Bylaws

BYLAWS OF BRICKELL HOMEOWNERS ASSOCIATION, INC.

(a Florida Corporation, not for profit)

ARTICLE I – NAME AND AREA

1.1 Name. The name of this corporation not for profit shall be Brickell Homeowners Association, Inc.

1.2. Area Defined. The area on or about Brickell Avenue, Miami, Florida, beginning at or around the Miami River, including Claughton Island (Brickell Key), and extending South to 26th Road, from Biscayne Bay to SW 3rd Avenue, including any and all residential buildings on those roads, and any other residential building or buildings adjacent to, abutting, or within a reasonable distance from Brickell Avenue.

ARTICLE II – PURPOSE AND OBJECT

2.1 General Purpose. The general purpose of Brickell Homeowners Association, Inc., is to promote the social and physical welfare and defend, advance, and promote the interest, common good, and general welfare of the community, specifically within the area defined in Paragraph 1.2 above, with respect to all problems and concerns of a common nature.

2.2 Specific Purpose. The specific matters of interest to Brickell Homeowners Association, Inc., include, but are not limited to traffic and traffic control, crime control, zoning, land use, beautification, noise, trash and litter, water quality, television, utilities and radio reception, cable and/or satellite television, street vendors, and other matters as they arise.

2.3 Alliances. In order to further the goals, purposes, and objects of Brickell Homeowners Association, Inc., it is contemplated that the corporation may join or ally with certain other organizations with similar goals.

ARTICLE III – FORM OF ORGANIZATION

3.1 Basis. Brickell Homeowners Association, Inc., is a Corporation-Not-For-Profit organized pursuant to Chapter 617 Florida Statutes upon a non-stock basis and shall not issue shares of stock. Membership of such corporation may be evidenced by a certificate of membership, which shall state prominently upon the face, that Brickell Homeowners Association, Inc., is a Corporation-Not-For-Profit. No part of any income shall be for officers. No dividends shall be paid nor distributed to its members, directors, or officers.

3.2. Seal. The Brickell Homeowners Association, Inc., shall have a corporate seal, inscribed thereon shall be the name of the Corporation, the year of its organization and the words “seal Florida”.

ARTICLE IV – MEMBERSHIP

4.1. Eligibility. Each Condominium association in the area defined in Paragraph 1.2 is eligible for membership. Businesses, organizations or individuals within the defined area or with interests in the area are eligible to be non-voting Associate Members.

4.2. Qualification. To become a member or Associate Member, an eligible association must complete a membership application designated by the Board of Directors of Brickell Homeowners Association, Inc., and submit it to the corporate Secretary. The membership application shall include the name of the member association representative, and an alternate representative. It is contemplated that the member association representative will be the President, Vice President, or other officer of the member association.

4.3. Voting Power. Each member association shall have one vote, which shall be voted by the member association representative, or in his or her absence, by the alternate representative.

4.4 Responsibilities of Member Associations. Member associations shall undertake any and all reasonable requests of Brickell Homeowners Association, Inc., and shall provide timely notice of any change in its representative or alternate representative.

4.5 Responsibilities of Brickell Homeowners Association, Inc. Brickell Homeowners Association, Inc., shall give timely notice of meetings to member associations through the association representative or alternative representative. All decisions and resolutions of Brickell Homeowners Association, Inc., shall be timely provided to each member association, and each member association shall be afforded sufficient, reasonable time in order to come to a determination regarding any matter of interest or concern to Brickell Homeowners Association, Inc., and the other members thereof.

ARTICLE V – REPRESENTATIVES AND ALTERNATE

5.1 Representative Qualifications. To serve as a representative or alternate representative of a member association, an individual must own a residential unit in his or her respective building. If the owner of the residential unit is a corporation, any officer thereof may serve as a representative or alternate representative.

5.2 Term of Office. Each member association representative and alternate representative shall be appointed by the Board of Directors of their respective association, and shall serve at the pleasure of their association or for a term to be decided by each respective association. If a member association representative or alternate representative resigns, is no longer qualified, is removed, or ceases to act, the member association shall elect a replacement to complete the remaining term.

5.3. Representatives. The alternate representative may attend any and all Board of Directors meetings of Brickell Homeowners Association, Inc., however, only the member association representative shall be allowed to vote. If the member association representative is unable to attend any given Board of Directors meeting of the Brickell Homeowners Association, Inc., the alternate representative is authorized to cast a vote for his or her member association.

ARTICLE VI – BOARD OF DIRECTORS

6.1. Function. All corporate powers shall be exercised by or under the authority of, and all business and affairs of Brickell Homeowners Association, Inc., shall be managed under the direction of the Board of Directors.

6.2 Qualifications. Directors shall be the representatives of the member associations of Brickell Homeowners Association, Inc. The alternate representative may replace the representative from his or her member association in the representative’s absence and shall serve as a director at such meeting.

6.3 Number. The Board of Directors shall consist of the same number of directors as member associations. In no instance shall the Board consist of fewer than three (3) persons.

6.4 Duties of Directors. Each Director shall perform his or her duties as a Director, including duties as a member of any committee upon which the Director may serve, and shall execute his or her duties as an officer in good faith and in a manner consistent with the best interest of Brickell Homeowners Association, Inc. and with such care as an ordinarily prudent person in a like position would use under similar circumstances. The provisions of this paragraph apply also to any alternate representative acting as a Director.

6.5 Executive Committee. The Board of Directors, may by resolution passed by a majority of the whole Board, designate an Executive Committee consisting of two or more of the directors of the corporation. When the Board of Directors is not in session, the Executive Committee shall have and may exercise the powers of the Board of Directors in the management of the business and affairs of the corporation, and may authorize the seal of the corporation to be affixed to all papers which may require it.

6.6 Removal. Directors may be removed for cause by two-thirds (2/3) vote, excluding the subject of the vote, of the Board of Directors. Cause shall include, but is not limited to, failure to perform duties of a director as contemplated in Paragraph 6.4 above.

6.7. Indemnification. Each person, including their heirs and executor, administrator, or estate of any such person who is or was:

(1) a director, officer, representative, or alternate representative of Brickell Homeowners Association, Inc., or;

(2) an agent or employee of Brickell Homeowners Association, Inc., in some other capacity, and who the corporation has agreed to grant such indemnity; shall be indemnified by Brickell Homeowners Association, Inc., as of right to the fullest extent permitted or authorized by current or future legislation or judicial or administrative decision against fine, liability, cost or expense, including attorney’s fees asserted against or incurred by him or her in that person’s capacity as such director or officer, representative, alternate representative, agent, and/or employee. The foregoing right of indemnification shall not be exclusive of other rights to which those seeking an indemnification may be entitled.

ARTICLE VII – BOARD OF DIRECTORS’ MEETINGS

7.1. Meetings and Place of Meeting. Meetings shall be held at the time and place designated by the President unless the majority of the Board designates an alternative time and/or place. The President shall designate a meeting when the Executive Committee deems such meeting to be necessary, but in no event shall there be less than one meeting per year, pursuant to paragraph 7.2 herein.

7.2. Annual Meeting. In no event shall the Directors meet less than once per year. The Board shall hold its annual meeting in the first quarter of each year, for the purpose of electing officers and conducting other normal business of Brickell Homeowners Association, Inc.

7.3. Special Meetings. Special Meetings of the Board of Directors may be held at the direction of the Executive Committee or at the request of a majority of the directors, for the transaction of any business necessary or advisable.

7.4. Notice. All meetings shall require notice. Notice may be given in writing, in person, or by telephone, and shall include the time and place of such meeting. Notice shall be given at least one week in advance of such meeting, unless due to an emergency or other unusual circumstance. In any event, notice of Directors’ Meetings shall be reasonably given to all member associations.

7.5. Quorum, Voting, Proxies, and Procedures. The Directors/Alternates present shall constitute a quorum. Each director shall have one vote. Directors may not vote by proxy, but an alternate representative may vote in a representative/director’s absence. If a quorum is present, the affirmative vote of the majority of the Directors present shall be the act of the Board. The Board of Directors may make such rules and regulations covering its meetings as it may in its discretion, deem necessary.

7.6. Action by Directors Without Meeting. Any action required by law, these Bylaws or the Articles of Incorporation of Brickell Homeowners Association, Inc., or which may be taken at a meeting of the Directors or the Executive Committee, may be taken without a meeting if a consent in writing setting forth the action to be taken, signed by the representative or alternate representative of each member of the committee is filed in the Minutes of the proceedings of the Board or the Executive Committee. Such consent shall have the same effect as unanimous vote.

ARTICLE VIII – OFFICERS AND EXECUTIVE COMMITTEE

8.1. Officers. The officers of the Board shall be the President, Vice President, Treasurer, Secretary,and up to three Members at Large.

8.2. Executive Committee. The executive direction of the Board shall be vested in an Executive Committee which shall consist of the officers of the Board.

8.3. Nomination of Officers. Every two years the Executive Committee shall appoint a Nominations Subcommittee, which shall nominate members of the Board for the positions of Officers of the Board. These nominations shall be presented in first regular quarter of the calendar year of the Board and shall be listed in the next meeting notice (See 7.4). Other nominations from the floor at the meeting for these positions are acceptable.

8.4. Election of Officers. The Board shall elect the Officers at the next annual meeting by majority vote of those members present at the annual meeting. The term of office shall be for two years beginning immediately following the annual meeting. Officers are eligible for not more than three consecutive terms in one office. Fulfilling an unexpired term shall not effect the eligibility requirements.

8.5. Duties. Each officer shall perform the usual and customary duties of his or her office as well as any special duties designated by the Board of Directors, the Executive Committee or any other committee.

8.6. The-President. The President shall be the Chief Executive Officer of Brickell Homeowners Association, Inc., He or she shall preside at all meetings of the Directors; and shall have general and active management of the business of Brickell Homeowners Association, Inc. The President shall see that all orders and resolutions of the Board are carried into effect and shall execute all contracts requiring the corporate seal, and when authorized by the Board, affix the same to any instrument requiring it. When so affixed, it shall be attested by the signature of the Secretary. In addition, The President shall have the duty of calling meetings of the Board of Directors. The President shall be ex officio a member of all Standing Committees, and shall have the general powers and duties of supervision in management usually vested in the office of President of a corporation.

8.7. The Vice-President. The Vice President shall, in the absence or disability of the President, perform the duties and exercise the powers of the President, and shall perform such other duties as the Board of Directors shall prescribe.

8.8 The Secretary. The Secretary shall attend all sessions of the Board and all meetings of the Executive Committee and shall record all votes and the minutes of all proceedings in a book to be kept for that purpose; and shall perform light duties for the Standing Committees if and when required. The Secretary shall give or cause to be given notice of all meetings of the members of the Board of Directors and shall perform such other duties as may be prescribed by the Board of Directors or the President, under whose supervision the Secretary shall act.

8.9 The Treasurer. The Treasurer shall have the custody of the corporate funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the corporation, and shall deposit all monies and other valuable assets in the name and to the credit of the corporation in such depositories as may be designated by the Board of Directors. The Treasurer shall disburse the funds of the Corporation as may be ordered by the President as authorized by the Board, taking proper vouchers for such disbursements and shall render to the President and Directors at the regular meetings of the Board or whenever they may require it, an account of all the transactions undertaken by the Treasurer and of the financial condition of the Corporation.

8.10. The Members at Large. The Members at Large shall undertake any and all duties designated by the President including day to day management of the Brickell Homeowners Association, Inc. In the event of the absence of another member of the Executive Committee, the is Members at Large are authorized to undertake those activities except in the case of the absence of the President.

8. 11 A General Counsel position may be appointed by the Executive Committee to serve in an advisory capacity to the Executive Committee and the Board of Directors.

8.11. Voting. Matters submitted to the Executive Committee for a vote shall be carried by a simple majority vote of the Executive Committee. In the event of a tie, the matter shall be submitted for a vote of the entire Board of Directors. In such instance, a majority vote shall carry the matter.

ARTICLE IX – FINANCES

9.1. Dues. Dues may be assessed from time to time as determined by the Board of Directors.

9.2 Investments. All corporate funds shall be deposited or invested in the most prudent manner advisable under the circumstances as determined from time to time by the Board of Directors.

9.3. Professional Fees. Fees for professional services, such as accountant services and/or legal services, etc. shall be authorized by the Board of Directors as circumstances require.

9.4. Bank or other Depository. The Board of Directors shall choose the Bank(s) or other Depository(s) in which corporate funds shall be deposited. Said Bank or Depository shall be federally insured. All checks shall require the signature of the treasurer and one other member of the Executive Committee unless circumstances prohibits the treasurer from signing, in which case the signature of two members of the Executive Committee shall be required.

9.5. Books and Records. Accurate books and records of all funds, income, expenses, minutes of the Board of Directors’ meetings, and Executive Committee meetings shall be maintained.

9.6 Finances. An annual examination audit shall be performed.

9.7. Annual Statement. An Annual Statement shall be prepared by the Executive Committee, a copy of which shall be provided to each Director, the original of which shall be entered into the Books and Records of Brickell Homeowners Association, Inc. The Annual Statement shall describe the nature of the business and the condition of the Brickell Homeowners Association, Inc.

9.8. Fiscal Year. The fiscal year of Brickell Homeowners Association, Inc. shall end on December 31.

ARTICLE X – MISCELLANEOUS

10.1. Amendments. These Bylaws may altered, repealed, added to or amended by a vote of two-thirds (2/3) of all of the Board of Directors of Brickell Homeowners Association, Inc. Any such Bylaw changes shall be in writing and submitted to the Board of Directors with the notice of the meeting.

10.2. Applicable Law. These Bylaws are to be construed under the laws of the State of Florida and, to the extent that they do or may conflict with any such law, are unenforceable.

10.3. Robert’s Rule of Order shall govern the conduct of the Board of Directors meeting.

10.4. Adoption of Bylaws. These Bylaws of the Brickell Homeowners Association, Inc., were duly adopted by the Board of Directors at its meeting of the 10th day of May, 1990.

BY: T. Sinclair (Tory) Jacobs, President

Veena Panjabi, Secretary