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I. Introduction
As representatives of the community before the Palmas del Mar Homeowners Association (PHA), the Delegates have broad roles and responsibilities. These roles and responsibilities extend to the general Palmas community to the regimes, neighborhood or particular residential area that elected him or her as Delegate before the PHA and to the PHA the institution or organization with the ultimate responsibility for exercising and carrying the governing directives of the members of the Association and controlling the events and activities that take place in those areas encumbered by those governing directives.
II. PHA Governance Structure Summary The Regime
a. The Regime
• Owners elect the regime or neighborhood area association Board of Directors at the regime's Council of Owners annual meeting by majority vote.
• The regime Board of Directors elects its officers (president, treasurer, secretary) to represent the owners.
• The regime Board of Directors also appoints a Delegate (usually the President), and alternate, to represent their constituency at PHA meetings and meetings of the Delegates (see below).
b. Voting Districts
• The PHA Board of Directors establishes Voting Districts (usually comprised of several regimes in a contiguous geographic area with similar characteristics), each of which districts is entitled to elect one director on the PHA Board.
• The Presidents of regimes comprising a Voting District proceed to elect their director to the PHA Board of Directors to represent that district. The PHA director is elected to a term of three years and may not be elected to serve more than two consecutive terms.
c. PHA
• The PHA Director is seated at the PHA annual meeting.
• The PHA Board of Directors, by majority vote, elect the officers of the Association (President, Vice President, etc.).
• The PHA Board of Directors functions as the administrator of the affairs of the Association.
d. The Delegates
The Delegates meet every two months during the week of the PHA Board meeting to:
- Hear a report by the PHA Executive Director as to the PHA Board of Directors actions and the status of the Palmas community, and
- Bring forth any issues or concerns from their constituency for
consideration by the PHA Board.
- Delegates inform their constituency, collect their votes, and cast those votes (as confirmed in a Voting Certificate) at the PHA annual meeting.
- The PHA tallies the total votes and thus determines the final membership vote on the issue.
- If a new issue is raised from the floor at the PHA annual meeting for a vote, members present have the right to vote the number of vote relative to the property they own.
- In this case, the Delegate has the right to vote as an individual, but does not have the right to vote for his constituency.
III. Roles and Responsibilities
a. Area Boards
The PHA Covenants define the Delegate as the person appointed by the Board of Directors of a regime, condominium, association or neighborhood area to represent that area at any meeting of the PHA.
Once a regime, condominium or neighborhood area is constituted, the members of that particular association should elect a Board of Directors to establish the Bylaws, rules and parameters that will govern the operation of that association. That Board should also appoint a member of their association to represent them at any meetings of the Palmas del Mar Homeowners Association (PHA) that requires their representation. The flow of communications between the PHA and the individual associations will typically flow through the Delegates. The Delegates are expected to keep their Boards and the area association membership appraised of any information that may be of interest to his board or to the general community. To this end PIIA provides the Delegate with copies of minutes from PHA Board, Security Committee and Delegates Committee meetings. PHA also transmits to the delegates any information that may be of interest to the general community.
B. Delegates Committee
The PHA Delegates Committee is the most important PHA working group made up of all delegates representing the various regimes or neighborhoods throughout Palmas. The Committee meets every two months on the second Tuesday of the month. The meeting is attended by PHA Board Members the PHA Executive Committee, the PHA Security Director and the homeowners ARB representative.
The PHA Delegates Committee is an excellent forum for exchanging ideas, bringing forth issues and/or problems in need of attention, obtaining status reports on items of interest to the community and for communicating directly with the PHA Board on any matters of particular interest to a regime or the community in general.
Valuable information is discussed at these meetings that can be used by the Delegates to keep their own communities and boards up to date. Minutes of past PHA Board meetings, Security Committee meetings and Delegate Committee meetings as well as crime statistical reports are distributed to the PHA Delegates. Detailed reports are given at the meetings by the PHA Executive Director, the Security Director and the ARB representative. All major issues typically discussed by the PHA Board are also discussed at these meetings. Guests are usually invited to address items of special interest to the community.
C. PHA Membership Meetings
The PHA Bylaws and the PHA Master Covenants define the role of the Delegates at PHA general membership meetings. It is extremely important that Delegates fully understand their responsibilities outlined in these documents. These responsibilities are critical to the effective functioning and decision making process of the Palmas del Mar Homeowners Association
1. Quorum
At meetings of the PHA general membership, such as the PHA Annual Meeting, the quorum required for any action governed by the PHA Bylaws is established by the Delegates. The presence of Delegates representing at least fiftyone (51%) percent of the general membership who are entitled to vote in PHA matters shall constitute a quorum for meeting purposes. The Delegates shall represent all the owners of his/her regime or area association with regards to the establishment of quorum. If a Delegate lives in a regime or area that has 100 units, attendance at a meeting of the general membership by the Delegate shall constitute attendance by all 100 owners of that regime with regards to establishing quorum. The quorum at a general membership meeting is established by adding the total units from each regime or represented by the Delegates to insure the minimum 51% requirement of homeowners as represented by the Delegates is met. The important point to remember is that quorum is established by 51% of the membership (homeowners) as represented by the Delegates not by 51% of the Delegates present at the meeting. This is underscored because there may be instances where 51% of Delegates present may not add up to 51% of the membership. This is due to the different sizes of each regime where you may find one with as little as 22 units and another with as many as 157.
When quorum is established at a meeting, the vote by the majority of the members, as represented by the Delegates, shall decide any question brought before such meeting, unless the question is one upon which, by express provision of the PHA statutes, a different provision shall govern and control the decision of such question. Examples of these different provisions are:
• Amendment of the Master Covenants requires threefourths (3/4) of the total membership cast by the Delegates unless otherwise prescribed on a specific clause within the Covenants.
• Amendment of the PHA Bylaws requires twothirds (2/3) of the membership as represented y the Delegates unless otherwise prescribed for a specific clause within the Bylaws.
• On petition by sixty percent (60%) of all owners as represented by the Delegates the PHA Board may levy a special assessment to homeowners for the purpose of establishing a community transportation system. If such petition is proposed by the PHA Board instead of the homeowners, then such proposal requires seventyfive percent (75%) approval of all homeowners as represented by the Delegates.
• No amendment shall make any changes in the qualifications for membership or the voting rights of the members without approval of eighty percent (80%) of the votes of the members as cast by their Delegates.
2. Votes
Only owners of record as of 30 days prior to a general membership meeting and owners whose assessments are not in arrears are entitled to vote. Votes to be cast at a meeting of the general membership (meetings of the entire Palmas del Mar Homeowners Association) shall be cast by the Delegates in the following manner:
The Delegate shall inform the Board of Directors of the regime or the area association that a vote on a particular item or issue is required by all owners within the regime or area association. After the voting by the owners is completed, the Board of Directors shall sign a certificate indicating the results of the vote. For example, if a condominium has 100 units and 50 owners vote yes, 20 owners vote no and 20 owners do not vote, the Board shall authorize the Delegate to cast 50 votes yes, 20 votes no and 30 owners not voting. The voting certificate shall be submitted to PHA Board of Directors who will tally all the voting certificates to determine the results of the vote.
Significant issues to be voted at a membership meeting are consulted and submitted to a vote among the general membership ahead of time using the voting certificates and procedures explained above. The PHA Board will advise the Delegates in writing within 90 days prior to general membership or Annual Meeting, of any issues requiring membership vote. If any new issue is proposed and voted upon at the Annual Meeting of the members or at any General Membership meeting, and that issue was not subject to a prior vote of the members, each member present at the meeting, in person or in proxy, shall have the right to vote the number of votes relative to the property they own but not the right to vote on behalf of all the owners from his regime or area association. In other words, on issues not previously consulted with the membership Delegates can only vote as individual homeowners plus any specific proxy given to them
3. Proxy Votes
Members have the right to be present at general membership meetings in person or by proxy. Proxy votes may be given to the Delegate or to any other member who will attend the meeting. All proxies must be filed with the PHA Secretary. Thus, while the Delegate may not represent members on new issues in his Delegate capacity, there is no restriction on his general voting proxies, which other members may authorize him to vote on new matters
brought from the floor.
IV. Key Sources Information
a. Bylaws of the Palmas del Mar Homeowners As
b. PHA Certificate of Incorporation.
c. Declaration of Restrictive Covenants.
d. Regime, neighborhood or condominium Covenants
e. Composition of area Board of Directors.
f PHA organization and Board composition
Delegates Directory...
PHA GOVERNING DOCUMENTS VOTING PROVISIONS SUMMARY
I. CERTIFICATE OF INCORPORATION AS AMENDED
APRIL 5, 1997 Article 12. 2 & 3
A resolution approving a proposed amendment to the Certificate of Incorporation may be proposed by either majority of the Board of Directors, or by 10% or more of the members of the Association. Approval of amendments to the Certificate of Incorporation must be by vote of not less than a majority of the entire membership of the Association. However, no amendment shall make any changes in the qualifications for membership or the voting rights of the members without approval of 80% of the votes of members as cast by the Delegates.
II. PHA BYLAWS AS AMENDED APRIL 29, 2001
Article 27
For voting rights at the Annual meeting only owners of record as of 30 days prior to the Annual Meting will have voting privileges
Article 29, Power of Referendum
Referendum means to vote by mailed ballots on certain actions by the PHA Board as provided in the Bylaws or the Restrictive Covenants. The members have the power to approve or reject certain actions proposed by the Association by Referendum. In the event 2/3 or more of the total votes of the membership of the Association, as represented by the Delegates, shall be in favor of such action, the Referendum shall be deemed to "pass" and the action voted upon will be deemed to have been authorized by the members. The Board of Directors may not undertake any action requiring a referendum without complying with this provision.
In the event of a dispute as to whether a referendum is required, within 60 days after adoption by the Directors of any action which is, in the opinion of the Members, subject to a Referendum, a petition signed by not less than 25% of the votes representing the total membership of the Association may be filed with the Secretary of the Association requesting that such an action be either repealed or submitted to a vote of the Members.
Article 69
The Annual Meeting shall be held on the first Saturday after Easter each year. Within 90 days but not later than 45 days prior to the Annual Meeting, the Board shall advise the Delegates, in writing, of any issues requiring a vote by the Membership.
Article 72
The Board President may call Special Meetings of the members, for any purpose, or Secretary at the request, in writing of the majority of the Board of Directors, or at the request in writing signed by members representing 25% of the total votes of all members of the Association.
Article 74
The quorum required for any action governed by the PHA ByLaws is established by the presence at a meeting of the Delegates representing the members entitled to cast 51% of the total vote of the membership. If there is no quorum, a second meeting may be called, subject to the filing of proper notice, and the required quorum shall be 30% of the total vote of the membership.
When quorum is present, the vote of a majority of the members as represented by their Delegates, shall decide any question brought prior to such a meeting, unless the question is one covered by a an express provision in the statutes, the certificate of incorporation or the bylaws which shall govern and control the decision of such question.
Article 76
At any meeting of the Members, the Delegates will cast the vote of the members as determined by the vote of those members in a voting certificate.
If any issue is proposed and voted upon at the Annual Meeting, and that issue was not subject to a prior vote of the Members, each member present at the Annual Meeting shall have the right to vote the number of votes relative to the property they own.
In those instances the Delegates shall also vote relative to the units they own and shall not have the right to vote for the members they represent.
Article 83
The PHA ByLaws may be amended by the affirmative vote of 2/3 of the total vote of the membership and the consent of the Company as long as it owns any property in the Palmas del Mar community.
III. RESTRICTIVE COVENANTS AS AMENDED APRIL 5, 1997
Section E.E.
Voting Certificate shall be a document signed by the Board of Directors of a regime or neighborhood area association chairman, authorizing the PHA Delegate from the Regime or Neighborhood, to cast the votes of that regime or neighborhood in a manner reflecting the results of the votes cast by the owners in that regime or neighborhood.
Section III. D
The PHA Delegates shall represent all the owners in a regime or neighborhood area association in regard to the establishment of a quorum at membership meetings. Votes to be cast at a meeting of the membership shall be cast in the following manner.
The Delegate shall inform the Board of Directors of the Regime or the chairman of the Neighborhood Association that all owners are required to vote.
After the voting by the owners is complete, the Board of Directors of the regime shall sign a voting certificate indicating the results of the vote (number of yes votes, number of negative votes and number of owners who did not vote).
The Delegate shall present the voting certificate to the PHA Board.
The PHA Board shall tally the votes from all regimes and areas to determine the results of the vote.
Section V.C.
The Board shall send a copy of the final budget along with the notice of the amount of the annual assessment to each owner at least 30 days prior to the effective date of such budget. The budget shall automatically become effective unless disapproved at a meeting of the members by a vote of at least 75% of the total vote of the membership of the Association. There shall be no obligation to call a meeting to consider the budget except on a petition of the members to call a Special Meeting as set forth in the ByLaws (majority of Board or 25% of the total votes of the membership). A vote of the delegates representing 75% of the members will be required to reconsider the budget.
Section V.D.
PHA may levy special nonemergency assessments not to exceed a sum equal to 25% of the current fiscal year annual assessment of the Association. Any such assessment in excess of 25% must receive approval of the majority vote of the Association as represented by the Delegates if levied against the entire membership or a majority of the total number of votes in a neighborhood area as represented by their delegates, if levied against the owners in a neighborhood area.
Section VI. D
Subject to the approval of the Delegates representing a majority of its members as expressed at a regular or special meeting of members or in a Referendum, the PHA Board shall have the authority to mortgage property of the Association and to pledge the revenues of the Association as security for loans made to the Association.
Section XIII. B
The Restrictive covenants can be amended at any time provided 3/4 of the total votes of the membership cast by the Delegates, either by Referendum or at a duly called meeting of the Association, vote in favor of the proposed amendment.
Delegates Directory...
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