Article 1.     Name, Meeting Location And Address The name of the corporation is Pebble Creek Homeowners Association, Inc. Meetings of members and directors will be held at such locations within the State of Florida as may be designated by the board of directors. The mailing address of the corporation will be 4279 Riverchase, Tallahassee, FL 32308. Article II.    Definitions Section 1.    "Association" shall mean and refer to the corporation, its successors and assigns. Section 2.    "Common Area" shall mean all real property owned by the association for the common use and enjoyment of the owners. Section 3.    "Declaration" shall mean and refer to the Declaration of covenants, Conditions, and Restrictions applicable to the subdivision and recorded on January 21, 1983, in the public records of Leon County, Florida, in Official Records book 1016 at Page 2000. Section 4.    "Lot" shall mean and refer to any plot of land shown on the recorded subdivision plat with the exception of the common area. Section 5.    "Member" shall mean and refer to any person entitled to membership in the association as provided in the declaration. Section 6.    "Owner" shall mean and refer to the record owner, whether one or more persons or entities, of the fee simple title to any lot which is a part of the subdivision, including contract sellers, but excluding those holding title merely as security for the performance of an obligation. Section 7.    "Subdivision" shall mean and refer to that certain tract of real property described in the declaration and such additions thereto as may be brought within the jurisdiction of the association pursuant to the provisions of the declaration. Article III.    Meeting Of Members Section 1.    Annual Meetings. Annual meetings of members shall be held at a location and a date/time as designated by the board of directors. Section 2.    Special Meetings. Special meetings of members may be called at any time by the president or by a majority of the board of directors or on written request of a majority of the membership. Section 3.    Notice of Meetings. Written notice of each meeting of members shall be given by, or at the direction of, the secretary or other person authorized to call the meeting, by mailing a copy of such notice, postage prepaid, at least ten (10) but not more than fifty (50) days before such a meeting to each member entitled to vote thereat, addressed to the member's address last appearing on the books of the association, or supplied by such member to the association for the purpose of receiving notice. Such notice shall specify the day, hour, and place of the meeting, and in the case of a special meeting, the purpose of the meeting. Section 4.    Quorum. The presence at the meeting, in person or by proxy, of members entitled to cast a majority of the votes of the membership shall constitute a quorum for authorization of any action, except as may otherwise be provided in the declaration, the articles of incorporation, or these bylaws. If a quorum is not present at any meeting, the members entitled to vote thereat shall have the power to adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum is present. Section 5.    Proxies. At all meetings of members, each member may vote in person or by proxy. All proxies shall be in writing and filed with the secretary. Proxies shall be revocable, and the proxy of any owner shall automatically terminate on conveyance by him of his lot. Article IV.     Board Of Directors Section 1.    Number. The affairs of the association shall be managed by a board of seven directors, who shall be members of the association. Section 2.    Term of Office. At each annual meeting, the members shall elect the directors for a term of two years. The terms shall commence on January 1, following election at the fall membership meeting and end two years later on December 31. Section 3.    Any director may be removed from the board, with or without cause, by a majority vote of the members of the association. In the event of death, resignation, or removal of a director, his successor shall be selected by the remaining members of the board and shall serve for the unexpired term of his predecessor. Section 4.    Compensation. No director shall receive compensation for any service he may render to the association. However, any director may be reimbursed for his actual expenses incurred in the performance of his duties. Article V.    Board Of Directors -Nomination And Election Section 1.    Nominations. Nomination for election to the board of directors shall be by nominating committee. However, nominations may also be made from the floor at any annual meeting of members. The nominating committee shall consist of a chairman who shall be a member of the board of directors and two or more members of the association. The committee shall be appointed by the board of directors from time to time as necessary. The nominating committee shall make as many nominations for election to the board of directors as it shall in its discretion determine, but in no event shall it nominate less than the number of vacancies to fill the vacancies for the following year. Of the seven directors, four vacancies will occur in even years and three vacancies will occur in odd years. The staggered terms will commence with three new directors being elected for 1995. Section 2.     Election. Election to the board of directors shall be by secret written ballot. At such election, the members or their proxies may cast, in respect to each vacancy, as many votes as they are entitled to exercise under the provision of the declaration. Persons receiving the largest number of votes shall be elected. Cumulative voting is permitted. The members, by a majority vote, may waive election by secret ballot any may accept that the election be held by acclamation or by voice or hand vote. Article VI.    Board Of Directors - Meetings Section 1.    Regular Meetings. Regular meetings of the board of directors shall be held monthly without notice, at such place and hour as may be fixed from time to time by resolution of the board. In the event the regular date for a meeting falls on a legal holiday, such meeting shall be held at the same time on the next following day which is not a legal holiday. Section 2.    Special Meetings. Special meetings of the board of directors shall be held when called by the president of the association, or by any two directors, after not less than one (1) day’s notice to each director. Section 3.    Quorum. A majority of the directors shall constitute a quorum for the transaction of business. Every act performed or decision made by a majority of directors present at a duly held meeting in which a quorum is present shall constitute the act or decision of the board. Article VII     Board Of Directors - Powers And Duties Section 1.    Powers.  The board of directors shall have power to: Adopt and publish rules and regulations governing the use of the common areas and facilities including the personal conduct of the members and their guests thereon; and to establish penalties for infractions of such rules and regulations; Suspend the voting rights and right to use of the recreational facilities of any member during any period in which such member is in default in the payment of any assessment levied by the association. Such rights may also be suspended after notice and hearing, for a period not to exceed thirty (30) days for infraction of published rules and regulation; Exercise on behalf of the association all powers, duties, and authority vested in or delegated to the association and not specifically reserved to the membership by the declaration, articles of incorporation, or by other provisions of these bylaws; Declare the office of a member of the board of directors to be vacant in the event that such member is absent from three (3) consecutive regular meetings of the board of directors; and Employ a manager, independent contractors, and such other employees as they may deem necessary, and to prescribe their duties. Section 2.    Duties. It shall be the duty of the board of directors to: Cause to be kept a complete record of all its acts and corporate affairs and to present a statement thereof to the members at each annual meeting, or at any special meeting at which such a statement is requested in writing by a majority of the members entitled to vote thereat; Supervise all officers, agents, and employees of the association and see to it that their duties are properly performed; As more fully provided in the declaration, to; 1)    Fix the amount of the annual assessment against each lot at least sixty (60) days in advance of each annual assessment period; 2)    Send written notice of each assessment to every owner subject thereto at least thirty (30) days in advance of each annual assessment period; and 3)    Foreclose the lien against any property for which assessments are not paid within thirty (30) days after the due date, or to bring an action at law against the owner personally obligated to pay the same. Issue, or cause an appropriate officer to issue, on demand by any person, a certificate setting forth whether or not any assessment has been paid. A statement in a certificate to the effect that an assessment has been paid shall constitute conclusive evidence of such payment. The board may impose a reasonable charge for the issuance of these certificates; Procure and maintain adequate liability and hazard insurance on all property owned by the association; Cause all officers or employees having fiscal responsibilities to be bonded, as it may deem appropriate; and Cause the common area to be maintained. Article VIII.    Officers And Their Duties Section 1.    Enumeration of Offices. The officers of the association shall be a president and vice president, who shall at all times be members of the board of directors, and a secretary, treasurer, and such other officers as the board may from time to time by resolution create. Section 2.    Election of Officers. The election of officers shall take place at the first meeting of the board of directors following each annual meeting of members. Section 3.    Term. The officers of the association shall be elected annually by the board. Each shall hold office for a term of one (1) year unless he shall sooner resign, or shall be removed or otherwise disqualified to serve. Section 4.    Special Appointments. The board may elect such other officers as the affairs in the association may require, each of whom shall hold office for such period, have such authority, and perform such duties as the board may, from time to time, determine. Section 5.    Resignation and Removal. Any officer may be removed from office by the board at any time with or without cause. Any officer may resign at any time by giving written notice to the board, the president, or the secretary. Such resignation shall take effect on the date of receipt of such notice or at any later time specified therein, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective. Section 6.    Vacancies. A vacancy in any office may be filled by appointment of the board. The officer appointed to such vacancy shall serve for the unexpired term of the officer he replaces. Section 7.    Multiple Offices. The offices of secretary and treasurer may be held by the same person. No person shall simultaneously hold more than one of any of the other offices, except in the case of special offices created pursuant to Section 4 of this Article. Section 8.    Duties. The duties of the officers are as follows: President. The president shall preside at all meeting of the board of directors; shall see that orders and resolutions of the board are carried out; shall sign all leases, mortgages, deeds, and other instruments, and shall co-sign all checks and promissory notes. Vice President. The vice president shall act in the place of the president in the event of his absence, inability, or refusal to act, and shall exercise and discharge such other duties as may be required of him by the board. Secretary. The secretary shall record the votes and keep the minutes of all meetings and proceedings of the board and of the members; keep the corporate seal of the association and affix it to all papers so requiring; serve notice of meetings of the board and of members; keep appropriate current records showing the members of the association together with their addresses; and perform such other duties as may be required by the board or by law. Treasurer. The treasurer shall receive and deposit in appropriate bank accounts all funds of the association, and shall disburse such funds as directed by resolution of the board of directors; shall sign all checks and promissory notes of the association; shall keep proper books of account; shall cause an annual audit of the association books to be made by the audit committee at the completion of each fiscal year; and shall prepare an annual budget and statement of income and expenditures, a copy of which documents shall be delivered to each member, and a report on which shall be given at the regular annual meeting of members. The treasurer shall file an annual corporate report with the State of Florida, and file a federal income tax return with the IRS, paying any corporate income tax, if necessary. Article IX.    Committees An Architectural Control Committee, a Hospitality Committee and a Grounds and Maintenance Committee shall be standing committees of the Association. Members of these committees shall be appointed by the board of directors. The board of directors shall appoint a nominating committee as provided in Article V of these bylaws. The board of directors may appoint such other committees, as it may deem necessary. Article X.    Assessments As more fully provided in the declaration, each member is obligated to pay to the association annual and special assessments which are secured by a continuing lien on he property against which such assessments are made. Any assessments not paid when due are considered delinquent. If an assessment is not paid within thirty (30) days after the due date, the assessment bears interest from the date of delinquency at the maximum legal interest rate allowed. The association may bring an action at law against the owner personally obligated to pay the same, or may foreclose the lien against his property. Interest, costs, and reasonable attorney's fees of any such action shall be added to the amount of any assessment due. No owner may waive or otherwise escape liability for assessments by nonuse of the common area or abandonment of his lot.  Annual assessments are due on January 1. Annual assessments may be paid in two (2) equal payments, on January 1 and June 30. Only one initial statement will be sent to each member. If an installment is not paid within thirty (30) days of the due date, a late payment penalty of 10% of the balance due and the maximum interest allowed by law will be assessed. Article XI.    Books And Records: Inspection The books, records, and papers of the association shall be subject to inspection by any member. The declaration, articles of incorporation, and bylaws of the association shall be available for inspection by any member. Copies of the declaration, articles of incorporation and bylaws of the association shall be available for sale, at a reasonable price, from the secretary of the association. Article XII.    Corporate Seal The association shall have a seal in circular form having within its circumference the words: Pebble Creek Homeowners Association, Inc. Article XIII.    Fiscal Year The fiscal year of the association shall be the calendar year. Article XIV.    Amendments These bylaws may be amended at a regular or special meeting of members, by vote of a majority of a quorum of members present in person or by proxy. Article XV.    Books And Records: Inspection     In the case of any conflict between the articles of incorporation and these bylaws, the articles shall control; in the case of any conflict between the declaration and these bylaws, the declaration shall control. Article XVI.    Architectural Control Section 1.    As discussed in Article IX, and Architectural Control Committee, consisting of three (3) members of the association, shall be appointed by the board of directors. Section 2.    Additional architectural and architectural control committee guidelines are covered in the Pebble Creek Homeowners Association DCR, Articles VI, VII, VIII, XIII and XV. Article XVII.    Indemnification Of Officers And Directors Section 1    Right of Indemnification. Each officer, employee, or director of the Association, who, at the request of the Association, shall serve, shall be indemnified by the Association against liabilities, expenses, counsel fees and costs reasonable incurred in connection with or arising out of any action, suit, proceeding, or claim, or threatened action, suit, proceeding or claim (whether criminal, civil, administrative or otherwise), in which he is a party or which is brought or asserted against him by reason of his being or having been an officer, director, or employee provided that the Association shall not indemnify such officer, director or employee with respect to any matter as to which it shall be finally determined that he has been guilty of gross negligence or willful misconduct in the performance of his duties as such officer, director, or employee. The indemnification herein provided shall include any amount paid in compromise or settlement of any action, suit, proceeding with the approval of the board of directors. Section 2.    Procedure. The termination of an action, suit, proceeding or claim by plea of nolo contendere, guilty, or by other plea, or a final determination of guilty or liability of the officer, director, or employee by a court shall not necessarily be conclusive of the gross negligence or willful misconduct of the officer, director, or employee. A determination whether the officer, director, or employee has been guilty of gross negligence or willful misconduct and the approval of any compromise or settlement under Section 1 shall be made independently by a majority vote at a meeting of the board of directors in which the director or directors involved shall not participate. If a quorum of the board of directors, without the director or directors involved in the action, suit, proceeding or claim, cannot be assembled with reasonable diligence, then a special committee of three persons shall be selected by a vote of the members at the next meeting of membership, which committee shall make the determination of whether the officer, director or employee involved in such action, suit, proceeding or claim was guilty of gross negligence or willful misconduct, and which committee shall approve or disapprove any compromise or settlement proposed under Section 1. Any determination made by the board of directors or a special committee appointed by the members, pursuant to this Section 2, shall be conclusive and incontestable, provided further that the director, officer or employee in no way be precluded from proceeding in court in his own right as a director, officer or employee. Section 3.    Payment during Pendency. Expenses, counsel fees and costs reasonably incurred may be paid by the Association in advance of final disposition of any action, suit, proceeding or claim on condition that such advances shall be repaid by he person indemnified if it is ultimately determined that the officer, director or employee involved shall have been guilty of gross negligence or willful misconduct. Section 4.    Non-Exclusive. The right of indemnification provided herein shall extend to the legal representatives of each officer, director or employee or former officer, director or employee and shall be in addition to and shall not be exclusive of any other rights to which the person indemnified may be entitled apart from that contained herein. The right of indemnification provided herein shall not limit or be limited by any right of indemnification or restriction on any right of indemnification provided by the laws of Florida. Article XVIII.    Tenants Section 1.    In the event a member does not live in the owned residence, but rather has a tenant in place, the Association hereby Last printed 10/5/2006 9:20:00 AM established rules for the guidance of such member and tenant. Also se Article XXXIV and XXXV in Covenants and Restrictions. Section 2.    Responsibility of member(s) and tenant(s). Members 4)    Shall provide basic information about tenant(s) to the secretary or treasurer. Forms are available from the secretary. 5)    Shall advise the tenant(s) of pertinent Pebble Creek Homeowners Association bylaws, rules, covenants, and restrictions. 6)    Will be held responsible for the conduct and action of tenant(s) while in residence at Pebble Creek. 7)    Shall not lease under ninety (90) days. 8)    May obtain an approved lease form from the secretary or treasurer for the convenience of the member/owner (not required). Tenants 9)    Will conduct themselves in accordance with the Pebble Creek Homeowners Association bylaws, covenants, and restrictions, and any other rules established by the Pebble Creek Homeowners Association. 10)    May participate in all social activities of the Pebble Creek Homeowners Association in a manner similar to the homeowner/member. Admended: Annual Pebble Creek Homeowners Association Meeting, November, 1985 Admended: Annual Pebble Creek Homeowners Association Meeting, 1994 Admended: Annual Pebble Creek Homeowners Association Meeting, 2007 Retyped: July, 2000 Reprinted with formatting changes, February 1, 2006.