Bylaws

Gulf Shores Association Inc.

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

1. These are the By—Laws of Gulf Shores

Association Inc., a florida nan—profit
corporation, hereinartar
called Association, the Articles of Incorporation
filed in the Office of the Secretary of Stats of which were
The Association was on December 26, 1973.
Condominium pursuant to the Condominium or administering a
Act, and for the purpose
of administering CuIf Shores, A Condominium,
land in Pinellas County, which is located upon
Florida, said land
fully in the Declaration of Condominium for being described more
Gulf Shores, A Condominium.
1.1 Principal Office.
Association shall be The principal office of the
Gulf Boulevard, indian Shores,
such other place as may be designated oubsoquentj.y or at
of Directors. bS' the Board

1.2 Definitions. The basic definitions

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

1.3 Fiscal Year,

shall be the calendar year. The fiscal year or the Aseociation

2. Directors,

2.1 Number and Term.

shall constitute the whole Board shallThe number of Directors which
more than five. The Directors shall not be iess than three nor
of the Owners, end lach Director shallbebeelected at the annual meeting
for a tire of One (i) year or until his elected and shill serve
and shall qualify, successor shall be elected
Members of the Board of Directors shall
by a plurality or the votes cast at be elected
of the Association, seating of the mambere
There shall be no cumulative voting.
2.2 Initial Directors.
Association shall be the ones designatedThe initial Directors of the
in the Articles of Incorporation,
and said Directors shell manage the Condominium
meeting of the Owners. until the first annual
Thu initial Board of Directors shall
powers of the Board of Directors exercise .11
until the first membership meeting, pro-
vided any and all of said Directors shall be subject to
the event of resignation or death replacement in
as herein provided.
2.3 Vacancy and
Director or If the office of any
retirement, vacant by reason of death, resignation,
majority of the remaining removal from office or otherwise, a
Directors, though l'sss than a qUorum at
special Meeting of Directors duly called for this a
asucceseor or successors who shall hold or? ice purpose, shall choose
in respect to which such vacancy occurred. for the unexpired term
owns one (1) or more apartments, a majority ofFor so long as the Developer
the Association shall be selucted by the the Board of Directors of
be selected by the Developer need not be Developer, and such members as may
in no event shall the Developer select residents in thu building, but
for a period of longer than two (2) a majority of the Board of Directors
years from the data of ths
recording of the Declaration of Condominium,

2.4 Directors may be removed by an affirmative

vote of a majority of the Owners. No Director shall continue
the Board, if during his term or office, his to serve on
shall be terminated for any reason whatsoever.membership in the Association

EXHIBIT 9—1
 shall be manafld byPowers.
the The property and business ''.4134
nstdl5
orate powers not specifically of Directors, which of the
Assucistion
may exercise all corp-
prohibited by statute, the
Incorporation or the Declaration
are attached, or the powers Certificate of
of Condominium to which these
of the Board of Directors set rorth in the By—Laws
limited to, the shall specifically Condomintum Act. The powers
following items: include, but shall not
be
A. - To
time within which payment make and collect
assessments and establish tha
or the same is duo;

maintain, care for and To use and expend the

preserve the Apartmentsassessments collected; to
except for those in Condominium
cared for and preserved by thereof which are required Property
to be maintained,
the Apartment Owners;
C. To purchase the necessary
required in the maintenance,
care and preservationequipment and tools
referred to above;
and at as little 0. To enter into and
upon the Apartments
such maintenance, inconvenience
cars and
to the—-Owner when necessar
as possible in connectjon
preservation; with
C.
in the manner set forth Toin insure and kóp
the- Declarationinsured the
from fire and/or Condominium Property
of Condominium
liability, and
other casualty, and the
to purchase such other Apartment Owners
against loss
may deem advisable; against public
insuranca as the Board or
Directors
F. To collect delinquent
wise, abate nuisances assessments by
for violation of these and enjoin or seek damages from the suit or otherL.
fly—Laws and the terms and
Declaration of Condominium; Apartment Owner-s.
conditions or the
C. To contract with, if deemed
tenance contractor who shall
the Condominium a main-
Property and provide
to such management
maintenance, and other
to Association, and the services to
contractor such powers as may be power to delegate.
with the operation of
phases of the the Condominium necessary in
Property, and management of connection
Association, including the
to be details certain
transferred in accordance with necessary for Apartments
Condominium; the terms of the Declaratján
at
H. To employ
purchase supplies and equipment workmen, janitors and gardeners
with any of the foregoing and t0 enter into contracts and to
and generally to have the items and for other services in connection
nection with the matters powers 0r an deemed desirable,
apartment house manager in con-
hereinabove set forth;
I. To make
occupants 0f the reasonable rules and regulations
Apartments; for the
3. To do all other acts
necessary as may be required that are
Idme to ties. to properly operate the reasonable and
Condominium from
K. To hire
the purpose or bringing legal attorneys and-other
p1' and on. behalf of the professionals fpr
action or enforcing rights
actions and rights are individual condominium unit ownersin the name.
and to bring such actioncommon to all of the condominium such
in the name or and on behalf unit owners;
condominium unit ownere. of the said:
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2.6 MeetIngs. .
.

A.
the Owners shall be heldThe first meeting of each Board newly
•
immediately upon adjourneentof
which they are eleoted, provided elected by
the meeting at
thereafter as may be practicable. a quorum shall be preaent,.or. as
Directors shall be held at the The annual meeting of the Board soon
place of the Owners' meeting, of
\imrnediatalv after the adjournment and
of same.
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B. Mo notice or a Board of
be required ir the Directors meet by unanimove Directors meeting shall
written consent. The
Directors may, by resolution, duly adopted, establish
quarter—annual or sen—annual meetings. regular Monthly,
ir such
no notice or such regular meetings or the Board orresolution is adopted,
Directors shall be
required.

C. Special meetings of the Board may

the President on five (5) days' notice to each Director. be called by
ings shall be called by the President or Secretary Special meet-
in a like manner and
on like notice on the written request of three (3) Directors.

0. At all meetings of the Baird, a majority of the

Directors shall be necessary and sufficient to constitute
the transaction of buelness, and the actof a majority of a quorum for
Directors pres.nt at any meeting at which there is a quorumthe Board of'
shall be the
act or the Board or Directors, except as may be otherwise epecificelly
provided by statute, the Certificate of Incorporation, these By—Laws
the Declaration of Condominium. or
if a quorum shall not be present in any
meeting of Directors, the Directors
ing from time to time without noticepresent thereat may adjourn the seat-
other than announcement at the meet-
ing until a quorum shall be present.

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

3.1 Executive Officers. The executive officers of the

Association shall be a Praeident, Vice President, Treasurer
all of whom shall be elected annually by said Board. and Secretary,
Any two of said
off icon way be united in one person, except that the President
shall not
also be the Secretary or an Assistant Secretary or the Corporation.
the Hoard so deteraines, there may be more than If
one .Vice—Presjdent.
3.2 Mopointive Officers. The Board or Directors May
appoint such other officers and agents as they may deem
shall hold orrice during the pleasure of the Hoard or necessary who
Directors and have
such authority and perform such duties as from time to time May be
scribed by said Board. pre-

3,3 Election, The Board of Directore at its first meeting

after each annual Meeting of Owners shall elect the officers.
3.4 Term. The officers of the Association shall hold
office until their successors are chosen and qualify in their
Any officer elected or appointed by the Board of Directors stead.
may be re-
moved, for cause, at any time by the affirmative vote of a majority of
the whole Beard of Directors.

3.5 Prefldant.
A. The Presidunt shall be the chief executive officer
of the Association; he shall preside at all Meetings of the Owners and
Directors; shall be ax officio member of all standing committees; shall
have general and active management of the business of the Association,
and shall see that all orders and resolutions of the Boatd of Directors
are carried into effect;

B. He shall execute bonds, mortgages and other con-

tracts requiring a seal, under the seal by the Association, except where
the earns are required or permitted by law to be otherwise signed and
executwd and except where the signing and execution thereof' shall be
expressly delegated by the Board of Directors to other officer or agent -

of the Association.

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A. The Secretary shall keep the
Member meetings and of the Board minutes of the
inure books provided rot that or Directors' meetings in One
purpose; or

B. He shall
accordance with the Provisions orsee that all notices
these By—Laws or are duly given in
as required by law;
C. He shall be Custodian or the cQrporate
and or the seal of the Association records
and shall see that the seal of'
Association is afrixeci to all documents, the
behalf or the Association under the execution or which on
ance with the Provisions of theseits seal, is duly authorized in accord.
By—Laws.
0. He shall keep a register of the
addresses or each Owner, which post office
by such Owner, shall be furnished to the Secretary

3.7 The Vice President

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

3.8 The Treasurer,

A. The Treasurer
accounts of receipts and disbursementsshall keep full and accurate
Association, and shalr deposit all in books belonging to the
in the name and to the credit monies and other valuable effects
as may be designated of the Association in such depositori05
by the Board or Directors, the
corporation or these By—Laws; Articles of In-

B. He shall disburse the runde of the

as ordered by the Board, taking Association
and shall render to the President,proper vouchers for such disbursements,
ings or the Board, or whenever they and Directors, at the regular meet-
his transactions may require it, an account of all
Association; as Treasurer and of the financial condition or the

C, He may be required to give the Association

bond in the sum and with one a
or more sureties
Board, for the faithful performance satisfactory to the
the restoration to the Association, of the duties or his office, and
or removal from office, of all in case of his death, resignation
Property of whatever kind in hisbooks, papers, vouchers, money or other
Asseciation poseession belonging to the

3.9 Vacancies. If the office of any Director, or of

President, Vice President, Secretary the
becomes vacant by reason of death, or Treasurer, or one or more,
otherwise resignation
the Directors, by a majority or
of Directors provided for in vote or a quorum or the Board
these By—Laws, may choose
successors who shall hold office for a successor or
the unexpired term4
3.10
Any Directors or officers mayreeign
his office at any time, such resignation
to take effect from the time of to be made in writing, and
less some time be fixed in the its receipt by the Association, un-
The acceptance or a resignation resignation, and then from that date.
effective. shall not be make it

4. Membership.

4.1
That Memuer designated by the
Owner or Owners (as recorded in the Public
Hecords of Pinellas County,

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 h.i4134 'AGUIS?
Florida), of a vested present interest
majority interest in such in an
Apartment, Owning the
one vote. The shall have the right to cast
the Secretary or the shall be made by
Association in writing a statement filed with
Continue to cast the vote for and said person
single all such Owners of interest in shall
until such time a
designated as the voting member. as another person Properly
members than the number of ApartmentsThere shall never be more voting
failure to rile the in this Condominium. The
aforementioned written statement
Secretary prior to an Owners' with the
specific Owners of an meeting will result in depriving
or vote, the
4.2 Vote
than one Person, all of the ownersIn the event ownership is in more
entitled collectively to only -one in such membership shall
tion and the vote may not be vote in the management of be
single membership. divided between plural
Owners of a
4.3
Apartment is not a natural person, In the event the Owner
or an
the subject entity shall designate
a natural person who shall be
entitled to Occupy the
a member or the
procedures set forth in the Association subject
By—Laws. Declaration of Condominium andtothese
the

5.
P)ernbership.
5.1
Place. All meetings of the Association
be held at the office of the Association
shall membership
as may be Stated in the notice. or such other place
5.2 ,&flflwllffleetin
Owners of the Association shall annual meeting of the
be held as may be decided by the
initial Board of Directors. Thereafter, the annual meeting of the
Association will be held on the first monday
the first annual meeting or the month in which
of the Owners was held.
Monday rails on a legal holiday, If the first
the next secular day. then the meeting will held on
5.3
At least ten days before the
Owners' meeting, a complete list of annual
said election arranged numerically individuals entitled to vote at
resident of each, shall be prepared by apartment units, with the
shall be kept by the Secretary by the Secretary,
Such lists
and shall be open to examination
any Member during said ten day period, by

5,4
for any purpose or purposes, unlessSpecial meetings of the Owners,
or by the Articles of Incorporation otherwise proscribed by statute
may be called by the President
or Secretary at the request, in writing,
Board of Directors, or at the request, of a majority of the
of the Ownirs who must collectively in writing, of 25 percent.
common elements. own at least 25 percent of the

A. Notice,
uirittennoticeof a special meeting of
Owners stating the time, place and
object thereof, shall be served
upon or mailed to each individual entitled
such addresses as appear on the books to vote thereat, at
of the Association, at least
five (5) days before such meeting; business
meetings shall be confined to the objects transacted -at all special
stated in the notice thereof,
5.5 Right to Vote,
At any meeting of the Owners' every
Owner having the right shall be entitled to vote in person
or by proxy, Such proxy shall only- be valid for
subsequent adjourned meetings thereor. such meeting or

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 "4134 tARII9S
5.6 tp
is at any meeting,
entitled to vote present in the majority of the vote When a quorum
of the £fldividuals
person
shall decide any question brought or represented by written proxy
question is one upon which, by. before the meeting, unless
the
Statute8, the Declaration, the express provision or the Florida
By—Laws, a different Articles of Incorporation
or of these
provision shall governvote is required, in which case such express
and control the decision of such
question.
of the Fifty..one percent (51%) of the ownership
together
thereto, of Association with the Common Slements
present in person or by proxy, appurtenant
requisite to and shall be
Owners for the transaction or a quorum at all meetings
of the
by statute, by the Articles of business, except as otherwise provided
If, however, such Incorporation
quorum shall not be present or by these By—Laws.
Or represented at any
meeting of the Owners, the
in person or represented by members entitled to vote thereat, present
journ the meeting frqm time to written proxy, shall have
time, without notice power to ad-
announcement at the 'nesting, until other than
represented. a quorum shall be present or
At such adjourned meeting
present or represented at which a quorum shall be
have been transacted at any business may be transacted
the meeting which might
originally called.
5.8 andWaiver Whenever the vote of
a meeting is required or
permitted by any provision
or the Articles of Incorporation at
of the. Statutes
in connection with any action or of these By—Laws to be taken
of the Association,
vote or Owners may be dispansuri the meeting and
with if all the Owners
have been entitled to vote upon the who would
meeting were held shall consent in action of such meeting if such
taken. wri-tkng to such action being

6. Notice5.

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

6.2 Service of Notice.. Waiver

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

7.1 Secretary. The Secretary

or the Association shall
plaintain a register in the Association ofrice
of members. showing the name and
7.2 Any application for the transfer of
membership or for a conveyance of interest in
lease of an Apartment shall be accompanied an Apartment or a
in the amount of Twenty..five by an application fee
dollars
or contacting the references given by (125.00) to cover the cost
qbsts of inve3tigation that the applicant and such other
If a management contract with may be incurred by the Board of Directors.
the management Contractor
existence, this fee shall be payable to is in
for its services in connection with the management Contractor
the screening or
and the ifianagement
Contractor is not prohibited rrom an applicant,
\saicl charge in the event it becomes rbasonable increasing
fur it to do so.

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 4j34 PACC1199

'•3 Apartments. The Association

shall maintain a suitable register for the
Apartments. In the event notice or default recording of mortgaged
is given any Member
under an applicable
provision or the By—Laws, Articles of
tion, or the Declaration, a copy of such notice
the registered mortgagee. shall 'be mailed to

8. Rules and ReQulations

Declaration, the Association In accordance with the
as may be necessary from time shall establish rules and regulations
to time. The rules-and regulations
attached hereto shall be the rules followed
mont Building until changed or modified by the Owners or the Apart..
by the Board of Directors.
9.
B—Laws The By—Laws of the Association
may be altered, amended or repealed, unless
herein, at any regular or special specifically prohibited
meeting of the Owners by a 75%
vote of all Owners or the Association,
said membership meeting has been and provided that notice of
By—Lass and that the notice given in accordance with these
of the proposed amendment. as aforesaid contained a full statement
No modification or amendment to the
Laws shall be valid unless set forth By-
to the Declaration of as a duly recorded Amendment
I

END UI BY—LAWS

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STATE. OF FLORIDA,
DEPARTMENT OF STATE

I, RICHARD (DICK) STONE, Secretary of Stataof the

State of Florida, do hereby
certify that the following isa true and
correct copy of
CERTIFICATE OF INCORPORATION

OF

GULF SHORES ASSOCIATION, INC.

a corporation not for profit organized

and Oxistijfijjidor the Laws of the State of
Florida, flied on the 26th day of
December, A.D., 19
as shown by the records of this office.

GIVEN under my hand and the Great

Seal of the State of Florida, at
—. —.

;L Tallahassee the Capital, this the

-
3rd day of January,
A.D., 1974.
.—. .'i.

SECRETARY OF STATE

cot p.94
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