only by written waiver.
3.4 Quorum.A quorum at meetings of the Members shall be attained by the presence,either in
person or by proxy, of Members entitled to cast at least one-third (1/3rd) of the votes of the entire
membership. After a quorum has been established at a Members' meeting, the subsequent withdrawal of
any voting Members,so as to reduce the number of Voting Interests represented below the number required
for a quorum, shall not affect the validity of any action taken at the meeting before or after such persons
leave.
3.5 Vote Required. The acts approved by a majority of the votes cast in person or by proxy at
a duly called meeting of the Members at which a quorum has been attained shall be binding upon all
Members for all purposes,except where a greater or different number of votes is expressly required by law
or by any provision of the governing documents.
3.6 Proxy Voting. To the extent lawful,any Member entitled to attend and vote at a Members
meeting may establish his presence and cast his vote by proxy.A proxy shall be valid only for the specific
meeting for which originally given and any lawful adjournment of that meeting, and no proxy is valid for
a period longer than ninety(90)days after the date of the first meeting for which it was given.Every proxy
shall be revocable at the pleasure of the person executing it.To be valid,a proxy must be in writing,dated,
signed by the person authorized to cast the votes,specify the date,time and place of the meeting for which
it is given, and the original must be delivered to the Secretary by the appointed time of the meeting or
adjournment thereof. Holders of proxies need not be Members. No proxy shall be valid if it names more
than one person as the holder of the proxy, but the holder shall have the right, if the proxy so provides,to
substitute another person to hold the proxy.
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3.7 Adjourned Meetings. Any duly called meeting of the Members may be adjourned to be
reconvened at a specific later time by vote of the majority of the Voting Interests present in person or by
proxy,regardless of whether a quorum has been attained. When a meeting is adjourned it shall be necessary
to give notice to all Members of the time and place of its continuance regardless of whether such are
announced at the meeting being adjourned.Any business that might have been conducted at the meeting as
originally scheduled may instead be conducted at the continuance, provided a quorum is then present, in
person or by proxy.
3.9 Minutes. Minutes of all meetings of Members and of the Board of Directors shall be kept
in a businesslike manner and available for inspection by Members or their authorized representatives and
Board Members at reasonable times. Minutes must be maintained in written form or in another form that
can be converted into written form within a reasonable time. A vote or abstention from voting on each
matter voted upon for each director present at a board meeting must be recorded in the minutes.
4. BOARD OF DIRECTORS: The administration of the affairs of the Association shall be by a
Board of Directors. All powers and duties granted to the Association by law, as modified and explained in
the Declaration, Articles of Incorporation, and these Bylaws, shall be exercised by the Board, subject to
approval or consent of the Parcel Owners only when such is specifically required.
4.1 Number and Terms of Service. The number of Directors that shall constitute the whole
Board of Directors shall be three (3). The initial Directors shall be appointed by and shall serve at the
pleasure of the Declarant. At the Turnover Meeting, and subsequently, Directors shall be elected in
accordance with Florida law. All Directors elected by the Members shall serve one (1) year terms. A
Director's term will end at the annual election at which his successor is to be duly elected,unless he sooner
resigns,or is recalled as provided in 4.4 below.
4.2 Qualifications. Prior to "Turnover"(as defined in the Declaration), Directors need not be
Members. After Turnover,Directors must be Members. If a Lot is owned by a corporation, partnership or
trust,any officer,director,partner,trustee,or trust beneficiary occupying the Lot,as the case may be,shall
be eligible to be a Director.
4.3 Vacancies on the Board. If the office of any Director becomes vacant for any reason,other
than recall by the membership at a membership meeting, a majority of the remaining Directors,even if the
remaining Directors constitute less than a quorum or the sole remaining Director, shall promptly choose a
successor to serve the remaining unexpired term except that vacancies of all Directors appointed by the
Declarant shall likewise be filled by the Declarant. In the alternative,the Board may hold an election to fill
the vacancy for the remaining unexpired term in accordance with the election requirements of the Bylaws.
If the Association fails to fill vacancies on the Board sufficient to constitute a quorum, or if no Member
remains on the Board,the vacancy may be filled by the Members(via a special meeting of the membership)
or any other manner provided by Florida law.
4.4 Removal of Directors.Except for Directors appointed by the Declarant,any or all Directors
may be removed with or without cause by a majority vote of the entire membership, either by a written
petition,or at any meeting called for that purpose, in the manner required by Florida law.
4.5 Organizational Meeting. The organizational meeting of a new Board of Directors shall be
held within ten(10)days after the election.The organizational meeting may be held immediately following
the election, in which case noticing of the meeting may be effectuated by the Board existing prior to the
election.
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4.5.1. First Meeting After Organizational Meeting: Consideration of Preservation from
Extinguishment under MRTA.So long as is required by Section 720.303(2)(e),F.S.,as amended from time
to time,at the first board meeting,excluding the organizational meeting that follows the annual meeting of
the members, the board shall consider the desirability of filing notices to preserve the covenants or
restrictions affecting the community or association from extinguishment under the Marketable Record Title
Act ("MRTA"), Chapter 712, F.S., and to authorize and direct the appropriate officer to file notice in
accordance with Section 720.3032,F.S.
4.6 Other Meetings.Meetings of the Board may be held at such time and place in Okeechobee
County, Florida, as shall be determined from time to time by the President or a majority of the Directors.
Notice of meetings shall be given to each Director, personally or by mail, telephone or electronic mail at
least forty-eight(48)hours prior to the day named for such meeting.
4.7 Notice to Owners. A meeting of the Board of Directors occurs whenever a quorum of the
Board gathers to conduct Association business. All meetings of the Board of Directors shall be open to
Members except for meetings with the Board and its attorney with respect to proposed or pending litigation
where the contents of the discussion would otherwise be governed by the attorney-client privilege.Notices
of all Board meetings shall be posted conspicuously within the Properties for at least forty-eight (48)
continuous hours in advance of each Board meeting,except in an emergency. In the event of an emergency
meeting, any action taken shall be noticed and ratified at the next regular meeting of the Board. In the
alternative to the posting requirements discussed above, notice of each Board meeting must be mailed or
delivered to each Member at least seven (7) days before the meeting, except in an emergency. An
assessment may not be levied at a Board meeting unless the notice of the meeting includes a statement that
assessments will be considered and the nature of the assessments.
4.8 Waiver of Notice.Any Director may waive notice of a meeting before or after the meeting,
and such waiver shall be deemed equivalent to the giving of notice.If all Directors are present at a meeting,
no notice to Directors shall be required.
4.9 Quorum of Directors.A quorum at a Board meeting shall exist when at least a majority of
all Directors are present at a duly called meeting. Directors may participate in any meeting of the Board,
by a conference telephone call or similar communicative arrangement whereby all persons present can hear
all other persons.Participation by such means shall be deemed equivalent to presence in person at a meeting.
4.10 Vote Required.The acts approved by a majority of those Directors present and voting at a
meeting at which a quorum exists shall constitute the acts of the Board of Directors,except when approval
by a greater number of Directors is required by the governing documents or by applicable statutes.Directors
may not vote by proxy or by secret ballot at Board meetings, except that secret ballots may be used in the
election of officers.
4.11 Adjourned Meetings. The majority of the Directors present at any meeting of the Board,
regardless of whether a quorum exists, may adjourn the meeting to be reconvened at a specific time and
date.
4.12 The Presiding Officer. The President of the Association, or in his absence, the Vice-
President, shall be the presiding officer at all meetings of the Board of Directors. If neither is present,the
presiding officer shall be selected by majority vote of the Directors present.
4.13 Compensation of Directors and Officers. Neither Directors nor officers shall receive
compensation for their services as such.Directors and officers may be reimbursed for all actual and proper
out-of-pocket expenses relating to the proper discharge of their respective duties.
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4.14 Committees. The Board of Directors may appoint from time to time such standing or
temporary committees as the Board deem necessary and convenient for the efficient and effective operation
of the Association. Any such committee shall have the powers and duties assigned to it in the resolution
creating the committee. If required by law, committee meetings shall be open to attendance by any Lot
Owner, and notice of committee meetings shall be posted in the same manner as required in Section 4.7
above for Board meetings.
5. OFFICERS:
5.1 Officers and Elections. The executive officers of the Association shall be a President,and
a Vice-President,who must be Directors,a Treasurer,and a Secretary,all of whom shall be elected annually
by the Board of Directors. Any officer may be removed with or without cause by vote of a majority of all
Directors at any meeting. Any person may hold two or more offices. The Board may, from time to time,
appoint such other officers,and designate their powers and duties,as the Board shall find to be required to
manage the affairs of the Association. If the Board so determines, there may be more than one Vice-
President.
5.2 President. The President shall be the chief executive officer of the Association; he shall
preside at all meetings of the Members and Directors, shall be ex-officio a 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 Board are carried into effect. He shall execute bonds,mortgages and other
contracts requiring seal of the Association,except where such are permitted by law to be otherwise signed
and executed,and the power to execute is delegated by the Board of Directors to some other officer or agent
of the Association.
5.3 Vice-Presidents.The Vice-Presidents in the order of their seniority shall,in the absence or
disability of the President, perform the duties and exercise the powers of the President; and they shall
perform such other duties as the Board of Directors shall assign.
5.4 Secretary. The Secretary shall attend all meetings of the Board of Directors and all
meetings of the Members and shall cause all votes and the minutes of all proceedings to be recorded in a
book or books to be kept for the purpose, and shall perform like duties for the standing committees when
required. He shall give, or cause to be given, notice of all meetings of the Members and of the Board of
Directors,and shall perform such other duties as may be prescribed by the Board or the President. He shall
keep in safe custody the seal of the Association and, when authorized by the Board, affix the same to any
instrument requiring it. The Secretary shall be responsible for the proper recording of all duly adopted
amendments to the governing documents. Any of the foregoing duties may be performed by an Assistant
Secretary, who may be designated by the Board in the Secretary's absence, or the Association's
manager/management company.
5.5 Treasurer. The Treasurer shall be responsible for Association funds and securities, the
keeping of full and accurate amounts of receipts and disbursements in books belonging to the Association,
and the deposit of all monies and other valuable effects in the name and to the credit of the Association in
such depositories as may be designated by the Board of Directors.He shall oversee the disbursement of the
funds of the Association,keeping proper vouchers for such disbursements,and shall render to the President
and Directors, at the meetings of the Board, or whenever they may require it, an accounting of all
transactions and of the financial condition of the Association.Any of the foregoing duties may be performed
by an Assistant Treasurer,if any has been designated.
6. FISCAL MATTERS: The provisions for fiscal management of the Association set forth in the
Declaration shall be supplemented by the following provisions:
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6.1 Depository. The Association shall maintain its funds in such financial institutions
authorized to do business in the State of Florida as shall be designated from time to time by the Board.
Withdrawal of monies from such accounts shall be only by such persons as are authorized by the Board.
6.2 Budget. The Board of Directors shall adopt a budget of common expenses for each fiscal
year. A copy of the proposed budget and a notice stating the time, date and place of the meeting of the
Board at which the budget will be adopted shall be mailed to each Member not less than fourteen(14)days
prior to that meeting. The proposed budget shall reflect the estimated revenues and expenses for that year
by categories,as well as the estimated surplus or deficit as of the end of the current year. The budget must
set out separately all fees or charges for recreational amenities, whether owned by the Association, the
Declarant,or another person, if any.
6.3 Reserves for Capital Expenditures and Deferred Maintenance. In addition to annual
operating expenses,the proposed budget may include reserve accounts for capital expenditures and deferred
maintenance. If the Members at any time vote to provide for reserves in accordance with Section 720.303,
Florida Statutes, then thereafter reserves shall be funded and used in accordance with such statutory
provisions, as amended from time to time.
6.4 Assessments. Regular annual assessments based on the adopted budget shall be paid
quarterly,or annually if determined by the Board.Failure to send or receive notice of assessments shall not
excuse the obligation to pay.If an annual budget has not been adopted at the time the first installment for a
fiscal year is due,it shall be presumed that the amount of such installment is the same as the last installment
and shall be continued at such rate until a budget is adopted and pro rata assessments are calculated, at
which time any overage or shortage shall be added or subtracted from each Lot's next due installment.
6.5 Special Assessments.Special assessments may be imposed by the Board of Directors when
necessary to meet unusual, unexpected, unbudgeted, or non-recurring expenses. Special assessments are
due on the day specified in the resolution of the Board approving such assessments.
6.6 Fidelity Bonds. The Treasurer, and all other officers who are authorized to sign checks,
and all other persons having access to or control of Association funds, shall be bonded in such amounts as
may be required by law or otherwise determined by the Board of Directors. The premiums on such bonds
shall be a common expense.
6.7 Financial Reporting.Within ninety(90)days following the end of the fiscal year,the Board
of Directors shall mail or furnish by personal delivery to each Member a financial report for the previous
twelve (12) months or a written notice that a copy of the financial report is available upon request at no
charge to the Member. The financial report shall consist of financial statements presented in conformity
with generally accepted accounting principles;or a financial report of actual receipts and expenditures,cash
basis,which report shows the amount of receipts and expenditures by classification and the beginning and
ending cash balances of the Association.
6.8 Fiscal Year. The fiscal year shall be the calendar year, unless modified by the Board of
Directors.
7. RULES AND REGULATIONS: USE RESTRICTIONS: The Board of Directors may, from
time to time, adopt and amend rules and regulations governing the Common Areas, Lots, structures and
appearance of improvements, leases and leasing, procedures, and Association governance, and other
reasonable rules and regulations subject to any limits contained in the Declaration.Copies of such rules and
regulations shall be furnished to each Parcel Owner. Any rule or regulation created and imposed by the
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Board must be reasonably related to the promotion of health, happiness and peace of mind of the Parcel
Owners and uniformly applied and enforced.
8. COMPLIANCE AND DEFAULT: REMEDIES:In addition to the remedies provided elsewhere
in the Governing Documents,the following provisions shall apply:
8.1 Obligations of Members; Remedies At Law Or In Equity; Levy of Fines and Suspension
of Use Rights.
(A) Each Member and the Member's tenants, Guests and invitees, are governed by,
and must comply with Chapter 720, Florida Statutes, and the Governing Documents. Actions at law or in
equity,or both,to redress alleged failure or refusal to comply with these provisions may be brought by the
Association or by any Member against:
(i) The Association;
(ii) A Member;and
(iii) Any tenants,Guests,or invitees occupying a Parcel or using the Common
Areas.
The prevailing party in any such litigation is entitled to recover reasonable attorney's fees and costs. This
Section does not deprive any person of any other available right or remedy.
(B) The Association may suspend, for a reasonable period of time, the rights of a
Member or of a Member's,tenants, Guests or invitees to use Common Areas and facilities, and may levy
reasonable fines against Owners, in those cases in which Owners commit violations of the Act governing
homeowners associations,the provisions of the governing documents or Association rules and regulations,
or condone such violations by their family members, tenants, Guests, or invitees. The fines shall be in an
amount deemed necessary by the Board to deter future violations,but in no event shall any fine exceed the
maximum amounts allowed by the Declaration. A fine may be levied on the basis of each day of a
continuing violation,with a single notice.The procedure for suspending use rights and imposing such fines
shall be as follows:
(i) A fine or suspension may not be imposed without notice of at least
fourteen(14)days to the person sought to be fined or suspended and opportunity for hearing before
a committee of at least three(3)Members appointed by the Board who are not officers, directors,
or employees of the Association, or the spouse, parent, child, brother, sister of an officer, director
or employee,and the notice shall include:
(1) A statement of the date,time and place of the hearing;
(2) A statement of the provisions of Florida law, the Declaration,
Bylaws or rules that have allegedly been violated;and,
(3) A short and plain statement of the matters asserted by the
Association;and,
(ii) The party against whom the fine may be levied shall have a reasonable
opportunity to respond,to present evidence,and to provide written and oral argument on all issues
involved, and shall have an opportunity at the hearing to review, challenge, and respond to any
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material considered by the Association. The Owner shall be the party ultimately responsible for
payment of a fine, regardless of whether the fine relates to conduct by a tenant, family member,
invitee or Guest.
(C) If the Committee,by majority vote,does not approve the fine or suspension,it may
not be imposed.
(D) Fines that remain unpaid, in whole or in part, after thirty (30) days from the date
due shall be secured by a lien against the Parcel of the Owner responsible for payment of the fine. The lien
shall be foreclosed in the same manner as a lien for assessments as provided elsewhere in the governing
documents.
(E) The Association may suspend Common Area use rights and levy fines because of
the failure of the Member to pay assessments or other charges when due in the manner set forth above,
except that the Board of Directors may do so without the need for involvement of a Committee of Members
other than the Board.
(F) Suspension of Common Area use rights shall not impair the right of an Owner or
tenant of a Parcel to have vehicular and pedestrian ingress to and egress from the Parcel, including,but not
limited to,the right to park.
(G) The Association may suspend the voting rights of a Member but only for the
nonpayment of regular annual assessments that are delinquent in excess of ninety(90)days.
8.2 Availability of Remedies. Each Member, for himself, his heirs, successors and assigns,
agrees to the foregoing provisions relating to default and abatement of violations regardless of the harshness
of the remedy utilized by the Association and regardless of the availability of other legal remedies. It is the
intent of all Members to give the Association methods and procedures that will enable it to operate on a
businesslike basis,to collect those monies due it and to preserve the majority's right to enjoy the community
free from unreasonable restraint and annoyance.
9. AMENDMENT OF BYLAWS: Amendments to these Bylaws shall be proposed and adopted in
the following manner:
9.1 Proposal. Amendments to these Bylaws may be proposed by the Board of Directors or by
written petition to the Board signed by the Owners of at least one-fourth(1/4)of the Parcels.
9.2 Procedure. Upon any amendment or amendments to these Bylaws being proposed by said
Board or Parcel Owners, such proposed amendment or amendments shall be submitted to a vote of the
Owners not later than the next annual meeting for which proper notice can still be given.
9.3 Vote Required.Prior to turnover of control of the Board of Directors from the Declarant of
the Properties,amendments shall be adopted by the Board of Directors. Subsequent to turnover of control
of the Board of Directors from the Declarant,a proposed amendment to these Bylaws shall be adopted if it
is approved by at least a majority of the Voting Interests present and voting in person or by proxy at any
annual or special meeting called for the purpose,provided that notice of the proposed amendment has been
given to the Members in accordance with law.As long as Declarant owns a Parcel no amendment shall be
effective if it affects Declarant's rights or alters a provision herein made for Declarant's benefit.
9.4 Certificate;Recording.A copy of each adopted amendment shall be attached to a certificate
that the amendment was duly adopted as an amendment to the Bylaws,which certificate shall be in the form
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required by law and shall be executed by the President or Vice-President with the formalities of a deed.The
amendment shall be effective when the certificate and copy of the amendment are recorded in the Public
Records of Okeechobee County, Florida.
10. MISCELLANEOUS:
10.1 Gender. Whenever the masculine or singular form of a pronoun is used in these Bylaws,it
shall be construed to mean the masculine,feminine or neuter; singular or plural,as the context requires.
10.2 Severability. Should any portion hereof be void or become unenforceable, the remaining
provisions of the instrument shall remain in full force and effect.
10.3 Conflict. If any irreconcilable conflict should exist, or hereafter arise, with respect to the
interpretation of these Bylaws and the Declaration or Articles of Incorporation, the provisions of the
Declaration or Articles of Incorporation shall prevail over the provisions of these Bylaws, and the
Declaration shall prevail over the Articles.
10.4 Virtual Meetings. To the extent not prohibited by law, and notwithstanding any provision
of these Bylaws or the Act that specifically references Member attendance, the Association may hold
meetings of the Members,the Board of Directors,and those committee whose meetings must be called and
held in the same manner as a meeting of the Board of Directors, virtually, only(or partially) allowing for
remote attendance and participation, regardless of whether an emergency (as defined in these Bylaws)
exists. The decision whether to hold any particular meeting virtually shall rest solely with the Board.
Participating by such means shall constitute presence of a person at a meeting.
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