The Governing Documents were issued in September 1991.

They consist of the Articles of Incorporation, Bylaws and Declaration of Covenants, Conditions and Restrictions.

Articles of Incorporation.

The name of our Corporation is Seminole Lakes Property Owners Association, Inc (a not-for–profit corporation). This is the basic instrument filed with the State and County which gives the specific reasons the corporation was formed. It states that the Association is organized to provide maintenance, preservation and architectural control of the parcels and common areas. It lists the powers that the association shall have including, but not limited to performing all the duties and obligations of the Association as set forth in the Covenants, Conditions and Restrictions.

Specific Powers of the Board are:

It lists the number of directors as no less than three or more than five. In March of 2004, the residents approved an amendment to the bylaws. That amendment provided for directors to serve staggered terms and have two- year terms after 2005. In one year, three directors would be elected to two-year terms and the next year two new directors would be elected to two-year terms. This was to ensure that at all times the board would have some experienced directors serving.

Articles of Incorporation can be amended at the annual meeting or at a special meeting duly called for such purposes on an affirmative number of total votes of the membership existing at the time of the meeting. We have 488 1/2 parcels; thus, 245 affirmative votes are needed to pass an amendment.

Bylaws:

Bylaws are regulations, ordinances and rules of law adopted by the POA for the purpose of internal governance.

They define the rights and obligations of the directors and provide routine procedures for notification of meetings, election procedures, establishing a quorum, proxies, and terms of office.

To have a valid election, thirty percent of the parcels must cast a ballot. Elections are by a plurality of those votes cast.

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. (Added Notes: Decisions made outside a board meeting and not confirmed at a board meeting are not a decision of the board and are not valid.)

Does not include those minor expenditures made monthly between board meetings which show up in the monthly financial reports which are audited each year.

The Board will exercise on behalf of the Association all powers, duties and authority vested or delegated to the Association, and not specially reserved to the membership by the Declarations and Articles of Incorporation.

The Board will fix the amount of the annual assessments against each parcel in advance of each annual assessment. The bylaws delineate the duties of the officers, their terms, and the method for filling a vacancy. .

The Bylaws can be amended at any annual meeting or special meeting called for that purpose on the affirmative vote of a majority of the number of total votes of the membership present in person or by proxy. This means as we have 488 1/2 parcels an affirmative vote would be 245.

Defines the Association, Common Elements, Country Club, Assessments and purpose of assessments. It also explains that only the owners that live around Lake A can use that lake, and they are responsible for the maintenance of the area that surrounds Lake A.

Explains the interest that can be charged for a late payment of an assessment; and the correct action to take against the owner for foreclosure. The owner is also responsible for all legal fees.

Defines how property can be used. Tract E can only be used for a golf course. (Added Notes: A few years ago the POA opposed the developer when he tried to use some of golf course property to build homes on land with a project called Enclave. Although the City could rezone that property, our covenants would stop the developer from using golf course property for homes or condos. We did not want the developer to set a precedent to use golf course property for homes.) The City does not consider deed restrictions when approving zoning changes. It is the POA’s responsibility to challenge any proposed change with the Developer. Unless the Covenants are amended which is unlikely (only the residents can vote to amend the covenants) the land is only available for golf course use.

Delineates those restrictions where recreational vehicles, pickup trucks, and boats cannot be parked on any of the parcels or common grounds.

Spells out numerous other restrictions, all written to protect the value of the community.

Amendments to the Declaration can be made by the affirmative vote of two-thirds of the parcels by written instrument. We have 488 1/2 parcels so 323 votes would be required. No amendments can be made without the approval of the Country Club. That was put in to ensure that there will be public access to the golf course, restaurant, tennis and pool or what is referred to as the Country Club. In case of any inconsistency, the Declarations rule over the Articles, and the Articles are overruled by the Bylaws.

Seminole Lakes POA is also regulated by Florida Statutes 720 and 617. In some cases, statutes will overrule some sections in our governing documents because they are not current.

The term "attorney opinion" has been bandied about at board meetings over the years. An opinion is just that, and is not law, as only a judge can decide what the law is. The attorney’s opinion usually is accurate but not always. Two attorneys can come up with different opinions on the same subject.

This is the privilege to refuse to disclose and to prevent any other person from disclosing confidential communications between the board and the attorney. The privilege is held by the client and can be waived. When the communications are disclosed to a third party, a waiver has occurred. Disclosure can be intentional, compelled by legal process, or even inadvertent. If the opinion is given at a board meeting, the privilege has been waived. If the opinion is transmitted to a resident (not a director) verbally or via email, the privilege is waived.

When a director resigns from the board and he/she gives opinions to others then the privilege is waived. Former directors have been known to quote attorney opinions, thus waiving the privilege.

Who is the client for Seminole Lakes POA? It all depends on the reason for the attorney’s opinion. If it has to do with possible litigation to protect the POA, the client is the Board. If it has to do with an opinion required by the POA to clarify a point, then the POA is the client. One director cannot hold the privilege as only the Board has this authority.

Some opinions given last year were not given to all the directors or Star management. This board had to go to the attorneys to get these at an additional cost to the POA. This was necessary as a resident had requested these and we found out that many were missing. This resident was going to invoke the rule where the POA would have to pay $50 per day fine for refusing to turn over documents.

He also could have filed a claim against the Board with the State. He later agreed not to do this when he had a chance to review the opinions. None of these opinions had to do with litigation. This inability/refusal to give the documents could have cost the POA a significant about of money in fines and legal fees and we would have received unfavorable publicity. This board saved us from that expense.

The POA boards from 2002 have withheld almost all of the opinions given, many which were just of a routine nature. This Board does not think that was proper; therefore, we are giving the residents these opinions. These have all been previously waived as they have been mentioned at board meetings or copies given to residents, or not just privileged just to the board.

The following questions are some of the more relevant ones that have been asked of our attorneys over the years:

Question: What communications between the board and the attorney for the associations are privileged?

Answer (on Jan 26, 2006): Only what was prepared exclusively for civil or criminal litigation or prepared for anticipated litigation. (Added Notes: All other opinions should be shared with the residents as they pay the legal fees.)

Question: Can the Board purchase the Developer-owned parcel at the front entrance? (Approximate cost $350,000 in 2005)

Answer (on February 11, 2005): Yes, the Articles of Incorporation give the Association the right to purchase property and assign the affairs of the Association to be managed by the Board.

Question: Can the board rent or lease the pool?

Answer (on May 27, 2005): Yes

Question: Can the board enter into a lease/purchase for the pool?

Answer (on May 27, 2005): Yes, however, when the purchase option is implemented before the expiration of the lease, it has to be approved by the residents. This is because the purchase would be annexing additional common areas. That is restricted to resident approval. (Added Notes: In theory, if the lease were successful and not canceled during the said five-year term, the residents would vote to purchase the pool complex for $l.00.)

Question: Can the Board fill a vacancy on the Board which is caused by the resignation of a director?

Answer (on December 23, 2005): Yes, the vacancy can be filled by the affirmative vote of the majority of the remaining directors, even though the remaining directors constitute less than a quorum. This can be accomplished even if only one director is left on the board.

Question- Can the Board settle litigation with the Developer? (This has to do with what was considered a scrivener’s error in the Covenants, and where the developer could not build on land designated as Tract C.

Answer (on April l9, 2004): Yes, the Board has all corporate powers subject to limitations set forth in the Articles of Incorporation. A specific reference was made to Statue 617.0801 of the Florida not-For Profit Corporation Act.

Question: Can three directors be recalled at the same time using one petition or signed document?

Answer: (On Nov 13, 2003): No, Florida Statue 617.0808 specifically says that a separate agreement or document must be used for recalling each director.

Question: Can a special meeting be called for by the signature of 54 members on a document?

Answer (on November l3, 2004): No, special meetings can only be called by the President, two members of the board, or upon 50% of all votes of the membership. Therefore, 54 votes fall far short of this requirement.

(Caution – There have been changes in the Statutes so the referenced numbers may not be valid today.)

Question: Is the proposed draft Emergency Plan for Seminole Lakes a valid plan? (This was a plan developed by the Board in early 2005.)

Answer (on February 4, 2005): No, protection of property is of secondary importance. Residents should not be used to clean up debris and secure the common ground following a catastrophic event. The Board, or a committee appointed by the Board, should assess the damage and work with the City and contractors to open roads and clean up debris. (Added Notes: other parts of the plan had merit but were never implemented)

Question: Can the Board enact the collection of a capital improvement fee charged against residents when they sell their homes?

Answer (on September l3, 2005): No, there is nothing in the governing documents that would allow for this without the residents approving same with an amendment to the covenants. The attorney said you would need a 100% affirmative vote to approve this. Courts frown on any provision which restrict the sale of property.

This proposal should never have been presented for a vote by the residents, as the 100% requirement was never stated.

Question: Can the Board initiate a $100 rental application fee?

Answer (on September l3, 2005): No, the Board lacks the power and authority necessary as the covenants do not specify this authority. The covenants would have to be amended by the residents to allow this.

Question: Can the developer close the pool?

Answer (on January 26, 2006): Yes, the developer is under no obligation to operate the Country Club, which includes the swimming pool.

Question: Can the developer charge residents a mandatory monthly fee for use of the pool?

Answer (on January 26, 2006): No, the purchase of a social membership is not mandatory. This can be interpreted as not having the right to assess residents for the use of the pool.

Question: Are residents that live around Lake A responsible for its maintenance?

Answer (on January l6, 2006): Yes, it is clearly spelled out in the covenants that only residents that live around Lake A can be assessed for its upkeep. (Added Notes: Since the POA was transferred to the residents in 2002, this has been standard practice with an additional assessment for upkeep of the property. This opinion should never have been requested as our governing documents are clear.)

Question: Can "Open House" signs be prohibited?

Answer (on January 26, 2006): Yes, all signs can be prohibited per the covenants. (Added Notes: Instead of prohibiting open house signs, the board issued a rule in 2006 to limit the size and number of such signs.

Question: Does the proposed lease/option document for the pool need revisions? (An attorney was asked to review the lease/option agreement developed by the previous board.)

Answer (on August 30, 2005): Yes, a legal description of the property is required. There is a need to define the amount of the property taxes and benchmark the condition of the property. The inability to use the Tiki Bar for the purpose of which it was constructed would not be desirable. There were a few other minor concerns related to contract language. (Added Notes: The legal description, taxes and other minor contract language has been resolved by this board as was the use of the "Tiki Bar." A final attorney review was not requested as in late November the Board was advised that the pool complex was not for sale. All the work done by this Board and the Pool Committee will remain on file in case they are required in the future.)

Question: Once reserves have been collected for a specific reserve fund, can those reserve funds be used for other purposes?

Answer (on January 26, 2006): Yes, there are no provisions in the covenants or Florida Statutes that make reserve funds mandatory for homeowners associations. Therefore, reserve funds can be used for other purposes than what they were specified for. (Added Notes: Even the attorney that gave this written opinion previously told our management firm that reserves could not be used for other purposes without a vote by the residents. The attorney discovered after reviewing the statutes and our documents what the correct rule is. He, like many others including former directors, confused the condominium statute with the HOA statute. We no longer use that attorney.)

Question: Can a husband and wife each run for election to the board?

Answer (on January 26, 2006): Yes, provided that each is a record title owner of a parcel (Added Notes: We do not know why this opinion was requested as our documents are silent on the issue therefore allowing it. This opinion is not accurate because our Bylaws say Directors do not have to be members of the Association. The developers had three directors on the first board that were not members of the association. As previously mentioned, we no longer use this attorney.)

Question: Can the Board refuse to nominate a prospective candidate for the Board of Directors?

Answer (on January 26, 2006): No, the Board does not have a say on who can be nominated for a director’s position. (Added Notes: We are not sure why this question was asked as Florida Statutes are very clear on this, as any member can nominate himself or herself.)

Question: Can the Board deny permanent propane generators?

Answer (on July 20, 2006): The Association does not appear to be able to apply a unilateral ban on the use of permanent generators. (Added Notes: The association could deny a request if the setback and distance from openings could not be met, or if the noise level when operating would meet the nuisance level.)

Question: Can the association fine members for late or non- payment of assessments?

Answer (on June 23, 2006): No, there are no provisions in the governing documents that allow fines. Interest can be charged for late assessment or non-payment of assessments. We charge interest for late payments of assessments.

Question: Is the Seminole Lakes POA subject to the Florida Sunshine Law?

Answer: No, the State Attorney General of Florida has ruled that homeowner associations are not subject to the Florida Sunshine Law. (Added Notes: The Sunshine Law of Florida is a complex law subjecting governmental proceedings at the state and local levels. This law only applies to state, county, municipal governments, and their subdivisions.)

The law is complex and very restrictive. Homeowners associations could not function under those restrictions.

The Sunshine Law does not apply to private corporations nor does it apply to homeowner associations. There are other statutes that apply to homeowner associations, but they are nowhere as restrictive as the Sunshine Law.

There were also a number of opinions given to assessing legal costs against residents who disregard our deed restrictions. Yes they can. Other questions have arisen regarding the construction of non-tile flat roofs on lanais, which are allowed.

The only attorney opinions still under the attorney/client privilege have to do with the easement issue from the Seminole Lakes Plaza to our entrance and exit roads. It would not be prudent for the Board to waive this privilege at this time and to let the developer of the plaza know what our options may be. However, as events develop, we will communicate as openly as we can.

The good thing about all these opinions is that as long as we keep some experienced directors on the board with expertise of our documents and Florida Statues and they refer to previous opinions, we do not have to ask these questions again. The Board always needs to work closely with the management company who holds all the records of the POA. The staggered term provision in the amended Bylaws has gone a long way to ensure we will always have some experienced directors on the board.