[Sea Governance for Home Owners Association] Sample Bye-Laws for Sea Governance

Introduction

The following sample document is prepared by seapod owners and contain rules, responsibilities and guidelines for owners and residents living in the zone.

Home Owners' Association

The Association will be called as Home Owners' Association. This association is formed by all the owner members of the seapods in the said zone.
These Bye-Laws may be called the Bye-Laws of the Home Owners; Association, comprising of ‘A’, ‘B’, ‘C’, ‘D’ ‘E’... `N’, Blocks and Associated Common Areas. The provisions of these Bye-Laws apply to, governed by the Association of owner members.
All present and future owner/s, tenant/s, future tenant/s and his/her/their employees, or any other person that might use the facilities of, in any manner is/are subject to the regulations set forth in these Bye-laws.
The mere acquisition or rental or taking license or using in any manner the Homes of the building, including the mere act of occupancy of an Home, will signify that these Bye–laws are accepted, ratified and will be complied with.

Definitions

In these Bye-Laws (unless context requires otherwise):

“Zone” means the area covering the said expanse of ocean or sea located in <6° 21' 32.31'' N79° 47' 20.1336'' W>, approximately 400 nautical miles from Panama City, Panama.

“Home” or “SeaStead” or "SeaPod" or "Boat" or "Yacht" means a residential only family unit in the zone. <Grant to clarify if boat and yachts can also co-live>
“Home Owner” or “Owner” means person/s owning an Home in , or the Zone
“Association” or “General Body [GB]” means the Association of all the Homes Owners for the purpose of carrying out the objects as enumerated in Section 4.0 of these Bye–laws, called as Home Owners' Association .
“Member” means the Owner/s of the Home who mandatorily enroll himself/herself/themselves as a part of the Association on submission of the relevant documents of ownership of the Home and on payment of the requisite non-refundable administrative fee, as applicable.
“Act” means the Governing rule or regulation.
“Section” means a Section of the Act.
“Declaration” means the Declaration which the sole and/or the joint Owner/s of the Homes in the zone, have executed and registered.
“Managing Committee (MC)” or “Committee” means the Managing Committee [MC] of elected by the General Body [GB], consisting of maximum of 18 [Eighteen] individuals, all of whom shall be the Owner/s of the Homes or as a special case may be a family member of the Owner, to whom the management of the affairs of the Association shall be vested.
“Office Bearers [OB]”means the President, Vice President, Secretary, Joint Secretary and Treasurer elected by the Managing Committee members to manage and execute the day to day affairs of the Association.
“Majority of Owners” means Owners holding or accounting for Fifty One Percent [51%] of the votes during voting.
“Family Member” means resident spouse, children, legal heirs, parents, parents-in-law of the Home Owner/s.
“Resident” means an occupant of an Home, Tenant/Lessee or otherwise authorized by the Owner/s.
“Proxy/ies” means person/s authorized by the Owner/s in writing to the Association or Managing Committee.
“Rules” means rules, regulations, restrictions, bye-laws, duties and responsibilities to be followed by the member/resident as set forth by the Association, governed by the Managing Committee.
“Financial Year” means the period commencing from 1st January to 31st December of the current year.
“Annual General Body Meeting” or “AGM” means a meeting of the General Body convened by the Managing Committee at the close of the Financial Year to transact various businesses and, if necessary, elect a new Managing Committee.
“Special General Body Meeting” or “SGM” means a meeting of the General Body convened by the Managing Committee to discuss and decide about special agenda/s.
“Maintenance Charges” means monthly maintenance charges collected on a monthly/quarterly/half yearly basis from all the Owner/s or from the tenant/s and/or the occupant/s and/or the Lessee/s of the Home/s, on Square Feet basis of the Super Built Up Area of the Home/s, which is required to provide services such as adequate security guards, cleaning and upkeep of common areas, adequate water supply to individual Homes, electricity for common areas, maintenance of the Community Centre, Swimming Pool, elevators, STP, common area electrical and plumbing installations, sanitary and garbage disposal services, power back up generator, electrical transformers and other common facilities in the Building.
“Sinking fund” means a fund for taking up works of emergency nature for repair, rectification, modification, addition, alteration to Building
“Building fund” means a fund to take up long term maintenance of the Building and its facilities, generally after every five years, if required.
“Legal fund” means a fund to initiate and take up legal proceedings if any, for and on behalf of the Association, to protect the common interest of the members and also enforce on the members rules, regulations, restrictions, bylaws, duties and responsibilities herein appended.
“Transfer/Movement charges” means a levy on members or from the tenants/occupants of the Homes who move in or out of the Home. Such charges, as decided by the Management Committee will need to be paid in advance (non-refundable) for movement of goods, use of the elevator etc. and a NO DUE CERTIFICATE obtained before residents can move in or out of the Home.
“Community Centre” includes the Club House located in the Zone and comprises of all the facilities and amenities including a Community Centre, Shopping Center, Movie Theatre, Gymnasium, Bar, Restaurant, Night Clubs , etc..

Seapod Ownership

Home Ownership

The Residential Home/Seapod is located in <Bella Vista>, located off the coast of Panama <co-ordinates here>.

Home Owners Association

The main objectives of the Association shall be:

To be and to act as the Association of the Home Owners of the Zone.
To invest or deposit funds belonging to the Association in any Nationalized Bank/s and/or Private Bank/s in the name of the Association, to operate the same, to create deposits and to invest the amount/s of the Association.
To constitute and maintain funds as may be deemed necessary for repair and rehabilitation of the Zone from the members of the
To organize and provide social amenities, recreation, literary, cultural activities for the benefit of the members and establish bodies for the specific purpose.
To promote and encourage oneness amongst the members and to build the spirit of cooperation for a peaceful and mutually beneficial way of living amongst all the members of the Association, particularly in relation to his/her/their mutual existence in the Building.
To generally look after and be responsible for safeguarding, promoting and protecting the rights and wellbeing of the members, his/her/their Homes, and enforcing his/her/their respective obligations to each other.
To frame rules and regulations with the approval of the General Body and any amendments thereof as the exigencies may require for effective and efficient management of the affairs of the Association.
To prescribe and enforce the Bye-Laws and the Rules uniformly to the common advantage of all the Members and to promote close cooperation between members and to render all possible advice and guidance to Owners and/or Residents.
To frame, amend, alter and/or delete the Bye-Laws and the Rules, and to frame any additional Bye-Laws and the Rules that may be required for the purposes of the above, after the same is approved by the Managing Committee and the General Body in accordance with the Bye-Laws.
To represent the collective interest of the Owners of the Homes in Zone, with any external agencies regarding the affairs of the Association in general.
To sue or commence or defend any legal proceedings only in so far as it is related or connected with and/or affects affairs of the Association in general.
The Managing Committee represented by its President and in his/her absence, the Vice President of the Association, shall be responsible to attend to and represent the Association before Courts, Statutory Authorities, and/or any other Forums, wherein, the Association is made a party and shall take measures to defend any unjust action against the Association.
To regulate the manner and prescribe restrictions and conditions for and under which any member shall transfer or part with possession of his/her/their ownership of the Homes so as to ensure compliance with these Bye-Laws and the Rules by the transferees.
The common areas and facilities that are available shall be controlled and governed by the Association by receiving pro-rata contributions to be calculated on Square Feet basis of each Home owned by the respective owner/s towards such expenses from all Owners or Tenants.
To ensure maintenance, repair and replacement of pumps, lighting, fixtures and fittings, lifts, supply of water, sanitary facilities, drainage, fire safety equipment, electrical installation, solar energy panel, etc., and/or such other maintenance services as may become necessary from time to time. <needs to be reviewed by Grant and team>
To undertake work of civil and marine construction and other facilities in the existing common areas of the Zone and/or the open area/s by way of modifications and/or improvements, if required.
To arrange, negotiate and enter into contracts with the contractors to deploy security, housekeeping staff and/or other technicians to guard and maintain the Zone and its assets and to ensure safety of all its moveable and immovable assets.
To enter into any agreements and/or arrangements with any Organizations, Government, Local Bodies and/or any other institution and to obtain from such authorities any concession, privileges and/or licenses which may be considered beneficial or conducive to the objects of the Association.
To take up and redress grievances of the Members of the Association, in so far as it relates to the use and enjoyment of the common areas and/or amenities and/or the facilities in the Zone. However, grievances of personal nature, shall not come within the purview of the Association.
To constitute inquiry committee of Members, if needed, (decided by the Managing Committee) to go into, investigate, inquire and advice the General Body about any problems/s, dispute/s and/or difference/s, either among the members and/or between the Association and one or more of the Members.
The Association shall be responsible to retain and rent and/or license, if possible, suitable portion of the common areas for suitable purposes, for consideration and shall retain the common profits and accumulate the same towards the common funds. However, subject to passing of a special resolution by the General Body, the Managing Committee shall in case of an emergency, act in good faith to safeguard the interest of all the Owners for safety of the Homes and the amenities and facilities available in the Building.
In carrying out the above objectives and to conduct the affairs of the Association effectively to liaise, collaborate and share experiences with individuals and/or other bodies and/or organizations with similar objectives.
The Association shall not act beyond the scope of its object, without duly amending the provisions of these Bye-Laws for the purpose.
To take all such steps and measures as would further the above mentioned objects of the Association and further the interests of the occupants.
The objectives set forth in each of the several Clauses/Paras above, shall have the widest possible connotation and shall in no way be limited and/or restricted in reference to any other clause in its application.

Members of the Association

Every Home Owner must become and remain a Member of the Association and the membership shall be co-terminus with the ownership of the respective Home. Any person/s who has/have purchased an Home in the Zone, shall automatically be Member/s of the Association.

Every Member will receive a copy of the Bye-Laws. The said membership shall be co-terminus with the ownership of the Home/s and shall be terminated upon the sale of the Home/s and the new owner/s shall become the member/s by paying the Membership Fee that may be prescribed from time to time by the Managing Committee.

The current and/or new owner/s will be required to obtain a NO DUE CERTIFICATE from the Association.
The new owner/s shall pay a transfer fee of <USD XXX>, which is non-refundable to the Association. These amounts may be revised as required from time to time through a resolution passed by the Association. An Home owner is free to sell his/her Home in favor of any person or an entity, namely, a Company, Partnership, etc. However, the usage of the Home shall be restricted to RESIDENTIAL PURPOSES ONLY. The reason for collecting the transfer fees is to augment the income of the Association which can be used for the welfare of its members.
On the death of an Home Owner, his/her/their Home shall be transferred to the person or persons to whom he/she/they bequeath/s the same by his/her/their Will to the legal representative/s of his/her/their Estate, in case, he/she/they has/have not made any specific bequest of the Home/s.
The name/s of the legatee/s or the name/s of the legal representative/s jointly shall be entered in the Register of the Home Owners maintained by the Association for the purpose of administration of , and shall be governed by the Managing Committee. Where any legatee is a minor, the Association shall deal with the guardian/s of such minor.
In the event transfer of Home due to death of the Owner/s or conveyed via Gift Deed in favor of a family member, no transfer fee will apply and such family member will automatically become a Member of the Association.
Any holder of a Power of Attorney or authorized representative/s of the Owner/s, in lieu, shall not be permitted to become a Member of the Association.
Where the Home/s has/have been purchased by two or more persons jointly, he/she/they shall be jointly entitled to the ownership and shall be eligible to be admitted as Member/s of the Association on payment of the prescribed fees and the membership shall be entered in his/her/their joint names, however, for the purposes of voting, either of the joint owners shall be eligible to 1 vote per home.
Home Owners in arrears of funds due to the Association for more than Sixty [60] days after due date will not be entitled to vote on resolutions tabled by the Association. Further, such defaulting Owner/s will not be eligible to stand for election to the Managing Committee.

Code of Conduct for Residents of the Zone

The following code of conduct is primarily based on the following guiding principles:

Protecting grace and serenity of the premises of the zone. Both above water and under water.
Protecting privacy of the residents
Maintaining the Community Centre, common areas and amenities in the best possible condition.
Ensuring equal right and opportunity for all Home Owners.
Ensuring security of the Zone from all threats.
Promoting harmony amongst the residents

Any new rule or modification to the existing rules and regulations will be done solely by the Managing Committee, with the approval of the General Body, as and when required. This code of conduct as laid down here and any new additions and modifications as may be communicated from time to time on Calypso are applicable to the Home Owners, tenants, occupants and his/her/their respective guests/residents as well.

Any violation of these rules should be brought to the notice of the Managing Committee. Owners, tenants, occupants violating byelaws and code of conduct will invite disciplinary action. Any fine/penalty decided by the Managing Committee is final and binding on all residents of the zone The Estate Manager and/or the Security Officer of the security agency are hereby authorized to enforce these rules and regulations. Any complaints and/or suggestions are to be recorded in Calypso for this purpose. Complaints and suggestions received verbally or through any other means of electronic communication, will not be entertained.

Obligations of Home Owners and Residents

All the members shall comply with the Bye-Laws and the Rules of the Association.
In the event of the Home sale and/or transfer via other methods, outgoing member/s must obtain a ‘NO DUE CERTIFICATE’ from the Association and introduce the new member/s who will give the above undertaking. In the event Home is rented out it shall be the responsibility of the member/s concerned to obtain and hand over to the Secretary a similar undertaking as above, from the lessee and/or the tenant/s or occupant/s of the Home.
In any event, it shall be the responsibility of the member/s concerned to ensure that the Lessee and/or the occupant/s of his/her/their Home, conform to all the Bye-Laws and the Rules of the Association.
Notwithstanding the above, the Managing Committee shall be entitled to enforce any and/or all of the Bye-Laws, rules and regulations uniformly on all residents.
It shall be the responsibility of every resident, to ensure that the maintenance dues and other dues decided upon by the Managing Committee and/or the General Body from time to time are paid in full and on time.
In case of change in maintenance charges, the members who have paid partly in advance will have to make good the difference.
In case of delayed payment, the residents are liable to pay penalty applicable up to such date. If, in the opinion of the Managing Committee, the payment is delayed beyond a reasonable length of time (as decided by the Managing Committee), the Association shall have the right to enforce such payment/s, if necessary by taking suitable legal action.
The Resident/s is/are required to keep one set of Rules and Regulations handy for his/her/their ready reference. A copy of these byelaws are available in Calypso.
In case of any complaints relating to service personnel and/or contractors employed by the Association, such Resident/s shall take up the matter only through the Estate Manager and/or Security Officer, and not directly with the personnel concerned.
It is expected that all members attend General Body Meetings and take active part in discussions and deliberations of such meetings and also vote in their own interest and protect the common interest of the Association. However, in case a member is unable to attend a meeting, such member may authorize his/her/their representative, with clear directive to attend and actively take part in a AGM/SGM and vote on his/her behalf and in such cases it shall be deemed as if the member himself/herself attended the meeting. Such authorization will need to be in writing and addressed to the President and/or Secretary of the Association.
In case of non-compliance of any conditions viz. stipulated rules, bye-laws, regulations, duties and responsibilities herein appended and as enumerated herein, due notice will be sent to the concerned member/s and also the occupants, tenants, lessees requesting him/her/them to ensure compliance of the said conditions, and even after this notice if the member or the occupant/tenant/lessee do not comply with the said conditions within 15 days of the notice date, the Managing Committee will take appropriate action as deemed fit by way of imposition of penalties, curtailment of common services, and/or generator connections etc. to the concerned home. Additionally legal action against such member/s and also the tenants/occupants/lessees may be initiated to make them comply with the said conditions or recover the imposed penalties from the member/occupant. Such legal charges will be recovered from the member/s against whom such legal action is initiated.
In case of default of payment/s of the maintenance charges or other charges as applicable from time to time; for more than 90 days from due date by the members/tenants/occupants / lessees, due notice will be sent to the concerned member/s and/or the tenants/occupants/lessees, requesting him/her/them to pay such amounts that are due/overdue, and even after this notice if the member or the occupant do not pay within 7 days of the notice date, the Managing Committee will take appropriate action as deemed fit by way of imposition of penalties, curtailment of common services to such home/s. Additionally legal action against the member and also the tenant/occupant/lessee may be initiated to recover the dues with interest and/or imposed penalties from the member/occupant.
Any legal charges will be recovered from the member against whom the legal action is initiated. For all non-payments by due date, interest at the rate of 24% per annum (or as decided by the Managing Committee) will be levied on overdue charges.
No member shall erect, put up any signboard/s, nameplate/s, poster/s, hoarding/s or similar materials in the Zone without the written approval of the Managing Committee. However, Member/s and/or the residents may put up his/her/their name plate/s on the main door of his/her/their respective Home/s.
No member shall let out/lease or permit use of his/her boat parking areas to outsiders. However he/she/they may allow other residents to use his/her/their parking areas.
In case any Member/Resident or any one in his/her/their family is found responsible for causing any damage to the property of the Association or any damage or any other harm to another member/resident, then, the said responsible member/resident shall compensate the expenditure incurred in redoing/repairing /replacing such damages to the Association or compensate the affected member/resident for loss, damage or any other harm caused to him/her/their or his/her/their family member/s by the responsible Member/Resident or any one member of his/her/their family responsible for such damage or harm. Non-compliance could attract strict penal/legal action from the Association.
Community Centre property tax is to be borne equitably by all Home owners. Additinally, any income from the common areas will be used for maintenance of the common areas..
All common areas and facilities are deemed to be public areas. The Association, the members of the Managing Committee, its employees and contractors shall on no account be held liable for any injury, damage or loss caused to Owners and residents. No individual member of the Managing Committee can be held personally liable for decisions and actions of the Managing Committee and/or the Association.

Moving In or Moving Out of the Zone

Moving in/out of the premises by owners and residents has to be done within stipulated timings (between 8 am and 4 pm) or as decided by the Managing Committee. If the boat for any reason lands at the premises with the luggage after the stipulated time the contents can be moved (unloaded) only the next day.
Before moving in or moving out, the home owner or tenant has to contact the Zone Manager and fill in details in Calypso to pay the requisite moving in and moving out charges in advance.
No movement will be allowed unless the application is submitted and the charges are paid. For people moving out a ‘NO DUE CERTIFICATE’ has to be obtained from the Association office.
Any junk material / unwanted material cannot be left in the common area in the Zone. These will need to be disposed in a responsible manner in consultation with the supervisor / manager. Disposal charges may apply if the association has to do so.
It is the responsibility of the owner / tenant to coordinate with the Zone Manager for moving in/out.
It is the responsibility of the Estate Manager to ensure that the parties follow the rules and guidelines. A security guard is to be assigned to each move in or move out process.
These rules above and the payment are also applicable for any internal movement from one Home to another whether in the same block or different block.
In case of incidental damage to common property, such as walkways, railings, etc., the concerned resident/s moving in or out will be liable to pay appropriate compensation to get the damage rectified. Managing Committee decision is final and binding in such cases.

Moving and Parking of Aquatic Vehicles

Residents have to register their boats, yachts, and scooters in the Calypso application at the time of moving in. Security personnel are authorized to stop these vehicles at the gate to confirm identity of the resident.
Vehicles should be parked only at their respective designated allotted parking areas near the resident's seapod.
Vehicles must be tethered to the owners seapod when not in use.
Parking in others’ parking parking areas is also strictly prohibited unless a letter of approval in writing is provided to the association from the respective Home/parking lot owner.
Managing Committee/Zone manager/Security supervisor have the right to tow any vehicle that violates the rules and regulations. Charges for the same as decided by the Managing Committee will have to be borne by the resident.
Vehicles should be driven only in the approved direction within the compound or as directed by the security. The speed is not to exceed 15 Km/hour at all times within the complex
Emergency service vehicles, such as fire boats, ambulances, etc. have primary right of way within the Zone.

Garbage Collection, Disposal and Housekeeping

Waste segregation is mandatory. Guidelines have been provided on how to segregate. Failure to do so will result in penalties and fines. Do not throw garbage in the sea or ocean.

Type of Waste	Examples	Disposal
Dry Waste	Paper, plastic, packing boxes, metals - anything that can be recycled and anything that does not spoil.	Place in the dry waste carton in the sea pod. House keeping personnel will pick it up once a week.
Wet Waste	Leftover food, bones, non edible vegetable parts - anything that is bio-degradable.	Use the waste food churner in the kitchen. Remove plastic or paper cover before placing leftover food in the churner.
Medical Waste	Sanitary napkins, used bandages, diapers, blood soiled clothes.	Place in the medical waste carton provided in the sea pod. House keeping personnel will pick it up once a week.

All waste that is generated within a home is the residents’ responsibility. Association will facilitate clearing of garbage to the extent possible. Residents are required to dispose waste generated from their units responsibly. Failure to do so will be strictly acted upon by the Managing Committee.
Diapers, sanitary napkins, condoms, bandages, cake/bread, rice, vegetables, cooking oil, bones, cigarette butts, sand, mud, paints, thinner, etc., are not to be flushed down the soil and sanitary pipelines. This will result in clogging and damage to sea pod plumbing.

Beach and Garden Areas

The common beach, lawn and gardens is for of all owners and residents and for young children. Games such as beach volleyball or football that deny use of the facility to others and increase the risk of personal injury and damage to common property are should be played with caution. Playing is only allowed in the designated areas in the island.
Littering in the beach, garden area, basement, staircases, pathways around the zone islands is prohibited.
While playing children should be careful not to damage any fittings, scooters, and boats parked around the beach.

Zone Administration - Quorum, Voting and Elections

Quorum for General Body Meetings shall be 40% of the Members of the Association. If, on the expiry of thirty minutes past the time specified for the meeting, no quorum is established, the total number of Members present shall constitute sufficient quorum. No further individual notice for these adjourned meeting is necessary. No quorum is required for such adjourned meeting and the meeting shall consider the business given in the notice. All the decisions and/or proceedings at such meetings shall not be thereafter called in question and will be binding on all Members.
Every Member shall have One [01] vote per Home to exercise in all the meetings of the General Body. Member/s in arrears of all and/or any contribution/s levied by the Association from time to time, will not be entitled to vote and/or to opt for any office in the Managing Committee. However, all the decisions/resolutions of such meetings/elections will be binding on all members of the Association.
Voting at General Body Meetings, except the elections, shall be by show of hands, software application or any other means decided by the General Body. The vote relating to the election of the Managing Committee shall be by secret ballot or any other means decided by the General Body.
Votes shall be cast in person or through duly appointed proxy/ies. In case of a tie, the President shall have an additional vote.
A simple majority of 51% shall be sufficient for all matters put to vote, except matters relating to amendment/s and/or alterations and/or addition/s and/or deletion/s of existing Bye-Laws, in which case, a majority of Seventy Five Percent [75%] shall be required. The majority referred to, shall be with respect to the members present and/or represented at the General Body Meeting.
Not less than 30 days before the expiry of the term of the current Managing Committee, the Outgoing Managing Committee will prepare the election program and thereafter, the results of such election/s can be placed before the Annual General Meeting.
Elections will be conducted in accordance with commonly agreed rules set by the General Body.
Candidates will contest for Five [05] positions, namely, President, Vice-President, Secretary, Joint Secretary and Treasurer. For the above positions only one person shall be elected based on who secures more votes. For the positions of other Executive Committee Members a total of 13 persons shall be elected/chosen by the General Body. A total 18 persons shall be elected to the Managing Committee. In the event of a tie for any of the position, the existing Office Bearers shall cast a vote each and the candidate who secures more votes in the tie breaker shall be declared the winner. If there are no nominations for Joint-Secretary and the Vice-President, these positions will be offered to the elected Executive Committee Members based on the majority approval and mutual consensus of the newly elected members.
If no nominations are received for the posts of President/Vice-President/Secretary/Joint Secretary/Treasurer, the Managing Committee shall notify the same and send a fresh notification requesting fresh nominations. In the event no nominations are received, then, the managing committee shall continue as an interim managing committee, till the elections are held and new office bearers are elected.
Date, time and place for voting shall formally be notified by the Managing Committee well in advance. The date of voting may be concurrent with the Annual General Body Meeting. The Managing Committee shall formally announce the results of the election in the Annual General Body
It is expected of all the Members of the Association cast their vote during the election. However, even if not all the Owner/s can cast his/her/their votes on the voting day, the elections would still be considered held successfully if all other processes have been followed in principle and enough notice at least three weeks has been given to all the Members via agreed means of communication before the election date. There is no minimum number of votes for the elections to be considered successful and valid.
The Managing Committee will present the results in the Annual General Body Meeting and invite the newly elected members to take charge as the Managing Committee.
The full term of an elected member of the Managing Committee will be two years <Grant?> from elections.
There should be a maximum number of rules and regulations (TBD). If new rules are made then an old rule should be eliminated. I would like that to be built into the bylaws.
I would like to have rules & regulations automatically expire unless they are renewed. Term for expiration is 2 years following creation.

Election Code of Conduct

No candidate or individual supporting a candidate shall use official email groups or common messaging groups, namely, WhatsApp Group, Google Group, Facebook, etc., as a platform in any capacity to highlight his/her/their effort or achievements or personal agenda. Only the final list of the candidates shall be declared by the Managing Committee in such official platforms.
No candidate shall spam the owners email IDs as bulk senders. Every owner has his/her/their privacy right and candidates should respect the same.
No candidate or individual supporting a candidate can use any defamatory remarks on any individuals or any of the current body of representatives of any platform.
No candidate or individual supporting a candidate shall involve any outside party, company, group or institution to promote his/her election campaign.
No candidate shall indulge in any financial transaction whatsoever in cash or in kind neither in any community function and activities nor in convincing or commuting the voters to vote.
No candidate shall spoil the Zone premises by putting posters or hoardings or banners and the final list of candidates shall be declared by the Managing Committee only in the software application.
Anybody found violating any of the above mentioned rules in code of conduct, his/her nomination will be cancelled with immediate effect from the point it has brought into the notice of the Managing
Election timings shall not be extended in normal circumstances and final call is subjected to the discretion of the Managing
In case of any disputes regarding polling, counting, or any other election process as a whole, the said disputes shall be referred to the Managing Committee, whose decision shall be final and binding on all.

Powers and Duties of the Association

The Association will have the responsibility of administration, by means of the Managing Committee. The Managing Committee shall be responsible for approving the Annual Budget, establishing and collecting monthly assessments and managing the affairs of the Association in an efficient manner, the objectives of which have been fully listed in the Bye-Laws of the Association enumerated and the Resolutions passed and/or rectified earlier and also from time to time in General Body
All the meetings of the Association shall be held at a time, date and venue, which are generally suitable and convenient to its Members. The notice for such meetings should clearly indicate such detailed information. Except otherwise provided, resolutions of the Association shall require approval by a vote of the owner/s present either in person or through duly constituted proxy/ies and the decision by majority of the votes shall prevail.
The Association shall provide for maintenance, repairs, and/or replacement of equipment, amenities in the common areas, funded by contributions from Owners or Residents of the Building and shall be responsible for the day-to-day management as per the objects described in the aims and objectives.
The Association shall, when the circumstances so demand, appoint a qualified Legal Advisor to deal with the issues requiring such services in the interest of the Association. Such appointments will be made on the terms and conditions and on remuneration, and for a specific period as may be decided by the Managing Committee. The scope of the Legal Advisor will be to deal with all statutory bodies for any matters relating to the Zone with the Government of Panama.
The Association shall safeguard the interests of the past and present Office Bearers and the Committee Members jointly and/or severally in the event of any cases, and/or any proceedings being initiated against them, while performing his/her/their duties and any acts done in good faith and in the interests of the Association. In all such case/s, the entire legal and other expenditure/s shall be borne by the Association.
The Association being jurisdictional person can sue in its own name represented by the President and/or the Secretary in all common causes whenever a legal action is found necessary, the members of the Association jointly act and institute action through the Association representing them and not individually or separately. This however, is not applicable to disputes between the members and/or of personal nature where he/she/they go for arbitration and/or other lawful remedies.
In the event of dissolution or winding up of the Association, on the basis of Seventy Five Percent [75%] majority of the General Body, the assets remaining as on the date of dissolution shall under no circumstances be distributed among the members of the Association but the same shall be transferred to another association.
The services of the Association and its resultant benefits shall be open to all its Members, irrespective of their nationality, caste, creed, religion, sexual orientation.
The funds and income of the Association shall be solely utilized for the achievement of its objectives and no portion of it shall be utilized for the payment to the members by way of profit, interest or dividend.

Managing Committee

The Managing Committee shall consist of a maximum of 18 members. Each block of the Zone, shall preferably have at least one representative in the Managing Committee. Only Owners who are normally resident at the Zone for more than 3 months, will be eligible to be a part of the Managing Committee. In an event wherein no nominations are received from any particular block, there can be provision for member/s representing such block/s, who is/are not residing therein, but are residing in another block.
Owner members may nominate his/her/their immediate family members, spouse, adult children, son-in-law/daughter-in-law, parents or parents-in-law for election to the Managing Committee. However, such family members must be a resident of .
No two members of the same family [spouse, adult children, son-in-law/daughter-in-law, parents or parents-in-law] can concurrently be in the Managing Committee, even if he/she/they own separate Home/s.
The full term of an elected member of the Managing Committee will be Two [02] Years from elections.
A Member of the Association can be a part of the Managing Committee for a maximum of Two [02] full terms [Four Years] consecutively. After a gap of one full term [Two Years], the said Member can again become part of the Managing Committee.
In the extreme event of premature dissolution of Managing Committee, the outgoing Managing Committee will facilitate the formation of an interim committee with the approval of General Body. This committee will not take any major financial or policy decisions until such time a full Managing Committee is elected by the General Body. The interim committee is only valid for a period of 30 [Thirty] days, before which a regular committee must be elected.
At any General Body Meeting, one or more of the Managing Committee member may be removed with or without cause by a majority of the Members of the Association and a successor may then and there be elected to fill the vacancy thus created. Any Committee Member whose removal has been proposed by the Owners, shall be given an opportunity to be heard and have his/her say at the meeting keeping in mind the principles of natural justice.
A Managing Committee member shall cease to be a member on the following grounds:
When he/she chooses to resign from the Committee and will inform the same in writing to the President and/or the Secretary.
When he/she is removed at a General Body Meeting with or without cause by a majority of Members of the Association
When he/she does not attend Three [03] consecutive Managing Committee meetings, without leave of absence or reasonable cause
When his/her maintenance dues of his/her/their respective Homes and/or other charges to the Association is/are due for more than Sixty [60] days
When he/she is convicted by a criminal court of law.

Powers and Duties of the Managing Committee

The Managing Committee shall have the powers necessary for the administration of the affairs of the Association. These powers are to be exercised subject to the approval/ratification/modification by the General Body. The Managing Committee is empowered to appoint Sub-Committees in the course of discharge of its duties.
The Managing Committee shall in case of an emergency, act in good faith to safeguard the interests of all the Home Owners in the Zone.
The Managing Committee is empowered to make appropriate rules, regulations and guidelines for administering the common facilities and/or amenities available in the Zone.
The Managing Committee will close all financial accounts and present the audited accounts to the General Body before end of term. In special circumstances, a 15 day extension to term may be requested by Managing Committee only for closure of accounts subject to approval by General Body.
The Managing Committee shall be responsible for the day-to-day maintenance and administration of the Association, in accordance with the Bye-laws and the Rules of the Association. Some of the duties are:
- Prompt collection of the maintenance dues of home/s and/or charges and any other payment/s and/or due/s that may be decided upon from time to time.
- Maintenance of proper accounts relating to the income and expenditure of the Association, and preparation of an audited Annual Statement of Account as on 30^th November of each year.
- Adequate security for the Zone and its residents.
- Adequate water supply and fire safety facilities.
- Taxi and Transport services in the Zone.
- Cleanliness of the common areas of the Zone
- Continuous power supply to the common areas in the Zone
- Maintenance and upkeep facilities such as Shopping Malls, Theaters, Gymnasium, Swimming Pool, etc.
- General plumbing and sanitary maintenance in the common areas, excluding replacement of breakages/parts in individual Home/s and repairs to personal effects.
- Appoint, dismiss, terminate, discharge, or suspend any person/s as its employee/s and specify the purpose, terms, limitations of such appointment/s.
- Make payment, authorize outgoings from the funds of the Association for any purpose whatsoever, provided such payments or outgoings are relatable and bear a nexus to the Zone, its administration, maintenance, etc.,
- To inspect and check the registers and books of accounts, other files, registers documents etc.
- To admit new members as and when ownership changes.
- Discuss and decide about calling AGMs/SGMs with their agenda.
- Discuss and finalize the budget for the next year that needs to be submitted to the AGM/SGM.
It is understood that decisions will be taken collectively by the Managing Committee, or by such of its members that it may specifically nominate for this purpose.
The Managing Committee may enter into and sign contract/s and/or agreements and/or arrangement/s for the supply of the goods and services on such terms as may be necessary and proper for the maintenance and upkeep of the Zone. All such contract/s and/or agreements and/or arrangement/s shall be signed jointly by the President and the Secretary, or either of two posts or such other members of the Committee as may be empowered for this purpose.
The Managing Committee will ensure that the Homes in the Building and/or any part/s thereof is/are not used for any non-residential or business venture, and to take suitable remedial action therefore, including legal action if required.
The Managing Committee will enforce the Bye-Laws and rules, or any other amendments thereto, in any manner it may deem fit and necessary and to call for implementation and thereafter, if necessary, to embark on coercive action.
The Managing Committee will ensure that where a Member rents or parts with the possession, in any manner, of his/her/their Home/s and/or any portion/s thereof to any person/s, such person/s adhere/s to these Bye-Laws and the Rules in the mutual interest of all the members collectively.
The Managing Committee will determine the quantum and periodicity of contribution that may be required to be made by each of the members for the running, maintaining, administration of the Association and the Building, and to seek enhancement and/or alteration thereof by reference to the General Body.
Collect and sanction these contributions for the specific purpose and any excess collected, shall remain with the Association to be adjusted against future outgoings of the Association.
The Managing Committee will guide the working of the Office Bearers. However, individual or a block of committee members cannot go against policy decisions already decided upon.
The Managing Committee will elect new members of the Office Bearers as and when vacancies arise due to resignations. This need to be ratified by the next AGM/SGM.
To regulate the monthly income - monthly expenditure ratio at a satisfactory level. In order to generate a healthy reserve, it shall be the objective of the Managing Committee to ensure that the Office Bearers restrict expenses reasonably below the level of earnings and the Treasurer shall inform the Managing Committee as soon as the expenditure goes to the level of earnings. In no case shall this ratio exceed the level of the earnings, except under instances of emergencies, which will be considered by the Managing Committee, who will issue necessary instructions to the Office Bearers in this respect. The President/Secretary/Treasurer shall be responsible to control the earnings and expenses, shall ensure limits as specified above and in case of exigencies, should seek approval of the Managing Committee with details of accounts, to draw excess funds from the reserve to meet such emergencies. The Managing Committee shall specify the expenditure reduction in subsequent months to offset the consequent depletion of reserves at the earliest.
The Managing Committee will normally need to obtain General Body approval for any unplanned and/or unbudgeted/capital expenditures that are required to be incurred at the Home complex that exceed prescribed limit (refer annexure) unless these are emergency in nature and cause stoppage of or impact any essential service at the complex. Where prior approval is not sought, the Managing Committee will need to present the details in a subsequent General Body Meeting and seek ratification of the same. The Managing Committee should inform the members through email and notice board of any such emergency expenditure done giving relevant details. Such emergency decisions should be approved by majority of members of Managing Committee.
To consider need for major expenses and prepare proposals for arranging funds through collections from the Members either lump sum or in installments for the major repairs and replacements of the existing common facilities, buildings, common areas and also for any addition, alteration, renovations etc. in the Zone, common areas and facilities. The proposals in this respect shall be finally placed before the General Body for approval.
Proper Books of Accounts shall be maintained by the Treasurer strictly in line with standard accounting principles in which shall be recorded details of the assets, liabilities, financial transactions, income, expenditure etc. of the Association. The accounts shall be audited by qualified Chartered Accountant and thereafter the audited income and expenditure statement together with an audited balance sheet shall be prepared before the close of every year and submitted before the AGM.
All financial records of the Association shall be made available to any member/s of the Managing Committee, through the President, who shall arrange such inspection without delay and the comments of the members after such inspection shall be taken into consideration and suitable action to be taken by the Managing Committee.
Action taken by the Managing Committee shall be communicated to the member/s concerned. The President, Secretary and/or the Treasurer shall be individually and collectively responsible in all matters relating to proper management and disposal of funds of the Association and ensure the procedure clarified above.
The Managing Committee can form a Finance core group comprising of Owners who have served as, ex-secretary/joint-secretary, ex-treasurer or any other ex-member familiar with Finance/Policy matters, to inspect and audit the financials, processes etc. if required.
To open Bank account in a Bank/s in the name of the Association and to operate the same through withdrawals and deposits as and when required by the Secretary or the Treasurer and also to invest the reserve funds of the Association in any form beneficial to the Association in any bank. The bank accounts and other deposits shall be made under the signatures of the President, Secretary and Treasurer to be operated by minimum of any two of them.
To deal with all the statutory bodies concerned - all departments under the Government of Panama.
To enter into and sign contracts to place orders for any goods or services on such terms and conditions that are beneficial and meet the requirements for the maintenance of the buildings, common areas and facilities of the Association. Contracts will be awarded after assessing multiple quotations, if any, from different vendors (based on the best judgement of the Managing Committee).
The meeting of the Managing Committee may be convened by the President and/or the Secretary and/or in his/her/their absence by any Office Bearer with the approval of the President and/or the Secretary.
Any member of the Managing Committee who has not attended Three [03] successive meetings without proper cause and due intimation, shall cease to be a member of the Managing Committee. However the person who ceased to be member because of his/her absence is eligible for re-election.
The Managing Committee cannot arbitrarily withdraw basic facilities like water supply, common area electricity, elevators, and entry/exit gates for extended periods of time without proper justification and ratification by the General Body. Exceptions to be ratified by General Body.

Office Bearers

President

The President shall preside over all the meetings of the Managing Committee and General Body.
In case of a tie of the votes in any of the meeting mentioned above, the President shall have an additional vote for casting.
The President together with the Secretary shall be responsible for the overall implementation of the policies laid down by the Managing Committee.
The President shall ensure that the monthly earnings and monthly expenditures of the Association are maintained at the stipulated level indicated earlier and take suitable action forthwith as specified therein.
Nominally the President will oversee the working of the following areas of administration along with dedicated executive committee members:
- Sea bed gardens, corals, and landscaping
- Plumbing and Water Resource Management
- Common areas, Shopping Malls, Club House, Power Generator and Garbage Disposal
- Civil Infrastructure

Vice President

In the absence of the President and in case of exigencies, the Vice president shall have and exercise the powers of the President.
Nominally the Vice President will oversee the working of the following areas of administration along with dedicated executive committee members:
- Cultural and Outreach Programs
- Community Centre, Amenities Administration

Secretary

The Secretary together with the President is responsible for the overall implementation of the policies laid down by the Managing Committee.
The Secretary shall call all meetings of the Managing Committee and General Body in consultation with the President
The Secretary shall have the responsibility to prepare and keep records of the minutes of the proceedings of the Managing Committee and the General Body meetings in a book specially kept for that purpose. Such minutes shall be authenticated by the President/Chairman of the meeting.
The Secretary shall have the responsibility to keep the documents, registers and all records of the Association in safe custody.
The Secretary shall follow up and fulfill all statutory obligations.
The Secretary shall have power to appoint, remove, terminate the various staff or servants of the Association subject to the approval of the same by the Managing Committee.
The Secretary shall be the correspondent of the Association and shall keep, maintain and preserve all records of the Association.
The Secretary shall be the custodian of all articles, items, both moveable and immovable belonging to the Association.
The Secretary shall, in consultation with the President, and with the Managing Committee, as and when required, shall act as a pivot of all activities of the Association, including reporting, budgeting, allocation of funds, making all agreements contracts, appointments, purchases, hiring expenditures of sorts, all correspondence between the Association and members and also with outsiders to comply with his/her various duties and responsibilities enumerated above. To achieve these objectives the Secretary shall maintain an adequate petty-cash account with him/her. However, the expenditures as far as possible, particularly amounts exceeding USD 1000.00 shall be paid for by online back transfers. Cash payment of USD 1,000.00 will be subject to the approval of the same by the Managing Committee.
The Secretary has to be vigilant on the income and expenditures of the Association and strictly ensure the stipulations regarding economy with suitable actions as specified therein.
Nominally the Secretary will oversee the working of the following areas of administration along with dedicated executive committee members:
- Security, Fire Safety, Housekeeping, Electrical
- Asset Inventory and Management
- Office of the Zone Manager, Security Supervisor and Zone Office
- Portal, Software Application, and general Communications to Zone residents.

Joint Secretary

Joint Secretary shall assist the Secretary as and when required and in his/her absence, he/she shall perform the specific duties assigned to them by the Secretary.
Nominally the Joint Secretary will oversee the working of the following areas of administration along with dedicated executive committee members:
- Bookkeeping and Records Management
- General Administration

Treasurer

The Treasurer shall be responsible for all withdrawals and disbursements authorized by the Secretary and shall maintain true and proper accounts to be kept for sums of money received and disbursed.
The Treasurer shall have charge of all moneys belonging to the Association and his/her receipt shall be a discharge for all moneys payable to the Association.
The Treasurer is responsible for the maintenance of true and proper records of the properties of the Association.
The Treasurer may maintain, if so required, a petty cash, such amount as Secretary and/or the Managing Committee
Nominally, the Treasurer will oversee the working of the following areas of administration along with dedicated executive committee members:
- Financial Administration (all aspects; income and expenditure)
- Software Application/Portal Administration
- Financial communications to the residents.

General Body Meetings

A General Body meeting will be a meeting of all the Members of the Association.
Annual General Body Meeting shall be held annually preferably within a period of Two [02] Months of the close of every Financial Year.
All the Members of the Association shall be entitled to attend, participate and vote either in person or through proxy/ies, who must also be the member/s of the Association. An email from the member/s in favor of the proxy/ies, authorizing him/her/them to attend and participate in the General Body Meeting, can forwarded to the Managing Committee at least Two [02] days before the date of the meeting.
The President and/or in his/her absence, the Vice President and/or in his/her absence, the Secretary shall preside over a General Body Meeting. In the absence of all of them, the members present may choose a Chairman, from among themselves to preside over the meeting and conduct the proceedings.
The topics for discussion and/or consideration at Annual General Body Meeting may include:
- Election of the members to constitute the Managing Committee with the Office Bearers for the next term
- Consider and approve the minutes of the last Annual General Meeting and of the Special General Body Meeting, if any, and to note the actions taken thereon
- Approve the program of the activities of the Association for the next financial year as prepared by the Secretary and approved and submitted by the Managing Committee
- Consider and approve the accounts and audit report on the accounts of the Association including actions on the points raised by the Auditor/s, if any.
- Consider and approve the annual report for the current year, prepared by the Secretary, in consultation with the Managing Committee.
- Consider, approve and sanction the annual budget for the next financial year of the Association as presented by the Managing Committee.
- Consider any other matter/s which may be brought forward by any Member in accordance with the Bye-Laws of the Association, subject to approval of the chair.
- Consider any resolution/s and/or topic/s, etc., which any member, who is entitled to do so, may submit with prior notice of at least Seven [07] days before the date of the General Body meeting.
- Resolution passed by the Managing Committee in respect of which previous notice has been given.
- Consider the changes and/or modifications in the frequency of monthly maintenance charges payable monthly/quarterly/half-yearly of the respective Home/s, levy such other charge/s or create fund/s, to be realized from the member/s and/or the occupant/s and/or the tenant/s as may be necessary and expedient in the common interest of the members and the Association.
- Consider and decide about any such matter/s which may be of interest and in line with the objectives, Rules and the Bye-Laws of the Association
- Special General Body Meetings (SGM) of the Association may be called by the Managing Committee or by the directive of the Registering Authority or on a requisition in writing and signed by at least 25% of the Members of the Association to discuss only the specific topics and not to transact any other business. Such a meeting shall be convened by the Secretary with the approval of the Managing Committee within 1 Month from the date of the directive or the requisition as above, giving at least one day’s time, excluding the date of the notice.
- In case the business of the meetings as per the agenda cannot be transacted for any unavoidable reason on the day the meeting is held, a resolution shall be passed in the meeting recording the reasons for not completing the business and postponing the meeting to any other suitable date, not later than 15 days from the date of the meeting, clearly indicating the date, time, venue of the meeting. No notice is necessary for such postponed unfinished meeting.
- The voting will be via the software application, Calypso, with only 1 vote per home. All questions and resolutions, barring exceptions and restrictions wherein above and hereinafter enumerated, shall be decided with the majority of votes of the members or their authorized representatives present in the meeting. Voting will be via software application designed for the Zone.
- No resolution can be brought at General Body Meetings, for cancellation of any earlier resolution passed in an approved manner, unless six clear months have expired after passing such resolution/s. Only the President has the right to permit within the six months provided the need is urgent in nature for the welfare of the Association.
- The points and the subjects will be generally taken for discussion and decisions in the serial order as given in the agenda for the meetings. However, if any change in the meeting is required, by permission of the chair, the sequence of the agenda can be altered. The decision of the chairperson in this matter will be final. Any proposal brought to be discussed in the Annual General Body Meeting will need to have a valid member to propose and another member to second the proposal. Submitting a proposal does not guarantee discussion in the Annual General Body Meeting.
- Notice should be published with Agenda items. 2 Weeks notice is a general practice.

Administration

The responsibility for conducting the affairs of the Zone, and its Association, is vested in the Managing Committee as a whole and not on a single Office Bearer.
The Managing Committee may be assisted, as deemed fit, in matters on day to day administration by an Estate Manager and a Security Officer.
Suggestions and/or the complaints by the residents, must be logged in Calypso. The Manager shall go through the issues logged in Calypso everyday and attend to the points raised expeditiously, within the limits of his/her authority and the framework of the existing rules. The list of issues must be reviewed by the Secretary weekly. However, any urgent issues shall be put up to the Secretary by the Manager as and when these arise.
While noting suggestions and/or complaints, resident/s is/are required to indicate his/her/their name/s and the sea stead. This will facilitate follow up by the Manager and the Managing Committee. No action will be taken on verbal, unassigned or ambiguous tickets in Calypso. Requests my be clear and unambiguous.
All suggestions and/or complaints should be reported only to the Manager appointed by the Association, who shall note the same and discuss internally with the Secretary or Managing Committee members, if required. No Resident shall call, email, or use any other form of electronic communication to contact any of the Managing Committee members at any time directly for any of the matters unless it is an emergency.
In case of important issues being raised, or where policy issues are involved, the Secretary shall refer these to the Managing Committee for information and necessary action.
The Managing Committee is entrusted with the task of engaging suitable service personnel and/or the contractor/s. These may change from time to time and the residents shall be kept suitably informed, where necessary.
All the service personnel and/or the contractor/s shall be under the control and jurisdiction of the Managing Committee as a whole.
No service personnel and/or the contractor/s is/are permitted to undertake personal work of residents, even outside his/her/their duty hours. The resident/s is/are requested to strictly abide by the rules set forth in this document and which may be amended from time to time by the Association. Similarly, no employee/s is/are permitted to concurrently take up any other job/s, whether full-time or part-time.
The performance of all the service employee/s and/or the contractor/s shall be reviewed periodically to ensure that the service provided meets expectations.
The Association and/or Managing Committee will not be held liable for any monetary or material compensation for loss of individual property that is not in jurisdiction of the Association. Examples of such individual losses are, but not limited to, petty theft from inside homes or boats, vandalizing of boats, sea pods, damages due to acts of nature. In case of incidental damages caused due to certain works carried out by the Association, a negotiated settlement will be reached with all parties in agreement.
Past/present/future Managing Committee members, community event sponsors, will not get any special consideration for Association services such as complaint redressal, etc.
Any and all disputes shall be resolved by the Managing Committee in the best interests of the Association as a whole and the decision of the Managing Committee shall be final and binding on the respective Resident/s.
The handover from one Managing Committee to another will include handing over of all the account/s, register/s, asset inventory, change in bank signatories, and liabilities of the association.

Managing Committee Administration

The First Meeting of a newly elected Office Bearers shall be held within Ten [10] days of election at such place as shall be fixed by the Office Bearers.
The matters discussed and decisions arrived at, duties allotted and the proceedings of every Managing Committee meeting shall be recorded in Calypso in the MC section.
Managing Committee meeting will be called by the Secretary/President or in his/her/their absence by the Joint Secretary, in the office of the Association, with a notice, with reasonable time, and sent to all the Managing Committee members individually. The notice will mention the date, time and the agenda for the meeting. In case of an emergency meeting the notice may not be issued, subject to the condition that all the members must be contacted personally or over phone/email informing them about the time and agenda of the emergency meeting.
At the meetings of the Managing Committee, minimum 06 members should be present to constitute a quorum for the transaction of the business. The acts and resolutions passed in such a meeting shall be valid. In case of meeting without a quorum the same should be adjourned to another date and time, not later than 48 hour under ordinary circumstance and in case of emergencies, the adjourned Managing Committee meeting shall be convened the within the next 24 hours for which no notice is required to be issued and the same agenda of the adjourned meeting may be transacted.
Managing Committee will meet at least 2 times every quarter. Office Bearers will meet at least once every month.