FOR OWNERS REFERENCE ONLY

PLEASE REFER TO OFFICIAL DOCUMENTS

Record Book 1714 Pages 440 – 447 and Amendments as noted

Proposed Bylaws

Mayan Towers Condominium 1, Inc.

A corporation not for profit

Under the laws of the State of Florida

IDENTITY

1.  These are the Bylaws of MAYAN TOWERS CONDOMINIUM 1, INC., called Association in these Bylaws, a corporation not for profit under the laws of the State of Florida, the Articles of Incorporation of which were filed in the office of the Secretary of State on April 7th, 1969. The Association has been organized for the purpose of administering a condominium pursuant to Chapter 711, Florida Statutes 1967, called the Condominium Act in these Bylaws, which condominium is identified by the name MAYAN TOWERS CONDOMINIUM 1 and is located upon the following lands in Palm Beach County, Florida.

A parcel of land in a portion of Lots 618 and 619, according to the plat of PALM BEACH SHORES, as recorded in Plat Book 23, Page 31, in and for the records of Palm Beach County, Florida; being more particularly described as follows:

Beginning at the Southwest corner of Lot 618; thence run N 7° 20’ 20” W (The South line of Lot 618 is assumed to bear East-West and all other bearings are relative thereto) along the West line of said Lots 618 and 619 and Easterly Right of Way line of Ocean Ave., as now laid out and in use; a distance of 131.07 feet to a point; thence run East a distance of 12.42 feet to a point; thence run North a distance of 20.00 feet to a point in the North line of said Lot 619, being 15.00 feet East of the Northwest corner of said Lot 619; thence run East along the North line of Lot 619 a distance of 306.00 feet to a point; thence run South a distance of 33.00 feet to a point’ thence run East a distance of 54.00 feet to a point; thence run South a distance of 117.00 feet to a point in the South line of said Lot 618; thence run West along the South line of said Lot 618 a distance of 355.68 feet to the Southwest corner of said Lot 618 and the Point of Beginning of the herein described parcel.

AMENDED 1-17-1978 - #78-45522 Record Book 2832 Page 1661, 1656

Beginning at a point in the North line and 321 feet East of the Northwest corner of said Lot 619 thence run East; (the north line of Lot 619 is assumed to bear East-West and all other bearings are relative thereto) along the North line of said Lot 619 and its Easterly extension thereof a distance of 230 feet more or less to the high water line of the Atlantic Ocean; thence meander Southeasterly along said high water line a distance of 150 feet more or less to the point of intersection with the easterly extension of the South line of said Lot 618; thence run West along the South line of Lot 618 and its easterly extension thereof a distance of 195.00 feet, more or less, to a point being 355.68 feet East of the Southwest corner of said Lot 618; thence run North a distance of 117 feet to a point; thence run West a distance of 54.00 feet to a point; thence run North a distance of 33.00 feet to the Point of Beginning of the herein described parcel;

Together with all improvements constructed thereon including swimming pool, sauna baths, pool equipment room, mens’ and ladies’ lavatories and washrooms, dressing rooms, showers; and that portion of the drainage disposal system installed underground through the demised premises running from the Condominium.

2.  The office of the Association shall be at 125 S. Ocean Avenue, Palm Beach Shores, FL 33404.

3.  The fiscal year of the Association shall be the calendar year.

AMENDED 2-14-1977 - #27277 Record Book 2649 Page 894

The fiscal year of the Association shall begin April 1 and end March 31 of each year.

3.  AMENDED 9-10-2003 - Record Book 15839 Page 1691

The fiscal year of the Association shall be the calendar year or such other twelve month period as the Board may designate.

4.  The seal of the corporation shall bear the name of the corporation, the word “Florida”, the words “Corporation not for profit” and the year of incorporation.

MEMBERS’ MEETINGS

5.  The annual members’ meeting shall be held at the office of the corporation at 8:00 o’clock P.M. on the second Monday in (blank) of each year for the purpose of electing directors and transacting any other business authorized to be transacted by the members; provided, however, if that day is a legal holiday, the meeting shall be held at the same hour on the next day that is not a holiday.

6.  Special members’ meetings shall be held whenever called by the President or Vice President or by a majority of the board of directors, and must be called by such officers upon receipt of a written request from members entitled to cast one-third of the votes of the entire membership.

7.  Notice of all members’ meetings stating the time and place and the objects for which the meeting is called shall be given by the President or Vice President or Secretary unless waived in writing. Such notice shall be in writing to each member at his address as it appears on the books of the Association and shall be mailed not less than ten (10 ) days not more than sixty (60) days prior to the date of the meeting. Proof of such mailing shall be given by the affidavit of the person giving the notice. Notice of meeting may be waived before or after meetings.

8.  A quorum at members’ meetings shall consist of persons entitled to cast a majority of the votes of the entire membership. The acts approved by a majority of the votes present at a meeting at which a quorum by a greater number of members is required by the declaration of condominium, the Articles of Incorporation or these Bylaws.

9.  Voting. In any meeting of members the owners of apartments shall each be entitled to cast one vote unless the decision to be made is elsewhere required to be determined in another manner. If an apartment is owned by one person his right to vote shall be established by the record title to his apartment. If an apartment is owned by more than one person, or is under lease, the person entitled to cast the vote for the apartment shall be designated by a certificate signed by all of the record owners of the apartment and filed with the Secretary of the Association. If an apartment is owned by a corporation, the person entitled to cast the vote for the apartment shall be designated by a certificate signed by the president or vice president and attested by the secretary or assistant secretary of the corporation and filed with the Secretary of the Association. Such certificates shall be valid until revoked or until superseded by a subsequent certificate or until a change in the ownership of the apartment concerned. A certificate designating the person entitled to cast the vote of an apartment may be revoked by any owner of an apartment. If such a certificate is not on file, the vote of such owners shall not be considered in determining the requirement for a quorum nor for any other purpose.

10. Proxies. Votes may be cast in person or by proxy. A proxy may be made by any person entitled to vote and shall be valid only for the particular meeting designated in the proxy and must be filed with the Secretary before the appointed time of the meeting of any adjournment of the meeting.

11. Adjourned meetings. If any meeting of members cannot be organized because a quorum has not attended, the members who are present, either in person or proxy, may adjourn the meeting from time to time until a quorum is present.

12. The order of business at annual members’ meetings and as far as practical at other members’ meetings, shall be:

  1. Election of chairman of the meeting
  2. Calling of the roll and certifying the proxies
  3. Proof of notice of meeting or waiver of notice
  4. Reading and disposal of any unapproved minutes
  5. Reports of officers
  6. Reports of committees
  7. Election of inspectors of election
  8. Election of directors
  9. Unfinished business
  10. New business
  11. Adjournment

13. Proviso. Provided, however that until the Developer of the condominium has completed all of the contemplated improvements and closed the sales of all of the apartments of the condominium, or until January 1, 1970, or until the Developer elects to terminate its control of the condominium, whichever shall first occur, the proceedings of all meetings of members of the Association shall have no effect unless approved by the board of directors.

DIRECTORS

14. Membership. The affairs of the Association shall be managed by a board of not less than three nor more than 11 directors, the exact number to be determined at the time of election.

14. AMENDED 9-10-2003 - Record Book 15839 Page 1691

Membership. The affairs of the Association shall be managed by a board of seven (7) directors.

15. Election of directors shall be conducted in the following manner:

  1. Election of directors shall be held at the annual members’ meeting.
  2. A nominating committee of five (5) members shall be appointed by the board of directors not less than 30 days prior to the annual members’ meeting. The committee shall nominate one person for each director then serving. Nominations for additional directorships created at the meeting shall be made from the floor, and other nominations may be made from the floor.
  3. The election shall be by ballot (unless dispensed by unanimous consent) and by a plurality of the votes cast, each person voting being entitled to cast his votes for each of as many nominees as there are vacancies to be filled. There shall be no cumulative voting.
  4. Except as to vacancies provided by removal of directors by members, vacancies in the board of directors occurring between annual meetings of members shall be filled by the remaining directors.
  5. Any director may be removed by concurrence of two-thirds of the votes of the entire membership at a special meeting of the members called for that purpose. The vacancy in the board of directors so created shall be filled by the members of the Association at the same meeting.
  6. Provided, however, that until the Developer of the condominium has completed all of the contemplated improvements and closed the sales of all of the apartments of the condominium, or until January 1, 1970, or until Developer elects to terminate its control of the condominium, whichever shall first occur, the first directors of the Association shall serve, and in the event of vacancies the remaining directors shall fill the vacancies, and if there are no remaining directors the vacancies shall be filled by the Developer.
  7. ADDED/AMENDED 6-14-1976 - #63865 Record Book 2550 Page 1793 At the annual meeting to be held in the year 1977, nine members of the Board of Directors are to be elected. Immediately after the election, and during the meeting, the Secretary of the Association, or any other officer designated by the President, shall, by lot, select five members of the newly elected Board to serve for a two year term and the remaining four shall serve for a one year term.

g. AMENDED 9-10-2003 - Record Book 15839 Page 1692

All Directors shall be elected for a two (2) year term. Four (4) Directors shall be elected during odd-numbered years and three (3) Directors shall be elected during even numbered years. Thereafter, all Directors shall be elected for a two year term, so that on odd-numbered years five new Directors shall be elected, and on ever-numbered years four new Directors shall be elected. Should any vacancy occur on the Board of Directors, due to resignation, removal, death or otherwise, said vacancy shall be filled by the remaining members of the Board for the remainder of the term of that particular vacancy.

16. The term of each director’s service shall extend until the next annual meeting of the members and subsequently until his successor is duly elected and qualified or until he is removed in the manner elsewhere provided.

17. The organization meeting of a newly-elected board of directors shall be held within ten (10) days of their election at such place and time as shal be fixed by the directors at the meeting at which they were elected, and no further notice of the organization meeting shall be necessary.

18. Regular meetings of the board of directors may be held at such time and place as shall be determined, from time to time, by a majority of the directors. Notice of regular meetings shall be given to each director, personally or by mail, telephone or telegraph, at least three days prior to the day named for such meeting.

19. Special meetings of the directors may be called by the President and must be called by the Secretary at the written request of one-third of the directors. Not less than three days’ notice of the meeting shall be given personally or by mail, telephone or telegraph, which notice shall state the time, place and purpose of the meeting.

20. Waiver of notice. Any director may waive notice of a meeting before or after the meeting and such waiver shall be deemed equivalent to the giving of notice.

21. A quorum at directors’ meeting shall consist of a majority of the entire board of directors. The acts approved by a majority of those present at a meeting at which a quorum is present shall constitute the acts of the board of directors, except when approval by a greater number of directors is required by the Declaration of Condominium, the Articles of Incorporation or these Bylaws.

ADDED/AMENDED 6-14-1976 - #63866 Record Book 2550 Page 1795

a.  Any action required or permitted to be taken by the Board or any Committee thereof may be taken without a meeting if a majority of the Board or the Committee consent in writing to the adoption of a resolution authorizing such action. The resolution or written consent thereto by the members of the Board or Committee shall be filed with the minutes of the proceedings of the Board or Committee.