The HOA Board is pleased to inform that we can now proceed with the voting phase of our Amended and Restated Declaration of Covenants, Bylaws, and Articles of Incorporation.
The vote will be done by two separate actions: One by Members Meeting for the Bylaws, and the other by mail in ballot for the Articles of Incorporation and the Declaration of Covenants.
Because our Articles of Incorporation currently don’t address the voting process for amending or restating them, our attorney has recommended that we replace Section 2.5 in the proposed Bylaws with a new section 2.5 that will allow us a voting process for the proposed Amended and Restated Articles of Incorporation.
The following is the proposed wording:
2.5 Written Membership Action In Lieu of Meeting For Matters Requiring Two-Thirds (2/3) or Greater Vote of Membership: With respect to any action required or permitted to be taken at an annual or special meeting of the Members of the Association and which action requires no less than two-thirds (2/3) vote of the entire Membership of the Association to approve it, such action may be taken without a meeting, without prior notice, and without a vote if the action is taken by the Members entitled to vote on such action and having not less than the minimum number of votes necessary to authorize such action at a meeting at which all Members entitled to vote on such action were present and voted. To be effective, the action must be evidenced by one or more written consents describing the action taken, dated and signed by approving Members of the Association having the requisite number of votes and entitled to vote on such action, and delivered to the Association to its principal office, the corporate secretary, or another officer or agent of the Association having custody of the books in which proceedings of meetings of Members are maintained. Written consent to take the corporate action referred to in the consent is not effective unless the consent is signed by Members having the requisite number of votes necessary to authorize the action within 90 days after the date of the earliest dated consent and is delivered in the manner required above in this Section 2.5. Whenever action is taken pursuant to this Section 2.5, the written consents of the Members consenting to such action shall be thereafter counted by or at the direction of the Board of Directors at a duly called and noticed meeting of the Board of Directors to be held within 120 days after the date of the earliest dated consent and is delivered in the manner required above in this Section 2.5. At this Directors meeting, the Board shall then certify that the action is approved by not less than the minimum number of votes necessary to authorize such action or is otherwise disapproved. Such consents, the tabulation thereof, and the Board's certification of the results of the written action process must be filed with the minutes of Association. Within 30 days after obtaining authorization by written consent, notice must be given to those Members of the Association who are entitled to vote on the action but who have not consented in writing. The notice must fairly summarize the material features of the authorized action. A consent signed pursuant to this Section 2.5 has the effect of a meeting vote and may be described as such in any document.
The Member vote on the Bylaws will take place during the Annual Members meeting on January 11th, 2018, at the Longwood City Commission Chambers located at 175 West Warren Avenue in Longwood. The annual meeting will begin at 7:00 p.m. and the voting will occur at or about 7:30 p.m. This vote will pertain only to the proposed “Amended and Restated Bylaws of Hidden Oak Estates Homeowners Association, Inc.”.
We have including a proxy via letter sent to members for those members who will not be able to attend the January Annual Members Meeting. Proxies will need to be received in the HOA PO Box no later than 5:00 p.m on January 11th, 2018. They can also be hand-delivered to any Board member prior to the start of the voting. Please note that there is only one vote per lot.
If the new Bylaws are adopted by our members at the meeting, once certified and filed in Tallahassee, we can proceed with the second vote by mail ballot for the Amended and
Restated Covenants and Articles of Incorporation. This second voting process will most likely take place in the early spring.
We hope to see you at the meeting.