By-Laws

EXPLANATION FOR MAJOR BY-LAW REVISIONS — MARCH 18, 2019

  1. Association Name Change
  •   Sara-Cam Associates II, Inc. is the Florida statutory corporation formed to represent the interests of the residents of Camelot Lakes (now Village) homeowners.  When the Association was originally formed it attempted to incorporate under the name Camelot Lakes Homeowners Association, Inc., however, there was an existing corporation with the same name, therefore,  a different name had to be chosen.
  • Since Cove added Village to the Community name, it is now legally possible to change the corporate name to Camelot Lakes Village Homeowners Association, Inc.  The new name will make it much easier to explain the purpose of the Association to new residents. [Approximately 80 new individuals buy homes in the Village annually.]
  • The name change can be accomplished by amending the Certificate of Incorporation ($40 to $60 cost) and our By-laws.  Thereafter a copy of the Certificate of Amendment is simply forwarded to taxing authorities and our Bank.  The name will also have to be changed on stationary, records, checks, website, etc.,
  1. Prohibiting Employees, etc. of Cove and its Affiliates from becoming Officers or Directors of the Homeowners Association
  • The By-law Committee and the Board of Directors have concluded that it is too pervasive a conflict of interest for an individual to serve as a Director of the HOA with a fiduciary responsibility to all residents while concurrently having a duty of loyalty to Cove as an employee of it or any of its subsidiaries, management entities, etc. 
  • One of the primary reasons for the existence of the HOA and its Directors is to protect and further the interests of the residents who individually or collectively have issues with the Community owners. Obviously, the Owners desire to maximize profits is in direct conflict with the residents’ desire to minimize rent increases and the foregoing ripples through many of the matters addressed by the Board on a regular basis.
  • Historically, (including the present Board) there have been Directors who have also been employed by the Community owner or its management company and this change is not intended to reflect negatively on their contributions as Directors – nonetheless considering (a) and (b) above, your Board and the By-law Committee believe this change is in the best interest of the Community homeowners.

 MINOR BY-LAW REVISIONS

EFFECTIVE MARCH 18, 2019

 Many of the changes are to codify (to put into writing in our By-laws) policies and practices that are already followed by Sara-Cam. 

  1. The authority for Sara-Cam to use assumed business names such as a Doing Business As (DBA) name has been deleted
  2. All occurrences of “Camelot Lakes” (the property) have been changed to “Camelot Lakes Village”
  3. The call for a Special Membership Meeting (following a March Annual Meeting at which a quorum was not present) must now consider convenience of timing AND whether the chosen date and time is likely to result in a quorum of Members being in attendance.
  4. Clarification of the current provision that a Director appointed to fill a vacancy serves until the next Annual Membership Meeting and may thereafter be elected to two additional full 3 year terms. (The maximum continuous time a Director could be on the Board is 6 years and eleven months.)
  5. A new subsection was added to make clear that a Director elected or appointed to the Board shall be deemed to have resigned his position(s) as an Officer and Director if he thereafter fails to continue to qualify to hold such position(s).
  6. A new subsection was added to clarify eligibility for holding the position of Officer (President, VP, Secretary or Treasurer) to read: All officers must be current Members and Directors on the Board.
  7. Authority would be reserved to the Board to direct the deposit of HOA money in specific banks or institutions. Previously the Finance Committee had the authority to choose depositories.
  8. Authorizes the position of Co-Chairman for all Committees and specifies that Co-Chairmen, if appointed, must be Members of the HOA but need not be Directors.
  9. Under the current By-laws Directors who are not eligible to be elected to an additional term are automatically members of the then Nominating Committee. The amendment permits them to decline to serve on this Committee.
  10. Clarifies that members of all Committees must be Members of the HOA.
  11. Permits the Negotiating Committee (the group that meets with the owners to negotiate reducing or minimizing rent increases and what the owners will do for the Village in the coming 3 years) to have Co-Chairs.

WHAT FOLLOWS IS THE INDEX AND ACTUAL TEXT

OF THE CURRENT BY-LAWS

BY-LAWS  INDEX

ARTICLE I :  CORPORATE NAME,  PRINCIPAL OFFICE . PURPOSES AND INTENTIONS  ……………………………………….page 1

Section l.1   Name

Section 1.2  Principal Office

Section 1.3  Purposes and Intentions

ARTICLE II:   MEMBERSHIP   ……………………………………………….pages 2 – 6

Section 2.1  Definition         

Section 2.2   List of Members

Section 2.3   Duties and Responsibilities of Members

Section 2.4   Membership Meetings

          Section 2.4.1   Location of Meeting     

          Section 2.4.2   Annual Meeting

          Section 2.4.3   Regular Meetings

          Section 2.4.4   Special Meetings

          Section 2.4.5   Special Meeting for Recall

Section 2.5   Quorum and Voting Requirements

          Section 2.5.1   Quorum

          Section 2.5.2   Votes Required

          Section 2.5.3   Proxies and Absentee Ballots

Section 2.6   Notice of Membership Meetings

          Section 2.6.1   Posting

          Section 2.6.2   Delivery   

          Section 2.6.3   Assessments and Budgets

         Section 2.6.4   Affidavit            

Section 2.7   Conduct of Meetings

ARTICLE III:  BOARD OF DIRECTORS   ………………………..pages 7 – 12

Section 3.1   Responsibility             

Section 3.2   Number and Terms of Directors

Section 3.3   Election of Directors and Educational Requirements

          Section 3.3.1   Elections

          Section 3.3.2   Educational Requirements

Section 3.4   Vacancies     

Section 3.5   Resignation or Removal

Section 3.5    Resignation, Removal or Disqualification    

          Section 3.5.1   Resignation

          Section 3.5.2   Removal

          Section 3.5.3   Disqualification

Section 3.6  Meetings of the Board

          Section 3.6.1   Organizational Meeting

          Section 3.6.2   Regular Meetings

          Section 3.6.3   Special Meetings 

          Section 3.6.4   Notice     

          Section 3.6.5   Waiver of Notice

          Section 3.6.6   Minutes of Meetings

Section 3.7  Quorum and Voting Requirements for Board Meetings

          Section 3.7.1   Ordinary Quorum

          Section 3.7.2   Lack of a Quorum

          Section 3.7.3   Participation by Telephonic Conferences

Section 3.8  Compensation, Fiduciary Duties and Liabilities of the Board

          Section 3.8.1   Compensation

          Section 3.8.2   Fiduciary Duties 

ARTICLE IV:  OFFICERS   ……………………………………………..pages 13 – 16

Section 4.1   Officers

           Section 4.1.1  Titles      

           Section 4.1.2  Dual Offices

Section 4.2   Eligibility, Election and Term of Office

           Section 4.2.1   Eligibility

          Section 4.2.2  Procedure  

          Section 4.2.3   Term

Section 4.3   Resignation, Removal and Vacancies in Offices       

          Section 4.3.1  Resignation      

          Section 4.3.2  Removal

          Section 4.3.3  Vacancy

Section 4.4   President

Section 4.5   Vice President             

Section 4.6   Secretary            

Section 4.7   Treasurer           

Section 4.8   Delegation of Officer Duties           

Section 4.9   Compensation of Officers

ARTICLE V:  COMMITTEES OF THE BOARD ………………pages 17 – 25

Section 5.1   Standing Committees

          Section 5.1.1   Members         

          Section 5.1.2   Board Responsibility

Section 5.1.3   Board Authority

Section 5.1.4   Appointment of Committee Members

 Section 5.1.5   Resignation or Removal

 Section 5.1.6   Vacancies

           Section 5.1.7   Duties

        Section 5.1.8   Procedure

       Section 5.1.9   Meetings         

          Section 5.1.10   Quorum and Voting requirements                

          Section 5.1.11   Minutes

          Section 5.1.12   Indemnification

Section 5.2   Finance Committee

          Section 5.2.1   Membership

          Section 5.2.2   Functions

          Section 5.2.3   Meetings

Section 5.3   Nominating Committee

          Section 5.3.1   Membership

          Section 5.3.2   Functions

          Section 5.3.3   Meetings

Section 5.4   Membership Committee

          Section 5.4.1   Membership

          Section 5.4.2   Functions

          Section 5.4.3   Meetings

Section 5.5  Special Events Committee

          Section 5.5.1   Membership

          Section 5.5.2   Functions

          Section 5.5.3   Meetings

          Section 5.5.4   Reports

Section 5.6   Special  Committees 

          Section 5.6.1   Functions and Membership

Section 5.7   Negotiating Committee

          Section 5.7.1   Purpose

          Section 5.7.2   Formation and Membership

          Section 5.7.3   Duties and Responsibilities 

          Section 5.7.4   Procedures

          Section 5.7.5   Meetings

          Section 5.7.6   Settlement Agreement Distribution

ARTICLE VI : EXECUTION OF INSTRUMENTS

AND SURETY  BONDS    …………………………………………………………page 26

Section 6.1  Execution of Instruments

          Section 6.1.1   Authorization by Board

          Section 6.1.2   Officers’ Authority

Section 6.2   Surety Bonds             

ARTICLE VII : INDEMNIFICATION  ……………………………..pages 27 – 28

Section 7.1   Applicability and Scope

Section 7.2   Insurance

           Section 7.2.1  Indemnify the HOA

          Section 7.2.2   Indemnify Directors, Officers and Committee Members

          Section 7.2.3   Exceptions

          Section 7.3   Right Not Exclusive

ARTICLE VIII : COMPENSATION, CONFLICTS OF INTEREST,

INTERESTED DIRECTORS AND OFFICERS ………………………page 29 – 31

Section 8.1   Purposes

Section 8.2   Definitions

          Section 8.2.1   Interested Person  

          Section 8.2.2   Financial Interest

          Section 8.2.3   Compensation

Section 8.3   Procedures

          Section 8.3.1   Duty to Disclose

          Section 8.3.2   Determining Whether a Conflict of Interest Exists

           Section 8.3.3   Procedures for Addressing the Conflict of Interest

          Section 8.3.4   Violations of the Conflict of Interest Policy

Section 8.4   Contracts              

ARTICLE IX : FISCAL YEAR ……………………………………………….page 32

Section 9.1   Commencement Date        

ARTICLE X : WRITTEN NOTICE  ………………………………………..page 32

Section 10.1   Procedure

ARTICLE XI :  WAIVER OF NOTICE  …………………………………..page 33

Section 11.1   Procedure

ARTICLE XII : AMENDMENTS   …………………………………………..page 33

Section 12.1   Power to Amend   

ARTICLE XIII : CONSTRUCTION AND SEVERABILITY  …………page 34

Section 13.1   Construction

Section 13.2   Severability

 

TEXT OF CURRENT BY-LAWS – EFFECTIVE MARCH 18, 2019

 

 

 

 

 

 

END OF CURRENT BY-LAWS

ARCHIVED By-Laws as Amended on March 19, 2018 (Section 3.3.1)

ARTICLE I

 CORPORATE NAME,  PRINCIPAL OFFICE . PURPOSES AND INTENTIONS

Section 1.1  Name

The name of this Corporation is Sara-Cam Associates II, Inc. (Sara-Cam).  Sara-Cam may also conduct business under assumed names adopted by Sara-Cam consistent with Florida Law.

Section 1.2 Principal Office

The principal office of Sara-Cam shall be maintained within the County of Sarasota, State of Florida at such specific location and mailing address as may, from time to time, be designated by majority vote of the

Sara-Cam Associates II, Inc. Board of Directors (Board).

Section 1.3 Purposes and Intentions

The purposes for which Sara-Cam  is formed are to exercise all of the rights, privileges and powers granted by the State of Florida to Not-for-Profit Corporations and specifically those granted in Chapter 723 of the Florida Statutes (“723”) to organizations formed by and consisting of “mobile home owners” as defined in Section 723.003 of the said statutes.

ARTICLE II

MEMBERSHIP

Section 2.1 Definition

The Membership or Members at any given time shall consist of; (a) those bona fide Mobile Home Owners as defined in 723, in Camelot Lakes Manufactured Housing Community (Camelot Lakes) who (b) have paid the then current annual dues and any outstanding assessments and, if disputes arise with respect to who is the Member in (c) the case of Mobile Homes owned by more than one natural person the one of such persons designated in a certificate signed by all of the owners of such Mobile Homes filed with the Secretary of Sara-Cam and in (d) the case of  Mobile Homes owned by any legal entity (i.e. Corporation, Partnership, LLC, Estate, Trust, etc.) the duly appointed or empowered individual with the authority to act on behalf of such entity on all matters involving such Mobile Home(s) as evidenced by legal documentation of such authority filed with the Secretary of Sara-Cam.

Section 2.2   List of Members

At each Meeting at which a vote of the Membership is intended or required to be taken, a true and complete list in alphabetical or numerical order according to lot number, of all Members shall be furnished to the Secretary by the Chairman of the Membership Committee or his designee.

Section 2.3   Duties and Responsibilities of Members

In addition to payment of dues and/or assessments as above specified, all Members shall be generally responsible to participate in the projects, activities and undertakings of Sara-Cam and attend and vote at Membership Meetings and attend Board Meetings when possible.  All Members shall also encourage other qualified individuals to become  Members of Sara-Cam and help solicit candidates to serve on the Board.  Except as otherwise provided by Florida Law, Members shall have the right to attend and address all Meetings of the Board and Committees of the Board, subject to reasonable conditions regarding timing of addresses, etc. contained in policies and procedures adopted by the Board and announced by the President or other person chairing each said Meeting which do not violate  Florida laws.

Section 2.4   Membership Meetings

Section 2.4.1   Location of Meetings

All Membership Meetings shall be held within a facility of Camelot Lakes or at another facility located in Sarasota County at a time and place designated by the Board.

Section 2.4.2   Annual Meeting

The Annual Meeting of the Members shall be convened on the third Monday in the month of March at 7:30 p.m. or at such other time on such other day within such month as shall be fixed by the Board for the purpose of electing Directors and for the transaction of such other business as may come before the Meeting.  If a quorum is not present the Board shall cause the election to be held at a Special Meeting of the Members as soon thereafter as may be convenient.

Section 2.4.3   Regular Meetings

Regular Meetings of the Members shall be held on such dates and at such places within Sarasota County as may be designated from time to time by the Board.  A regular Meeting of the Members shall also be held no less than 30 days prior to the March Annual Meeting of Members (Regular February Membership Meeting) for the purpose of allowing nominations of Members to serve as Directors to be made from the floor at such Meeting as required by 723.

Section 2.4.4   Special Meetings

Special Meetings of the Members may be called at any time by the President, by a majority vote of the Board or as demanded in writing by at least 10% of the Members.

Section 2.4.5   Special Meeting for Recall

Any Director may be recalled and removed from office with or without cause by the vote of or agreement in writing of a majority of all Members.  A Special Meeting of the Members to recall a Director or Directors may be called by 10 percent of the Members by giving notice of the Meeting as required for a Special Meeting of Members, and the notice shall state the purpose of the Meeting.  Electronic transmission may not be used as a method of giving notice of a Meeting called in whole or in part for this purpose.

The procedures following a vote to recall one or more Directors and replacing such recalled Directors shall be as set forth in Chapter 723.078 (2)(i) 1 through 8 of the Florida Statutes as presently in force on the effective date of these Re-stated By-Laws and as hereafter amended.

Section 2.5   Quorum and Voting Requirements

Section 2.5.1   Quorum

Except as required by law the attendance in person and by proxy of at least 30% of the Membership at a Meeting duly called and held shall constitute a quorum for the transaction of any item of business unless otherwise required by law.

Section 2.5.2   Votes Required

Unless otherwise required by law or these By-laws the vote of a majority of the Members present in person and by proxy at a duly called Meeting, at which a quorum is present, shall constitute the act of the Membership.

Section 2.5.3   Proxies and Absentee Ballots

At any annual, regular or special Meeting of the Members, a Member may cast his vote in person or by a limited proxy in the form specified under Florida laws for quorum establishment or any other voting purpose except that no proxy may be used in the election of Directors.  Such proxy shall be filed with the Secretary of Sara-Cam before or at the time of the Meeting.  No proxy shall be valid after ninety (90) days from the date of its execution.  Proxies shall be revocable at any time at the pleasure of the member executing it.  Proxies are in effect only for the specific Meeting for which they are originally given and any lawfully adjourned Meetings thereof.

Absentee Ballots may be used in the election of Directors.  The Notice of the Annual Meeting or Special Meeting at which an election of Directors will take place, mailed, e-mailed or personally delivered, may include an Absentee Ballot with a request that it be completed and returned to the Secretary if a Member may not be attending the Meeting.

Section 2.6   Notice of Membership Meetings

Section 2.6.1   Posting

Unless otherwise required by action of the Board or by Florida laws, notice of any Meeting, stating the place, date and hour of the Meeting, shall be provided by posting the said notice in a conspicuous place on the Camelot Lakes property for:

Regular Meetings – At least 14 days before the date of the Meeting.

Special Meetings – Unless otherwise prescribed by statute, at least 14 days and no more than 30 days before the date of the Meeting, and including the purpose(s) for which the Meeting(s) are called.

Annual Meeting – At least 14 days and not more than 30 days before the date of the Meeting.

Section 2.6.2   Delivery

Written Notification of  all Membership Meetings shall also be delivered to each Member by personal delivery, mail or e-mail at least 14 days prior to the Meeting.

Section 2.6.3   Assessments and Budgets

Notices of Meetings, at which assessments are to be considered, must specifically contain a statement that assessments are being considered and the amount of the proposed assessment.  Notices of Meetings, at which an Annual Budget will be presented, must also contain a statement that the Budget will be presented.

Section 2.6.4   Affidavit

The Secretary shall provide an affidavit affirming that the notices were  posted and mailed or hand delivered in accordance with the provisions of this section and section 10.1 hereof.

Section 2.7   Conduct of Meetings

The Board shall adopt such procedures, as they deem advisable, not inconsistent with these By-laws or Florida law for any Meeting of the Members in regard to the order of business, identification of the  Membership, establishment of quorum and evidence of the appointment and duties of inspectors of elections and such other matters concerning the conduct of the Meeting as they shall deem appropriate.  Such procedures shall be binding upon Sara-Cam and the Members.

ARTICLE III

BOARD OF DIRECTORS

Section 3.1   Responsibility

The Board shall manage the business and affairs of Sara-Cam.  The Board may exercise all the powers of Sara-Cam, except such as are by statute or Sara-Cam’s Articles of  Incorporation or By-laws conferred upon or reserved to the Members.  The Board shall also be conferred with all the powers and duties as set forth in Florida Statutes, Chapter 723,  Section 723.079.  The Board shall keep full and fair accounts of its transactions as required in that Statute.

Section 3.2   Number and Terms of Directors

The Board shall consist of nine (9) Members.  Each Director shall be elected for a term of three (3) years and for no more than two (2) consecutive terms.  After an elected Director has served two (2) consecutive terms totaling six (6) years, that Director shall not be eligible for appointment or re-election to the Board for a period of one (1) year.

Section 3.3   Election of Directors and Educational Requirements

Section 3.3.1   Elections

In January of each year the Nominating Committee will assemble a list of candidates for the position of Director. In order to qualify for election to the position of Director, candidates must be Members of Sara-Cam.  The slate of nominees chosen by the Nominating Committee shall be delivered to the Members with the Notice of the regular February Membership Meeting. Candidates for Director may also be nominated from the floor at that Meeting, even if a quorum is not present, providing that any person so nominated shall have consented to the nomination. Any such new nominee(s) will be added to the slate of candidates and nominations will then be closed.   The list of candidates slated by the Nominating Committee as well as the additional nominee(s) will be included with the Notice of the Annual Meeting and any Special Meeting when the election is to be held.

At each Annual Meeting of the Membership, at which a quorum is present, the Members shall elect, by a plurality of votes cast, such number of Directors as shall be equal to the number of vacancies then existing on the Board.

Section 3.3.2   Educational Requirements

Within 90 days after being elected or appointed to the Board, a newly elected or appointed Director shall certify by an affidavit in writing to the Secretary of Sara-Cam that he has read (a) Sara-Cam’s current Articles of  Incorporation, By-laws, Policies and Procedures and Settlement Agreement with Camelot Lakes (b) Camelot Lakes Prospectus,  Rental Agreement, Rules, Regulations, and Written Policies; that he will work to uphold such documents and policies to the best of his ability; and that he will faithfully discharge his fiduciary responsibility to Sara-Cam’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 approved by the Division of Florida Condominiums, Timeshares and Mobile Homes within l year before or 90 days after the date of election or appointment.  The educational certificate is valid and does not have to be resubmitted as long as the Director serves on the Board without interruption.  A Director who fails to timely file the written certification or educational certificate is suspended from service on the Board until he complies with this Section.  The Board may temporarily fill the vacancy during the period of suspension.  The Secretary shall retain a Director’s written certification or educational certificate for inspection by the Members for 5 years after the 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.

Section 3.4   Vacancies

Any vacancy occurring on the Board for any reason other than the recall of a Director or Directors may be filled by appointment by a majority vote of the remaining Members of the Board, even though the remaining Members do not constitute a quorum of the Board. A Director appointed to fill a vacancy in the manner stated above shall hold office until the next Annual Membership Meeting.

Section 3.5   Resignation or Removal

Section 3.5.1   Resignation

Any Director may resign at any time by delivering his resignation in writing to the President, to the Secretary or to a Meeting of the Board, and such resignation shall take effect at the time stated therein, or if no time is stated, upon its delivery.

Any Director who fails to attend  (in person or by telephonic conference) three (3) consecutive Meetings of the Board shall be deemed to have resigned his positions of Director, Officer and Committee Member, unless one or more of such absences have been pre-excused by the President.

Section 3.5.2   Removal

Any Director may be removed with cause at any Meeting of the Board by a majority vote of the remaining Directors.  Any Director may be removed with or without cause by vote of the Members as provided in Section 2.4.5 of these By-laws.  In such situations, the Director involved shall have the right to be heard by the Board or Membership at the subject Meeting with respect to why he should not be removed.

Section 3.6  Meetings of the Board

Section 3.6.1   Organizational Meeting

The Organizational Meeting of the Board shall be held in the month of March of each year following the Annual Membership Meeting at such location, date and at such hour as is designated by the Board.

Section 3.6.2   Regular Meetings

Regular Meetings of the Board shall be held at least four times each fiscal year (counting the Organizational Meeting) at such times and at such places as may be determined by vote of the Board at its Organizational Meeting.

Section 3.6.3   Special Meetings

A Special Meeting of the Board may be called at any time by the President and must be called by any Officer upon the written demand of not less than four (4) Directors.

Section 3.6.4   Notice

Notice of the time and place of the Organizational and any Regular Meeting of the Board shall be given in writing to each Director and Member personally or by mail, e-mail or other form of written communication not less than fourteen (14) days before such Meeting.

In the case of a Special Meeting of the Board, Notice must be given to the Members by posting the same at least 48 hours before the Meeting and when required by law or these By-laws, the notice shall also state the purpose for which the Meeting was called and in addition such Notice must be e-mailed to all Directors.

Notice of the postponement of any scheduled Regular Board Meeting and any adjourned Meeting thereof  shall be given in writing to Directors and Members personally or by mail, e-mail or other form of written communication not less than seven (7) days before the scheduled date of such Meeting except under emergency circumstances.

Written Notice of a Meeting at which the Board plans to adopt a Budget must be mailed to all members at least fourteen (14) days prior to any such meeting and such Notice shall specifically state that the Board  intends to consider approval of a Budget for the forthcoming fiscal year.

Section 3.6.5   Waiver of Notice

Notice of any Meeting of the Board may be waived by any Director by written waiver or by attendance at such Meeting.

Section 3.6.6   Minutes of Meetings

Minutes shall be maintained of all Meetings of the Board and shall reflect pertinent business conducted, the names of all attending Directors and the specific vote cast by each Director on all items of business conducted at each Board Meeting.  Such minutes shall be regularly distributed to the Directors and shall be motioned for approval at the next Board Meeting.

Section 3.7  Quorum and Voting Requirements for Board Meetings

Section 3.7.1   Ordinary Quorum

A majority of the Board shall constitute a quorum for the transaction of any item of business.  The vote of a majority of the Directors present at the time of a vote, if a quorum is present at such time, shall constitute the act of the Board.

Section 3.7.2   Lack of a Quorum

In the absence of a quorum, the Directors present, by a majority vote, may adjourn any Meeting to another date, time and place. At least 48 hours written notice of any such adjournment shall be given to the Directors  who were not present at the time of adjournment and unless such time and place are announced at the Meeting, to the Directors who were present at such Meeting.  Notice of the time and place of any such adjourned Meeting shall be given to Members by posting the same in the manner required herein at least 48 hours prior to the adjourned meeting time.

Section 3.7.3   Participation by Telephonic Conference

Any one or more of the Directors may fully participate in any Meeting of the Board or any Committee thereof by means of a conference telephone or similar communications equipment allowing all persons participating in the Meeting to hear each other at the same time. Attendance by such means shall constitute presence in person at the Meeting.

Section 3.8  Compensation, Fiduciary Duties and Liabilities of the Board

Section 3.8.1   Compensation

No Director shall receive any compensation for any

services performed in his capacity as a Director, but such Director may be reimbursed for out-of-pocket expenses necessarily incurred in connection with his duties as a Director.  Subject to any prohibition or restriction imposed by federal, state or municipal statutory or administrative law, any Director may serve Sara-Cam in any other capacity and receive reasonable compensation therefore as authorized by the Board without the vote of such Director.

Section 3.8.2   Fiduciary Duties

Directors and Directors who serve as Officers shall discharge their duties in good faith and with that degree of diligence, care and skill which ordinarily prudent persons would exercise under similar circumstances and in a manner he reasonably believes to be in the best interests of Sara-Cam.  In discharging his duties, a Director may rely on information, opinions, reports or statements, including financial statements and other financial data, if prepared or presented by (a) one or more officers or employees of Sara-Cam who the Director reasonably believes to be reliable and competent in the matters presented; (b) legal counsel, public accountants, or other persons as to matters the Director reasonably believes are within the persons’ professional or expert competence; or (c) a Committee of the Board of which he is not a member if the Director reasonably believes the Committee merits confidence.  However, a Director is not acting in “good faith” if he has personal knowledge about a matter such that would make reliance on such other sources of information unwarranted.

ARTICLE IV

OFFICERS

Section 4.1   Officers

Section 4.1.1  Titles

The Officers of Sara-Cam shall be:

President

One (1) or more Vice Presidents

Secretary

Treasurer

Such other officers as shall be elected by the Board at any Regular or Special Meeting of the Board.

Section 4.1.2   Dual Offices

Any two (2) of the foregoing offices may be held by the same person, except that the Office of President shall not be combined with those of Secretary or Treasurer.

Section 4.2   Election and Term of Office

Section 4.2.1   Procedure

The Directors shall elect Officers at the Organizational Meeting of the Board.  In the event of failure to elect such officers on such day, any officers then holding office shall hold over and continue as such until their successors are elected and qualified.

Section 4.2.2   Term

Each officer shall hold office for one (1) year, or until a successor has been elected and qualified, or until his death, or until he shall resign or shall have been removed in the manner hereafter provided.

Section 4.3   Resignation, Removal and Vacancies in Offices

Section 4.3.1   Resignation

Any officer may resign at any time by giving written notice of such resignation to the Board or to the President or Secretary thereof.  Unless otherwise specified therein, such resignation shall take effect upon receipt thereof by the Board or by the President or Secretary.

Section 4.3.2   Removal

Any officer may be removed with or without cause at any time by the Board, at any duly constituted Meeting thereof, in accordance with the quorum and voting requirements set forth in Section 3.7.1 hereof.

Section 4.3.3   Vacancy

Any vacancy in any office occuring because of the death, resignation, removal or disqualification of the officer holding such office, or due to any other cause, shall be filled by the President for the unexpired portion of the term with approval of the Board at the next Regular or Special Meeting of the Board.

Section 4.4   President

The President shall have responsibility for the general care, supervision and direction of Sara-Cam’s affairs, and shall have such duties and authority which generally apply to such office.

The President shall communicate to the Board such matters and make such suggestions as may, in his opinion, tend to promote the objectives of Sara-Cam.

The President shall call, preside at and conduct all Meetings of the Board and Membership and he and the Secretary shall prepare the agenda for all Meetings and include therein any matters which may be ordered by the Board.  The President shall have the authority to appoint Standing Committees and the chair of Special Committees not otherwise provided for in these By-laws.  The President shall have authority to execute all necessary and proper instruments in writing in the name of Sara-Cam, including notes, mortgages and other contracts. He shall have the discretionary power to act on behalf of Sara-Cam in any circumstances appearing to be an emergency or of urgent necessity, and generally perform all other acts required by law and incidental to the office of President.  He shall be an ex-officio member, without vote, of all Standing and Special Committees of the Board, except the Nominating Committee.

Section 4.5   Vice President

In the absence or disability of the President, the Vice President(s) (in order of their election) shall perform the duties of the President.  The Vice President(s) shall also have such additional powers and perform such other duties as may be assigned by the Board and/or the President.

Section 4.6   Secretary

The Secretary shall serve in such capacity for the Membership and the Board; he and the President shall prepare an agenda for all Board and Membership Meetings, shall mail and post Notices and keep minutes of all such Meetings and such records shall be at all times subject to inspection by all Members and Directors.  He shall see that all books, reports, statements, certificates and other documents required by law to be kept and filed are properly kept and filed, and shall maintain records of and report on all transactions of Sara-Cam and the Board except those pertaining to the office of the Treasurer.  He shall be authorized to designate other Directors to serve as Assistant Secretaries to keep any of the foregoing minutes and records.  He shall perform such other duties and execute such other powers as from time to time may be assigned to him by these By-laws, by the Board or as required by law, including the obligation to orient all prospective and new Directors regarding their obligations to Sara-Cam under these By-laws and Florida law.

Section 4.7   Treasurer

The Treasurer shall have general supervision over the care and custody of the funds, securities and property of Sara-Cam.

The Treasurer, with the assistance of the Finance Committee, shall present a proposed Annual Budget for the forthcoming fiscal year to the Board no later than at the February Board Meeting.  The Budget adopted by the Board shall be mailed to the Members with the Notice of the Annual Meeting and shall be reviewed at the Meeting with the Members,

Subject at all times to the direction of the Board and the Finance Committee, he shall deposit or cause to be deposited the funds and securities of Sara-Cam, in the name of Sara-Cam, in such banks, trust companies and safe deposit company vaults as the Board may designate.

The Treasurer shall cause to be kept full and accurate accounts of all receipts, disbursements and investments of Sara-Cam and hold such accounts open for inspection by the Board and the Finance Committee.  He shall be certain that there is a proper method for the payment of such bills as may be authorized by the Finance Committee or the Board.  He shall also be responsible for the collection of all assessments and dues owing to Sara-Cam.

The Treasurer shall make a Financial Report to the Board at each Regular Meeting thereof.

The Treasurer, subject to the approval of the Board, shall be authorized to designate another Director as an Assistant Treasurer.

In the absence or inability of the President or Vice President to act, the Treasurer shall perform the duties and exercise the powers of the President.

The Treasurer shall perform such additional duties which generally pertain to such office.

Section 4.8   Delegation of Officer Duties

If any officers of Sara-Cam are absent or unable to act or for any other reason that the Board may deem sufficient, the President may delegate for the time being some or all of the functions, duties, powers and responsibilities of any officer to any other officer or to any other Director provided a majority of the Board concurs therein.

Section 4.9   Compensation of Officers

Officers of Sara-Cam shall not receive compensation for any services rendered in their capacity as an officer.  However, nothing herein contained shall be construed to preclude any officer from receiving compensation from Sara-Cam for such other services actually rendered nor for expenses incurred for serving Sara-Cam as an officer or in any other capacity providing that any such compensation or reimbursement is authorized by vote of the Board without the vote of any such Officer/Director.

ARTICLE V

COMMITTEES OF THE BOARD

Section 5.1   Standing Committees

Section 5.1.1   Members

The Standing Committees listed in Sections 5.2, 5.3, 5.4 and 5.5 hereafter shall be comprised of a Chairman who must be a Director but whose Members, unless otherwise indicated below, may be either Directors or Members.

Section 5.1.2   Board Responsibility

The designation of such Standing Committees and the delegation thereto of authority as specified in these By-laws shall not relieve the Board, or any individual Director, of any responsibility imposed by law.

Section 5.1.3   Board Authority

The Board, by resolution of a majority of the Directors then in office, may prescribe the objectives, organization, composition and function of Standing Committees subject to any limitations prescribed by any applicable laws and provisions of these By-laws.

Section 5.1.4   Appointment of Committee Members

Except as otherwise stated in these By-laws, the Members and the Chairman of all Standing Committees, shall be appointed by the President.  The President shall announce his appointments as soon as practicable after the Organizational Meeting of the Board.  Members of such committees and the Chairman thereof shall, unless otherwise stated in these By-laws, hold office for one (1) year from date of appointment and until their successors are appointed except in case of their death, resignation or removal.

Section 5.1.5   Resignation or Removal

Any member of a Standing Committee may resign at any time by giving written notice of such resignation to the Chairman of such committee or to the President or Secretary of the Board.

Unless otherwise specified therein, such resignation shall take effect upon receipt thereof by such designated individual.

Any member of any Standing Committee may be removed at any time by the authority by which he was appointed, or by the Board whenever, in the judgment of the appointing authority or the Board, the best interests of Sara-Cam shall be served by such removal.

Section 5.1.6   Vacancies

Any vacancy on any Standing Committee, or of the Chairman thereof shall be filled by appointment in the same manner as such member or Chairman was appointed.

Whenever a member of any Standing Committee, or the Chairman thereof, is unable to attend one or more Meetings of such committee, or is otherwise temporarily unable to act as a member thereof, the Chairman may appoint a Director to act as a member or Chairman of such committee during the period of such inability.

If any member of a committee is absent from more than three (3) consecutive Meetings of a committee, without having been pre-excused there-from by the Chairman, such absence may be considered a resignation from the committee which may be accepted by the Chairman.

Section 5.1.7   Duties

It shall be the duty of each Standing Committee to make such reports as from time to time may be requested by the Board or the President or as required by these By-laws.

In addition to the respective duties specifically assigned to Standing Committees by the By-laws, each committee shall perform such other duties in connection with the subject matter over which such Standing Committee has jurisdiction as from time to time may be requested by the Board or the President.

Section 5.1.8   Procedure

Subject to the provisions of Florida law, these By-laws, and such policies and procedures, as may be established or issued by the Board, each Standing Committee shall establish its own rules of procedure.

Section 5.1.9   Meetings

Except as otherwise provided in these By-laws, each Standing Committee shall meet upon the call of the Chairman thereof or upon the request of the President.

Notice of the date, time and place of Meetings of all Standing Committees shall be posted in a conspicuous place on the Camelot Lakes Community property at least 48 hours prior to the Meeting.  Unless required by law, such notice need not state the purpose of the Meeting.  Notice of any Committee Meeting may be waived by any Committee Member  by written waiver or by attendance at such Meeting,.

Section 5.1.10   Quorum and Voting Requirements

Except as otherwise provided by these By-laws, the presence at any Meeting of a Standing Committee of a majority of the Members of such committee shall constitute a quorum for the transaction of  business.

The vote of a majority of Committee Members in attendance, providing a quorum is present, shall be required to constitute official action of a committee.

Section 5.1.11   Minutes

All Standing Committees shall maintain a written record (Minutes) of proceedings, recommendations and actions of the committee, including a record of attendance, which shall be retained by Sara-Cam as required by Florida law.  Such minutes shall be the basis of reports to the Board by the Committee Chairman.

Section 5.1.12   Indemnification

The Members of all Standing Committees, whether or not they are Members of the Board shall be entitled to indemnification as set forth in these By-laws and shall be deemed entitled to the same coverage as is or may be afforded to Directors under Sara-Cam’s liability insurance policy and errors and omissions policy for actions taken in their capacities as committee Members.

Section 5.2   Finance Committee

Section 5.2.1   Membership

The Finance Committee shall consist of the Treasurer, at least one (1) additional Director and one or more Members who are not Directors.  The Treasurer shall be the Chairman of the Finance Committee.

Section 5.2.2   Functions

The Finance Committee shall;

(a) concern itself with all matters relating to the financial condition of Sara-Cam, including responsibility for supervising the management of all funds of Sara-Cam, and making recommendations concerning the financial feasibility of  Sara-Cam projects, acts and undertakings referred to it by the Board.

(b)  make recommendations to the Board with respect to securing capital and operating funds, including dues and assessments, for Sara-Cam.  If the Committee recommends that the Board consider an assessment then subsequent to Board acceptance of the recommendation a majority of those present at a Membership Meeting, at which a quorum is present, must vote in favor of such assessment prior to its levy.

(c)  be responsible for the investment of all funds, through a responsible Bank, and for keeping the Board currently informed of the status of such investments.

(d) assist the Treasurer in preparing and presenting to the Board,  annual operating budgets showing the expected receipts, income, including sources of income and expenses for the ensuing year as required in Section 4.7 hereof.

(e) review the quarterly financial statements of Sara-Cam and evaluate Sara-Cam’s operating performance and shall, if legally required, recommend to the Board a certified public accountant or firm of such accountants for the purpose of performing an Annual Audit of the books and accounts of Sara-Cam.  The Committee shall also report the findings of any such Annual Audit to the Board at the first Meeting subsequent to the issuance of such report.  In the absence of an audit by a CPA firm, the Committee shall obtain the services of  (i) a Member or Members who, (ii) are not Directors and (iii) in their judgment, are experienced in reviewing financial statements,  to (iv) review the Annual Report of the Treasurer for the purpose of providing a written report as to such Annual Report’s accuracy.

(f) be responsible for the review and general surveillance of Sara-Cam’s financial planning, its system of accounting controls, its handling and disbursement of funds, and the collection or other disposition of Sara-Cam’s accounts receivable.

(g) be responsible for the management of the financial records of Sara-Cam and the auditing and governmental reports or returns necessary in connection with the financial operation of Sara-Cam.

Section 5.2.3   Meetings

The Finance Committee shall meet at least bi-annually upon the call of the Chairman thereof

Section 5.3   Nominating Committee

Section 5.3.1   Membership

The Nominating Committee shall consist of at least three (3) Members and shall include all current Directors who are not eligible to be re-elected to the Board at the next Annual Membership Meeting.

Section 5.3.2   Functions

Not less than forty-five (45) days prior to the Annual Meeting of the Membership, the Nominating Committee shall submit to the Members the list of its nominees for election to the Board. However, this Committee shall be active in identifying and pursuing qualified individuals willing to be nominated to serve as Directors at any time there are current or pending vacancies on the Board.

Section 5.3.3   Meetings

The Committee shall meet upon the call of the Chairman.

Section 5.4   Membership Committee

Section 5.4.1   Membership

The Membership Committee shall consist of at least three (3) Members and the Chairman shall be a Director appointed by the President as soon as practical after the Organizational Meeting.  The Chairman shall then be responsible for filling the remaining committee positions from the Members of Sara-Cam.

Section 5.4.2   Functions

 The primary responsibility of the Committee is to recruit qualified Mobile Home Owners in Camelot Lakes to become Members of Sara-Cam.

The Committee shall, from time to time, obtain a complete list of all Mobile Home Owners in Camelot Lakes from the “Community Manager”.

Prior to the convening of all Membership Meetings, at which a vote of Members will appear as an item on the Meeting Agenda, the Chairman of the Committee, or his designee, shall present a certified list of all  Members to the Secretary in conformity with the provisions of Section 2.2 of these By-laws.

Section 5.4.3   Meetings

The Committee shall meet upon the call of the Chairman.

Section 5.5  Special Events Committee

Section 5.5.1   Membership

The Committee shall consist of at least three (3) Members and the Chairman shall be a Director appointed by the President.  The Chairman shall be responsible to recruit additional Committee Members and a sufficient number of volunteers from time to time to accomplish the functions and responsibilities of the Committee.

Section 5.5.2   Functions

The Committee shall plan and carry out community spirited events and activities designed to help fulfill Sara-Cam’s mission to cultivate a strong sense of community and also to raise funds to (a) offset event expenses and (b) help cover Sara-Cam’s operating expenses

Section 5.5.3   Meetings

The Committee shall meet upon the call of the Chairman as soon as feasible after it is appointed to (a) schedule and plan its activities and events for the succeeding twelve months and (b) create a budget addressing its projected income and expenses for the current year.  Thereafter, the Committee shall meet at such times as are necessary to successfully recruit volunteers and carry out the planned events and activities.

Section 5.5.4   Reports

The Committee shall provide a summary of the financial results of each Activity to the Board within a reasonable time subsequent to the completion of any such Activity.  The Committee shall also submit a written report to the Board at the end of each fiscal year summarizing the financial results of all of its activities during such year within forty-five (45) days of the subject fiscal year end.

Section 5.6   Special  Committees 

Section 5.6.1   Functions and Membership

Special Committees of the Board may be established by the President, with the approval of the Board, for such special tasks or purposes as circumstances may warrant.

The Chairman of such committees shall be appointed by the President and the Chairman shall select all remaining Members of such committee from among the Members of Sara-Cam.

Special Committees shall limit their activities to the accomplishment of the task or purpose for which they were created or appointed and shall have only such power as specifically conferred by action of the Board or the President.

In the case of a Special Committee appointed for a purpose or task of a non-continuous nature or character, such Special Committee shall stand discharged upon the completion of such purpose or task.

Sections 5.1.5 through 5.1.12 of these By-laws shall apply to Special Committees.

Section 5.7   Negotiating Committee

Section 5.7.1   Purpose

723 specifically authorizes a Homeowners Association to form a Homeowners Committee as defined in Section 723.003, (5) and as further described in Section 723.037, (4)(a) of the Laws of Florida to negotiate agreements with the Community Owner(s) regarding all material aspects of the operation of the Community directly affecting the Homeowners including rental charges, pass through charges, maintenance of facilities, grounds and amenities, access control systems, safety and security facilities and procedures and improvements or reductions in any amenities or services.  This Committee shall be formed for the purposes set forth in the aforesaid statute.

Section 5.7.2   Formation and Membership

At least nine (9) months prior to the expiration of the current Settlement Agreement the President, with the approval of the Board, shall appoint a Negotiating Committee consisting of a Chairman and four (4) additional Members plus two (2) alternate Members.  The alternates shall serve in the place of any of the initial five (5) Committee Members who are unavailable to attend a negotiating session with the Community Owners or their designees and also to permanently fill vacancies on the Committee.

Section 5.7.3   Duties and Responsibilities

The Negotiating Committee shall have all of the powers, rights and authority set forth in Sections 723.037 and 723.003(5)(4)(a) of the Florida Statutes specifically including the right to enter into a binding agreement(Settlement Agreement) or a binding mediation agreement with Camelot Lakes on behalf of Sara-Cam and all Mobile Home Owners in Camelot Lakes.

The aforesaid Settlement Agreement or binding Mediation Agreement shall include lot rental amounts and any changes in services, facilities, utilities and rules and regulations and any other matters authorized by the Board.

Section 5.7.4   Procedures

The Committee shall conduct a study and collect Member comments, suggestions and concerns regarding Community issues and also gather information regarding the substance of similar contracts between other Community Ownership and Home Owner Associations in comparable Communities in preparation for the negotiation of a new Settlement Agreement.

The Committee shall then provide a written report to the Board recommending issues that should be addressed in the next Settlement Agreement and the Board shall provide guidance to the Committee regarding prioritizing issues and concerns the Committee should consider in negotiations.

After receipt of the statutorily required ninety (90) day Notice from Camelot Lakes, the Committee shall make a written request for a meeting with Camelot Lakes to discuss those matters addressed in the ninety (90) day Notice and include in such request a listing of any other issues, with supporting documentation, that the Committee intends to raise and discuss at the meeting.  Thereafter, the Committee shall follow the procedures with respect to negotiations set forth in Florida Statute Section 723.037(4),  (a) through (e).

Section 5.7.5   Meetings

Meetings held by the Committee to collect Camelot Lakes Mobile Home Owners comments regarding issues to be addressed in the next Settlement Agreement shall be open to all Camelot Lakes Mobile Home owners and notice of the date, time and place of such Meetings shall be posted in conspicuous places in Camelot Lakes facilities at least 48 hours before the time of the meeting.

Meetings of the Committee to discuss Camelot Lakes proposals regarding the contents, etc. of the upcoming Settlement Agreement and/or the Committee’s strategies and tactics regarding negotiations shall not be open to anyone except Committee Members and notice of the date, time and place of such meetings shall be given to all Committee Members by e-mail at least 48 hours in advance of any such meeting.  Similarly, negotiating sessions with Camelot Lakes shall not be open to anyone except Committee Members and notice of the date, time and place of each “session” must be given to each Committee Member by e-mail at least 48 hours prior to each such session.

Section 5.7.6   Settlement Agreement Distribution

Unless Camelot Lakes has provided copies of new Settlement Agreements to all Mobile Home Owners, Sara-Cam shall mail or otherwise provide copies to all Mobile Home Owners in Camelot Lakes within twenty (20) days of execution thereof by all parties.

ARTICLE VI

EXECUTION OF INSTRUMENTS AND SURETY BONDS

Section 6.1   Execution of Instruments

Section 6.1.1

All documents, contracts or other instruments of any nature shall be executed and delivered, in the name of and on behalf of Sara-Cam, by such officers, or Committee chairmen or Committee Members, previously authorized, in such manner as from time to time may be determined by the Board.

Section 6.1.2

In the absence of any action by the Board, or unless otherwise determined by the Board, the officers shall have power, in the name of and on behalf of Sara-Cam, to execute and deliver any and all instruments, except to the extent otherwise required by law or these By-laws

Section 6.2   Surety Bonds

The Board may require that any Officer who has access to Sara-Cam’s  accounts be bonded for the performance of his duties, in such sums and with such surety or sureties, and on such conditions as the Board from time to time shall determine.  The expenses of any such bond shall be borne by Sara-Cam.

ARTICLE VII

INDEMNIFICATION

Section 7.1   Applicability and Scope

Within the limitations provided by the Laws of the State of  Florida, Sara-Cam shall indemnify any person made, or threatened to be made,  party to an action or proceeding, whether civil or criminal, including an action by or in the right of any other Corporation of any type or kind, domestic or foreign, or any partnership, joint venture, trust, employee benefit plan, or other enterprise, which any Director or officer of Sara-Cam served in any capacity at the request of Sara-Cam, by reason of the fact that he, his testator or intestate, was a Director or officer of Sara-Cam, or served such other Corporation in any capacity, against judgments, fines, amounts paid in settlement and reasonable expenses, including attorneys’ fees actually and necessarily incurred as a result of such action or proceeding, or any appeal therein, if such Director or officer acted in good faith for a purpose which he reasonable believed to be in, or, in the case of service for any other such entity, not opposed to, the best interests of Sara-Cam and, in criminal actions or proceedings, in addition, had no reasonable cause to believe that his conduct was unlawful.

Section 7.2   Insurance

Sara-Cam shall have the power to purchase and maintain insurance:

Section 7.2.1

To indemnify (within the dollar limits of such insurance) Sara-Cam for any obligation which it incurs as a result of the indemnification of  Directors, Officers and Committee Members under the provisions of this Article.

Section 7.2.2

To indemnify (within the dollar limits of such insurance) Directors, Officers and Committee Members in instances in which they may be indemnified by Sara-Cam under the provisions of this Article,

Section 7.2.3

No insurance may be provided for any payments other than the cost of defense, to or on behalf of any Director, Officer or Committee Member, if a judgment or other final adjudication adverse to the insured Director, Officer or Committee Member establishes that his acts of active and deliberate dishonesty were material to the cause of action so adjudicated, or that he  personally gained, in fact, a financial profit or other advantage to which he was not legally entitled, or in relation to any risk, the insuring of which is prohibited under the Laws of the State of Florida.

Section 7.3   Right Not Exclusive

The foregoing right of indemnification shall not be deemed exclusive  of any other right to which such Director,  Officer or Committee Member may be legally entitled.

ARTICLE VIII

COMPENSATION, CONFLICTS OF INTEREST, INTERESTED DIRECTORS AND OFFICERS

Section 8.1   Purposes

The purpose of this conflict of interest policy is to protect Sara-Cam’s interests when it is contemplating entering into a transaction or arrangement that might benefit the private interest of an Officer, Director or Committee Member.

This policy is intended to supplement but not replace any applicable state and federal laws governing conflict of interest applicable to non-profit organizations.

Section 8.2   Definitions

Section 8.2.1   Interested Person

Any Director, Officer, or member of a committee with Board delegated powers, who has a direct or indirect financial interest, as defined below, is an Interested Person.

Section 8.2.2   Financial Interest

An Interested Person has a financial interest if such person has, directly or indirectly, through business, investment, or his family,

(a)  An ownership or investment interest in any entity with which Sara-Cam has a transaction or arrangement.

(b)  A compensation arrangement with Sara-Cam or with any entity or individual with which Sara-Cam has a transaction or arrangement, or

(c)  A potential ownership or investment interest in, or compensation arrangement with, any entity or individual with which Sara-Cam is negotiating a transaction or arrangement.

Section 8.2.3   Compensation

Compensation includes direct and indirect remuneration as well as substantial gifts or favors.  A Financial Interest is not necessarily a conflict of interest.  Under Article VIII Section 8.2.2, a person who has a Financial Interest may have a conflict of interest only if the Board or committee decides that a conflict of interest exists.

Section 8.3   Procedures

Section 8.3.1   Duty to Disclose

In connection with any actual or possible conflict of interest, an Interested Person must disclose the existence of the financial interest and be given the opportunity to disclose all material facts to the Directors and Members of Committees with Board delegated powers considering the proposed transaction or arrangement.

Section 8.3.2   Determining Whether a Conflict of Interest Exists

After disclosure of the financial interest and all material facts, and after any discussion with the interested person, he shall leave the Board or committee Meeting while the determination of a conflict of interest is discussed and voted upon.  The remaining Board or committee Members, after a majority vote, shall decide if a conflict of interest exits.

Section 8.3.3   Procedures for Addressing the Conflict of Interest

An interested person may make a presentation at the Board or committee Meeting, but after the presentation, he shall leave the Meeting during the discussion of, and the vote on, the transaction or arrangement involving the possible conflict of interest.

The President or committee Chairman shall, if appropriate, appoint a disinterested person or committee to investigate alternatives to the proposed transaction or arrangement.

After exercising due diligence, the Board or committee shall determine whether Sara-Cam can obtain with reasonable efforts a more advantageous transaction or arrangement from a person or entity that would not give rise to a conflict of interest.

If a more advantageous transaction or arrangement is not reasonably possible under circumstances not producing a conflict of interest the Board or committee shall determine by a majority vote of the disinterested Directors or members whether the transaction or arrangement is in Sara-Cam’s best interest, for its own benefit, and whether it is fair and reasonable.  In conformity with the above determination it shall make its decision as to whether to enter into the transaction or arrangement.

Section 8.3.4   Violations of the Conflict of Interest Policy

If the Board or committee has reasonable cause to believe an Interested Person has failed to disclose actual or possible conflicts of interest, it shall inform such person of the basis for such belief and afford such person an opportunity to explain the alleged failure to disclose.

If, after hearing such persons response and after making further investigation as warranted by the circumstances, the Board or committee determines such person has failed to disclose an actual or possible conflict of interest, it shall take appropriate disciplinary and corrective action

Section 8.4   Contracts

No contract or other transaction between Sara-Cam and one or more of its Directors, Officers or Committee Members, or between Sara-Cam and any other Corporation, firm, association or other entity in which one or more of its Directors,  Officers or Committee Members are directors or officers, or have a direct or indirect substantial financial interest, shall be either void or voidable for this reason alone or by reason alone of the fact that such Director or Directors, Officer or Officers or Committee Members were present at the Meeting of the Board, or of a committee thereof, which authorizes such contract or transaction if the procedures contained in this Article VIII have been duly followed and observed.

ARTICLE IX

FISCAL YEAR

Section 9.1   Commencement Date

The fiscal year of Sara-Cam shall commence on April 1st of each year.

ARTICLE X

WRITTEN NOTICE

Section 10.1   Procedure

Whenever written notice is required to be given to any Member, Director, Committee Member or non-Member owner of a Mobile Home in Camelot Lakes under the provisions of law or these By-laws, it may be given to such person either personally or by sending a copy thereof through the mail or by e-mail, to his address appearing on the books of Sara-Cam or supplied by him to Sara-Cam or Camelot Lakes for the purpose of receiving notices.  If the notice is sent by mail or e-mail, it shall be deemed to have been given to the person entitled thereto when deposited in the United States Mail or duly sent by e–mail for transmission to such person.  One notice directed to the Member or non-Member Mobile Home Owner in Camelot Lakes at each address shall be sufficient regardless of the number of individual Mobile Home Owners residing at such address.    

 ARTICLE XI

WAIVER OF NOTICE

Section 11.1   Procedure

The giving of any notice required to be given under these By-laws and the laws of the State of Florida may be waived in writing by any person or persons entitled to said notice, whether before or after the time or event referred to in such notice, which waiver shall be deemed equivalent to such notice.  Attendance of a person at any Meeting shall constitute a waiver of notice of such Meeting, except when a person attends a Meeting for the express purpose of objecting to the transaction of any business because the Meeting was not lawfully called or convened.

Notwithstanding the foregoing, no Waiver may be given in relation to the statutory 90-Day Notice of increases in rent as required by Florida law.

ARTICLE XII

AMENDMENTS

Section 12.1   Power to Amend

Unless another procedure is required by Florida law, these By-laws and Sara-Cam’s Articles of  Incorporation may be amended or restated if the amendments or restatements are approved by a two-thirds (2/3) vote of the Members present at any  Meeting of the Members at which a quorum is present.  At least fourteen (14) days written notice must be given of the intention to change these By-laws or Articles of Incorporation and the notice must include the text of the proposed changes and a summary of all of the substantive proposed changes.

ARTICLE XIII

CONSTRUCTION AND SEVERABILITY

Section 13.1   Construction

Whenever the masculine singular form of the pronoun is used in these By-laws, it shall be construed to mean masculine, feminine or neuter, singular or plural, whenever the context so requires.

Section 13.2   Severability

Should any of the provisions hereof be deemed void or be or become unenforceable at law or in equity, the remaining provisions of these By-laws shall, nevertheless, be and remain in full force and effect.