Bylaws

ARTICLE I    NAME
The name of the Corporation shall be Orange Manor East Mobile Home Owner's Association, Inc., a not for profit corporation located at 206 Orange Manor Drive, Winter Haven, Polk County, Florida 33884, organized under the laws of the State of Florida and subject to Florida Mobile Home Act, Chapter 723. The Articles of Incorporation of the Association were approved by the Secretary of State of Florida on May 24,1985 and were assigned Document Number NO9456.

ARTICLE II     PURPOSE
The purpose of this corporation is to promote the health, safety, and general welfare of the residents of Orange Manor East Mobile Home Park in Polk County, Florida, and to serve as a liaison between Park Management and the Members of OME Home Owner's Association.
Section 1: Organization
The Association is a not for profit, corporation as set forth in Florida Statues, Chapter 723, as amended, 607, as amended, and 617, as amended.
Section 2: Definitions
As used herein, these terms shall apply:
(a) "Corporation" shall be the equivalent to "Association" as defined under Chapter 723 FS as amended.
(b) "Mobile" shall be equivalent to "Manufactured" as related to Association homeowner domiciles.
(c) "Park and/or Community" shall be defined as a location containing a group of Mobile/Manufactured Homes as the location of the Corporation.
(d) "Unit" shall be defined as a home in the park.
(e) "Director"/"Board" shall be defined as an individual member or the entire Board of Directors of the Corporation.
(f) "Standing Rule" The Board may adopt standing rules for items not specifically covered by the bylaws, such as, but not limited to the conduct and/or order of business at a meeting.
(g) "Proxy": A Proxy may be in a petition form to an individual member or officer or on an individual form. Attendance and voting at any meeting shall be allowed by proxy upon its presentation to the Secretary. Any proxy given shall be effective for the specific meeting, and/or the next one after it is signed, and any lawfully adjourned meeting thereof. In no event shall any proxy be valid for a period longer than ninety (90) days after the first meeting for which it was given. Every proxy shall be revocable at any time at the pleasure of the member executing it.

Article III    MEMBERSHIP
Section 1:
The membership of this Association shall consist of the homeowners of mobile homes at Orange Manor East Mobile Home Park, located in Polk County, Florida, who pay Association dues and Association assessment(s).
Section 2:
Association dues and assessments for members shall be determined by the Board. Dues and assessments shall be subject to an affirmation vote of the membership at the next annual meeting, or special association meeting called for that purpose.
Section 3:
Any member who is delinquent in paying any indebtedness to the Association that has been due for a period of more than thirty (30) days shall not be entitled to hold an office in the Association and /or vote at a regular membership meeting until such items have been paid in full.

Article IV    VOTING RIGHTS
Any member of the Association who is current in the payment of dues and assessments in Orange Manor East Mobile Home Park has a right to vote. There shall be one (1) vote per mobile home unit, which may be exercised in person or by proxy, executed in writing by a qualified member of the household naming a qualified member to act accordingly.

Article V    MEMBERSHIP MEETINGS AND BOARD MEETINGS
Section 1: Regular Membership Meetings
Regular membership meetings may be held as often as desired by regular membership. The President or another Board Member shall preside over these meetings. Members may bring a guest to these meetings. No quorum shall be required for attendance unless voting may be necessary. If voting is required a quorum shall consist of a majority of unit membership with an affirmative vote of the majority of unit members present. Notice as prescribed in this Article shall be given for these meetings. The meetings may be educational, civic, and/or social in nature. The meetings may include guest speakers or entertainment. The meetings may also include any committee reports.
Section 2: Annual Association Meetings
The Annual Meetings of the Association shall be held on the third Tuesday in the months of January and February of each year at such place and time as may be designated by the Board. Each Board member shall be notified of the meeting in writing, plus notice shall be given as prescribed in this Article. A list of all members entitled to vote, including unit number, shall be produced and kept by the Secretary for viewing by any member at reasonable times. A quorum shall consist of a majority of the unit membership including proxies received. An affirmative vote of a majority of those unit memberships in attendance, including proxies, shall be required to pass any issue brought before the membership including amendments to these Bylaws. The purpose of these meetings shall include, but not be limited to the election of the board of Directors of this Association and approval of the Annual Budget.
Section 3: Special Meetings
Special meetings shall be held at the call of the President with the written consent of two thirds (2/3) of all the officers or by written request of ten percent (10%) of the unit membership of the Association. Business transacted at all special meetings shall be confined to the object stated in the notice calling the meeting. Notice of the time and place of a Special Meeting shall be posted in the Clubhouse at least five (5) days prior to the day on which the meeting is to be held.
Section 4: Board Meetings
The Board of Directors shall meet on the third Tuesday or November, December, and March at a time prescribed by the President. Additional meetings may be called by the President at a date and time agreed upon by the President and the Board Members. A quorum for any Board meeting shall consist of a majority of the Board of Director membership. All meetings of the Board shall be open to all members of the Association, with exception of meetings between the Board and its attorney with respect to proposed or pending litigation where the contents of discussion would otherwise be governed by the attorney-client privilege.
Section 5: Notices
Notice of all Association meetings shall be posted in a conspicuous place at least fourteen (14) days prior to the meeting, except in an emergency or except when a Special Meeting is being called. Notice of all Board meetings must be posted in the Club House a minimum of forty-eight (48) hours in advance of the meeting, except in an emergency. The Secretary or designee shall have the duty of notification for all meetings. Notice(s) shall provide the date, time and place of said meeting(s). Unless a member waives in writing the right to receive notice of an Annual Meeting by mail, the notice of an Annual Meeting shall be either delivered by hand or mailed to each member, and the mailing constitutes notice. When requested, an officer herein shall provide an affidavit affirming that the notices were either delivered by hand or land mailed or emailed in accordance with the provisions of this action, to each member at their address last given by each member.
Section 6: Minutes
Minutes of all meetings of the members and of the Board of Directors shall be kept in a businesslike manner and shall provide for inspection by the Board members and the voting members, or their authorized representative(s), at a reasonable time or upon reasonable notice. Minutes shall be retained for a period of not less than seven (7) years.
Section 7: Order of Business at Association Meetings
The rules and procedures contained in “Robert’s Rules of Order Newly Revised” shall govern the Association in all areas which are not specifically covered by these Bylaws. The Order of Business when applicable to meetings shall be conducted thus so
• Welcome by President
• Pledge of Allegiance
• Minutes of previous meetings, (if applicable)
• Treasurer’s Report
• Communications and other Committee Reports
• Old Business & Old Business Discussion
• New Business & New Business Discussion
• Closing Remarks & miscellaneous
• Adjournment
Section 8: Assessments
An Assessment may not be levied at a Board Meeting unless the notice of the meeting includes that assessment(s) will be considered and the nature of such assessment(s). This subsection also applies to any committee meeting when a final decision will be made regarding the expenditure of Association funds.

ARTICLE VI    Election of Directors
Section 1: The Elective Board will at the November meeting of the Board select a Nominating Committee of five (5) members, two (2) from the Elective Board and three (3) from the membership of the Corporation.
Section 2: The Nominating Committee shall select nominees for the Board of Directors and will report their recommendations to the Elective Board at its December meeting.
Section 3: The Elective Board, acting on the report of the Nominating Committee, will present the slate of nominees to the Corporation at the regular January meeting of the Association. Additional nominations may be made from the floor. Nominations shall be closed at the end of the January meeting.
Section 4: All nominees selected by the Nominating Committee and those proposed from the floor must have been accepted by the nominees before the nominations are presented to the Corporation.
Section 5: The Board of Directors shall take office immediately following the election.
Section 6: The Secretary shall prepare official ballots and shall keep an accurate account of all members receiving and returning ballots. All records shall be kept until the next selection of officers.
Section 7: The President shall appoint tellers to tally the vote at the February Association meeting.
Section 8: The Elective Board shall be in charge of the election and shall set up procedures to verify that each member’s dues are paid in full and that the member is in good standing before they are given a ballot.

ARTICLE VII     Officers
Section 1: The Officers of the Association shall consist of a President, Vice President, Secretary, Treasurer, plus three (3) Directors and will serve as the Board of Directors. The Board of Directors shall elect the Officers of the Association before March 1st of each year. In the event that the Board of Directors cannot populate the Secretary or Treasurer position from within the Board, the President shall be authorized to appoint a non-voting Secretary and /or non-voting Treasurer from the Association membership.
Section 2: Officers shall not be in the employment of the Park Owner or Park Manager. Should any office be vacated, for any reason, prior to the end of the officer’s term(s), the vacancy shall be filled by appointment by majority vote of the remaining Directors. Any officer so elected, or committee member, may be removed without cause by an affirmation vote of a majority of the whole Board. Officers shall not be entitled to any compensation for their services, except Board approved expenses, and Officers and their designees have a fiduciary relationship to the membership.
Section 3: Term Of Office The Officers shall serve for a period of one year or more.
Section 4: Duties
PRESIDENT – The President shall preside at all meetings of the Board, Association, and regular membership meetings. When necessary, the President shall call meetings of the Association and of the Board of Directors. The President shall be the Chief Executive Officer of the Association and shall perform such duties as may be required by the Board of Directors. The President shall appoint and/or fill vacancies on committees subject to majority consent of the Board. The President shall conduct such other business of the Association as may be directed by the Board. VICE PRESIDENT – The Vice President in the absence of the President or in the event of death, inability or refusal to act, shall perform the duties of the President and when so acting shall have all the power of and be subjected to all the restrictions upon the President and shall perform such other duties as from time to time may be assigned by the President, Board of Directors, or general assembly.
SECRETARY – The Secretary shall take complete minutes and be responsible for the maintenance of all Association Records, except the financial records. The Secretary is also responsible for the following: (a) Minutes of all meetings of the Association or the Board will be maintained in written form, or in another form that can be converted into a written form in a reasonable time. A vote or abstention from voting on each voting matter voted upon from for each director present at a Board Meeting must be recorded in the minutes. (b) The minutes of all the Board and the member meetings shall be kept for a minimum of seven (7) years. (c) See that all notices are properly given in accordance with the provisions of these Bylaws or as required by law. (d) Act as custodian of the corporate records and of the seal of the Association/Corporation and see that the seal of the Association/Corporation is affixed to all documents, the execution of which on behalf of the Association/Corporation under its seal is duly authorized by the Chief Executive Officer. (e) Keep the name and address of each member, be responsible for and perform all duties pertaining to the office of Secretary and such other duties as from time to time may be assigned by the President, Board, or general membership.
TREASURER – The Treasurer is responsible for keeping the financial records, issuing checks for approved expenditures, being responsible for all funds and securities of the Association, receiving and giving receipts for moneys due and payable to the Association, and depositing moneys in a bank account in the name of the Association. Withdrawals and disbursements from such accounts shall be made only upon the signature of the Treasurer along with the signature of any current member of the HOA Board on file at the bank. The Treasurer shall also be responsible for the following: (a) The financial and accounting records of the Association shall be kept according to IRS regulations. Financial records will be maintained in written form, or in another for that can be converted into a written form in a reasonable time. All financial records shall be kept for a minimum of seven (7) years or as long as required by the IRS, whichever is longer. (b) The financial records shall include accurate, itemized, and detailed records of all receipts and expenditures, and an accounting and periodic statement of the account of each member, designating the name and current address of each against the member, the date and amount of each payment and the balance due. (c) The Treasurer shall prepare an annual financial report for presentation at the February Association meeting. A copy shall be provided to each unit member, or a written notice that a copy of the financial report is available at no charge to the member. The financial report shall be presented in conformity with generally accepted accounting principals. (d) The Treasurer shall create a line item for the Social Committee funds and work in liaison with the Social Committee Financial Accountant in administrating these funds.

ARTICLE VIII     Board of Directors
Section 1: Number and Term of Directors There shall be seven (7) Directors of the Association. Approximately one-third of the board shall be elected each year.
Section 2: Vacancies in Office
Vacancies in office during the term(s) shall be filled by a majority vote of the remaining Board members for that portion of the unexpired term prior to the next Association meeting. The membership will at that time elect a replacement for the remainder of the term in accordance with Article VI.
Section 3: Directors
Directors shall be responsible for the properties of the Association and shall at all times possess a detailed inventory showing location and description of properties. Directors shall also be responsible for investigating and recommending adequate insurance coverage for such properties and for the safekeeping of the Association legal documents.
Section 4: Removal
A Special Meeting to recall a member(s) of the Board shall be called if ten percent (10%) of the unit members request same in writing. Directors may be recalled with or without cause by an affirmative vote of two-thirds (2/3) of the total votes cast at a regular or special Association meeting. A Director may also be removed if a majority of the Association voters agree in writing. A Director may resign at any time by sending a written notice to the office of the Association. A Director shall be automatically removed if no longer an Association member for any reason or becomes delinquent in dues per Article X of these bylaws.
Section 5: Powers
The property and business of the Association shall be managed by the Board, who may exercise all corporate powers not specifically prohibited by Statute, the Articles of Incorporation or Bylaws. Furthermore, the Board shall have the following powers:
(a) The Board shall have the power to negotiate for the purchase of the Park. The Board shall appoint a committee to negotiate with park management per F.S.723.037. The Board shall appoint a mobile home acquisition committee, and any other committees required.
(b) The Board shall adopt an annual budget. The budget shall reflect the estimated revenue and expenses for that year and the estimated surplus or deficit at the end of that year. The Association shall provide a copy of the budget to each unit member, or a written notice that a copy of the budget is available upon request at no charge to the member. The budget shall provide for membership fees, dues, and/or assessment to cover the expenses of the Association. Adoption of the budget shall be subject to a majority vote of the membership present at the January Association meeting.
(c) Directors shall not be entitled to any compensation for their services, except Board approved expenses, and Directors and their designees have a fiduciary relationship to the membership.
(d) A minimum of four (4) members of the Board of Directors shall constitute a quorum.
(e) The Board shall notify the park owner in writing by certified mail, return receipt requested, for any change of names and addresses of its President or Registered Agent per F.S.723.076(1).
(f) If the adoption of an annual budget by the members shall take place at an Annual Meeting, the Board of Directors shall mail a meeting notice and copies of the proposed annual budget and expenses to the members not less than thirty (30) days prior to the meeting at which the budget will be considered. If the Annual Budget is adopted by the Board of Director, the members shall be given written notice of the time and place of said meeting, and the meeting shall be open to the members.

ARTICLE IX     Standing Committees
Successful committees are necessary for the growth and well being of an Association. Therefore, it is stated that any committee may call upon the Officers for advice and assistance in the performance of their duties. The President shall be an ex-officio member of all committees. The President with the consent of the Board of Directors may commission all or some of the following as a standing committee. The committee(s) shall serve at the pleasure of the Board of Directors and shall be dissolved upon the consent of a majority vote of the Board of Directors.
SOCIAL COMMITTEE Section 1: Structure
(a) The general nature and purpose of the Social Committee shall be to promote and develop social, educational, and recreational activities for the homeowners of Orange Manor East.
(b) The Social Committee shall consist of five members and their term of office shall be two years. The terms shall be staggered so that two or three positions will expire each year.
(c) A slate of nominees for the Social Committee will be presented by the Chairperson of the nominating committee at the Social Committee Meeting with the Residents of Orange Manor East on the 4th Tuesday of November.
(d) Nominations can also be made from the floor, with prior consent of the nominee. When there is only one nominee per committee position, the right of acclamation may be executed. Election by ballot will be mandatory if there are multiple nominees exceeding the number of committee seats available.
(e) The Positions of the Social Committee shall consist of Chairperson, Vice Chairperson, Secretary, Financial Accountant and Social Committee Member. The term of office for these positions shall be one year.
(f) The Social Committee Positions in paragraph (e) shall be selected by the Social Committee at a meeting to be scheduled by the Chairperson within two weeks following the election of the committee in November. The Social Committee will submit the names of the Social Committee members and their respective positions on the Committee to the HOA Board in December for ratification. In the event that the Social Committee cannot populate the Secretary or Financial Accountant positions within the committee, the Chairperson shall be authorized to appoint a non-voting Secretary or Financial Accountant from outside the Social Committee. The new Social Committee shall commence performing their duties at the regular Social Committee Meeting in January.
(g) The Residents’ Social Committee Meetings shall be held on the 4th Tuesday in November, the 1st Tuesday in January and the 1st Tuesday in March in the OME Clubhouse at 7:00pm.
(h) The Residents’ Social Committee Meetings shall be conducted using the rules and /or procedures contained in “Roberts Rules of Order Newly Revised” in all areas and/or cases that are not specifically covered by these Bylaws. (i) The Social Committee, as part of its annual events scheduling planning process, shall determine the method of selection of monthly hosts to serve the various social functions held in the Clubhouse.
Section 2: The Duties of the following Social Committee Positions are:
(a) The Chairperson shall preside at all Social Committee meetings. The Chairperson shall be responsible for the naming of “activity chairperson(s)” after consultation with the Social Committee. The Chairperson shall appoint a nominating committee to develop a slate of Social Committee nominees, to be presented at the Residents’ Social Committee Meeting in November. The Chairperson shall give a report at all HOA Membership and Board Meetings.
(b) The Vice-Chairperson shall assist the Chairperson, preside in the absence of the Chairperson, and assume the position of the Chairperson if a vacancy should occur before the regular election. (c) The Secretary shall take complete minutes of each meeting. The Secretary is responsible for the maintenance of all Social Committee records except the financial records. The minutes shall be kept for a minimum of seven (7) years.
(d) The Financial Accountant is responsible for keeping the financial records for the Social Committee. The financial and accounting records shall be kept according to good accounting practices. Financial records shall be maintained in written form, or in another form that can be converted into a written form in a reasonable time. All Financial records shall be kept for a minimum of seven (7) years. The Financial Accountant shall prepare a financial report for presentation at the Residents’ Social Committee Meetings. The Financial Accountant shall also be the liaison person to co-ordinate the financial records and money with the HOA Treasurer and shall also be a member of the Finance Committee.
Section 3: Committees and Appointments: Activity Committee Chairperson(s) shall form committees composed of as many members (to be appointed by the activity committee chairperson) as are needed to insure smooth operation of said activity and also be responsible for the scheduling of their specific activity. All committees shall report their activities whenever requested.
Section 4:The Social Committee Chairperson shall also appoint the following chairperson(s)
(a) Bingo Chairperson shall be responsible for forming a committee to run a Bingo at OME in compliance with the Florida Gaming Act and Florida State Statute 723.
(b) Entertainment Chairperson shall be responsible for the development of entertainment programs for dates established by the Social Committee.
(c) The Welcoming Hosts shall greet all new residents as soon after their arrival as expedient and shall present information brochures describing various Home Owner Activities and Accountabilities.
(d) The Sunshine Chairperson shall send remembrance cards to shut-ins and flowers to those who are hospitalized and shall advise the membership of fellow members who are ill and/or hospitalized. The Sunshine Chairperson shall also arrange for the sending of floral tributes or memorial for a deceased member, not to exceed an amount established by the Social Committee annually, forwarding expense for out-of-town services excepted.
(e) The Directory Committee shall keep an accurate record of the resident’s names, addresses, and telephone numbers, and shall prepare an Orange Manor Directory to be made available to all members.
(f) The Chaplin shall be responsible for conducting prayer at all social functions and meetings.
(g) The Newsletter Editor shall prepare a monthly newsletter (November-April) to report events of interest to the residence. The Newsletter shall be known as The Orange Manor Newsletter. Section 5: Clubhouse Activities 
All request for the use of the club room shall be coordinated with the Social Committee Chairperson to insure that there are no conflicting dates as to availability of the room. Users shall leave the premises in a clean and orderly condition.
NEIGHBORHOOD ADVISORY COMMITTEE
The Neighborhood Advisory Committee shall be appointed by the President. Its duties shall be to plan for the growth of the park so that the mobile homeowners’ interests are protected. Management represents that Orange Manor East Mobile Home Park is a park with the age limit of fifty-five (55) years of age or over. Management also represents that the Park has high standards for the upkeep of the mobile homes and mobile home park grounds. The Neighborhood Advisory Committee shall work with Management and mobile homeowners in maintaining these standards.
PARK ANALYSIS COMMITTEE
The Park Analysis Committee shall consist of five (5) embers who shall be appointed by the President of the Board. This Committee shall develop comparative data from other similar parks in the surrounding community or related areas, shall develop information on such topics as amenities, fees, rents and the like. This data and information shall be forwarded to the President of the Board in timely manner for use by the Board.
FINANCE COMMITTEE
The President shall appoint a Finance Committee of not less than three (3) members. The Treasurer shall always be a member of the Finance Committee. The Finance Committee shall prepare an operating plan for all the funds of the Association and make recommendations for the investing of all Association surplus funds. It shall also prepare a budget for presentation to the Board of Directors at their December meeting.
AUDIT COMMITTEE The President shall appoint an Audit Committee who shall audit the books at the close of the fiscal year and give a written report at the next Association meeting.
LEGAL COMMITTEE The President shall appoint a Legal Committee whose duties shall be to ascertain that the Corporation Bylaws and activities conform to the State, County, and IRS rules and laws. They shall also obtain current information concerning information concerning State and County laws and regulations for Mobile parks and tenants. They shall have the advice of legal counsel if needed.

ARTICLE X
Fiscal Policy Funds for this Association shall be principally derived from the payment of annual dues by the owner of each unit in Orange Manor East Mobile Home Park who is a member of the Association. Dues are to be paid to the Treasurer of the Corporation. The Board of Directors shall determine the appropriate dues amount and shall submit their recommendation to the membership for ratification at a regular or special Association meeting. Payment of dues is due no later than February 1st. Additional funds may be derived from projects approved by the Board. These projects must not be in violation of any Federal, State or local law, and shall not jeopardize the exempt statue of the Association. The fiscal year of this Association shall be from February 1st through the last day of January of the next year. If any Association member fails to pay dues or special assessments when due, such failure shall be grounds for terminating that member’s membership and right to vote.

ARTICLE XI     Amending the Bylaws
Section 1: The Bylaws shall be read in whole or part whenever the presiding Officer deems it necessary or on the request of an Association member. A copy of the Bylaws shall be given to each new member when he/she joins the Association. The Secretary shall maintain a current copy of the Bylaws for any member or their representative(s) to examine at a reasonable time or with reasonable notice.
Section 2: The Bylaws may be amended by the suggested amendment being presented to the Board in writing after being signed by at least ten percent (10%) of the membership. The Board shall verify that the suggested amendment is in legal form and not inconsistent with any law or with the Articles of Incorporation using a Bylaws committee and/or legal counsel if necessary. Any proposed amendment shall be presented for vote at an annual or special Association meeting with proper notice which may include posting a copy in the Park Clubhouse and having a copy available with the Secretary’s designee. The Bylaws may be amended, adopted, altered, or rescinded by a majority vote of the members present at a meeting called for such purpose.
Section 3: Changes in the Bylaws or Articles of Incorporation may be initiated by recommendation of the Board of Directors, by a special Constitution and Bylaws Committee, or by a petition of ten percent (10%) of the membership.

ARTICLE XII  Insurance
The Association may obtain Directors and Officers liability insurance and Bonding of the Treasurer. The Association shall maintain adequate insurance to protect the property owned by the Association/Corporation. A copy of the policy (ies) shall be kept by the Secretary or the Secretary’s designee. If insurance policy (ies) is/are required, the Board shall secure it with Association funds.

ARTICLE XIII    Indemnification
The Association shall indemnify any person who was or is a party, or is threatened to be made a party, to any threatened, pending, or completed action, suit or proceeding, whether civil, or criminal, administrative, or investigative (other than action by, or in the right of, the Association), by reason of the fact that he is or was a director, officer, employee or agent of the Association or is or was serving at the request of the Association as a director, officer, employee or agent of another Association or is or was serving at the request of the Association as a director, officer, employee, or agent of another corporation, partnership, joint venture, trust, or other enterprise against expense (including attorneys’ fees) judgement, fines, and amounts paid in settlement actually and reasonably incurred by him in connection with such action, suit, or proceeding, including any appeal thereof, if he acted in good faith and in a manner he reasonable believed to be in, or not opposed to, the best interests of the Association, and with respect to any criminal action or proceeding by judgment, order, settlement, or conviction or conduct was unlawful. The termination of any action, suit, or proceeding by judgment, order, settlement, or conviction or upon a plea of nolo contendere or its equivalent shall not, of itself, create a presumption that the person did not act in good faith and in a manner which he reasonable believed to be in, or not opposed to, the best interests of the Association or, with respect to any criminal action or proceeding, had reasonable cause to believe that his conduct was unlawful. The Corporation shall indemnify any person who was or is a party, or is threatened to be made a party, or any threatened, pending, or contemplated action or suite by or in the right of the Association to procure a judgment in its favor by reason of the Association as a director, officer, employee, or agent of the Association or is or was serving at the request of the Association as a director, officer, employee, or agent of the Association or is or was serving at the request of the enterprise, against expenses (including attorneys’ fees) actually and reasonable incurred by him in connection with the defense or settlement of such action or suit, including any appeal thereof, if he acted in good faith and in a manner he reasonably believed to be in or not opposed to, the best interests of the Association, except that no indemnification shall be made in respect of any claim, issue, or matter as to which such person shall have been adjudged to be liable for negligence or misconduct in the performance of his duty to the Association unless, and only to the extent that, the Court in which such action or suit was brought shall determine upon application that, despite the adjudication of liability but in view of all circumstances of the case, such person is fairly and reasonably entitled to indemnity for such expenses which such court shall deem proper. To the extent that a director, officer, employee, or agent of a corporation has been successful on the merits or otherwise in defense of any action, suit, or proceeding referred to in the proceeding paragraphs, or in defense of any claim, issue, or matter therein, he shall be indemnified against expenses (including attorneys’ fees) actually and reasonably incurred by him in connection therewith.

ARTICLE XIV Security Lights
An annual assessment for Security Lights (overhead lights) shall be payable to the Orange Manor East Mobile Home Park Association Security Light Account. The annual assessment per unit shall be based upon the Tampa Electric Company’s (TECO) charges for service incurred in the previous twelve (12) month period ending October 31st. The Board of Directors shall consult with the Treasurer and take into consideration the Treasurer’s recommendation for assessment changes based on surplus or loss of total income accrued in the previous year and any anticipated rate increase when determining the assessment fee per unit for the coming year. The Treasurer, after assessments are collected, recorded, and deposited, shall at the Treasurer’s discretion either prepare a monthly check to TECO or arrange for automatic debit to the OME Security Light Account in the amount necessary to pay for the overhead safety light service. February 1st is the deadline for payment each year. Late payment shall incur an additional charge in an amount determined by the Board. The current annual assessment fee and late payment penalty fee structure will be posted in the Clubhouse. The Board shall be empowered to seek legal remedy to collect delinquent assessments. The Treasurer may invest in a certificate of deposit(s) (CD) in an amount approximately equaling TECO’s accrued service cost for the previous twelve (12) month period ending October 31st. The Treasurer periodically upon maturity of the CD may take any interest earned and deposit same in the regular Security Light Account to be used in the current year to defray the cost of service to mobile home unit owners.

ARTICLE XV Contingent Beneficiaries
In the event of dissolution of the Association its assets shall be assigned as follows:
(a) All liabilities shall be paid, discharged and or adequate provision made therefore; and
(b) All remaining assets shall be equally and evenly divided between selected charities.

These Bylaws are hereby amended to include F.S.723 in its entirety. In the event any section of these Bylaws conflict with F.S. 723, F.S.723 shall govern.
• Bylaws of Orange Manor East Mobile Home Owner’s Association, Inc. consisting of ten (10) pages amended February 17,2004.
• Revised February 2005: Addition of Article VIII, Section 5c “Subsidiaries”.
• Bylaws of Orange Manor East Mobile Home Owner’s Association, Inc. consisting of eight (8) pages updated March 7,2006 upon review and recommendation of Council, Joel Sherman, PA.
• Bylaws of Orange Manor Mobile Home Owner’s Association, Inc. consisting of ten (10) pages dated January 19,2010