By-laws

By-Laws of Mirror Lake Owners Association Inc.
Business Address:  P.O. Box 1835, Crestview, Florida 32536

Article I
Corporation Name
The name of the corporation is MIRROR LAKE OWNERS ASSOCIATION INC., hereinafter referred to as the “ASSOCIATION”.  

Article II
Association Purpose
The purpose of the association is to protect and preserve the private property rights of owners of record whose parcels (lots) front Mirror Lake, and to provide for the ownership, maintenance, preservation, and control of Mirror Lake and its main dam.  Also, to exercise and enforce all powers, duties, and authority vested in the articles of incorporation for the association, and for all purposes authorized by the laws of the State of Florida.

Article III
Qualification for Membership and Voting
A.  Qualification for Membership
1. Every person or entity that is an owner of record of a fee simple or undivided fee simple interest in any parcel (lot) which fronts Mirror Lake, including contract sellers, shall hold mandatory membership in the association.  Ownership of such parcel (lot) shall be the sole qualification for membership.
2. Members whose parcel (lot) assessments remain unpaid after the due date shall have all voting and rights to hold office suspended until all monies are paid in full and all rights restored in relation to Article IV, paragraph F-1.
3. Membership excludes any persons or entities having an interest in any parcel (lot) merely as security for the performance of an obligation.
4. All owners who meet and abide by the above criteria shall be considered members “in good standing”.
B.  Voting
1. Members whose parcel (lot) assessments remain unpaid after the due date shall have all voting privileges and rights to hold office suspended until all assessments due are paid in full and all rights restored in relation to Article IV, paragraph F-1.
2. When more than one person or entity holds an interest in any parcel (lot), all such individuals shall qualify as Association members, but in no event shall more than one vote be cast with respect to any single parcel (lot).
Article IV
Board of Directors
A.  Authorized Officers
1) President
2) Vice-President
3) Secretary
4) Treasurer
All listed officers shall be considered members of the Board of Directors, hereinafter referred to as the “Board”.  The offices of Secretary and Treasurer may be combined under a single individual, prior to election of officers, by approved motion presented during the annual/regular meeting of the Association.

B.  Additional Directors
No more than five (5), but not less than three (3), members of the Association shall be elected to serve on the Board as Additional Directors in conjunction with the authorized Officers.

C.  Terms of Office
Term of office for all Authorized Officers and Additional Directors shall be two (2) years, unless the individual resigns, is removed, or is otherwise disqualified to serve resulting in the office being vacant or failure of the Officer to discharge the duties specified in Article IV, Paragraph E.

D.  Method of Nomination and Selection
 1.  Nomination
Candidates for Association office shall be nominated by an Association member.  An Association member may volunteer themselves for nomination to office.  Any member making a nomination, receiving a nomination, or volunteering for nomination must be an Association member in good standing.

2.  Selection
A nominee shall be selected to serve the Association through simple majority vote of the Association members, including eligible proxies and mail votes.

E.  Duties of the Officers and Board of Directors

1.  President
a. Shall preside at all meetings of the Association and/or the Board.
b. Shall ensure all orders, resolutions, or other approved business of the Association and/or Board are discharged fully and in the approved form.
c. Shall sign letters or other documents necessary for Association legal or business purposes.
d. Shall be authorized to sign checks for disbursement of Association funds.
e. Shall serve as Chair of the Board of Directors.
f. Shall have the authority to participate, as a non-voting member, on any Committee established by the Association or Board, as deemed necessary by the President.

2.  Vice President
a. Shall act in place and stead of the President should the President refuse to act on Association approved business, the President be absent, or the President otherwise being unable to meet the duties of President.  
b. Shall discharge any duties unfilled by the President or duties assigned to the Vice President by the Association or the Board.
c. Shall have the authority to participate, as a non-voting member, on any Committee established by the Association or Board, as deemed necessary by the Vice President.

3.  Secretary
a. Shall record the votes and keep minutes for all meetings and proceedings of the Association and the Board.
b. Shall keep the corporate seal of the Association and affix it to documents requiring the seal.
c. Shall serve notices for meetings of the Association and the Board.
d. Shall maintain a listing of all Association members to include members addresses.
e. Shall maintain a complete record of all Association and Board actions and corporate matters.
f. Shall present the record of Association and Board actions at the regular annual meeting of the Association, at any special meeting of the Association, or when requested in writing by one-fourth (25%) of the Association members eligible to vote.
g. Shall preserve all communications related to Association or Board business which are sent or received on behalf of the Association or Board.
 

 4.  Treasurer
a. Shall receive and deposit all funds paid to the Association.
b. Shall disburse Association funds as directed by approved action of the Association or the Board.
c. Shall sign any/all checks or promissory notes issued by the Association.
d. Shall keep an accounting of Association funds in accordance with generally accepted accounting principles. 
e. Shall ensure the accounting of Association funds is kept updated within 30 days of a reportable transaction.
f. Shall ensure the Association financial data is available to Board members immediately upon request, verbal or written.
g. Shall ensure an annual audit of the Association finances is conducted for each fiscal year.
h. Shall prepare an annual financial statement, showing Association income and expenditures for that year, and present that statement at the regular annual meeting of the Association.

5.  Additional Directors
a. Additional Directors (AD) shall participate in all actions of the Board.
b. ADs will participate on committees as directed by the Board.

F.  Powers of the Board
As determined appropriate by the Board:
1. Suspend all Association rights for any member which is in default of any payment or assessment due to the Association, until the obligation is satisfied.  Restore all Association rights, including “good standing”, after payment of overdue assessments or other obligation.
2. Exercise for the Association all powers, duties, and authority vested in or delegated to the Board, and not reserved to the membership by other provisions contained in the Association By-Laws or Articles of Incorporation.
3. Declare the office vacant for a member of the Board or Association Officer who is absent for three (3) consecutive meetings of the Board.
4. With a unanimous vote of the Board, the Board may override, temporarily or on an emergency basis, any article, rule, regulation, or other statement contained in the By-Laws, as it relates to an individual Association member.
5. Shall fix the amount of the annual assessment against each parcel (lot) at least thirty (30) days in advance of each annual assessment period.
6. Bring legal action to recover delinquent assessments and cost of the collection action.
G.  Meetings of the Board
 1.  Regular/Annual Meetings
a. Regular/annual meetings of the Board shall be held as necessary, at such time and place as called by the President or any three (3) Directors.  
b. Not less than three (3) days advance notice of the meeting shall be given to each meeting participant.

 2.  Emergency Meetings
a. Emergency meetings of the Board may be called by the President or any three (3) Directors.  
b. Emergency meetings of the Board may be held without advance notice to the meeting participants.  
c. The minutes of any emergency meeting shall clearly state the meeting was called under an emergency situation, with the nature of the emergency clearly described in the meeting minutes.

 3.  Quorum
a. A simple majority of the Board members shall establish a quorum in regular Board meetings.
b. A quorum must be present to conduct an official meeting of the Board.
c. The quorum for an Emergency meeting shall be 2/3 of the Board members present.

 4.  Motion to Board by Phone or Email 
a. The President may initiate a motion to each Board member outside of scheduled or called Board meetings.  
b. Any such motion must be approved by a simple majority of the Board members without discussion.  If one or more Board members call for discussion of the motion, the motion must be withdrawn and considered at a date, time, place meeting called per Article IV paragraph G.  
c. If a called Board meeting is held under paragraph 4.b above, the meeting minutes shall record the individual vote of each Board member concerning the motion.  The motion must be ratified at the next regularly scheduled Board meeting.
d. The Board shall make a reasonable effort to promptly notify Association members of any motion approved through the process described herein Article IV, Paragraph 4.

Article V
Motions
Motions shall be made from the floor during regular/annual or special called meetings of the Association.  Members must be in good standing to make a motion.  Motions shall be approved by simple majority vote.  See also Article IV, Paragraph 4, Motions to Board by Phone or Email.

Article VI
Elections and Vacancies
A.  Elections
Elections shall be held at the regular/annual meeting.  Eligible members and proxies may vote in respect to each vacancy.  The nominee receiving the largest number of votes shall be elected.

B.  Vacancies
Vacancies in elected offices shall be filled by appointment though a majority vote of the Board.  Appointed officers will serve until the next regular/annual meeting at which time the vacancy shall be filled by a vote of the Association.

Article VII
Removal of Officers/Board Members from Office
The Association retains any and all rights to remove any Association Officer or Director for valid cause deemed by a simple majority vote of the Association members and eligible proxies.  A meeting of the Association for the purpose of removing an Association Officer or Director may be called upon written request by one-quarter (25%) or more of the Association members.  
Persons in an appointed position may be removed by the authority which made the appointment, or by action of the Board.

Article VIII
Meetings of the Association
A.  Regular/Annual Meeting
The regular/annual meeting will be held in the third or fourth quarter of each year with the place, date, and time as determined by the Board.

B.  Special Meetings
Special meetings of the Association may be called at any time by the President, the Board, or upon written request by one-fourth (25%) of the Association membership.

C.  Notices and Quorums of Meetings
 1.  Notice of Meetings
a. Written notice of each regular/annual meeting or any special meeting of the Association shall be given by, or at the direction of, the Secretary or other person authorized to call the meeting.  
b. The notice will be given by mail (Association is responsible for postage cost) not less than thirty (30) days prior to the meeting nor more than 60 days prior to the meeting.  
c. Meeting notices shall be mailed to the member addresses on record with the Association.
d. The meeting notice shall specify the place, day, and time of the meeting.  The notice shall include a description of the meeting purpose.

 2.  Establishing a Quorum
a. One-third of the voting-eligible membership, by the presence of members, receipt of proxies, and receipt of mail votes, shall constitute a quorum for any action except as otherwise provided in the Articles of Incorporation, Covenants, conditions, and restrictions of these By-Laws.
b. Once a quorum has been established, it exists for the duration of the meeting.

3.  Lack of Quorum
a. Should a quorum not be established for an Association meeting, a subsequent meeting shall be called with the required quorum being one-half (1/2) of that required for the preceding meeting which failed to establish a quorum.

D.  Proxies and Mail Votes
b. At all meetings of the Association, each eligible member may vote in person, by proxy, or by mail.
c. All proxies and mail votes shall be in writing, notarized or witnessed by two (2) persons, and filed with the Secretary of the Association.
d. Mail votes shall apply only to a single specific meeting and must be sent to the Secretary via Certified mail.
e. All proxies become property of the Association after submission and will be retained by the Association.  Unless annotated “inperpetuum”, each proxy shall apply only to a single specific meeting.
f. Any active proxy filed with the Association will cease when revoked by the issuing member or conveyance by the member of their parcel (lot).

E.  Majority
Once a quorum has been established, a simple majority vote of the Association eligible members which are present at the meeting, proxy votes, and mail votes shall be required to approve a motion.

F.  Method of Voting
The listed voting methods may be used in conduct of Association business:
1. Voice Vote
2. Rising, or Raising of Hands
3. Roll Call
4. Ballot
5. Postal mail

G.  Virtual Meeting Participation

Members in good standing may participate in Association meetings virtually through telephone or video teleconference.

Article IX
Committees
A. The Board shall appoint committees as deemed useful in carrying out Association business. 
B. All committees are responsible to and operate under the direction and control of the Board.  
C. A committee member who is unable or fails to participate in committee activities may be removed by the committee Chairperson or the Board.  The President or the committee Chair shall notify the removed committee member of the removal action.  The Board shall choose an Association member to fill the vacancy.   
D. A committee cannot represent the Association to any person outside the Association except where specifically authorized to do so by the Board.
E. The President may appoint the Chair of a committee.

Article X
Finances
A.  Assessments
1. Annual assessments shall be made at a uniform rate per parcel (lot).  Annual assessments shall be due the first (1st) day of each January.   Special assessments will be due on a date set by the Board.  
2. Any assessments not paid in full by March 1, unless an alternate due date is given in the dues notice, shall be declared delinquent.   Delinquent assessments shall bear interest from the date of delinquency at the rate of ten percent (10%) per annum, accrued monthly.  The Association may bring an action of law against a delinquent owner subject to Florida law for the costs of court fees, interest, and attorney charges above and beyond the assessment amount.
3. The Board shall retain the power to govern assessments per Article IV Paragraph F.

B.  Annual Audit and Fiscal Year
1. Annual Audit

a. An audit committee consisting of the Treasurer and three (3) Association members in good standing, appointed by the President, shall prepare an audit of the Associations finances at the conclusion of each fiscal year.  Alternately, a licensed accounting service may be used to conduct the annual audit.
b. The audit report shall include a statement of income and expenditures, with an opinion as to the financial condition of the Association.
c. A copy of the audit report shall be available for inspection by Association members at the regular/annual meeting.
2. Fiscal Year
The fiscal year for Association business purposes shall be October 1 through September 30.
C.  Expenses
1. Authority to expend Association funds is as follows:
     Up to $100 - President only approval required
     $101 - $4,999 – Board of Directors approval required
     $5,000 or more – Approval by an Association meeting required
2. Receipts are required for all expenses paid by the Association which exceed five dollars.  Receipts are not required for expenses of five dollars (5$) or less.
D.  Disbursements
1. Disbursements of Association funds shall be made by check in order to produce a disbursement audit trail.
2. Association checks must be signed by the Treasurer (1st signer) or the President (2nd signer).   Only one signature is required for issue of Association checks.  No other Association Officer or Director is authorized to sign Association disbursement checks.

Article XI
Policies and Procedures
A.  Policies
Policies may be formed to address recurring or unclear issues.  Approval by majority vote of the Association membership is required to adopt, amend, or delete any policy.
B.  Procedures
Procedures are necessary to carry out the provisions of the Articles of Incorporation and the By-Laws.  Approval by majority vote of the Association membership is required to adopt, amend, or delete any procedure.
C. Penalties

1. Penalties for violation of Florida state law are established by the Florida Code.
2. Penalties for violation of the Association Covenants, By-Laws, or rules are established by the Board of Directors. Penalties may be levied against the parcel (lot) owner and/or the person committing the violation. Penalties may include monetary fines and/or suspension of Association privileges. Appeals of an assessed penalty may be made to the Association membership at any duly scheduled meeting.

Article XII
Amendment of By-Laws
These By-Laws may be amended at the regular/annual meeting, or a special meeting of the Association, by majority vote of the Association.  These By-Laws are in conjunction with and subject to the Articles of Incorporation.  In the case of a conflict between the Articles of Incorporation and the By-Laws, the Articles of Incorporation shall take precedence.

Article XIII
Books and Records
A.  Association Records
1. Records and books kept for Association business shall be available, during reasonable business hours, for inspection by any member of the Association that is in good standing.
2. Covenants, By-Laws, Articles of Incorporation shall be available, during reasonable business hours, for inspection by any member of the Association that is in good standing.
3. Electronic copies of the Covenants, By-Laws, and Articles of Incorporation are available from the Association without charge.  At the discretion of the President, the Association may charge a fee to provide hard copies.
B.  Owner Records
1. All parcel (lot) owners shall provide the Association Secretary or President with their name and mailing address to receive meeting notifications and other Association correspondence.  Members are encouraged to provide telephone number and email information should the Association need to quickly contact an owner.
C.  Rental/Leased Property
1. The owner of a parcel (lot) that is rented or leased shall notify the Association of the property status as rented or leased.
2. Contact information for the renter/lease or rental manager shall be provided to the Association.
D.  Homeowner Association Disclosure
Florida law requires the Association to provide a Homeowner Association Disclosure to persons purchasing property that is subject to the Association.  All sales of parcels (lots) shall be reported to the Association to ensure the new owner receives the Disclosure and other Association information.

Article XIV
Parliamentary Authority
The current edition of Roberts Rules of Order will govern the Association in all parliamentary situations which are not provided for in the law, Articles of Incorporation, By-Laws, or adopted rules.
Article XV
Rules
A.  Hunting and the Discharge of Firearms
1. Discharge of firearms is prohibited in all common areas and on the lake itself.
2. Discharge of firearms on parcels (lots) around the lake is prohibited under normal conditions.
3. In the case of killing a snake, etc., extreme care must be given and the individual shooter will be held responsible for their actions and they understand that bullets can and will ricochet on the water, which can be extremely dangerous.
B.  Fishing
1. Fishing and/or launching boats from any dam on Mirror Lake is not allowed.  This rule is intended to protect the dams and reduce the accumulation of trash.
2. Lot owners and their guests must enter/exit the lake from the owner’s lot. The lot owner is responsible for the safety and conduct of their guests.
3. Bass bed fishing is not allowed.  If a bass is accidently caught off a bed, it should be released immediately. 
4. Trotlines, bush hooks, fish traps, or any other unattended method of fishing is prohibited.
5. Fishing is not allowed during the annual January-February lake maintenance draw-down.  The low water level leaves the breeder female fish vulnerable from grouping in the deeper pools.  Fishing may not resume until the lake has returned to normal level.
6. All fishing activity on Mirror Lake must comply with Florida state law.
7. Fishing from a dock you do not own, without permission of the owner, constitutes trespassing and is not allowed.
8. Do not tie off to a dock without permission of the owner.
9. People that are not members of the Association may fish as the guest of an Association member.  The Association member hosting a guest is responsible for ensuring the guest knows and obeys the rules.  The guest may fish from an owner’s boat, without the owner present, if the owner’s boat has an Association boat sticker.
10. If a dock is posted “NO FISHING”, do not fish within 15 feet of that dock.

C.  Control of Mirror Lake
1. The lake level is controlled by the Board.  All actions related to control of the lake level are the responsibility of and are under the authority of the Board.  Schedule for the annual maintenance draw down and refill is set by the Board.
2. Electric trolling motors, sold specifically for use on boats, are the only propulsion allowed on Mirror Lake other than oars/paddles and “bicycle pedal”.  No motors, engines, turbines, or any other form of propulsion which uses or burns gasoline, diesel, or any other fuel product are allowed on Mirror Lake.  
3. Each parcel (lot) may have docks extending no more than thirty (30) feet from the shoreline, or no more than one-third (1/3) the distance from the dock shoreline to the shoreline directly opposite across the lake surface, whichever is less.  The total square area of all docks on a single parcel (lot) shall not exceed six hundred (600) square feet.
4. New dock construction, whether floating or fixed, or increasing the size of an existing dock requires written approval by the Board.
5. Floating docks, either permanent or temporary, must be removed from the lake during the annual maintenance draw down.

D.  Discharge of Chemicals or Trash into Mirror Lake
1. Discharging or placing chemicals or trash into Mirror Lake is strictly prohibited.
2. Disposing of tree or yard debris in the lake is prohibited.
3. Raw dirt from cleared land should not be allowed to run off into Mirror Lake.
4. Septic tanks on lots fronting Mirror Lake must comply with the State of Florida applicable regulations.

E.  Boats
1. Boats used on Mirror Lake must comply with the State of Florida boating regulations.
2. Oars, paddles, “bicycle pedal”, and electric trolling motors are the only forms of propulsion allowed on Mirror Lake.  See also Article XV Paragraph C.2.
3. Boats used on Mirror Lake must display an Association boat sticker.  The sticker will be provided by the Association and may be requested from the President.

Article XVI
Acceptance and Certification

These revised by-laws supersede all editions prior to the date of signature below.  The signatures below certify these By-Laws were duly approved by the Mirror Lake Owners Association.

President, MLOA ________________________ Date _________________

Secretary, MLOA _______________________     Date _________________