BY-LAWS OF THE

FLANDERS AIRFIELD EASEMENT HOLDERS

PROPERTY OWNERS ASSOCIATION, INC.
(A corporation not for profit under the laws of the State of Florida)
ARTICLE I IDENTITY
A. Name - The name of the Association is the Flanders Airfield Easement Holders Property
Owners Association, Inc., hereinafter called the Association.
B. The Associations initial office shall be located at __________________. Thereafter the
Association may maintain an office anywhere within the State of Florida.
C. The Associations business year shall be concurrent with the calendar year.
ARTICLE II PURPOSES
The Association is formed for the purpose of enhancing and protecting the value, attractiveness,
and desirability of the lots or tracts having easements to the airstrip located within the
community known as Flanders Field. Further, the Association is formed to address the
maintenance and upkeep of the Flanders Field airstrip. When appearing in this document the
terms airstrip and airfield shall be considered to be interchangeable.
As declared in the Declaration of Protective Covenants and Deed Restrictions filed at Polk
County Docket 3477 Page 0540 the owner of each property referenced therein, or the owner of
any existing part thereof, is a member of the Association. Further, owners of the property
referenced in the Easement and Airstrip Use Agreement filed at Polk County Docket 2952 Page
0519 are entitled to membership in the association and are herewith so recognized..
For each of the properties covered by these documents, membership in the Association
commenced on May 20, 2014, concurrent with the date upon which the certified articles of
incorporation were filed with the State of Florida. It is also understood that, irrespective of the
total number of owners of any of the applicable lots, all lots shall be entitled to no more than a
single vote on matters that may come before the Association. As used herein Conditions and
Easements are called the Declaration. The Association is responsible for collecting annual
maintenance fees, dues, assessments, expenses and similar for the operation, preservation and
upkeep of the airstrip.
The Association shall carry out and accomplish the purposes set forth herein and in the
Declaration for the management and maintenance of the airstrip.
ARTICLE III MEMBERSHIP AND VOTING
A. Membership and voting - Qualification of members, admission to membership, and
termination of membership shall be determined as set forth in the Declaration, these By-Laws,
and the Articles of Incorporation.
B. Quorum - At meetings or any other forum through which business of the Association is to be
conducted the presence, in person or by proxy, of Fifty One Percent (51%) of the members in
good standing shall constitute a quorum.
C. Proxies - Votes may be cast in person or by proxy. A proxy shall be good only for the
particular meeting for which it is issued and must be filed with the Secretary before the
appointed starting time of the meeting. Every proxy shall be revocable at any time by the person
executing it.
D. Members (Lot) in good standing A member (lot) shall be considered to be in good standing
when all dues, fees, expenses, assessments or similar have been paid. During any period in

which a member (lot) shall be in default of the payment of any dues, fees, expenses,
assessments, or similar billed by the Association, the voting rights of such member (lot) will be
suspended until all such outstanding amounts are brought current.
E. Annual Dues Each year annual dues will be established by the Board of Directors based
upon known and projected costs. Dues are payable in one payment unless otherwise authorized
in advance by the Board of Directors.
F. Nonpayment of Dues/Fees/Expenses/Assessments or Similar - In the event a lot owner fails
to pay any billed amount within thirty (30) days of receiving an invoice the Treasurer will make
reasonable effort to communicate with that lot owner in an effort to secure immediate payment,
keeping the Board of Directors informed in good time. Appropriate interest and collection fees
may be charged on any such delinquent account. Additionally, failure to maintain a current
account will disqualify a lot and its owners from membership in good standing for the entire time
during which any outstanding amounts remain unpaid. Should a lot owner fall behind in
payments for three (3) months or more the Board of Directors will initiate appropriate legal
action to attach a lien on property possessed by that owner in Flanders Field.
Should that owner continue to be in arrears for twelve (12) months the Board of Directors shall
take all measures within the full extent of the law to recover all owed monies plus appropriate
interest and related expenses.
The Board of Directors may delay implementation of any of the above steps if it determines, in
its discretion, that an unusual hardship exists or if a payment plan, acceptable to the Board, is
presented by the lot owner.
If a violation for non-payment of Dues, Fees, Expenses, Assessments or similar exists, and a
Contract of Sale of the subject property has been executed, then the Board of Directors is
empowered to seek appropriate liens immediately.
Subject to prior approval of the Board of Directors, dues, fees, expenses, assessments or
similar may, on occasion, be paid by conveyance of comparable goods or services to the
Association.
ARTICLE IV ANNUAL AND SPECIAL MEETINGS OF THE MEMBERS
A. Annual Members Meeting - The Associations first Annual Members Meeting shall be held
during the first quarter of the calendar year and shall take place in Polk County, Florida for the
purpose of conducting the business of the Association. Thereafter the Annual Members Meeting
shall be held during the month of January.
B. Special Meetings - Special Members Meetings may be held whenever called by the President
or Vice-President upon written request from at least 20% of the Members in good standing.
C. Notice - Written notice of the annual Members Meeting and any special meetings stating the
time, place, and the purpose(s) for which the Members Meeting is called shall be given by the
President, Vice-President, or Secretary to each member at such address as appears on the
books of the Association, and shall be mailed not less than fourteen (14) days nor more than
sixty (60) days prior to the date of the Members Meeting. Proof of such mailing shall be given by
affidavit of the person giving such notice. The notice of the Annual Members Meeting shall be
accompanied by:
1. A copy of the minutes of any preceding Members Meeting not previously approved;
2. Copies of the year end financial statement or balance sheet or bank statements
(un-audited) for the preceding calendar year; and
3. A copy of the budget adopted by the Board for the current year.
D. Voting - Votes shall be cast by Members in good standing as stated in the Declaration, the
Articles of Incorporation, and in Article III above.
E. Adjourned Meeting - If any Members Meeting is convened but cannot be officially called to
order because a quorum of members in good standing is not present, those present shall

adjourn until a quorum is present and shall give notice of the adjournment and the date, time,
and place of the rescheduled meeting. Such notice shall be given personally, by mail,
telephone, email, fax, or telegram at least three (3) days prior to the day of the rescheduled
continuation. Fourteen-day (14) notice is not required in this instance.
ARTICLE V BOARD OF DIRECTORS
A. The first Board of Directors shall consist of the three persons named in the Articles of
Incorporation. Their term shall run through the end of the Associations first year at which time
elections will be held. The original directors shall be eligible for re-election.
B. Composition of the Board of Directors After the Associations first year the Board of
Directors shall consist of no fewer than three (3) and no more than five (5) persons, each of
whom shall be Members in good standing. No Director has the right to appoint or substitute a
replacement Director for himself or herself.
C. Election of Directors - Candidates wishing to be considered for election shall have their name
included with the notice of the annual Members Meeting. Each property owner in good standing
shall have one vote for each Directors position to be filled.
1. During the Associations first election, the three candidates receiving the most ballots
shall be elected for two-year terms. If there are sufficient candidates to fill the two
remaining directors positions (the fourth and fifth) those candidates shall each serve for
initial terms of one year.
2. All subsequent terms shall be two (2) years.
D. Filing Deadline Thirty (30) days prior to mailing the notice to Members of the annual
Members Meeting any candidate wishing to be considered for election as a director must file a
written request with the Board of Directors to have their name placed on the ballot There will
also be space on the ballot for write in candidates. No nominations for directors will be permitted
from the floor of the meeting.
E. Term Limitation - Any Member elected as a Director shall be limited to two (2) full,
consecutive terms in office. Members who have served as Directors, may again stand for
election after two (2) years have passed since their most recent term of office.
F. Vacancies - Any vacancy on the Board may be filled until the date of the next Annual
Members Meeting by the affirmative vote of the majority of remaining directors.
G. Removal of Directors - A Special Members Meeting to remove a director or directors of the
Board may be proposed by a minimum of twenty (20%) of the members in good standing,
whether meeting as members or by proxy. All the Directors may not be removed as a group.
Each Director must be the object of a separate petition and separate voting.
At any Annual Members Meeting or Special Members Meeting, any one or more directors may
be removed by a majority vote of the members in good standing. A successor director may
thereafter be elected to fill the vacancy by a majority vote of the members in good standing in
attendance at the meeting in person or by proxy. Any director whose removal has been
proposed shall be given the opportunity to speak at the meeting.
No officer or director of the Association may continue to hold office if he or she is delinquent in
excess of forty five (45) days in the payment of his or her Dues/Fees/Expenses/Assessments or
he or she brings an action as an officer or director in any court against the Association unless
such action is specifically authorized for a director or officer by law.
H. Board Meetings - The organizational meeting of a Board in which there are newly elected
directors shall be held within ten (10) days following the Annual Members Meeting or the Special

Members Meeting at which such new director or directors were elected. The time and place of
such organizational meeting shall be fixed by the Board at the meeting at which the new
directors were elected, and no further notice of the organizational meeting shall be necessary
provided a quorum shall be present. The outgoing president of the Board shall preside over the
organizational meeting until the new executive officers are elected.
Regular and special Board meetings may be held from time to time as agreed upon by a
majority of the Directors. Notice of the date, time, and place shall be given personally, by mail,
telephone, email, fax, or telegram to each director at least three (3) days prior to the day of the
meeting. The President may call a Special Meeting with at least two fifths (2/5) of the votes of
the Board.
I. Quorum - A majority of the Board members shall constitute a quorum and acts of the Board
approved by a majority of the directors present shall constitute acts of the Board.
J. Powers and Duties of the Board - All the powers and duties of the Association shall be
exercised by the Board, including those existing under common law and those statutory powers
of a corporation not for profit and not in conflict with the Articles of Incorporation, these By-Laws,
and the Declaration of Restrictive Covenants, Conditions, and Easements. The Board shall:
1. Acquire, operate, and manage property, real and personal, as may be necessary
or convenient in the operation and management of the Association as set forth in
the Declaration of Restrictive Covenants, Conditions, and Easements;
2. Make additional assessments for the purpose of defraying, in whole or part, the cost of
any construction, reconstruction, repair, expansion of a capital asset, or expenditure
upon any Association property, if any, including fixtures, and personal
property related thereto; provided that any such assessment may not exceed ten percent
(10%) of the budget adopted for the applicable year, and further provided
that such assessment shall not be made more than one time per year and shall not affect
the Boards authority to make any emergency assessments.
4. Designate committees from time to time as it may deem necessary: The Board shall have
the authority to determine the purpose, authority, size and membership of committees.
ARTICLE VI OFFICERS
A. Executive Officers - There shall be executive officers of the Association consisting of a
President, Vice-President, Treasurer, and Secretary, all of whom shall be elected annually by
the Board, and who may be removed for cause by a vote of a simple majority of the directors at
any Board meeting. An officer may hold more than one office except the president who may not
simultaneously serve as vice-president or secretary. Executive officers must be elected
directors. The Board, from time to time, shall elect such officers and designate their duties and
powers as the Board shall find to be appropriate.
B. President - The President shall be the chief executive officer of the Association with powers
and duties prescribed by the Board that are usual to the office of president of an association.
C. Vice-President - The Vice-President, in the absence or disability of the President, shall
exercise the powers and perform the duties of the President. The Vice-President shall perform
other duties as prescribed by the Board.
D. Secretary - The Secretary shall keep the minutes of the proceedings of the Board. The
Secretary shall attend to the giving and serving of notices to the members and directors and
other notices required by law. The Secretary shall keep the records of the Association, except
for those of the Treasurer, and shall perform all other duties prescribed by the Board and
incident to the office of the secretary of an association.
E. Treasurer - The Treasure shall have custody of all financial property of the Association,

including funds, securities, and evidences of indebtedness. The Treasurer shall keep the
financial records of the Association and shall perform all other duties prescribed by the Board
and incident to the office of treasurer.
F. Other Officers - The Board may appoint Administrative Officers to serve the Association as it
deems necessary. Administrative Officers need not be elected Directors nor members of the
Association. They shall be selected to provide the Board with specific expertise and serve
without compensation at the pleasure of the Board.
G. Compensation No members of the Board or Officers of the Association shall be
compensated relative to their duties as such.
H. Conflict of Interest - No director shall be party to a contract with the Association for personal
gain unless:
1. The fact of such relationship or interest is disclosed and known to the Board when
it approves or ratifies the contract or transaction;
2. The fact of such relationship or interest is disclosed to the members entitled to
vote, and they approve or ratify the contract of transaction by a majority vote; and
3. The contract or transaction is fair and reasonable as to the Association at the time it is
authorized by the Board and throughout the term of the contract or transaction.
ARTICLE VII FISCAL MANAGEMENT
The provisions for fiscal management of the Association set forth in the Declaration and the
Articles shall be supplemented by the following provisions:
A. The assessment record of expenses/dues/fees/and other similar applicable to each lot shall
be maintained in a set of accounting books or other electronic records for which there shall be
an account for each property within the Association. Such records shall designate the name and
address of the member, the lot(s) owned, the amount of each dues, assessment, expense, fee
or other similar item, the dates and amounts in which each comes due, the amounts paid upon
the account, and the balance due on each.
B Budget - The Directors shall adopt a budget for each calendar year that shall contain
estimates of the cost of performing the functions of the Association and they shall designate in
such budget the proposed expenses, dues, fees, assessments and/or similar against each lot.
1. Beginning with the year following that in which all of the organizational functions and
requirements of the Association have been completed copies of the proposed budget shall be
delivered to each Member in good standing on or before January 1st. An affidavit from the
Board shall be evidence of mailing said notice to each member. Delivery of the proposed budget
shall not affect the liability of each member to pay any further assessment or modified
assessments, expenses, dues, fees or similar and nothing herein shall be construed as
restricting the rights of the Board of Directors from additional amounts in the event the budget
originally adopted shall be insufficient to pay the costs and expenses of maintenance and
management, or in the event of emergencies.
2. The financial depository of the Association shall be such bank or savings institution
designated from time to time by the Directors. No Association funds shall be deposited in any
institution that is not insured by an agency of the federal government. Withdrawal of monies
from such accounts shall only be by checks signed by such persons as are authorized by the
Board. Checks must be signed by two (2) Directors for any amount exceeding fifty ($50) dollars.
ARTICLE VIII PARLIAMENTARY RULES
Roberts Rules of Order (latest edition) shall govern the conduct of all Association meetings

when not in conflict with the Articles, By-Laws, or laws of the State of Florida.
ARTICLE IX AMENDMENTS
Amendments to these By-Laws shall be proposed and adopted in the following manner:
A. Any proposal must be made by no less than fifty-one percent (51%) of the qualified members
in good standing of the Association. in writing, signed by all proposing members.
B. Copies of the proposed amendments must be furnished to the Board at least forty five (45)
days prior to the meeting at which they are to be voted upon, and mailed to the Members in
good standing at least twenty five (25) days prior to such meeting of the Association. Such
mailing shall include an advisory letter explaining the purpose of the proposed amendment, its
urgency, if any, stating the legal and financial impacts, and the recommendation of the Board.
C. A quorum of Members must be had at any meeting under this Article. Any amendment to be
effective must be adopted by a majority of those Members in good standing present and voting,
in person or by proxy.
D. In order for such amendment to become effective when voted upon favorably, the
amendment to these By-Laws shall be transcribed, certified by the President and Secretary of
the Association, and a copy thereof shall be recorded in the Public Records of Polk County
within ten (10) days from the date any amendment has been affirmatively approved by the
Board and Members.
E. At any meeting held to consider such amendment or amendments to the By-Laws, the written
vote of any Member in good standing of the Association shall be recognized even if such
Member is not in attendance at such meeting but is instead represented there by proxy,
provided such written vote is delivered to the Secretary of the Association at or prior to such
meeting.
ARTICLE X SEVERABILITY
If any section, subsection, sentence, clause, phrase, or word of these By-Laws shall be, for any
reason, held or declared by a court of competent jurisdiction to be inoperative or void, such
holdings shall not affect the remaining portions of these By-Laws.
ARTICLE XI ARBITRATION
In the event that there is a conflict between the terms of these By-Laws and the terms of the
Articles, the terms of the Articles shall control. Whenever possible, the terms of the Articles and
these By-Laws shall be interpreted to be consistent.
If any controversy, claim or grievance arising out of these By-Laws cannot be settled by and
between the parties involved, it shall be settled by binding Arbitration in accordance with the
rules then in effect of the American Arbitration Association or its successors; and the judgment
on the award shall be final, and may be entered in any court having jurisdiction thereof. Venue
for any arbitration hearing shall be within the boundaries of the counties constituting the area
commonly referred to as Central Florida. The interpretation of the Declaration, Articles, and ByLaws shall be determined by the laws of the State of Florida.