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StephenW3
(Florida)
Posts:15
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| 12/31/2007 6:13 PM |
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Another set of papers ( I will try to be more concise this time...)
ARTICLES OF ASSOCIATION OF INDIAN RIDGE PROPERTY OWNERS' ASSOCIATION, INC.
(A corporation not for profit)
Article III: PURPOSES AND POWERS
1. The general purposes and powers for which the Association is formed are as follows:
A. To manage, maintain, construct and/or repair all Drainage Easements and/or all Drainage Retention Easements for the use and benefit of all property owners of Indian Ridge Subdivision (...)
B. To enforce the Restrictive Covenants and Conditions (...)
D.To maintain security within the Subdivision (Neighborhood Crime Watch) : (there is really NONE neither has there been one)
ARTICLE XI
AMENDMENTS
The Association through its membership shall have the absolute right to modify all of the Restrictive Covenants and Conditions pertaining to Indian Ridge Subdivision as recorded in Official Record (...), by amendment, deletion and/or addition thereto upon the written direction of 75% or more of the membership in the Association.
ARTICLE XII
TERM
This Association shall have perpetual existence; however, if the Association shall become dissolved by law, or otherwise, and not reinstated in accordance with the Laws of the State of Florida, then and in that event, the drainage easements and/or drainage retention easements as shown on the Plat of Indian Ridge Subdivision, Plat book... (...) Public Records of Polk County, Florida, shall be conveyed by the last surviving members of the Board of Directors of the Association or their successors to an appropriate local governmental agency; of if not accepted, they shall be dedicated to a similar non-profit corporation chartered under the laws of the State of Florida by the members hereof for the purposes herein set forth.
Ok... that is it. We appreciate the help from everybody here!!!! |
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JC3
Posts:290
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| 01/01/2008 8:02 AM |
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Posted By StephenW3 on 12/31/2007 6:13 PM
ARTICLE XI
AMENDMENTS
The Association through its membership shall have the absolute right to modify all of the Restrictive Covenants and Conditions pertaining to Indian Ridge Subdivision as recorded in Official Record (...), by amendment, deletion and/or addition thereto upon the written direction of 75% or more of the membership in the Association.
ARTICLE XII
TERM
This Association shall have perpetual existence; however, if the Association shall become dissolved by law, or otherwise, and not reinstated in accordance with the Laws of the State of Florida, then and in that event, the drainage easements and/or drainage retention easements as shown on the Plat of Indian Ridge Subdivision, Plat book... (...) Public Records of Polk County, Florida, shall be conveyed by the last surviving members of the Board of Directors of the Association or their successors to an appropriate local governmental agency; of if not accepted, they shall be dedicated to a similar non-profit corporation chartered under the laws of the State of Florida by the members hereof for the purposes herein set forth.
Article XI allows 75% of the membership to modify, amend, DELETE, or add to the restrictive covenants and conditions.
So get 76% or more people together and delete the ccrs. Maybe it will be helpful to amend XI to read 51% if te membership first...
Article XII says "This Association shall have perpetual existence; however, if the Association shall become dissolved by law, or otherwise,..." that OR OTHERWISE gives the (75% members) the ability to terminate the corporation. NOW you need to get those folks together, do the research, and find out how to dissolve a Florida corporation. That's probably written in the state statutes. It even tells you what to do with those drainage easements.
Best wishes in this, and keep us posted.
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JC3
Posts:290
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| 01/01/2008 8:23 AM |
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Article XI allows 75% of the membership to modify, amend, DELETE, or add to the restrictive covenants and conditions.
I said, " Maybe it will be helpful to amend XI to read 51% if te membership first..." I am correcting that to make it more understandable. It should read:
So get 76% or more people together and delete the ccrs. Maybe it will be helpful to amend XI to read "Article XI allows _51%_ of the membership to modify, amend, DELETE, or add to the restrictive covenants and conditions." first.
Hope that makes it more clear. |
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DonnaS
(Tennessee)
Posts:5671
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| 01/01/2008 9:13 AM |
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Stevens ,
Your POA is incorporated under Fl Statutes 617, Not for Profit Corp. Google in that for the website on any actions that you may need. Below are 2 paragraphs for dissolution of your Corp. BUT before you get that far, you will need to get approval from your other members according to your ByLaws for the amount of votes required to pass that dissolution. It will require alot more than just yourself to get it accomplished.
So---617.1402 Dissolution of a Corp
617.1403 Articles of dissolution.--
(1) At any time after dissolution is authorized, the corporation may dissolve by delivering to the Department of State for filing articles of dissolution setting forth:
(a) The name of the corporation;
(b) If the corporation has members entitled to vote on dissolution, the date of the meeting of members at which the resolution to dissolve was adopted, a statement that the number of votes cast for dissolution was sufficient for approval, or a statement that such a resolution was adopted by written consent and executed in accordance with s. 617.0701; and
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PaulM
(Pennsylvania)
Posts:1347
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| 01/01/2008 9:31 AM |
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StevenW3:
Now you have begun your investigation in the correct manner! Your diligence has been rewarded in that you now have legal documents which state several directives for your association.
* The land is recorded as Indian Ridge, in Plat Book 87, Page 25, Public Records of Polk County, Florida. You need to contact them to assist you in your understanding of what you actually own (land dimensions) and what you pay taxes on, what is common ground and all that residents are responsible for.
* Item 2: Re Assn.'s responsibility to operate and maintain said drainage easements and/or drainage retention easements as common property in accordance with the surface water management system of the Subdivision as permitted by the Southwest Florida Water Management District which shall include and not be limited to culverts and related appurtenances."
- This denotes common area expense for your association.
* Item B.3: "There shall be a $25.00 initial membership fee per lot payable upon acquisition from the present Owner. (...) The amount of an annual assessment will depend upon the financial requirements for maintenance, improvements and operation of the common areas desired by the Association Members. Special Assessments for these purposes may, from time to time, be made by the Association."
- There is a 1-time fee of $25.00 at purchase. You state you paid $15.00 this year--this is questionable, unless 'they' allowed your 1-time fee to be pro-rated since you purchased in March (3rd mo. in year 2007) but that isn't what the docs dictate. Further, annual assessments are due depending upon the COSTS of maintenance, and operation of COMMON AREAS desired by members.
* Item B.8: ..."right to modify ...amendment, deletion and/or addition ...
upon the written direction of 75% or more of the membership (--and this is important--) however, no amendment, deletion and/or addition thereto may be made that would affect the surface water management sustem of the Subdivision, including the water management portions of the common areas unless prior approval thereof is obtained from the Southwest Florida Water Management Disctrict."
- Apparently the developer had an 'arrangement' with the Water Authority and you will need to contact them to learn of the assn's responsibility, if any at this point. It states the assn. can AMEND IF the water authority approves.
On a final note, you do have recorded BYLAWS, which dictate the governing of the association. These will explain the process of a Board and their responsibilities.
Though you state there has not been any meetings, no fees, or anyone seemingly in authority for the association, the documents exist dictating what is to be done. Because "it" has not been done during your time here/March-Dec.07, does not mean it cannot/should not be done.
It is obvious you now have some work to do in contacting the local offices for clarification. Take it one step at a time, and you will find the answers you need. They may not be answers you 'want' but the info will help the residents
in going forward. Good Luck!
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RogerB
(Colorado)
Posts:4686
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| 01/01/2008 9:34 AM |
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| The incorporation of an HOA can be terminated. However, that does not terminate the HOA; it just terminates the not-for-profit corporation status. The Declaration of CC&Rs define the life of the association. If it is specified to be for pertetuity it can not be dissolved, only amended. |
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DonnaS
(Tennessee)
Posts:5671
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| 01/01/2008 9:54 AM |
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< ARTICLES OF ASSOCIATION OF INDIAN RIDGE PROPERTY OWNERS' ASSOCIATION, INC.
(A corporation not for profit)
ARTICLE XI
AMENDMENTS
The Association through its membership shall have the absolute right to modify all of the Restrictive Covenants and Conditions pertaining to Indian Ridge Subdivision as recorded in Official Record (...), by amendment, deletion and/or addition thereto upon the written direction of 75% or more of the membership in the Association.
ARTICLE XII
TERM
This Association shall have perpetual existence; however, if the Association shall become dissolved by law, or otherwise, and not reinstated in accordance with the Laws of the State of Florida, then and in that event, the drainage easements and/or drainage retention easements as shown on the Plat of Indian Ridge Subdivision, Plat book... (...) Public Records of Polk County, Florida, shall be conveyed by the last surviving members of the Board of Directors of the Association or their successors to an appropriate local governmental agency; of if not accepted, they shall be dedicated to a similar non-profit corporation chartered under the laws of the State of Florida by the members hereof for the purposes herein set forth.
Steven,
Here it is in Article X11-- Perpetual Existence; "HOWEVER" if the assoc shall become dissolved....
Roger: Does this not mean that they can dissolve the association? I am interested in this part. By a vote of 75% of the assoc members, can it not be dissolved? They will have 2 parts, dissolution of the corp then dissolution of the association? Need your expertise here.
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JC3
Posts:290
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| 01/01/2008 9:58 AM |
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Roger: Does this not mean that they can dissolve the association? I am interested in this part. By a vote of 75% of the assoc members, can it not be dissolved? They will have 2 parts, dissolution of the corp then dissolution of the association? Need your expertise here.[/unquote]
that's sure the way that I read it!
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RogerB
(Colorado)
Posts:4686
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| 01/01/2008 10:28 AM |
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Posted By DonnaS on 01/01/2008 9:54 AM
< ARTICLES OF ASSOCIATION OF INDIAN RIDGE PROPERTY OWNERS' ASSOCIATION, INC.
(A corporation not for profit)
ARTICLE XI
AMENDMENTS
The Association through its membership shall have the absolute right to modify all of the Restrictive Covenants and Conditions pertaining to Indian Ridge Subdivision as recorded in Official Record (...), by amendment, deletion and/or addition thereto upon the written direction of 75% or more of the membership in the Association.
ARTICLE XII
TERM
This Association shall have perpetual existence; however, if the Association shall become dissolved by law, or otherwise, and not reinstated in accordance with the Laws of the State of Florida, then and in that event, the drainage easements and/or drainage retention easements as shown on the Plat of Indian Ridge Subdivision, Plat book... (...) Public Records of Polk County, Florida, shall be conveyed by the last surviving members of the Board of Directors of the Association or their successors to an appropriate local governmental agency; of if not accepted, they shall be dedicated to a similar non-profit corporation chartered under the laws of the State of Florida by the members hereof for the purposes herein set forth.
Steven,
Here it is in Article X11-- Perpetual Existence; "HOWEVER" if the assoc shall become dissolved....
Roger: Does this not mean that they can dissolve the association? I am interested in this part. By a vote of 75% of the assoc members, can it not be dissolved? They will have 2 parts, dissolution of the corp then dissolution of the association? Need your expertise here.
Yes, based on the qualification to perpetual existence the association could be dissolved. It would most likely require court approval. To get a judge to dissolve will require proof that an appropriate local govenmental agency or similar non-profit corporation will take over the responsibilities of the association. The 75% applies to amendments. A judge would probably also require 75% (or greater) approval by owners to dissolve.
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DonnaS
(Tennessee)
Posts:5671
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| 01/01/2008 10:48 AM |
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Thank You Roger,
Reading these documents that were written by lawyers who really want to use their terms that us lay people do not understand, makes it more difficult than it should be but I had a feeling that I got the drift of this particular document. That's why it is so nice to have you, Gloria and some of the other professionals here to interpret it for us. This should answer Stevens questions. |
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StephenW3
(Florida)
Posts:15
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| 01/01/2008 1:30 PM |
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| Thank you all: Donna, Roger, Paul... we were reading through the answers. Some things are still a bit confusing for us. Like Donna said, too many legal terms that we don't understand! So basically we have to gather 75% votes to dissolve the association...? How do we do that, through a petition? Who should we take this document to? Some little details that we have no clue, still... but thanks for the valuable suggestions and BIG help so far!! |
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DonnaS
(Tennessee)
Posts:5671
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| 01/01/2008 1:57 PM |
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Steven,
In order to pass any change to your association documents, you will need t present an amendment change to each and every member of the association for a vote. The amendment is a legal document and you guys could probably draft it yourself if you do research and have it worded properly. I would not do it myself.
The very safe thing to do is to have it drafted by an attorney. He will cover all of the bases as this is not just a simple issue. Then once it is written, it goes to the membership for a vote. Your documents state that to amend your documents, it takes 75% of all members to vote positive or for the change. If you do not get 75% "yes" vote, it is then not going to be dissolved per the vote of your members.
Becuase this is for dissolution of the association and to dissolve your corporation, please do contact an attorney as if you don't do this according to laws and statutes, it will be null and void.
The only place where a petition comes into play is that to force your Board to address this, you need 10% of all of the owners to sign a petition to have the Board address and deal with this if they are unwilling to do so on their own. |
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PaulM
(Pennsylvania)
Posts:1347
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| 01/01/2008 2:30 PM |
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StephenW3: Does your Association actually have an Exec. Board in place? Do you have a Property Mgmt. Company? Do all residents pay assessment fees (not the 1-time fee required at purchase) for common expenses as your documents dictate? Do you have a budget with financial reports communicated? Does your association have an account set up with a financial institution?
You have stated earlier that you 'don't think you have an association'. The ground was named and dedicated as an Association by the Developer, according to the documents you have posted, so the Association has been recorded legally. The question now becomes...do you have a working Association?
Once you set your mind to contacting the local officials and the Water Authority, you will be in a better position to seek legal advice to know what route you must take. Your documents dictate you can do nothing without Water Authority approval. So, get on the phone and make those contacts!!!
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DonnaS
(Tennessee)
Posts:5671
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| 01/01/2008 3:39 PM |
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<
ARTICLE XII
TERM
This Association shall have perpetual existence; however, if the Association shall become dissolved by law, or otherwise, and not reinstated in accordance with the Laws of the State of Florida, then and in that event, the drainage easements and/or drainage retention easements as shown on the Plat of Indian Ridge Subdivision, Plat book... (...) Public Records of Polk County, Florida, shall be conveyed by the last surviving members of the Board of Directors of the Association or their successors to an appropriate local governmental agency; of if not accepted, they shall be dedicated to a similar non-profit corporation chartered under the laws of the State of Florida by the members hereof for the purposes herein set forth.
Steven,
Another issue that you will have to deal with is in the later part of this Article X11 which states that "Public Records of Polk County, Florida, shall be conveyed by the last surviving members of the Board of Directors of the Association or their successors to an appropriate local governmental agency; of if not accepted, they shall be dedicated to a similar non-profit corporation chartered under the laws of the State of Florida by the members hereof for the purposes herein set forth. "
That means that your association or BOD will be responsible to find some local government agency who will be willing to take over the drainage elements and or retention easements.
You have lots of issues to deal with before your financial responsibility will be released from this obligation. Good Luck!
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