ABACOA

Declaration of Covenants & Restrictions | First Amendment to Declaration of Covenants & Restrictions
Bylaws | Articles of Incorporation | Articles of Amendment to Articles of Incorporation

Abacoa
Bylaws of the Abacoa Property Owners' Assembly, Inc.

ARTICLE I
GENERAL PROVISIONS
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1.1 Applicability.

These Bylaws provide for the governance and operation of the Abacoa Property Owners' Assembly, Inc., a Florida not for profit corporation (the "Assembly"), and its Board of Directors (the "Board of Directors"), in accordance with the provisions of the Abacoa Declaration of Covenants, Conditions, and Restrictions (the "Declaration"), the Assembly's Articles of Incorporation (the "Articles of Incorporation") and appropriate Public Laws for the benefit of all Titleholders having an interest in Submitted Properties within the community known as "Abacoa", located in the Town of Jupiter, Palm Beach County, State of Florida. The Submitted Properties have been or will be subjected to the provisions of the Declaration through the recordation of the Declaration and supplements thereto in the public records of Palm Beach County, Florida. The Assembly is not a condominium association under Chapter 718, Florida Statutes.

1.2 Office.

The initial principal office of the Assembly shall be at 675 West Indiantown Road, Suite 203, Jupiter, FL 33458, or at such other place within the state of Florida as may from time to time be designated by the Board of Directors.

1.3 Definitions.

Certain capitalized terms used in these bylaws, unless otherwise defined herein, have the meanings specified for such terms in APPENDIX ONE to the Declaration.

1.4 Amendments.

These Bylaws may be amended only by a vote by the Developer during the period Developer's Rights and Obligations are in effect. Thereafter, these Bylaws may be amended only by a vote of a majority plus one of the entire Board of Directors at a duly called meeting subject to the following conditions and to any other requirements of Public Law:

1.4.1 Notice of Proposed Amendments. Notice of proposed amendments shall be published in Abacoa's principal medium of communications with Titleholders or through mail no less than fifteen (15) days prior to voting upon a proposed amendment or must be posted in a conspicuous location in Abacoa no less than forty-eight (48) hours prior to voting upon a proposed amendment.

1.4.2 Developer Approval. Notwithstanding anything contained herein to the contrary, these Bylaws may not be amended during the period Developer's Rights and Obligations are in force without the prior written approval of the Developer.

ARTICLE II
Abacoa Property Owners' Assembly, INC.
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2.1 Members.

All Titleholders shall be Members of the Assembly.

2.2 Assembly Purpose.

The purpose of the Assembly shall be to pursue the goals and missions of the Abacoa Community, as set forth in the Declaration, and to serve as the vehicle for fulfilling the provisions of the Governing Documents.

2.3 Liability and Indemnification of Assembly Officials.

Directors and Officers shall be indemnified and held harmless by the Assembly to the fullest extent provided by Chapter 617 of the Florida Statutes, as the same may be amended from time to time.

2.4 Organizational Structure.

The organizational structure of the Assembly shall be as defined in ARTICLE II of the Declaration.

2.5 Voting Rights.

The right of Titleholders to vote on matters arising before the Assembly shall be as set forth herein and in the Founding Documents.

2.6 Assembly Meetings.

2.6.1 Annual Meetings. The Assembly shall convene for an annual meeting of the Voting Members each October for the purpose of a presentation of the State of the Community report by the President, and the conduct of any other business deemed appropriate by the Board of Directors.

2.6.2 Special Meetings. The Board of Directors, by a two-thirds (2/3) vote, may cause the President to call a special meeting of the Voting Members of the Assembly. Titleholders may cause the President to call a special meeting of the Voting Members upon the presentation of a petition signed by Titleholders representing not less than fifteen (15%) percent of all Titleholder votes entitled to be cast or fifteen (15%) of all Voting Members entitled to vote. Additionally, the President may call a special meeting.

2.6.3 Notice of Meetings. Voting Members who have registered with the Assembly shall be sent notice of each meeting no earlier than sixty (60) days and no later than ten (10) days prior to the meeting date or notice of a meeting may be accomplished by the publishing of such notice or notice of a meeting may be posted in a conspicuous place on Community Property at least 48 hours prior to the meeting. Notices of a special meeting shall include the purpose(s) of the meeting, and notices of any meeting in which assessments against parcels are to be established shall specifically contain a statement that assessments shall be considered and a statement of the nature of such assessments. Except as may otherwise be required by Public Laws, no business may be transacted other than that which has been announced in the notice, except by assent of a majority of all of the Voting Members present.

2.6.4 Conduct of Meetings. The President shall preside over Assembly meetings; in his absence, the Vice President shall preside. To the extent consistent with the Founding Documents, meetings shall be conducted according to the then current edition of Robert's Rules of Order.

2.6.5 Adjournment of Meetings. If any meeting of the Assembly cannot be held because a Quorum of Voting Members is not present, a majority of the Voting Members who are present at such meeting, may adjourn the meeting to a time not less than five (5) nor more than thirty (30) days from the time the original meeting was called. At the reconvened meeting, if a quorum is present, any business which might have been transacted at the meeting originally called may be transacted. If a time and place for reconvening the meeting is not fixed by those in attendance at the original meeting or if for any reason a new date is fixed for reconvening the meeting after adjournment, notice of the time and place for reconvening the adjourned meeting shall be given in the manner prescribed for regular meetings.

The Voting Members present at a duly called or held meeting at which a Quorum of Voting Members is present may continue to do business until adjournment, notwithstanding the withdrawal of enough Voting Members to leave less than a quorum, provided that Voting Members representing at least twenty-five (25%) percent of the total votes of the Association remain in attendance, and provided further that any action taken is approved by at least a majority of the Voting Members required to constitute a quorum.

2.6.6 Voting. The voting rights of the Titleholders shall be as set forth in the Declaration, and such voting rights provisions are specifically incorporated herein by reference.

2.6.7 Manner of Voting. Cumulative voting is not permitted. The manner of voting (by ballot, machine, or other means) shall be determined by the Board of Directors.

2.6.8 Proxies. A vote may be cast in person or to the extent permitted by Public Law, by proxy. Limited proxies and general proxies may be used to establish a quorum.

2.6.9 Action Without a Meeting. Any action required or permitted by law to be taken at a meeting of the Voting Members may be taken by written agreement in lieu of a meeting, provided written notice of the matter or matters to be agreed upon is given to the Voting Members at their last known addresses or published or posted, and within the time periods set forth herein or duly waived in accordance herewith. The decision of the majority of the Voting Members (as evidenced by written response to be solicited in the notice) shall be binding on the Membership, provided a quorum of the Membership as represented by the Voting Members submits a response. The notice shall set forth a time period during which time a response must be made by a Voting Member.

ARTICLE III
BOARD OF DIRECTORS
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3.1 Board of Directors.

3.1.1 Composition. The primary decision-making body of the Assembly shall be a Board of Directors consisting of no fewer than six (6) members. All members of the initial Board of Directors shall be appointed by the Developer. The Developer shall have the right to appoint all the Directors so long as Developer's Rights and Obligations are in effect. Subsequent to the period Developer's Rights and Obligations are in effect, the Class "A" Voting Members and the Class "B" Voting Members shall elect the members to the Board of Directors. Membership on the Board of Directors may be increased above six (6) members upon a majority vote of Class "A" Voting Members and the Class "B" Voting Members, but such increase in the number of Board members cannot increase the number of the Board of Directors to greater than thirteen (13) and must increase the members elected by the Class "A" Voting Members equally with the increase in the number of Board members elected by the Class "B" Voting Members, except that by a majority vote of Class "B" Voting Members and a majority vote of Class "A" Voting Members, such Voting Members may increase the Board of Directors by one (1) member, such Board member to be elected by a majority plus one of the then entire Board of Directors. Notwithstanding anything to the contrary herein, the Developer's right to appoint all of the members to the Board of Directors shall continue so long as Developer's Rights and Obligations are in effect. After the Developer's Rights and Obligations are no longer in effect and while the Board of Directors consists of six (6) members, three of the members of the Board of Directors shall be elected by Class "A" Voting Members and three members of the Board of Directors shall be elected by Class "B" Voting Members .

3.1.2 Elections. The President of the Assembly shall appoint an Elections Committee at least twenty (20) days prior to a scheduled election to administer and preside over elections which shall be conducted in accordance with policies and procedures established by the Board of Directors from time to time. Consent of the Board of Directors shall not be required for appointment of the Elections Committee, notwithstanding other provisions in the Founding Documents regarding appointments. Candidates for election to the Board of Directors need not be Titleholders.

3.1.3 Terms of Office. Except for members of the Board of Directors appointed by the Developer, the term of office of each member of the Board of Directors (a "Director") shall be two (2) years; however, terms of office of the Directors shall be staggered such that when all Directors are elected (versus appointed by the Developer), approximately fifty (50%) percent of the Directors are elected each year.

3.1.4 Removal or Resignation. Except with respect to Directors appointed by the Developer, any Director may be removed from office, without cause, by (i) a vote of a majority of the Directors elected by the Class "A" Voting Members, if such Director was elected by the Class "A" Voting Members, or (ii) a vote of a majority of the Directors elected by the Class "B" Voting Members, if such Director was elected by the Class "B" Voting Members, or (iii) by a two-thirds vote of all Directors entitled to elect such Director. Any Director may resign for any reason. Any vacancies occurring on the Board of Directors shall be filled by: a majority of the Directors elected by the Class "A" Voting Members, if the vacancy is of a Director elected by the Class "A" Voting Members; by a majority of all the Directors elected by the Class "B" Voting Members, if the vacancy is of a Director elected by the Class "B" Voting Members; or by two-thirds of all the remaining Directors, if the vacancy is of a Director elected by the Directors as a whole. The person so appointed shall remain in office for the unexpired portion of the term of the Director replaced. Directors appointed by the Developer may be removed and replaced at any time at the discretion of the Developer.

3.2 Powers and Duties of the Board of Directors.

Except as otherwise provided in the Founding Documents, actions of the Directors shall be determined by a simple majority plus one of the Board of Directors present at a duly called meeting. The powers and duties of the Board of Directors shall be as set forth in or enabled by the Founding Documents. In particular those powers and duties include, but are not limited to:

3.2.1 Adoption, amendment, and enforcement of Community Codes.

3.2.2 Determining the annual budget and establishing assessments.

3.2.3 Borrowing of money in amounts for a single purpose not to exceed ten (10%) percent of the annual operating budget. Borrowing of amounts in excess of that limit shall require a vote of a majority of all of the Voting Members.

3.2.4 Approval of all contractual obligations, not provided for in the annual operating budget, that exceed one-half of one percent (.5%) of the annual operating budget and of all contractual obligations in the annual operating budget that exceed one (1%) percent of the budgeted expenditures for the current year. The Board of Directors may increase the foregoing limitations.

3.2.5 Except as otherwise provided, to amend these Bylaws. So long as Developer's Rights and Obligations are in effect, proposed amendments to these Bylaws shall also be subject to the approval of the Developer.

3.2.6 Hear and make final determinations on appeals from decisions of the Community Architect (if the Community Architect's decision is to disapprove the approval decision of the applicable Neighborhood Architectural Committee or District Architectural Committee), the Improvement Management Coordination Committee, or any other Committee within the jurisdiction of the Assembly.

3.2.7 Provide oversight and enforcement and to promulgate rules and regulations regarding the maintenance and use of Greenways and Community Property in accordance with the Founding Documents and subject to the requirements of Public Law and to enter into contracts in connection therewith.

3.2.8 To enter into contracts on behalf of the Assembly with NPBCID or any other agency or entity in connection with the Assembly's managing the Greenways or other property.

3.2.9 To defend and insure the continuing integrity and operation of the missions and goals of Abacoa as set forth in the Preamble of this Declaration and to enforce the Governing Documents.

3.2.10 To enact provisions deemed appropriate to carrying out its responsibilities including provisions establishing rules of conduct for the use, maintenance, and appearance of the Abacoa Property (including Community Property and Greenways) pursuant to the powers and duties vested in the Board of Directors by the Founding Documents, and subject to provisions contained in Public Law governing any action.

3.2.11 To provide oversight of the administration of the affairs of the Assembly.

3.2.12 To take actions on applications for proposed changes in use of Abacoa Property in accordance with the Founding Documents.

3.2.13 To issue permits for Non-Conforming Uses of the Properties, in accordance with the Founding Documents and subject to the requirements of Public Law.

3.2.14 To establish rules of procedure for the manner in which cases of alleged violations of the Governing Documents are processed. Rules of procedure shall be consistent with traditional customs of due process in favor of protecting individual rights.

3.2.15 To approve the taking of title to Real Property which will serve as Community Property or Greenway and the conveyance, leasing and mortgaging thereof.

3.2.16 To appoint and remove the Community Architect, the Community Manager and the members of the Improvement Management Coordination Committee.

3.2.17 To enter into contracts on behalf of the Assembly with any agency or entity in connection with the management of the Community Property, including, but not limited to the Greenways.

3.2.18 To review and approve or disapprove the purchase prices of all Living Units required to comply with the affordable housing requirements of the MXD Ordinance during the period of time that such units are required to comply with said affordable housing requirement and to take any actions necessary to correct any violations thereof.

3.2.19 To provide oversight and enforcement and to promulgate rules and regulations regarding the drainage of the Abacoa Property to ensure compliance with the South Florida Water Management District surface water management plan, as amended from time to time, and the drainage system plan of the Town, as amended from time to time.

3.2.20 To promulgate procedures to ensure compliance of and to enforce compliance within the Abacoa Property of the Development Order, the applicable Development of Regional Impact and Public Laws and to enforce said procedures.

3.3 Legislative Actions of the Board of Directors.

The Board of Directors may from time-to-time pass resolutions approving the following legislative actions:

3.3.1 Actions limiting or controlling property rights that relate to or affect the use of the Community Property or Greenways

3.3.2 Actions taken by the Board of Directors calling for or accomplishing amendments to the Community Codes that relate to or affect the Community Property or Greenways.

3.3.3 Actions adding new provisions to the Community Codes that relate to or affect the use of Community Property or Greenways.

3.3.4 Actions that prescribe procedures for implementing provisions of the Governing Documents including, but not limited to:

3.3.4.1 Assessment collection procedures.

3.3.4.2 Procedures associated with applications for visual changes to Lots and any improvements thereon.

3.3.4.3 Policies related to use and control of Community Property.

3.3.4.4 Establishment of temporary rules and permits.

3.3.4.5 Establishment of policies relating to the opening of bank accounts for the Assembly and the signatures required in connection therewith.

Collectively, the above resolutions for the above stated actions constitute the Community Codes.

3.3.5 General Resolutions. Additionally, the Board of Directors may pass General Resolutions, which are actions taken by the Board of Directors in connection with the management of the business and affairs of the Assembly that do not constitute the Community Code. Such actions include, but are not limited to:

3.3.5.1 Financial matters including, but not limited to, determining annual budgets, establishing assessments, borrowing of money and transferring funds.

3.3.5.2 Expenditure authorizations requiring Board of Directors action.

3.3.5.3 Contracts requiring Board of Directors action.

3.3.5.4 Proposed appointments by the President requiring Board of Directors action.

3.3.5.5 Decisions on appeals relating to actions by the Community Architect or the Improvement Management Coordination Committee.

3.3.5.6 Appointment of one member to each Neighborhood Architectural Committee and one member to each District Architectural Committee.

3.3.5.7 Appointment and removal of the Community Architect, the Community attorney, members of the Improvement Management Coordination Committee and, from time to time, members of special committees convened to consider matters of interest to the Assembly.

The above actions may be enacted at the meeting in which they first arise or at any subsequent duly noticed meeting, or by written consent by a majority plus one of the Board of Directors.

3.4 Officers.

3.4.1 Designation. The Officers of the Corporation ("Officers") shall be the President, the Vice President, the Secretary, and the Community Treasurer, and such other officers as determined by the Board from time to time, all of whom shall be elected by the Board of Directors. Officers need not be Titleholders.

3.4.2 Election of Officers. The Officers of the Board of Directors shall be elected annually by the Board of Directors and shall hold office at the pleasure of the Board of Directors.

3.4.3 Removal of Officers. At any regular or special meeting of the Board of Directors, upon the affirmative vote of a majority plus one of all members of the Board of Directors, any Officer may be removed, with or without cause, and a successor elected by the remaining members of the Board of Directors to fill the vacancy.

3.4.4 President. The President shall preside over all meetings of the Board of Directors; be responsible for preparing the agenda for all Board of Directors meetings; assure that each of the Directors have in advance of any meetings sufficient information and materials on which to base informed decisions; represent the Board of Directors to the Assembly; appoint committees of the Board of Directors; assure that each member of the Board of Directors and its Officers properly carry out their duties and responsibilities. The President's duties which shall not be diminished by the Directors without a vote of a majority of all of the Voting Members, shall also include:

3.4.4.1 Contract Approvals. Approval of all contracts involving sums less than one (1%) percent of the annual operating budget (unless a higher limit is set by the Board of Directors), provided an allocation for the expenditure has been made in the annual operating budget; otherwise, the President's contract authority for each contract shall be limited to one-half of one percent (.5%) of the annual operating budget, unless otherwise determined by the Board of Directors.

3.4.4.2 Reimbursement. The President shall be reimbursed from Assembly funds for reasonable expenses the President may incur in carrying out the President's duties. The Board of Directors shall determine what constitutes reasonable expenses.

3.4.5 Vice President. The Vice President shall take the place of the President and perform the duties of the President, when the President is absent or unable to act. If neither the President or the Vice President are present or able to act, the Board of Directors shall appoint some other Director to act in the place of the President on an interim basis. The Vice President shall perform such other duties as may be assigned by the President or the Board of Directors.

3.4.6 Secretary. The Secretary shall be responsible for causing the following to be done: keeping minutes of all meetings of the Assembly and of the Board of Directors; recording all resolutions of the Assembly and of the Board of Directors and properly maintaining the Book of Resolutions; maintaining such books and records as the Board of Directors may direct; providing all notices required to be provided; maintaining a roster of Titleholders, Voting Members and Mortgagees reflecting the address to which any such notices shall be sent; and in general, perform all duties incident to the office of Secretary.

3.4.7 Community Treasurer. The Community Treasurer shall receive and deposit in appropriate bank accounts all monies of the Assembly. The Community Treasurer shall keep proper books of account, cause an annual audit or review of the Assembly's books to be made by a public accountant at the completion of each fiscal year and shall assist in the preparation of an annual budget and a statement of income and expenditures to be presented to the Voting Members at its regular annual meeting and deliver a copy to each of the Voting Members.

3.5 Operations of the Board of Directors.

All meetings of the Board of Directors shall be open to all Titleholders except to the extent the Public Laws permit closed meetings, in which event any decision to close a meeting shall receive the concurrence of a majority of a Quorum of the Board of Directors.

3.5.1 Organization Meeting. Within thirty (30) days following each annual election the Board of Directors shall hold an organizational meeting at which Officers for the current year are elected.

3.5.2 Regular Meetings. Regular Meetings of the Board of Directors may be held at such time and place as shall be set from time to time by a majority plus one of the entire Board of Directors, but in no event less frequently than once per quarter. Notice of regular meetings shall be given to (1) each Director by mail, telegraph, telefax, telephone, or in person, at least three (3) business days prior to the date of the meeting and (2) to all Titleholders, by the notice being posted in a conspicuous place, at least 48 hours in advance of the meeting, or by the notice being published in Abacoa's principal medium of communication.

3.5.3 Special Meetings. Special Meetings of the Board of Directors may be called by the President, or by the Secretary on the written request of at least three (3) Directors on not less than three (3) business days notice to each Director, given in the same manner as notice for a regular meeting of the Board of Directors. All Titleholders shall receive notice of Special Meetings by the notice being posted in a conspicuous place, at least 48 hours in advance of the meeting, or by the notice being published in Abacoa's principal medium of communication.

3.5.4 Waiver of Notice. Any Director may at any time, in writing, waive notice of any Board of Directors meeting, and such waiver shall be deemed equivalent to the giving of such notice. Presence at any Board of Directors meeting by any Director shall constitute a waiver of notice. If all Directors are present at any Board of Directors meeting, no notice to Directors shall be required and any Board of Directors' business may be transacted at such meeting.

3.5.5 Quorum of Board of Directors. At all meetings of the Board of Directors a Quorum of Directors must be present for the transaction of business, and the votes of a majority of those Board of Directors present shall constitute the decision of the Board of Directors except regarding matters for which different voting requirements are required. If a quorum is not present, a majority of those Directors present may adjourn the meeting to a time not less than five (5) nor more than thirty (30) days from the time the original meeting was called. At the reconvened meeting, if a quorum is present, any business which might have been transacted at the meeting originally called may be transacted. If a time and place for reconvening the meeting is not fixed by those in attendance at the original meeting or if for any reason a new date is fixed for reconvening the meeting after adjournment, notice of the time and place for reconvening the adjourned meeting shall be given in the manner prescribed for regular meetings.

3.5.6 Compensation. Directors shall not be entitled to compensation.. Directors shall be reimbursed from Assembly funds for authorized out-of-pocket expenses incurred in the fulfillment of Board of Directors duties. The Board of Directors shall determine what expenses are authorized.

3.5.7 Conduct of Meetings. The President shall preside over all meetings of the Board of Directors. The Secretary shall assure that minutes are recorded and a minute book maintained as well as a record of all resolutions. The then current edition of Robert's Rules of Order shall govern the conduct of Board meetings when not in conflict with Public Laws or the Governing Documents.

3.5.8 Common or Interested Directors. Each Director shall exercise such Director's powers and duties in good faith and with a view to the interests of the Assembly. No contract or other transaction between the Assembly and any of the Directors, or between the Assembly and any other corporation, firm or other entity (including Developer) in which any of the Directors are directors or have a material financial interest, is either void or voidable solely because of the common directorship or interest, if any of the following conditions are met:

3.5.8.1 The fact of the common directorship or interest is disclosed or known to the Board of Directors or the committee, and the Board of Directors or the committee authorizes, approves or ratifies the contract or transaction by the affirmative vote of a majority plus one of disinterested Directors, even if the disinterested Directors constitute less than a quorum of Directors; or

3.5.8.2 The fact of the common directorship or interest is disclosed or known to the Voting Members entitled to vote, and the contract or transaction is authorized, approved or ratified by a majority of the votes cast by the Voting Members entitled to vote other than the vote of the interested Director; or

3.5.8.3 The contract or transaction is fair and reasonable to the Assembly.

Any common or interested Directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or a committee of the Board or at a meeting of the Voting Members, as the case may be, at which the contract or transaction is authorized, approved or ratified.

ARTICLE IV
EXECUTIVE BRANCH
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4.1 Organization of the Executive Branch.

The Executive Branch shall be headed by a President. The day-to-day affairs, for which the President has oversight responsibilities, shall be administered under the direction and supervision of a Community Manager properly licensed by the governmental agencies having jurisdiction thereof. Activities of the Assembly and Titleholders relating to design or visual changes in Lots and improvements thereon shall be under the direction and supervision of the applicable Neighborhood Architectural Committee, subject to approval by the Community Architect.

4.2 Community Architect.

4. 2.1 Qualifications; New Construction. The Community Architect shall be a person with demonstrable experience in a design profession and proficiency with the MXD Ordinance and urban planning, and must be properly licensed by all the appropriate governmental agencies. The Community Architect shall be responsible for reviewing all applications for new construction of Living Units, Commercial Units and accessory buildings and structures and, upon determination that plans for such structures are consistent with the Community Plan (as such term is defined in APPENDIX ONE of the Declaration), shall issue appropriate approvals, with or without reasonable conditions and stipulations within a reasonable time period as determined by the Board of Directors. The Community Architect may enforce a stricter set of standards to ensure that the thematic harmony of Abacoa Property is upheld for any property abutting a Through Street, abutting a Greenway or which can be seen from any street or location which the Board of Directors determines, in its sole discretion, to be of special interest to the Abacoa Property. Notwithstanding anything to the contrary contained in the Governing Documents, the Community Architect's approval shall be the only approval required for new construction by the Developer and the Participating Builders. During the Developer's Rights and Obligations period, the Community Architect shall be appointed by the Developer and the Developer shall have the sole right to remove such Community Architect, with or without cause, and appoint a new Community Architect.

4.2.2 Compensation. The Community Architect may be reasonably compensated as determined by the Directors.

4.3 Community Manager.

4.3.1 Duties. The day-to-day affairs of the Assembly shall be administered by the Community Manager who shall be appointed by and report directly to the Board of Directors. The scope of the authority of the Community Manager as to binding commitments made on behalf of the Assembly shall be as determined by the Board of Directors.

4.3.2 Compensation. The Community Manager may be reasonably compensated as determined by the Directors.

ARTICLE V
IMPROVEMENT MANAGEMENT COORDINATION COMMITTEE|
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5.1 Organization and Terms of Office.

The Improvement Management Coordination Committee shall consist of up to seven (7) members appointed by the Board of Directors. The term of office for members of the Improvement Management Coordination Committee shall be for up to two (2) years, with approximately fifty (50%) percent of the positions filled on an annual basis. The Board of Directors shall hire a paid independent consultant who shall be an accountant, which consultant shall automatically be one member of the Improvement Management Coordination Committee. Any member of the Improvement Management Coordination Committee may be removed with or without cause upon a majority plus one vote of the entire Board of Directors.

5.2 Duties.

The Improvement Management Coordination Committee shall assist NPBCID in the management and maintenance of those improvements developed by NPBCID or Developer through a contractual relationship with NPBCID. Additionally, the Improvement Management Coordination Committee shall have such duties as provided in the Governing Documents, and as further determined from time to time by the Board of Directors.

5.3 Compensation.

Members of the Improvement Management Coordination Committee may be entitled to compensation as determined by the Board of Directors.

ARTICLE VII
ARBITRATION
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6.1 Organization and Terms of Office.

In the event of a dispute regarding the Assembly's enforcing or failure to enforce any provisions of the Governing Documents, the disputing parties shall submit the matter to binding arbitration under the commercial arbitration rules of the American Arbitration Association, and judgment on the award rendered by the arbitrators may be entered in any court having jurisdiction thereof.

6.2 Compensation.

The arbitrators may be entitled to compensation on a per meeting basis or as otherwise determined by the Board of Directors.

alys\abacoa\bylaws.doc

4/3/97

Declaration of Covenants & Restrictions | First Amendment to Declaration of Covenants & Restrictions
Bylaws | Articles of Incorporation | Articles of Amendment to Articles of Incorporation