Last Revised: 03/04/2014

After recordation, return to:

McClure and Grigsby, P.A.

3511 Bonita Bay Blvd.

Bonita Springs, Florida 34134

THIS DOCUMENT CONSTITUTES A SUBSTANTIAL REWORDING OF

THE DECLARATION AS PREVIOUSLY AMENDED. SEE PRIOR

DOCUMENTS FOR CHANGES TO PRESENT TEXT

AMENDED AND RESTATED TO

BYLAWS

OF

WATERSIDE I AT BAY BEACH CONDOMINIUM ASSOCIATION, INC.

WHEREAS, Waterside I at Bay Beach Condominium Association, Inc. (“Association”), a Florida not-for-profit corporation, issued and recorded Bylaws on June 6, 1997 at Official Records Book 2831, Page 828 of the Public Records of Lee County, Florida; and

WHEREAS, the Association wishes to amend and restate the Bylaws, pursuant to Section 10 thereof, as set forth below (the original Bylaws, as amended hereby, shall hereinafter be referred to as the “Bylaws”).

  1. NAME, LOCATION AND DEFINITIONS.

1.1.Name and Location. The name of the corporation is WATERSIDE I AT BAY BEACH CONDOMINIUM ASSOCIATION, INC. a Florida not-for-profit corporation (“Association”). The principal office of the corporation is located in Lee County, Florida, but meetings of Members and directors may be held at such places within the State of Florida, County of Lee, as may be designated by the Board of Directors.

1.2.Definitions. The terms used in these Bylaws shall have the meanings as provided in the Condominium Act and the Governing Documents.

  1. MEMBERS AND MEETINGS OF MEMBERS

2.1.Qualification. Every person and entity shall be a Member of the Association so long as they hold title to a Unit; provided that any such person or entity who holds such interest only as security for the performance of an obligation shall not be a Member. Membership shall become effective upon the occurrence of the last to occur of the following events:

  1. Recording in the public records a deed or other instrument of conveyance to a Unit;
  1. Approval of the conveyance by the Association as provided for in the Declaration;
  1. Delivery to the Association of a copy of the deed or other instrument of conveyance to the Unit; and
  1. Delivery to the Association, if required, of a written designation of the Primary Occupant as provided in Section 2.2 below.

In the case of a Unit being conveyed by a contract for deed or similar instrument, the contract vendee shall be deemed the Owner of the Unit for purposes of determining Membership and use rights.

2.2.Primary Occupant. If an Owner of a Unit is not a natural person, the subject entity shall designate a natural person who shall be the Primary Occupant and such natural person shall exercise that Unit's Membership rights.

2.3.Voting Rights; Voting Interests. The Members of the Association shall be entitled to one (1) vote (Voting Interest) for each Unit owned by them. The total votes shall not exceed the total number of Units. The vote of a Unit shall not be divisible. The right to vote may not be denied because of delinquent assessments. If a Unit is owned by one natural person, his right to vote shall be established by the record title to the Unit. If a Unit is owned jointly by two or more natural persons(including husband and wife), that Unit's vote may be cast by any Owner present at the meeting at which the vote is taken. If two or moreare presentand cannot agree among themselves how their one vote shall be cast, that vote shall not be counted for any purpose. If the Owner is not a natural person, the vote of that Unit shall be cast by the Unit's Primary Occupant designated as set forth in Section 2.2 above. A majority of votes cast in person or by proxy shall be sufficient for corporate action except where provided otherwise in the Governing Documents.

2.4.Change in Membership. A change in Membership in the Association shall be established by the recording in the Public Records of Lee County, Florida, of a deed or other instrument establishing a record title to a Unit. Except as provided below, the grantee(s) in such instrument will then become a Member of the Association and the membership of the prior Owner shall thereby be automatically terminated. Upon such transfer of title, the transferee(s) shall notify the Association of such transfer and provide to the Association a copy ofthe instrument of conveyance and an address to which all notices and correspondence should be sent. If any transferee fails to provide such information, the Association shall mail or deliver all notices and correspondence to the transferee tothe address of the Unit. Membership shall be appurtenant to and may not be separated from ownership of any Unit which is subject to Assessment.

2.5.Termination of Membership. Except as otherwise provided by law or the Governing Documents, the termination of Membership in the Association does not relieve or release any former Member from liability or obligation incurred under or in anyway connected with the Association during the period of his Membership, nor does it impair any rights or remedies which the Association may have against any former Member arising out of or in any way connected with such ownership, Membership and the covenants and obligations incident thereto.

2.6.Annual Meetings. The Members shall meet at least once in each calendar year and such meeting shall be the annual meeting. The annual meeting shall be in Lee County, Florida each calendar year not later than the month of March, at a day, time and place designated by the Board of Directors for the purpose of electing Directors and transacting other business duly authorized to be transacted by the Members. At the time of the annual meeting, ballots cast in the annual election shall be counted and the election results announced.

2.7.Special Meetings. Special meetings of the Members may be called at any time by the president, by the majority of the Board of Directors, or promptly upon receipt of a written petition from not less than 10% of the Voting Interest of the Members. The petition shall state the purpose or purposes of the meeting and shall be signed by all Members making the request. Business at any special meeting shall be limited to the item(s) specified in the meeting notice and agenda.

2.8.Notice of Meetings. Notice of each meeting of the Members shall be given by, or at the direction of the Secretary or person authorized to call the meeting, by mailing via fist class mail postage paid, hand-delivering, or electronically transmitting copy of such notice at least fourteen (14) days before such meeting to each Member entitled to vote thereat, addressed to the Member’s address last appearing on the books of the Association. If no such address exists or if the address is known to be incorrect, the notice shall be sent to either the Unit address or the last known address of the Owner, if any. Such notice shall specify the place, day and hour of the meeting and shall include an agenda. The notice shall also be posted in a conspicuous place on the Common Elements at least fourteen (14) continuous days preceding the meeting. If ownership of a Unit is transferred after notice has been mailed, no separate notice to the new Owner is required. Attendance at any meeting by a Member constitutes waiver of notice by that Member. Notice of the annual meeting shall otherwise be given as required by law, and a certificate of the officer or agent making such mailing shall be retained in the Association records as proof of such mailing.

2.9.Quorum. The presence at the meeting of at least one-third of the Members entitled to vote in person or by proxy shall constitute a quorum for any action except as otherwise provided in the Governing Documents or Florida law. If a required quorum shall not be present or represented at any meeting, the Members entitled to vote thereat shall have power to adjourn the meeting from time to time, until a quorum as aforesaid shall be present or be represented; provided, however, no quorum shall be required for the election of the Board of Directors so long as 20% of the Voting Interests have voted.

2.10.Vote Required. Except where a higher vote is required by law or the Governing Documents, the acts approved by a majority of the votes cast at a Members’ meeting at which a quorum has been obtained shall be binding upon the Owners.

2.11.Proxies. At all meetings of Members, each Member may vote in person, by limited proxy or, when permitted under the Condominium Act, by general proxy, except voting by proxy shall not be permitted in the election of theBoard of Directors. All proxies shall be in writing, dated, signed by the person authorized to cast the vote of the Unit, and shall specify the date, time, and place of the meeting for which it is given. The original proxy must be delivered to the Secretary before or at the appointed time for the meeting or any adjournment thereof. Any proxy given shall be effective only for the specific meeting for which originally given and any lawfully adjourned meetings thereof. Every proxy shall be revocable and shall automatically cease upon conveyance by a Member’s Unit. In no event shall a proxy be valid for a period longer than ninety (90) days after the date of the first meeting for which it was given. No proxy shall be valid if it names more than one person as the holder thereof, but the holder shall have the right, if the proxy so provides, to substitute another person to hold the proxy.

2.12.Adjourned Meetings. If a quorum is not present at any duly called meeting of the Members, the majority of the Voting Interests present shall adjourn the meeting to a later date when a quorum may be obtained. When a meeting is adjourned, notice of the time and place of its continuance shall be given as provided in Section 2.8 above.

2.13.Order of Business. The order of business at Members’ meetings shall be substantially as follows:

  1. Counting of ballots in annual election (if necessary)
  2. Call of the roll or determination of existence of a quorum
  3. Proof of notice of meeting or waiver of notice
  4. Reading and disposal of any unapproved minutes
  5. Reports of officers
  6. Reports of committees
  7. Election of directors
  8. Unfinished business
  9. New business
  10. Adjournment.

2.14.Minutes. Minutes of all meetings of Members and of the Board of Directors shall be kept in a businesslike manner and available for inspection by Members or their authorized representatives and Board Members at all reasonable times and for a period of seven (7) years after the meeting. Minutes must be reduced to written form within thirty (30) days after the meeting to which it relates.

2.15.Parliamentary Rules. Roberts' Rules of Order (latest edition) shall govern the conduct of the Association meetings when not in conflict with the law or with the Governing Documents. The President may appoint a Parliamentarian whose decision on questions of parliamentary procedure shall be final. Any question or point of order not raised at the meeting to which it relates shall be deemed waived.

2.16.Action by Members Without Meeting. To the extent permitted by law, any action required or permitted to be taken at a meeting of the Members (except the annual meeting and a meeting at which a vote is taken to waive or fund reserves), may be taken without a meeting if written consents, setting forth the action to be taken, are signed by the Members having not less than the minimum number of votes that would be necessary to take such action at a meeting, or a majority of the total votes of the entire Membership, whichever is greater. Upon receiving the requisite number of written consents, the Board of Directors may take the authorized action upon adopting a resolution to that effect. Within ten (10) days after adopting the resolution, the Board shall send written notice of the action taken to all Members who have not consented in writing. Nothing in this paragraph shall be construed in derogation of Members' rights to call a special meeting of the Membership as elsewhere provided in these Bylaws. The written consents used to authorize an action without a meeting shall become a party of the Association’s Official Records.

  1. BOARD OF DIRECTORS.

3.1.Number. The affairs of this Association shall be managed by a Board of Directors consisting of five (5) persons.

3.2.Eligibility. Eligibility to be a candidate for and to serve on the Board of Directors is limited to: (i) Owners or the spouse of an Owner who resides in the Condominium; (ii) natural persons; (iii) persons 18 years of age or older; (iv) persons who have not been convicted of any felony in Florida or in a United States District or Territorial Court or of any offense in another jurisdiction that would be considered a felony if committed in Florida unless his or her civil rights have been restored for at least five years as of the date on which he or she seeks election to the board; (v) persons who have not been suspended or removed by the Florida Division of Condominiums, Timeshares and Mobile Homes; (vi) persons who are not delinquent in the payment of any fee, fine or assessment; and (vii) if such person’s Unit is owned by a trust, such person must be a grantor or beneficiary of the trust. In addition, an elected Board member may become ineligible to remain on the Board and shall be removed automatically upon the occurrence of any of the following events during his term: (i) the sale or transfer of his Unit; (ii) convicted of a felony, charged with a felony theft or embezzlement of Association funds, or is removed from office by the Florida Department of Condominiums, Timeshares and Mobile Homes; or (iii) becomes delinquent in the payment of assessments to the Association for more than 90 days.

3.3.Post-Election Certification. Within 90 days after being elected to the Board, each newly elected or appointed director shall certify in writing to the Secretary of the Association that he or she has read the Governing Documents; that he or she will work to uphold such documents and policies to the best of his or her ability; and that he or she will faithfully discharge his or her fiduciary responsibility to the Association’s members. In lieu of this written certification, within 90 days after being elected or appointed to the Board, the newly elected or appointed director may submit a certificate of having satisfactorily completed the educational curriculum administered by a division-approved condominium education provider within 1 year before or 90 days after the date of election or appointment. The written certification of educational certificate is valid and does not have to be resubmitted as long as the director serves on the Board until he or she complies with this requirement. A director who fails to timely file the written certification or educational certificate is suspended from service on the Board until he or she complies with this requirement. The Board may temporarily fill the vacancy during the period of suspension. The Secretary shall cause the Association to retain a director’s written certification or educational certificate for inspection by the members for five (5) years after a director’s election or the duration of the director’s uninterrupted tenure, whichever is longer. Failure to have such written certification or educational certificate on file does not affect the validity of any Board action.

3.4.Term of Office. Each director shall hold office for a term of two (2) years. Directors will serve until his successor is duly elected or until he sooner resigns or is removed as provided below. The terms of office shall be staggered as follows: The three (3) candidates receiving the highest number of votes shall each be elected for a term which expires at the annual election after the next annual election. The two (2) candidates receiving the next highest number of votes shall be elected for a term which expires at the next annual election. Thereafter, the directors shall be elected for two (2) year terms. A director’s term ends at the end of the annual meeting in conjunction with which his successor is to be duly elected, or at such other time as may be provided by law. Directors shall be elected by the members as described in Section 4 below or, in the case of a vacancy, as provided in Section 3.6 below.

3.5.Vacancies on the Board (Non-Recall). If a vacancy on the Board occurs because of death, disqualification, resignation, or any other cause except recall of a Director [See Section 3.6 below], a majority of the remaining Directors, though less than a quorum, shall appoint a successor, who shall hold office until the next regularly scheduled election for any Board position, at which time a successor shall be elected to fill the remaining unexpired term, if any, unless otherwise provided by law.

3.6.Removal of Directors (Recall). Directors elected or appointed by Owners may be removed from the Board, with or without cause, by a majority vote of the Voting Interests, either by written petition or at a meeting called for that purpose, in the manner described by law and the administrative rules of the Division of Condominiums, Timeshares and Mobile Homes. If a meeting is held or a petition is filed for the removal of more than one Director, the question shall be determined separately as to each Director sought to be removed. If a meeting is called by at least 10% of the voting interests for the purpose of recall, the notice of the meeting must be accompanied by a dated copy of the signature list, stating the purpose of the signatures. The meeting must be held not less than 14 days nor more than 60 days for the date that notice of the meeting is given. If a vacancy occurs on the Board of Directors as a result of a recall by Owners and less than a majority of the members are removed, the vacancy may be filled by the affirmative vote of a majority of the remaining Directors. If vacancies occur on the Board of Directors as a result of a recall by Owners and a majority or more of the Members are removed, the vacancies shall be filled pursuant to the Condominium Act. Subject to the provisions of Article III of these Bylaws, a vacancy on the Board by reasons other than recall shall be filled as required by the Condominium Act.