Instrument #2022025031 #15 Book:8196 Page:4786
extend until the date designated by Declarant, or until the Turnover Date. Notwithstanding anything in the foregoing to the contrary, Declarant shall, without regard to the number of votes allocated to Declarant, be entitled to appoint one (1) Director for as long as Declarant is the Owner of at least five percent(5%)of the total number of Lots within the Property. Nothing contained in the foregoing, however, is intended, nor shall be deemed, to create any obligation upon Declarant to exercise such right to appoint such one(1)Director. (ii) Appointment; Election. Prior to Turnover, Declarant, as the Class B Member, shall have the sole and absolute right to appoint, remove, and recall all of the Directors; provided, however,that if at any time Declarant is not permitted under Florida law to appoint, remove, or recall such Directors, then the Class A Members shall have the sole and absolute right to elect, remove, and recall all such Directors, which election, removal or recall, to the fullest extent permitted under the Association Act, may be conducted via written consent of the Class A Members, in lieu of a meeting of the Class A Members. Notwithstanding the foregoing, Members other than Declarant are entitled to elect at least one (1) Director if fifty percent(50%)ofthe Lots in all phases ofthe Community which will ultimately be operated by the Association have been conveyed to Members other than Declarant. Any Directors appointed by Declarant or elected by the Class B Member prior to Turnover, or appointed or elected by Declarant pursuant to this (ii) need not be Members and need not be residents of the State of Florida. All other Directors shall be Class A Members or designated representatives ofthe Class B Member,and residents ofthe State ofFlorida. After Turnover,no Member or Owner may serve as a Director if: (i) such Member or Owner is more than ninety (90) days delinquent or deficit with regard to payment ofany Monetary Obligation owed to the Association, or(ii)such Member or Owner has been convicted ofany felony in the State ofFlorida or in a United States District or Territorial Court, or has been convicted of any offense in another jurisdiction would be considered a felony in the State ofFlorida, unless such individual's civil rights have been restored for at least five(5) years as ofthe date such individual seeks election to the Board. Any Director charged by information or indictment with a felony theft or embezzlement offense involving the Association's funds or property shall immediately be deemed removed from office. The Board shall fill the vacancy according to the provision ofthis Declaration until the end ofthe period of the suspension or the end ofthe Director's term ofoffice, whichever occurs first. However,ifthe charges are resolved without a finding of guilt or without acceptance of a plea of guilty or nolo contendere, the Director shall be reinstated for any remainder of his or her term of office. A Member who has such criminal charges pending may not be appointed or elected to a position as a Director. (iii) Educational Requirements. Within ninety (90) days after being elected or appointed to the Board,each Director shall certify in writing to the Secretary/Treasurer that he or she has read the Governing Documents, the Rules and Regulations, and any other written rules and policies ofthe Association; that he or she will work to uphold such documents and policies to the best of his or her ability; and that he or she will faithfully discharge his or her fiduciary responsibility to the Members. Within ninety(90)days after being elected or appointed to the Board, in lieu of such written certification, the newly elected or appointed Director may submit a certificate of having satisfactorily completed the educational curriculum administered by a Division-approved education provider within one(1) year before or ninety(90) days after the date ofelection or appointment. The written certification or educational certificate is valid for the uninterrupted tenure ofthe Director. A Director who does not timely file the written certification or educational certificate shall be suspended from the Board until he or she complies with the requirement. The Board may temporarily fill the vacancy during the period of suspension. The Association shall retain each Director's written certification or educational certificate for inspection by the Members for five (5) years after the Director's appointment or election.
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58771933;7
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