Changes to the Governing Documents

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Attachment 1

(Changes to the Governing Documents to Be Presented to the members for approval at the Special Members Meeting)

I - This first amendment clarifies the wording in our Governing Documents to be consistent with State Law defining country club dues as “Special Assessments”

(1) AMENDMENT TO THE AMENDED AND RESTATED DECLARATION OF RESTRICTIVE COVENANTS, Article I- Definitions. Add the following after BB. ""Residential Property"…. 

CC. “Assessment” or “amenity fee” means a sum or sums of money payable to the association, which if not paid by the owner of a parcel, can result in a lien against the parcel. 

1. “Assessment” - This typically includes ordinary budgeted assessments that set out the annual operating expenses, reserve accounts for capital expenditures, and deferred maintenance for which the association is responsible.

2. “Special Assessment”- are those assessments that are outside of the ordinary budgeted assessments and include special needs for additional funds to cover maintenance,

repairs, legal expenses, or other items which were unknown to the Board of Directors during the annual budgeting process. These include, but not limited to, fees associated with entering into agreements to acquire, memberships, and other possessory or use interests in lands or facilities, including, but not limited to, country clubs, golf courses, parking areas, conservation areas, and other recreational facilities. 

DD. “Declaration”- The recorded declaration of covenants for a community and all duly adopted and recorded amendments, supplements, and recorded exhibits thereto.

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II - This second amendment clarifies that the HOA Board may NOT pass special assessments (as defined in the amendment above) without 14 days notice and membership approval.

(2) AMENDMENT TO THE AMENDED AND RESTATED DECLARATION OF RESTRICTIVE COVENANTS, Article V Assessments, Section A. General - change to read as follows:

Pursuant to the powers granted to it in this Amended Declaration, the Articles of Incorporation and the By-Laws, the Association is hereby expressly authorized and empowered to levy assessments against all Lots and Residential Units in the Eastpointe Community, in order to enhance the quality of life, aesthetic beauty and the property values of the Eastpointe Community. The Board of Directors shall have the power to assess each Lot or Residential Unit as necessary, as part of the ordinary annual budget process to fulfill its obligations to provide adequate and proper maintenance of the land and facilities. The Board of Directors may not levy a special assessment without membership approval. Any meeting at which special assessments will be considered must be mailed to the members and parcel owners and posted on the property not less than 14 days before the meeting.

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 III – This amendment to our By-Laws adds a section defining Conflict of Interest and complies with Fl St 720.3033.

3. AMENDED AND RESTATED BY-LAWS OF EASTPOINTE HOME OWNERS' ASSOCIATION, INC. . 

a. Article III. Directors. Section 11. Add the following:

Section 11. Conflict of Interest. All Officers and Directors will comply with Fl St 720.3033 Officers and directors.— Within 90 days after being elected or appointed to the board, each director shall certify in writing to the secretary of the association that he or she has read the association’s declaration of covenants, articles of incorporation, bylaws, and current written rules and policies; that he or she will work to uphold such documents and policies to the best of his or her ability; and that he or she will faithfully discharge his or her fiduciary responsibility to the association’s members. If any of the association’s directors are also a director or officer of the Eastpointe Country Club, the association’s directors are required to recuse themselves from any actions, votes, or discussions on matters concerning the Eastpointe Country Club. Directors and officers must disclose to the association any activity that may be reasonably construed to be a conflict of interest at least 14 days before voting on an issue or entering a contract that is the subject of the conflict. A director who has a relationship or interest in the transaction / contract described above may not vote to determine whether to authorize, approve, or ratify a conflict-of-interest transaction / contract. If any director has a relationship or interest in a transaction where a presumed conflict of interest exists, that transaction shall be either void or voidable because of such relationship or interest, because such director or directors are present at the meeting of the board of directors or a committee thereof which authorizes, approves, or ratifies such contract or transaction. A rebuttable presumption of a conflict of interest exists if any of the following acts occur without prior disclosure to the association:

1. A director or an officer, or a relative of a director or an officer, enters into a contract for goods or services with the association.

2. A director or an officer, or a relative of a director or an officer, holds an interest in a corporation, limited liability company, partnership, limited liability partnership, or other business entity that conducts business with the association or proposes to enter into a contract or other transaction with the association.

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IV – This amendment to our By-Laws clarifies that the HOA Board may NOT pass special assessments without 14 days’ notice and membership approval 

4. AMENDED AND RESTATED BY-LAWS OF EASTPOINTE HOME OWNERS' ASSOCIATION, INC. . 

a. Article VII Fiscal Management. Section 5. “Assessments.  Change to read:

5.  Assessments. Assessments against the members for their shares of the

total budgets that are assigned to the various villages and condominium associations

shall be made for the calendar year annually in advance on or before December 31st of

the year preceding the year for which the assessments are made. Such assessments

shall be due and payable on the first day of each month or the first day of each quarter

as the Association may require, but may also be paid in advance semiannually or

annually.

The Board of Directorsmay not levy a special assessment without membership approval. Any meeting at which special assessments will be considered must be mailed to the members and parcel owners and posted on the property not less than 14 days before the meeting.

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V – This amendment modifies our By-Laws to be consistent with Fl St 720.303 defining the procedure for recall of a HOA Board Officer or Director and clarifies how vacancies are filled. 

5.  AMENDED AND RESTATED BY-LAWS OF EASTPOINTE HOMEOWNERS’ ASSOCIATION, INC. Article Ill. DIRECTORS. 

Change Section 3. Vacancies paragraphs a. & b.; to read:

3. Vacancies.

a.   Vacancies in the Board of Directors occurring between annual meetings of the electing entities shall be filled by appointment by the President and approved by a majority of the remaining members of the Board. The appointed person shall be selected from the area from which the vacancy occurred. Any person appointed to fill a vacancy pursuant hereto shall serve the balance of the unexpired term . The term of a director appointed to fill a vacancy expires at the next annual meeting. 

b.  Any director may be removed by concurrence of two-thirds of the votes of members present at a special meeting called for that purpose. The vacancy so created in the Board of Directors shall be filled by nominations from the floor by the members at the same meeting, and following the election procedure of the foregoing Paragraph 2.

b. Recall of Directors. Subject to Fl St 720.303, any member of the board of directors may be recalled and removed from office with or without cause by a majority of the total voting interests. 

(1) Board directors may be recalled by an agreement in writing or by written ballot without a membership meeting. The agreement in writing or ballot shall list at least as many possible replacement directors as there are directors subject to the recall. The members may recall and remove a board director or directors by a vote taken at a special or annual members meeting.  A special meeting of the members to recall a director or directors of the Board may be called by 10 percent of the voting interests giving notice of the meeting as required for a meeting of members, and the notice shall state the purpose of the meeting. 

(2) If vacancies occur on the board because of a recall and a majority or more of the board of directors are removed, the vacancies shall be filled by members voting in favor of the recall. If removal is at a meeting and a written ballot is used, any vacancies shall be filled by the members at the meeting who voted for the recall in the same written ballot in accordance with procedural rules adopted herein. If the recall occurred by agreement in writing or by written ballot, members may vote for replacement directors in the same instrument in accordance with procedural rules adopted herein. When the recall of more than one board director is sought, the written agreement, ballot, or vote at a meeting shall provide for a separate vote for each board director sought to be recalled. If the recall is approved by a majority of all members by a vote at a meeting, the recall is effective as provided in this paragraph. The board shall duly notice and hold a board meeting within 5 full business days after the adjournment of the member meeting to recall one or more board members. At the meeting, the board shall either certify the recall, in which case such member or members shall be recalled effective immediately and shall turn over to the board within 5 full business days any and all records and property of the association in their possession.

(3) Once a petition is received by the Board with the required number of voting interest within the community, calling for recall of a Director / Directors, the named Director/Director must:

 (a) Step down / recuse themselves from any actions, activities, or votes that come before the Board until such time as the recall vote by members is conducted and certified. A board member who has been named in a recall petition may not be appointed or elected to a position as an officer or a director of any other association within the community and may not have access to the official records of any association, nor access to the resources of the association, except pursuant to a court order. However, if the recall is unsuccessful the director or officer shall be reinstated for any remainder of his or her term of office.

(b) If the board fails to duly notice and hold a board meeting within 5 full business days after service of an agreement in writing or within 5 full business days after the adjournment of the member recall meeting, the recall shall be deemed effective, and the board directors so recalled shall immediately turn over to the board all records and property of the association.

(c) A board member who has been recalled may not be appointed or elected to a position as an officer or a director of any community association for a period of three years following the recall.

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VI – This amendment to our Articles of Incorporation clarifies that the HOA Board may NOT pass special assessments without a majority of voting membership approval.

The association shall be empowered and is hereby expressly authorized to levy assessments for ordinary budgeted assessments that set out the annual operating expenses, reserve accounts for capital expenditures, and deferred maintenance for which the association is responsible, against all lots and units in the Community, in such amounts as determined appropriate by the Board of Directors of the Association. “Special Assessment’s” must be presented to the membership for approval and must be approved by a majority of the members in attendance, either in person or by proxy, at any annual or special meeting of the members.

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VII – This amendment to our By-Laws clarifies the term limits for the HOA Board President and for POA & Village Directors. 

7. AMENDED AND RESTATED BY-LAWS OF EASTPOINTE HOMEOWNERS’ ASSOCIATION, INC. Article Ill. DIRECTORS. 

Change Section 2. i. Term Limits: to read:

2. Election of Directors.

i.   Term Limits. The term of the elected directors shall commence on the day of the organizational meeting for the election of officers. No director may serve more than two (2) consecutive three-year terms. If a director serves a partial term longer than one-and-a-half (1Y,) years, it shall count as a three-year term for these term limits. No director may serve as President for more than three (3) consecutive years. A Director who serves three (3) consecutive years as President of the HOA must wait 3 full years before eligible to serve as President of the HOA again. All Village / POA Directors are subject to the same term limits as the HOA Directors. For Clarification purposes, no Village / POA Director may serve more than two (2) consecutive three-year terms. If a Village / POA Director has served more than two (2) consecutive three-year terms, that Village / POA Director must step down at the end of the current year the term limit has been identified and/ or reached / exceeded.

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