THE EAGLES MASTER ASSOCIATION, INC - ARTICLES OF INCORPORATION BY-LAWS DECLARATION OF COVENANTS, RESTRICTIONS AND EASEMENTS
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THE EAGLES MASTER ASSOCIATION, INC.
0 ARTICLES OF INCORPORATION
0 BY-LAWS
0 DECLARATION OF COVENANTS, RESTRICTIONS AND
I EASEMENTS/
TABLEOF~ONTENTS
Article I
Name .. . .. . . .. . .. . . .. . .. . . . .. . . . .. . .. .. . .. .. . .. . .. . .. . .. . .. . .. . .. . . . .. . .. . . .. .. . .. .. . .. .. . .. .. .. .. . 1
Article II .
Purposes and Powers . . .. . .. . ... . .. .. . .. . . .. . .. . .. . .. . . .. . . .. . .. . . .. .. . .. .. . .. .. .. . .. .. .. . 1
Article III
Membership and Voting Rights ..................................................... 4
Section 1. Membership ........................................................ 4
Section 2. Voting ................................................................. 5
Section 3. Meetings of Members ......................................... 6
Article IV
Corporate Existence . . . .. . . .. .. .. . .. . .. .. . .. . .. .. . . .. . .. . . . .. . .. . .. . .. . .. .. . .. .. .. . .. .. .. .. 7
Article V
Directors .......................................................................................... 7
Section 1. Management by Directors ................................... 7
Section 2. Initial Board of Directors .................................... 7
r Section 3. Election of Members of Board of Directors .... ...8
Article VI
Officers .......................................................................................... 8
Section 1. Offkes Provided For .......................................... 8
Section 2. Election and Appointment of Officers.. ............ .8
Section 3. First Offkers ....................................................... 9Article VII ./
9
By Laws ...........*.........................................................*...................
Article VIII
Amendments ..................................................................................10
Article IX
Indemnification ................................................................................10
Article X
Registered Agent ............................................. ..............................11
Article XI
Incorporator ...................................................................................11ng
ARTICPES
OF INCORPORATION
OF /p
THE EAGLES MASTER ASSOCIATION, INC. "c-- 4
,-' c:?,
(A Corporation Not-for-Profit) -.>:g.. $$ @p+
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The-undersigned incorporator, desiring to form a corpora‘\ obligations of the Association, in accordance with the
i
Declaration, including but not limited to the following:
(a) To make and collect assessments against members of the
Association as provided for in the Declaration for the purpose of
defraying the charges and expenses of the common areas and common
facilities as well as of .the administrative affairs of the
Association. Assessments paid by members shall be held in trust
by the Association and used solely to pay: (1) the cost of
operation, maintenance, preservation, enhancement- or repair of
the' common areas and common facilities and other costs related
thereto, and (2) the cost of administration of the affairs of the
Association, including but not limited to payment of applicable
taxes and fees, management and professional fees, and the preser-
.-.,\ vation of the Association's existence. To the extent not
expended in the year in which paid, assessments shall continue to
be held in trust by the Association for the benefit of the
members to be expended solely for the purposes set forth herein.
(b) To use the proceeds of assessments in the exercise of
its powers and duties.
(cl To maintain, repair, replace and operate all of the
common areas and common facilities.
(d) To purchase'..insurance covering the common areas and the
common facilities and all properties the Association shall hold
and insurance for the protection of the Association and its
members.
(e) To improve the common areas and common facilities and,
_' after casualty, to reconstruct improvements.
-2-(f) To enforce by &egal means the regulations for the use
of the common areas and common facilities.
(9) To contract for the management, including maintenance,
repairlt *replacement and operation of any and all of the common
areas and common facilities and to delegate to a contractor or
contractors all powers and duties of this Association.
(h) To enter into contracts or agreements for the mainte-
nance of accounting and bookkeeping records and for the use of
data processing facilities or services.
(i) To enter into such other contracts or agreements
reasonably necessary or convenient for the proper exercise of the
rights, powers, duties and functions of the Association.
Cj) To employ all personnel reasonably necessary to perform
the services required for proper exercise of the rights, powers,
duties and functions of the Association.
(k) To exercise any .and all common law and statutory
powers, although not specifically recited above, of a corporation
not-for-profit, reasonably necessary or convenient to carry out
and perform the purpose for which the Association is organized
and its enumerated powers.
Owners, the Association and its members,. other than The
Eagles, Ltd., or its successors and assigns, shall have no rights
whatsoever to such golf courses -as may be located within or
adjacent to the Eagles except such license of use as The Eagles,
Ltd., may give by separate written authorization and such golf
courses may be sold, transferred, mortgaged or otherwise
-3--‘\ encumbered as The Eagles# Ltd., its successors and assigns, may
i
in their sole right determine.
$ a. ARTICLE III
Membership and Voting Rights
Section 1. Membership. The Developer, every owner of a
single-family lot that is subject to assessment, every owner of a
multi-family dwelling unit that is subject to assessments, the
owner of the golf courses that are subject to assessment, and the
owner of commercial property that is subject to assessment is a
member of the Agsociation. If ownership of a single-family lot
or multi-family dwelling unit is held by more than one (1)
person, all such persons are members. An owner of more than one
./ single family lot or multi-family dwelling unit is entitled to
one membership for each such lot or dwelling unit upon which it
is based and is .transferred automatically by conveyance of
ownership of that lot or dwelling unit. The owner of the golf
courses shall be entitled to one vote for each acre owned up to a
total of 200 acres. The owner of the commercial property shall
be entitled to two (2) votes. No person other than an owner may
be a member of the Association, and a membership in the
Association may not be transferred except by the transfer of
ownership of a lot or dwelling unit; provided, however, the
foregoing shall not be construed to prohibit the assignment of
membership and voting rights by an owner who is a contract seller
to his vendee in possession.
-4-Section 2. Voting_./ The Association has two classes of
voting membership:
(a) Class A: Class A members are all owners of lots or
dwelling ,units in the Villages of the Eagles except Developer
and, each owner is entitled to one (1) vote for each lot or
dwelling unit owned. The owner of the golf courses, which may be
the developer, shall be a Class A member and shall be entitled to
one (1) vote for each acre owned up to a total of two hundred
(200) acres. The owner of the commercial property shall be a
Class A Member and shall be entitled to two (2) votes. Upon
termination of Class B membership, Class A members shall be all
owners of lots or dwelling units, including Developer or its
assigns, the owner of the commercial property and the owner of
" the golf courses. If more than one (1) person owns an interest
in any lot or dwelling unit, all such persons are members, but
the vote with respect to such lot or dwelling unit shall be
exercised only by that one person designated in writing by all
such members, and no split vote is permitted. Prior to any
meeting at which a vote is to be taken, each co-owner shall file
the name of the voting co-owner with the Secretary of the
Association to be entitled to vote at such meeting. Such general
voting authority filed with the Secretary shall remain applicable
to all votes until rescinded,
(b) Class B: The Class B member(s) is the Developer and is
. I-.\ ---L-- 5-e -3-h lnt or dwellina unit or--
.< cease and be converted to/Class A membership on the happening of
either of the following events, whichever occurs first:
(i) When the total votes outstanding in the Class A
membership equal the total votes outstanding in the Class B
membership;
(ii) December 31, 2010; or
(iii)When Developer shall sooner elect to terminate its
rights as a Class B member.
Whether as a Class B or Class A member, as. long as the
Developer or its assigns or any of them is the owner of the golf
courses, the Developer or its assigns shall be entitled to no
less than two hundred (200) votes.
(c) Resignation of Golf Course Owner. The owners of the
'7 golf courses at such owners sole discretion, may at any time
,i
resign and terminate owner's membership in the Association upon
delivery of such resignation and termination in writing to the
Board of Directors. Upon delivery of such written resignation
and termination such owner shall be relived of all
responsibilities of any kind to the Association and shall have to
further rights as a member of the Association.
Section 3. Meetings of Members. The. Bylaws of the
Association shall provide for an annual meeting of members, and
may make provision for regular and special meetings of members
other than the annual meeting. A quorum for the transaction of
business at any meeting of the members shall exist if thirty
percent of the to-k 1 number of members in good standing shall be
present or represented at the meeting.
-6-E5301% 285
-..
/ ARTICLE IV
J
Corporate Existence
The corporation shall have perpetual existence.
? l .
ARTICLE V
Directors
Section l..Management by Directors. The property, business
and affairs of the Association shall be managed by a Board of
Directors, which shall consist of not less than three nor more
than nine persons, but as may persons as the Board of Directors
shall from time to time determine. A majority of the directors
in office shall constitute a quorum for the transaction of
business. The Bylaws shall provide for meetings of directors,
: including the annual meeting.
,'
Section 2. Initial Board of Directors. The names and
addresses of the first Board of Directors of the Association, who
shall hold office until qualified successors are duly elected and
have taken office, shall be as follows:
Name Address
Constantine Peter Lambos 29 Broadway
New York, New York 10006
Alfred A. Giardino 29 Broadway
New York, New York 10006
Mary D. Xaufenberg 16101 Nine Eagles Drive
Odessa, FL 33556
Robert G. Peters 16101 Nine Eagles Drive
Odessa, FL 33556
Rodger F. Seckinger 16101 Nine Eagles Drive
Odessa, FL 33556
-7-Robert B. Hutchinson/ 16101 Nine Eagles Drive
Odessa, FL 33556
Section 3. Election of Members of' Board of Directors,
Except? for the first Board of Directors, directors shall be
elected by the members of the Association at the annual meeting i
\
of the membership as provided by the Bylaws of the Association,
and the Bylaws 'may provide for the method of voting in the
election and for removal from office of directors. All directors
shall be members of the Association or shall -be 'authorized
representatives, officers, or employees of the Developer.
Section 4. Duration of Office. Members elected to the
Board of Directors shall hold office until they resign or until
the next succeeding annual meeting of members, and thereafter
.-
1 until qualified successors are duly elected and have taken
office.
Section 5. Vacancies. If a director elected by the general
membership shall for any reason cease to be a director, the
remaining directors so elected may elect a successor to fill the
vacancy for the balance of the unexpired term.
ARTICLE VI
Officers
Section 1. Offices Provided For. The Association shall
have a President, a Secretary, and a Treasurer, and such other
officers as the Board of Directors may from time to time elect.
Section 2. Election and Appointment of Officers. The
officers of the Association, in accordance with any applicable
-8-- *. provisions of the Bylaws, shall be elected by the Board of
Directors and serve at the pleasure of the board and until
qualified successors are duly elected and have taken office. The
Bylaws mey provide for the method of voting in the election, for
the removal from office of officers. The President and Vice
President shall be directors; other officers may or may not be
directors of the' Association. If the office of President shall
become vacant for any reason, or if the President shall be unable
or unavailable to act, the Vice President shall .automatically
succeed to the office or perform its duties and exercise its
powers. If any office other than that of the President shall
become vacant for any reason, the Board of Directors may elect or
appoint an individual to fill such vacancy.
\ Section 3. First Officers. The names and addresses of the
.;
first officers of the Association, who shall hold office until
the annual meeting of directors and until successors are duly
elected and have taken office, shall be as follows:
Office Name Address
President Mary D. Kaufenberg 16101 Nine Eagles Dr.
Odessa, FL 33556
Secretary/ Rodger F. Seckinger 16101 Nine Eagles Dr.
Treasurer Odessa, FL 33556
ARTICLE VII
Bylaws
The Board of Directors shall adopt Bylaws consistent with
these Articles of Incorporation. Such Bylaws may be altered,
-9-amended or repealed by thR3 membership in the manner set forth in
the Bylaws.
$ .-
ARTICLE VIII
z
Amendments
Amendments to these Articles of Incorporation shall be
proposed and approved by the Board of Directors and thereafter
submitted to a meeting of the membership of the Association for
adoption by a vote of two-thirds (2/3rds) of the members present
and voting.
ARTICLE IX
Indemnification
The Association shall indemnify every officer, committee
member and director against any and all expenses, including
counsel fees, reasonably incurred by or imposed upon any officer
or director in connection with any action, suit or other proceed-
ing (including settlement of any suit or proceeding approved by
the Board) to which-he or she may be a party by reason of being
or having been an officer, director or committee member. The
officers and directors shall not be liable for any mistake of
judgment, negligent or otherwise, except for their own individual
willful misfeasance, malfeasance, misconduct or bad faith. The
officers and directors shall have no personal liability with
respect to any contract or other commitment made by them, in good
faith, on behalf of the Association (except to the ,extent that
such officers or directors may also be members of the
-lO-Association) and the Assoyiation shall indemnify and forever hold
--.
:
each such officer and director free and harmless against any and
all liability to others on account of any such contract or
commitment. Any right to indemnification provided for herein
shall not be exclusive of any other rights to which any officer
or director or former officer or director may be entitled. The
3
Association shall, as A‘common expense, maintain adequ@T;g&ral ,-
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insurance is reasonably available. *,.-. STATE OF FLORIDA 1 ?
.Ii
COUNTY OF HILLSBOROUGH )
The foregoing instrument was acknowledge before me this
gARTICLES OF AMENDMENT
TO
ARTICLES OF INCORPORATION
OF
THE EAGLES MASTER ASSOCIATION. INC,
(A Corporation Not-for-Profit)
Pursuant to the provisions of Article VIII of its Articles of Incorporation, the
undersigned not-for-profit corporation hereby adopts the following Articles of Amendment
to its Articles of Incorporation fded on the 24th day of December, 1987, and recorded on
December 29, 1987, as an Exhibit to the Declaration of Covenants, Restrictions and
Easements by The Eagles, Ltd., in the Official Records of Hi&borough County, Florida, at
Official Record Rook 5301, Pages 279 et. seq. ;
1. Article III, Section 2(c) of the Articles of Incorporation of The Eagles
Master Association, Inc., is hereby deleted in its entirety.
2. Pursuant to Article VIII, the foregoing Amendments were approved by
the Board of Directors on the 15th day of March, 1994, and were adopted by two-thirds (2/3)
of the Association members present and voting on the
1994.
Filed by:?
INWlTNESS WHEREOF, the undersigned President and Secretary of this Corporation
have executed these Articles of Amendment on this p
THE EAGLES MASTER ASSOCIATION,
INC. :
By:
Ma.r$ D,&aufenberg, President
Attest:
C. Peter Lamb&, Secretary
state of Florida
County of Hillsborough
The foregoing instrument was acknowledged before me this f? day of April,
1994, by Mary D. Kaufenberg and C. Peter Lambos, as President and Secretary, respectively,
of The Eagles Master Association, Inc., a Florida not-for-profit corporation, on behalf of the
corporation. He/she is personally known to me U
-e=! . . . anddi &F-f
is - take an oath.
Sigiiature of P
Name of acknowledger typed, printed or stamped
Notary Public, State of
Notarial Serial NumberINSTFt % 1999394001
TABLE OF CONTENTS OR BJK 09978 PG 0385
RECORDED 12/23/1499 01:iO PM
RICWlRD IWE CLERKOF CWRT
By-Laws of HILLSEOAWGH CWNTY
The Eagles Master Association, b#! M+RKD R”pra*t
Article I
Definitions . ... .. .. ... ... .. .. ... ... .. .. .. ... .. .. .. ... .. .. .. ... .. .. .. ... .. .. .. .. .. .. . .. .. . .. . .1
Article II
Location .. .. .. .. ... .. .... . ... .. ... .. ... .. .. .. ... .. .. .. ... .. .. ... .. .. .. .. ... .. .. .. .. . .. .. . .. . .. 1
Article Ill
Membership .. ... .. .. ... .. .. ... ... .. .. ... .. .. .. .. ... .. ... .. ... .. .. .. ... .. .. .. .. . .. .. . .. ..-.. 1
Article IV
Board of Directors .. .. .. ... .. ... .. ... . ... .. .. .. ... ... .. ... .. .. ... . .. ... .. . .. .. .. . .. . .. .2
Article V
Officers.. . .. .. .. ... .. ... ... .. .. ... ... .. .. ... . ... .. .. ... .. .. ... .. .. .. ... .. .. .. .. .. .. . ... . . .. . ..4
Article VI
Meetings of the Members . .. .. .. ... .. .. .. ... .. .. .. .... .. .. .. .. .. .. .. ... . .. . ... . . .. .5
Article VII
Committees..... .. ... .. .. ... .. ... .. .. .. ... .. .. .. ... .. .. ... ... .. .. ..._...................... 7
Article VIII
Books and Papers . .. .. ... .. .. ... .. .. .. .. ... .. ... .. .. ... ... .. .. .. .. .. .. .. .. .. .. . .. . .. . .7
Article IX
Amendments .. ... ... ... .. .. .. ... .. .. .. ... .. .. ... .. .. ... .. ... .. .. ... . ... .. .. .. .. .. . .. . . ..-. 8
Article X
Rules and Regulations ... .. ... . ... .. ... . ... .. ... .. .. .. ... .. .. .. ... .. .. . .. .. .. . .. . .. .9
Prepared by: The Eagles, Ltd. Return
..--e--
to:I I
OR BK 09978 PG 0386
AM&NDED AND RESTATED
BYLAWS
OF
THE EAGLES MASTER ASSOCIATION. INC.
(A Corporation Not-for-Profit)
ARTICLE I
DEFINITIONS
All defined terms used in these Bylaws shall have the meaning assigned to them in the
Declaration of Covenants, Restrictions and Easements by The Eagles, Ltd. , to which these Bylaws
are attached, (the “Declaration”).
ARTICLE II
LOCATION
Section 1. The principal office of the Association shall be located at Odessa, Florida or at
such other place as may be established from time to time by the Board of Directors.
ARTICLE III
MEMBERSHIP
Section 1. Membership of the Association shall be set forth in Article III, Section 1, of the
Articles of Incorporation of The Eagles Master Association, Inc.
Section 2. The rights of membership are subject to the payment of annual and special
assessments levied by the Association, the obligation of which assessment is imposed against
each owner of, and becomes a lien upon, the properties against which such assessments are made
as provided by the Declaration. Members delinquent in the payment of such assessments shall
not be able to vote until all delinquent sums have been paid in full.
2OR BK 09978 PC 0387
ARTICLE IV
BOARD OF DIRECTORS
Section 1. After the initial appointment of directors by the corporation’s incorporator
pursuant to the Articles of Incorporation, the directors of the Association shall be elected at the
annual meeting of the members as specified in the Articles of Incorporation. The election shall be
decided by majority vote.
Section 2. Any director may be removed from office at any time with or without cause by
the affirmative majority vote of the total Association membership, provided however that the
directors elected by the Class B members including those named in the Articles of Incorporation
may be removed only by the Class B member.
Section 3. The first meeting of the duly elected Board of Directors, for the purpose or
organization, shall be held immediately after the annual meeting of members, provided the majority
of the members of the Board elected be present. Any action taken at such meeting shall be by a
majority of the whole Board. If the majority of the members of the Board elected shall not be
present at that time, or if the directors shall fail to elect officers, the meeting of the Board to elect
officers shall then be held within thirty (30) days after the annual meeting of members upon three
(3) days’ notice in writing to each member of the Board elected, stating the time, place and object
of such meeting.
Section 4. Regular meetings of the Board of Directors may be held at such place or places
on such days and at such hours as the Board of Directors may from time to time decide. All regular
and special meetings of the Board of Directors must be open to all members except for meetings
between 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.
3OR BK 09978 PG 0388
Section 5. No separate notice shall be required to be given to board members of any
regular meeting of the Board of Directors. Notice of all regular and special board meetings must
be posted in a conspicuous place in the community at least forty-eight (48) hours in advance of 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.
Section 6. Special meetings of the Board of Directors may be called at any time by the
President or by any two members of the Board and may be held at such place or places as the
Board may from time to time decide.
Section 7. Notice of each special meeting of the Board of Directors, stating the time, place
and purpose or purposes thereof, shall be given by or on behalf of the President or by or on behalf
of the Secretary or by or on of any two (2) members of the Board to each member of the Board not
less than three (3) days prior to the scheduled date of the special meeting by mail or one (1) day
by telephone or telegraph. Special meetings of the Board may also be held at any place and time,
without notice, by unanimous waiver of notice by all the directors.
Section 8. Directors may not vote by proxy or by secret ballot at board meetings, except
secret ballots may be used in the election of officers. The notice and voting requirements of this
Article shall also apply to meetings of any committee or similar body, when a final decision is being
made regarding the expenditure of association funds, and to any body vested with the power to
approve or disapprove architectural decisions with respect to parcels of residential property owned
by members of the Association.
4OR BK 09978 PG 0389
ARTICLE V
OFFICERS
Section 1. Any officer may be removed at any time by the affirmative vote of a majority of
the Board of Directors at any duly called regular or special meeting of the Board.
Section 2. The President shall be the chief executive officer of the Association. The
President shall preside at all meetings of the members of the Association and of the Board of
Directors, unless the meeting shall select another to preside. He shall have the general powers
and duties of supervision and management of the Association which usually pertain to his office,
and shall perform all such duties as are properly required of him by the Board of Directors.
Section 3. The Board of Directors may elect one (1) or more Vice Presidents, who shall
have such powers and perform such duties as usually pertain to such office or as are properly
required of such officer(s) by the Board of Directors. In the absence of disability of the President,
the Vice President shall perform the duties and exercise the powers of the President.
Section 4. The Secretary shall issue notices of all meetings of the membership of the
Association and the Board of Directors where notice of such meetings is required by law or in these
Bylaws. The Secretary shall keep or cause to be kept the minutes of the meetings of the
membership and of the Board of Directors.
Section 5. The Treasurer shall have the care and custody of all the monies and securities
of the Association. He shall enter on the books of the Association, to be kept by him for that
purpose, full and accurate accounts of all monies received by him and paid by him on account of
the Association. He shall sign such instruments as require his signature and shall perform all such
duties as usually pertain to his office or as are properly required of him by the Board of Directors.- .-
OR BK 09978 PC 0390
Section 6. Vacancies in any &ice arising from any cause may be filled by the Board of
Directors at any regular or special meeting.
ARTICLE VI
MEETINGS OF THE MEMBERS
Section 1. The regular annual meeting of the members shall be held annually during the
month of October at such time and place as shall be determined by the Board of Directors. The
election of Directors shall be held at or in conjunction with the annual meeting.
Section 2. Special meetings of the members may be called for any purpose at any time (1)
by the President, the Vice President, the Secretary or Treasurer, or (2) by any two (2) or more
members of the Board of Directors, or (3) upon written request of the members who have a right
to vote one-fourth (l/4) of the votes of the Class A membership. Business conducted at a special
meeting is limited to the purposes described in the notice of the meeting.
Section 3. Notice of meetings of the members may be given to the member either
personally, or by sending a copy of the notice through the mail, postage thereon fully paid, to his
address appearing on the records of the Association. Notice of a special meeting must include a
description of the purpose or purposes for which the meeting is called. Each member shall register
his address with the Secretary, and notices of meetings shall he mailed to him at such address.
Notice of any meeting, regular or special, shall be mailed or personally delivered at least fourteen
(14) days in advance of the meeting and shall set forth the general nature of the business to be
transacted; provided, however, that if any business of any meeting shall involve any action
governed by the Articles of Incorporation, notice of such meetings shall be given or sent as therein
provided.
6OR BK 09978 PG 0391
Section 4. The presence, in person or by proxy, at any meeting of members entitled to cast
thirty percent (30%) of the Class A membership votes shall constitute a quorum for any action
governed by these Bylaws.
Section 5. Any member may tape record or videotape meetings of the Board of Directors
and meetings of the members. The Board of Directors may adopt reasonable rules governing the
taping of meetings of the Board and the membership.
Section 6. The Association may suspend the voting rights of a member for the nonpayment
of regular annual assessments that are delinquent in excess of 90 days upon a majority vote of the
Board of Directors.
ARTICLE VII
COMMITTEES
Section 1. The Architectural Control Committee shall be a standing committee of the
Association. The Board of Directors may appoint such other committees and assign to them such
duties as the Board deems advisable.
Section 2. The Architectural Control Committee shall be appointed, shall serve and shall
have the duties and functions as described in the Declaration. A party aggrieved by a decision of
the Architectural Control Committee shall have the right to make a written request to the full Board
of Directors, within thirty (30) days of such decision, so that the Board of Directors may review such
decision. The determination of the Board of Directors, upon reviewing such decision of the
Architectural Control Committee, shall in all events be dispositive.OR BK 09978 PG 0392
ARTICLE VIII
BOOKS AND PAPERS
Section 1. The official books, records and papers of the Association shall be maintained
within the state and shall at all times, during reasonable business hours, be subject to the
inspection and available for photocopying by any member of the Association or such members duly
authorized representatives within ten (10) business days after receipt of a written request for
access.
Section 2. The Association may adopt reasonable written rules governing the frequency,
time, location, notice, and manner of inspections, and may impose fees to cover the costs of
providing copies of the official records, including, without limitation, the cost of copying. The
Association shall maintain an adequate number of copies of the recorded governing documents
to ensure their availability to members and prospective members, and may charge only its actual
costs for reproducing and furnishing these documents to those entitled to receive them.
Section 3. The Association shall prepare an annual financial report within sixty (60) days
after the close of the fiscal year. The Association shall provide each member a copy of the annual
financial report or a written notice that a copy of the report is available upon request at no charge
to the member.
ARTICLE IX
AMENDMENTS
Section 1. These Bylaws may be amended, at a regular or special meeting of the members,
by a vote of fifty-one percent (51%) of members present in person or by proxy, provided that the
notice to the members of the meeting disclosed the information that the amendment of the Bylaws
8.
I
OR BK 09978 PC 0393
was to be considered; provided, hodever, the provisions which are governed by the Articles of
Incorporation of this Association may not be amended except as provided in the Articles of
Incorporation or applicable law; and provided further that any matters stated herein to be or which
are in fact governed by the Declaration may not be amended except as provided in the Declaration.
Notwithstanding.anything herein to the contrary, the Class B member as described in the Articles
of Incorporation of the Association shall be permitted to amend these Bylaws at any time and no
amendment of these Bylaws may be made without the consent of the Class B member.
Section 2. Any amendment shall become effective upon recording of such amendment with
the Clerk of the Circuit Court of Hillsborough County.
Section 3. In case of any conflict between the Articles of Incorporation and these Bylaws,
the Articles shall control; and in the case of any conflict between the Declaration and these Bylaws,
the Declaration shall control.
ARTICLE X
RULES AND REGULATIONS
Section 1. The Board of Directors shall have the authority to promulgate rules and
regulations not inconsistent with the Amended and Restated Declaration, Articles of Incorporation,
and Amended and Restated Bylaws, to enforce and implement the provisions of said documents.
The rules and regulations shall be in writing and shall be adopted by a majority vote of the Board
of Directors.
Section 2. The Board of Directors may suspend, for a reasonable period of time, the rights
of members or a member’s tenants, guests, or invitees, or both, to use the common areas or
facilities and may levy reasonable fines, not to exceed $100.00 per violation, against any member
or any tenant, guest or invitee. A fine may be levied on the basis of each day of a continuing
9OR RK 09978 PG 0394
violation, with a single notice and opfiortunity for hearing, except that no such fine shall exceed
$1 ,OOO.OO in the aggregate unless otherwise provided in the Declaration, Articles of incorporation,
or these Bylaws.
Section 3. 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 an opportunity for a 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, or sister of an officer,
director, or employee. If the committee, by majority vote, does not approve a proposed fine or
suspension, it may not be imposed.
Dated:
/?ii#d& mJ ‘4V
STATE OF FLORIDA
COUNTY OF HILLSBOROUGH
I hereby certify that on this day before me, C.P. Lambos, a General Partner
of The Eagles, Ltd. appeared before me and executed the foregoing instrument and
acknowledge before me that he executed the same.
Witness my hand and official seal in the County and State aforesaid this
20t h day of December, 1999.
MY commission expires:
Per ‘sona 11 y known
#364/Bylaws/CPUcpl
10OR BK 09978 PG 0395
TABLE OF CONTENTS
DECLARATION OF COVENANT, RESTRICTIONS
AND EASEMENTS FOR THE EAGLES
Article I
Definitions .. .. .. . .. .. .. .. .. .. . .. ... . .. . ... .. .. .. ... ... .. .. .... .. .. ... .. ... 1
Article II
General Development Plan ._................_......._..........._ .
Planned Community ...__...._...._....__........__......_.
Villages at The Eagles .. .. ... .. ... ... .. .._...............
Golf Courses .. .. .. .. . .. .._....................................
Utilities; Irrigation; Cable/Community Television
Article Ill
Covenants.. ............................................................... 8
Residential Use .............................................. 8
Village Association.. ....................................... 9
Single Family Dwelling Unit and Multi Family
Building Construction and Contract thereof .... 9
Water and Sewer.. ......................................... 10
Irrigation ......................................................... IO
Temporary Buildings and Building Materials .. 11
Garages Required.. ........................................ 11
Fences, Walls and Hedges ............................ 12
Trees.. ............................................................ 12
Artificial Vegetation ........................................ 12
Tennis Court.. ................................................. 12
Docks ............................................................. 12
Roadways ...................................................... 13
Lakes, Wetland Regulations .......................... 13
Atennas .......................................................... 13
Clothes Hanging and Drying .......................... 13
Vehicles and Parking ..................................... 14
Motorcycles.. .................................................. 14
Animals and Pets.. ......................................... 14
Maintenance of Lots and Landscaping.. ........ 15
Lawns ............................................................. 15
Boarding Up Residences.. ............................. 15OR BK 09978 PC 0396
Article 111
Covenants.. ................................................................ 8
Mining and Quarrying ..................................... 16
Guns ............................................................... 16
General Prohibitions.. ..................................... 16
Collection Via Liens ........................................ 16
Fines and Financial Damages.. ...................... 16
Article IV
Membership and Voting Rights . .. .. ... ... .. ... .. .. .. .. .. .. .. .. . 17
Article V
Developer’s Rights .................................................... 17
Assignment by Developer .............................. 17
Developer’s Right to Repurchase.. ................. 17
Sales Agency.. ............................................... 18
Future Development Parcels .......................... 19
Variences ....................................................... 19
Additions to Existing Property.. ...................... 20
(a) Additions to Existing Property........ 20
(b) Procedure for Making Additions to
the Existing Property . ... ... .. . ... . ... .. . . 21
(i) Additions in Accordance with
a General Plan of Development 21
(ii) Mergers .. ... ... ...*.................... 22
(iii) Developer Additions . .. . .. ... . .. 22
(c) General Provisions Regarding
Additions to the Properties . .. .. .. .. .. . 22
(d) Voting Rights of the Developer as
to Additions to the Existing Property.. 24
2OR I3K 09978 PG 0397
.
.f
(e) Voting Rights of Owners Other than
the Developer as to the Additions to
Existing Properties.
Appointment of the Board of Directors . .. .. .. . .. . 25
Article VI
Master Association -
Covenant for Maintenance Assessments....... 25
Creation of the Lien and Personal
Obligation for the Assessments .. .. .. .. .. . 25
Purpose of the Assessment ... ... .. .. .. . .. .. 27
Date of Commencement and Due Dates.. 28
Special Assessments . .. ... ... ... .. ... .. .. .. . .. 28
Trust Funds .. .. .. ... ... ... .. ... ... ... .. ... .. .. .. . ... 29
Effect on Developer and Golf Course
Owner . .. ... .. .. .. ... .. ... ... .. ... .. ... ... ... .. .. .. .. . .. 30
Roster; Notice; Certificate .. ... .. ... .. .. .. . .. . 30
Collection of Assessment; Effect of Non-
Payment of Assessments; The Personal
Obligation of the Owner; The Lien;
Remedies of the Master Association... 30
Subordination of the Lien to Mortgages 32
Exempt Property . ... .. ... ... ... .. ... ... .. .. .. .. .. . 33
Article VII
Master Association -
Rights and Obligations ................................... 33
Common Areas Obligations.. ............... 33
Services.. ............................................. 34
Capital Improvements.. ........................ 35
Personal Property.. .............................. 35
Rules and Regulations.. ...................... 35
Implied Rights ...................................... 36
Acceptance .......................................... 36
Maintenance and Repair by Master
Association.. ........................................ 36
Litigation.. ............................................ 36
3OR BK 09978 PG 0398
?
Article VIII
Architectural Control ................................................. 37
Architectural Control Committee.. .................. 37
Members of Committee.. ................................ 37
Meeting of the ACC ........................................ 37
Compensation ................................................ 38
Non-liability of ACC Members.. ...................... 38
Developer’s Exemption.. ................................ 38
Attorney’s Fees.. ............................................ 38
Required Approval by the ACC.. .................... 39
Preliminary drawings ...................................... 39
Submission of Plans ....................................... 40
Statement of Approval.. .................................. 40
Exemption of U.S. Home.. .............................. 41
Article IX
Easements ................................................................ 41
Reciprocal Easements ................................... 41
Common Area Easements.. ........................... 42
Perpetual Easements ..................................... 43
Golf Courses Use Easements.. ...................... 44
Lake Maintenance Easements.. ..................... 45
Dock; Waterway; and Adjacent Properties ..... 46
Encroachments.. ............................................ 47
Permanence.. ................................................. 48
Nine Eagles .................................................... 48
Article X
Resubdividing . ... .. .. . .. .. .... ... .. .. .. ... .. .. .. ... .. .. .. .. .. .. . .. .. . .. 48
Article Xl
General Provisions .................................................... 49
Duration.. ........................................................ 49
Remedies for Violation.. ................................. 49
Severability ..................................................... 50
Usage ............................................................. 50
Perpetuities.. .................................................. 50
Golf Balls.. ...................................................... 51
Amendment.. .................................................. 51
4OR BK 09978 PC 0399
AMENDED AND RESTATED
DECLARATION OF COVENANTS, RESTRICTIONS
AND EASEMENTS FOR THE EAGLES
This DECLARATION is made this 20th day of December, 1999, by The Eagles Ltd.,
a Florida limited partnership, which owns the real estate described in Exhibit A attached
hereto and by reference made a part hereof which property is situated in Hillsborough
County, Florida, (the “Villages of the Eagles on Top of Tampa Bay”) and hereby declares
that said real estate, together with the real estate described in Exhibit A-l, is and shall be
held, transferred, sold, conveyed and occupied subject to covenants, conditions,
easements and restrictions set forth below.
WITNESSETH:
THAT WHEREAS, in order to promote the uniform development of the Villages of
the Eagles on Top of Tampa Bay (“The Eagles”); to insure that only residences and
appurtenances and improvements servicing the residences of the highest quality are
constructed and maintained therein; that the quality and security of the neighborhoods
within The Eagles will be preserved and maintained; and that the common properties and
easements are properly operated and maintained, the Developer has created certain
covenants and conditions; and
WHEREAS, The Eagles, Ltd., has previously caused the Declaration of Covenants,
Restrictions and Easements for The Villages of Eagles on Top of Tampa Bay to be
recorded in 0-R. Book 5301, pages 230 et. seq., Public Records of Hillsborough County,
the terms of which are deemed to run with the land and binding upon and inure to the
5OR RK 09978 PG 0400
benefit of all owners of real estate within The Eagles including without limitation all present
and future owners of any lot, property, commercial property, or dwelling unit located within
The Eagles and which may be amended or supplemented from time to time as hereinafter
provided; and
WHEREAS, The Eagles, Ltd. subsequently modified said Declaration pursuant to
Amendments to Declaration recorded in O.R. Book 681 I, page 875, et. seq.; Second
Amendment to Declaration rerecorded in 0-R. Book 7660, page 1500, et. seq.; Third
Amendment to Declaration recorded in 0-R. Book 7517, page 1866, et. seq., Supplemental
Declaration of Covenants and Restrictions recorded in O.R. Book 7946, page 715, et. seq.;
which included the property in Nine Eagles Subdivision No. 1 within the term of this
Declaration and Fourth Amendment to Declaration recorded in O.R. Book 8051, page 640,
et. seq.; and
WHEREAS, The Eagles, Ltd. does desire to incorporate the Declaration of
Covenants, Restrictions and Easements and the subsequent amendments thereto,
including those contained herein, into a single document with exhibits to be known as the
Amended and Restated Declaration of Covenants, Restrictions and Easements for The
Eagles (the “Declaration” or “Amended and Restated Declaration”).
NOW THEREFORE, under the authority granted to the Declarant pursuant to the
Declaration of Covenants, Restrictions, and Easements by The Eagles, Ltd., and
amendments thereto, Declarant hereby amends and restates the covenants, restrictions,
and easements for The Eagles in the manner set forth hereinbelow, as follows:
6OR BK 09978 PG 0401
ARTICLE I
DEFINITIONS
The following words, when used in this Declaration shall have the following
meanings:
1. “The Eagles” is the name given to the development hereinabove described,
a planned single family and multiple-family subdivision.
2. “Association” or “Master Association” shall mean and refer to The Eagles
Master Association, Inc., a Florida corporation not-for-profit, of which the Developer and
all owners, as such terms are hereinafter defined, shall be members. A copy of the
Association’s Articles of Incorporation and the Bylaws are attached hereto as Exhibits B
and C, respectively.
3. “Commercial area” means the real estate described in Exhibit A-l attached
hereto together with all improvements thereon including without limitations, all buildings,
stores, parking lots and appurtenances thereon.
4. “Common areas” means all real estate outside the border lines of (1) the real
estate constituting the area in which the single family lot owners have a legal ownership
interest, (2) the real estate constituting the area in which multi-family unit owners have a
legal ownership interest, (3) the real estate constituting the commercial area, (4) the real
estate separately dedicated for the use and maintenance by Village Associations, and (5)
the real estate constituting the golf courses of The Eagles, together with all improvements
thereon. Such common areas, sometimes referred to in the Declaration as “common
7...-
OR BK 09978 PG 0402
facilities”, include, without limitation, all structures, recreational facilities, offstreet parking,
private roads and streets, sidewalks, streetlights, gatehouses and entrance features, but
excludes any public utility installation and easements, cable television installation and
easements, or golf course maintenance installations and easements thereon.
5. “Association property” means such portions of the common areas as are
dedicated or conveyed to the Association. Unless and until those portions of the common
areas are dedicated or conveyed to the Association, under such terms and conditions as
the dedication or conveyance may contain, same shall not be deemed to be Association
property.
6. “Developer” shall be construed in the singular or plural as is necessary, and
means The Eagles, Ltd./U.S. Home, Inc., during that period when the first 877 single family
lots covered by the option agreement between the parties being built and sold as well as
such further period, as such parties may agree to extension of the option agreement and
at the end of such option agreement “Developer” shall mean The Eagles, Ltd., for the
remaining development of The Eagles, together with their respective nominees, successors
and assigns.
7. “Single family lot” means a portion of The Eagles upon which not more than
one (1) single family dwelling unit may be constructed and exist at any time according to
the restrictions contained in this Declaration.
8. “Multi-family lot” means a portion of The Eagles upon which multi-family
dwelling units are permitted to be constructed and exist at any time according to the
restrictions contained in this Declaration.
8UR l3.K 09970 EG 0403
9. “Undeveloped lot” means a lot upon which no dwelling unit was issued a final
Certificate of Occupancy by the appropriate governmental authority.
10. “Dwelling unit” means an abode for one (1) family whether constructed on a
single family lot or a multi-family lot.
11. “Single family lot owner” means the owner or owners of a single family lot and
includes the Developer for so long as the Developer is the owner of such lot.
12. “Multi-family dwelling unit owner” means the owner or owners of a portion of
a multi-family lot as shall constitute a dwelling unit and includes the Developer for so long
as the Developer is the owner of a dwelling unit.
13. “Golf courses” means that portion of the real estate of The Eagles now
operated as a thirty-six hole golf plant with four nine hole courses, (known as “The Eagles
Golf & Country Club”) and shall be expanded to mean such additional golf holes as may
be constructed from time to time, if any, together with all improvements thereon including
without limitation, all lakes, ponds, clubhouses, tennis courts, swimming pools, recreational
facilities, cartbarns, offices, lodges, buildings, sheds, parking areas and appurtenances.
No rights to the golf courses or their use is granted by this Declaration. Membership,
playing privileges and rights to use the golf courses are totally within the discretion of the
owners of the golf courses.
14. “Multi-family building” means the structure within which the multi-family
dwelling units are contained.
9OR BK 09978 EC 0404
15. “Village Association& means the separate portions of The Eagles that have
been created by the Developer within the boundaries of the Project and which are subject
to this Declaration and are additionally subject to a declaration of covenants and
restrictions for the property of each separate Village.
ARTICLE II
GENERAL DEVELOPMENT PLAN
1. Planned Communitv. The Developer intends to create a residential
community development of the highest quality together with appurtenant improvements
and amenities to be known as The Eagles. The Master Association and this Declaration
shall govern and control “The Eagles”, its development, operation, maintenance and
preservation.
2. Villaaes of the Eaales. Each portion of The Eagles will be developed as a
Village of the Eagles. A Village may be either a subdivision of single-family residential lots
or a multi-family or townhouse cluster of residential units. Each Village of the Eagles shall
have a Declaration of Covenants and Restrictions to govern its residents and properties
in addition to the provisions of this Declaration. With the exception of Villages developed
and/or acquired by U.S. Home, its successors or assigns, the size and configuration of the
Villages and the type and content of the Declaration governing each Village shall be
determined by the sole discretion of the Developer. As to Villages being developed and/or
acquired by U.S. Home, its successors or assigns, the size and configuration of the
Villages and the type and content of the Declaration governing each Village shall be
10. OR BK 09970 PG 0405
determined by the sole discretion’of U.S. Home, its successors or assigns. Each such
Village shall be created upon the recording of the Declaration, therefore in public records
of Hillsborough County, Florida.
3. Golf Courses. The golf courses and related improvements and
appurtenances located within The Eagles are owned by the Developer. The owner of the
golf courses has membership rights in the Master Association and is responsible for a
proportionate share of Association expenses as defined by this Declaration. No rights to
the golf courses or their use are granted by this Declaration to owners of lots or units in
The Eagles. Rights to use the golf courses and to grant membership and other uses
privilege for the property is the exclusive right of the owner(s) of the golf courses. Such
membership and use rights may be granted or denied to the owners at The Eagles and to
other non-owners by the owners of the golf courses under such terms and conditions, and
pursuant to such rules and regulations as the owners of the golf courses may from time to
time establish.
4. Utilities: Irriaation: Cable/Community Television. To provide utility and other
services to The Eagles and its residents, the Developer reserves to itself and to its
successors and assigns the right to create easements, to construct improvements and to
maintain systems for water and sewer service, irrigation, cable or community television
service, and outside lighting. The Developer may, but is not obligated, to provide such
utility and other services, and the Developer further may, but is not obligated, to assign theOR BK 09978 PG 0406
ARTICLE III
COVENANTS
1. Residential Use. The single family and multi-family dwelling units subject to
this Declaration may be used for residences and for no other purpose. No home located
on a single family lot may be divided into more than one (1) dwelling unit and no more than
one (1) family shall reside within any dwelling unit. No business or commercial building
may be erected on any lot, and no business, occupation or profession may be conducted
from any dwelling unit, except that real estate brokers and owners, and their agents, may
show dwelling units for sale or lease. Provided further, that nothing contained herein shall
prohibit a member from maintaining a home office where there are no business visitors
accessing the property and no external signage concerning the business on the property.
Notwithstanding the foregoing and notwithstanding any other provision hereof to the
contrary, Developer and such contractors as Developer may approve in writing, shall have
the right from time to time (1) to construct and operate model dwelling units in The Villages
of the Eagles and (2) to erect and maintain administrative offices, construction storage
facilities, parking facilities, sales offices, field construction offices and such other offices,
structures and facilities as may be appropriate for use in the development of The Eagles.
As provided in Article V, Section 1 of the Declaration, Developer hereby assigns to U.S.
Home the above-mentioned rights as they pertain to any lots or undeveloped parcels to be
developed or acquired by U.S. Home; provided, however, U.S. Home shall not thereby be
deemed Declarant or Developer of The Eagles.
12. . OR E3K 09978 PG 0407
2. Villaae Association. /All structures located or constructed within the separate
Villages created by the Developer, in addition to complying with the covenants and
conditions hereof, shall additionally comply with the covenants and conditions established
for the Village in which such building or structure is located. Each owner, guest, visitor,
lessee or invitee entering upon the properties of The Eagles shall abide by the covenants
and conditions contained in this Declaration and the Declaration of each of the Villages of
the Eagles to the extent that they are applicable, and any such person failing or refusing
to so abide shall be subject to fines and to removal and eviction from The Eagles.
3. Sinale Familv Dwellina Unit and Multi-Familv Buildina Construction and
Contract Therefor. Construction of a single family dwelling unit or a multi-family building
within the Villages of the Eagles shall only be permitted through a builder approved by the
Developer, unless the Developer shall no longer operate a program limiting construction
of single family dwelling units or multi-family buildings to a limited selection of specifically
approved builders, and, even then, only in accordance with the Developer’s approved
plans and specifications, and the prior approval of the Architectural Control Committee
(ACC).
By signature on a purchase agreement or contract of sale for a single family lot, the
single family lot owner(s) agrees to commence construction within twelve (12) months of
the signing of said purchase agreement or contract of sale unless the terms of the
agreement or contract shall specify another commencement date. Commence construction
shall mean that a building permit has been obtained from Hillsborough County, and that
13OR BK 09978 PG 0408
the first floor slab has been poured or that the first floor framing and deck have been
installed.
All dwelling units on single family lots within any Village shall have received a
certificate of occupancy within eighteen (18) months of the signing of a purchase
agreement or contract of sale unless such agreement or contract shall provide otherwise.
U.S. Home is exempt from the provisions of this Section. Other single family lot
owner shall be excused for such reasonable times as may be appropriate whenever such
commencement or such completion is made impossible or would result in great hardship
to the single-family lot owner, due to strikes, fires, national emergencies, natural calamities,
or the impossibility of obtaining necessary materials or reasonable substitutions therefor.
The unexcused failure of the single family lot owner to commence construction as provided
in this Section shall subject such owner and lot to the provision of Article V, Section 2.
4. Water and Sewer. All dwelling units shall use and be connected to the
central water and sewage system made available by Hillsborough County. No well shall
be drilled or utilized on any lot for any purpose and no septic tank shall be installed, used
or maintained on any lot, without the written approval of the Developer and the approval
of any applicable governmental authority.
5. lrriaation. Each single family residence shall have a central lawn sprinkler
system with 100% head-to-head coverage. To the extent that a master re-claimed water
irrigation system for lawns and landscaping is made available by the Developer or
Hillsborough County, the Master Association, Village Association or other entity those
owners or occupants within the service area of such master irrigation system desiring to
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