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The January Issue Includes:
- "What Is A Registered Agent? Who Needs One?"
- Embracing Community: Clayton & McCulloh Plays Santa!
- Need A Space To Have Your Meeting?
- Upcoming Seminars/Events/Meetings
- Who Is The Most Awesome In Your Association?
- Presenting The 4th Quarter Most Awesome Manager
- Presenting The 4th Quarter Most Awesome Board Member
- New Community Association Organizations Forming
- Want To Own A Set Of The Florida Statutes For Community Associations?
- Did You Know?
- Quote Of The Month
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"
What is a Registered Agent? Who Needs One?"
By: David Thierer, Public Relations Representative
With Contributions by: Ken Clayton, Senior Partner, and Arlene Ring, Director of Public Relations
Designating a Registered Agent for your Association is a requirement of Florida's Not-For-Profit Corporation Law. If you do not designate a Registered Agent, your corporate status will be in jeopardy of being dissolved and your Association will lose all protection that is afforded you as a Not-For-Profit Corporation. So, what does that mean? You may have heard the phrase "piercing the corporate veil." No Registered Agent? Consider your corporate veil torpedoed! Board Members and Officers may now be personally exposed to liability for matters that should be your Association's responsibility and your personal assets could be at risk.
What is a Registered Agent?
A Registered Agent is the person or entity who is designated by law to receive and to be served with legal process, government notices and other legal documents as the representative of the Association. You may ask, "Who can be a Registered Agent for our Association?" The Florida Statutes, Section 607.0501, provides that a Registered Agent may be:
- An individual who resides in the State of Florida whose business office is identical with the Registered Office;
- Another Corporation or Not-For-Profit Corporation as defined in Chapter 617, authorized to transact business or conduct its affairs in this state, having a business office identical with the Registered Office; or
- A Foreign Corporation or Not-For-Profit Foreign Corporation authorized pursuant to Chapter 607 or pursuant to Chapter 617, to transact business or conduct its affairs in this state, having a business office identical with the Registered Office.
The Registered Agent's name and address will appear on the annual report that the Association is required to file by the 1st day of May each year with the Florida Division of Corporations in the Florida Department of State.
Responsibilities of a Registered Agent
The primary duty of the Registered Agent is
to receive Service of Process of lawsuits and other legal documentation against the Association. For this reason, you want to carefully consider who you select for this responsibility.
The Registered Agent must also be available during normal business hours, usually 9 a.m. - 5:00 p.m. to accept Service of Process which includes delivery of documents such as complaints, summons, and/or subpoenas. If a process server is unsuccessful in reaching your Registered Agent about a lawsuit, the court case may be able to proceed in your absence and without you even knowing about it! Worse, the court may enter a judgment against your Association even if you are not there to defend yourself. For this reason, the Registered Agent must have an actual street address; PO Boxes are not allowed.
Why a Board Member Should Not be your Registered Agent
Your home is your castle and not a business. Being your Association's Registered Agent means process servers will be knocking at your residence to serve you on behalf of your Association. You are legally required to make yourself available during business hours to accept service. You probably have a life outside of serving on the Board and may not necessarily want to spend business hours at your home. Some process servers may arrive at an inopportune time and may not be professional or courteous when they serve you with process on behalf of your Association.
Designating a Board Member as your Registered Agent may also open your Association to liability due to such person not knowing what should be done with the legal document with which they are served. For instance, whether your Registered Agent is a current or a former Board Member, he or she may accidentally or negligently fail to forward an important document to the right party in a timely basis. This unfortunate delay may result in severe, adverse consequences to the Association and even to the Board Member. Sometimes a former Board Member (or even a current one) may become vindictive and deliberately not forward the document to the right person(s) in the proper time frame for handling, thereby resulting in liability or at least unnecessary expense for the Association.
Who Should be Your Registered Agent?
We encourage you to select a professional with an active business address to serve as your Registered Agent. This law firm acts as the Registered Agent for many of our Association clients. Most management companies offer this service as well. However, there are advantages to having your legal counsel serve as your Registered Agent since generally it is a legal document that is being served upon the Registered Agent and such will normally need to be forwarded to your attorney for review and handling. Having your law firm be served directly as your Registered Agent eliminates the "middle man" so to speak. This also reduces the possibility of inadvertent or negligent delay in forwarding time-sensitive legal papers to your attorney who most likely is the appropriate person to be advising the Association regarding such a matter.
Filing Fees
If you select or change your Registered Agent when you file your Annual Corporate Report each year, there is no additional fee. However, if you select a new Registered Agent at any other time of the year, there is an additional minimal filing fee of $35. Nevertheless it is well worth the fee for your Association to have the appropriate choice of Registered Agent on file with the State when you balance that against the possible consequences of not selecting the right Registered Agent.
If you have any questions or would like to have Clayton & McCulloh serve as your Registered Agent, please feel free to contact our
Public Relations Department.
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Embracing Community:
Clayton & McCulloh Plays Santa!
Just before the 2017 Christmas holiday, Clayton & McCulloh spent time playing Santa to a truly amazing class of children in need at Howard Middle School in downtown Orlando. We have sponsored this class at Howard Middle for the past few years, but have never had such a large call to arms within our Clayton & McCulloh community. This year's class doubled in both size and need which brought forth our larger response. Over the course of 2017, we managed to stock up supplies to provide enough stockings, toothbrushes, toothpaste, shampoo, conditioner, and deodorant for each of the 74 students. In addition, we were able to supply the classroom with general school supplies including paper, pencils, assorted healthy snacks (and more candy than any child could want) to help these kids get through the day.
In addition to the general supplies we provide, each child gives us a small Christmas list for "Santa" containing a few items of choice. These kids are truly deserving of our sponsorship, not only because of the hardships that they live through all year, but also because of what we find on their Christmas lists. Their lists range from the normal things a class of middle school kids would want: footballs, basketballs, board games, headphones, toys, etc. However, the lists also include things that aren't typical of your average child. Many of the 3-4 small items listed are up to half filled with unusual things like socks, grocery store gift cards, roses, #1 Mom or Dad mugs, baby toys... etc. These kids are not just asking for their own joy, but in reality, want to help their family buy groceries, show appreciation to their parents, and even provide gifts for their siblings. These kids truly appreciate everything that we do to help, not only in making their Christmas dreams come true, but also the dreams of their families.
This year was no exception in creating heartfelt moments that arise within the sponsorship of this class and it is truly humbling to be involved in this program again this year. It is always warming to learn how special and important our contributions are to these kids and their families. We take on this sponsorship as yet another way we embody our motto of
Embracing Community.
(This year we have included a
slideshow of photos taken on that day in mid-December when we stopped by Howard Middle to create Christmas for a class of deserving children.
Click here to view slideshow)
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Need A Space To Have Your Meeting?
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We bet you have not been taking advantage of a very special service we offer at our Melbourne Office. Would you like to host a board or membership meeting somewhere else because:
- You would prefer a low key meeting without distractions;
- Would like an attorney present for all or part of the meeting;
- You need a professional setting.
Well, we have just the solution for you. Our large Melbourne conference room located off Wickham Road in the Viera/Suntree area can host up to fifteen people in a professional setting with a screen and projector made available to our clients. There is plenty of complimentary lighted parking available. While there is no charge to use the room, there would be a fee for the time that the attorney would be present in the meeting. When their presence isn't needed, they will retire to another part of the office to work on other matters and you can always call them back in the room if the need arises.
This service is especially valuable to our clients if there are sensitive subjects to discuss. While you can't bar your residents from attending most Association meetings, based on our experience it is rare for residents to attend a meeting at one of our offices.
If you would like more information on this service or to schedule a meeting, please call either Arlene Ring or David Batan at either of our offices.
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Upcoming Seminars/Events/Meetings
Our upcoming seminars and events are listed below.
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Check out our website for information on specific classes by clicking
here.
Tuesday, February 13
- Hosted by Clayton & McCulloh
Melbourne Office. Begins at 6:20 p.m. Partner Brian Hess will be presenting "Is Your Association Running out of Time?" The Marketable Record Title Act (MRTA) is a critical part of our Statutes and unless you comply with this Statute and take special action, your Association's Governing Documents will become invalid. Currently, the Legislature (as of this writing) is considering making it even more difficult for Associations to comply with this Act. This complimentary class includes appetizers and beverages.
For more information click
here.
Tuesday, February 20 -
Hosted by Clayton & McCulloh
Maitland Office. Begins at 6:20 p.m. Partner Brian Hess will be presenting "Is Your Association Running out of Time?" This complimentary class includes appetizers and beverages. For more information click here.
The March 2018 Official State Approved Board Certification Class
Did you know that the Florida Legislature passed legislation a few years ago requiring every Board Member to take this class? If you went off the Board for even a day, you must re-take the class. Or execute an Affidavit stating that you have read, understand your Documents, the ramifications of non-compliance, and agree to enforce your Documents? Make sure you attend this year's Certification Class to get the scoop on what is expected of you as a Board Member.
You asked for it - and we are granting your wish. We feature separate classes for HOAs, Condos/Coops, and Mobile Home Parks.
We have updated this course to comply with the yearly changes to the law.
Join us for two hours of preparing you for your role on the Board.
This class is offered for 2 CEU for CAMs - Operation /Human Resources/Elective Category
Thursday, March 1
- Hosted by Clayton & McCulloh
Backcourt Room, RDV Sportsplex, 8701 Maitland Summit Blvd, Orlando. Begins at 6:30 p.m. Senior & Founding Partner Neal McCulloh will be presenting an "HOA Board Certification Class." This complimentary class includes appetizers and beverages. For more information click here.
Thursday, March 8
- Hosted by Clayton & McCulloh
Holiday Inn - Space Coast Convention Center, 301 Tucker Lane, Cocoa. Begins at 6:30 p.m. Partner Russell Klemm will be presenting an "HOA Board Certification Class." This complimentary class includes appetizers and beverages. For more information click here.
Thursday, March 15
- Hosted by Clayton & McCulloh
Backcourt Room, RDV Sportsplex, 8701 Maitland Summit Blvd, Orlando
. Begins at 6:30 p.m. Senior & Founding Partner Ken Clayton will be presenting a "COA/Co-Op Board Certification Class." This complimentary class includes appetizers and beverages. For more information click
here.
Tuesday, March 20
- Hosted by Clayton & McCulloh
Holiday Inn - Space Coast Convention Center, 301 Tucker Lane, Cocoa
.
Begins at 6:30 p.m. Partner Brian Hess will be presenting a "COA/Co-Op Board Certification Class." This complimentary class includes appetizers and beverages. For more information click
here.
Thursday, March 29
- Hosted by Clayton & McCulloh
Cypress Creek Golf HOA. Begins at 6:30 p.m. Partner Russell Klemm will be presenting a "Mobile Home Park Board Certification Class." This complimentary class includes cookies and beverages. For more information click
here.
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Who's The Most Awesome In Your Association?
The 2017 Most Awesome Contest has been another year of touching moments and great successes through recognizing the outstanding Managers and Board Members of our Central Florida Community and beyond.
We hope that everyone will continue to nominate your "Awesome" Board Members and Managers.
Use the buttons below to nominate a Manager or Board Member you know who has truly gone above and beyond the call of duty for your Association. Be sure to elaborate
and ensure we know why your nominee is the Most Awesome!
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Presenting The 4th Quarter Most Awesome Manager:
Sarah Hutchinson, Manager at Ponce Inlet Club South
Clayton & McCulloh is proud to present the
Most Awesome Manager Award to Sarah Hutchinson, Manager at Ponce Inlet Club South.
Congratulations, Sarah!
Read the full story
here.
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Presenting The 4th Quarter Most Awesome Board Member:
Melba Hayden, President of Oceans Atrium
Condominium Association
Clayton & McCulloh is proud to present the Most Awesome Board Member Award to Melba Hayden, President at Oceans Atrium Condominium Association. Congratulations, Melba!
Read the full story
here.
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New Community Association Organizations Forming
There are several new organizations for members of HOAs, Condos, Co-Ops, and Mobile Home Parks starting their corporate organizational planning in three different areas of Central Florida in the coming months. They are:
Brevard County
Cities of Ocoee-Winter Garden-Gotha-Windermere
Cities of New Smyrna Beach-Oak Hill-Edgewater-Scottsmoor-Mims
These non-profit groups are in the early stages of organizational meetings. If you currently serve on a Board of Directors for a Community Association, you are eligible for membership. Want more information? P
lease call our Director of Public Relations at (407) 875-4429 or at
(407) 808-2553 after hours/weekends.
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Want To Own A Set Of The Florida Statutes
For Community Associations?
Through the years, we have received numerous requests for a set of the Florida Statutes pertaining to Community Associations. Due to these suggestions, we are now offering the "The Florida Statute Organization Service." The pertinent Statutes for HOAs, Condos, Co-Ops, and Mobile Home Parks are presented in a binder similar to the featured picture. Each page is in a sheet protector with tabs separating the various chapters. The cost of the book is $65. Each Florida Statue Book is designed just for your type of Community Association (HOA, Condominium, Cooperative, or Mobile Home Park).
The books will be ready for mailing in March. Save $15 if you also purchase our Document Organization Service.
If you would like to order one or would like more information, please call our Director of Public Relations, Arlene Ring, directly at (407) 875-4429 or after hours at (407) 808-2553.
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Did You Know?
To keep your corporation in good standing with the state your Corporate Report is
due May 1
along with
your filing fee of $61.25.
When filing your Corporate Report our clients should consider updating Clayton & McCulloh as their registered agent.
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Join Us In Celebrating These Birthdays!
Michele Cloutier - File Clerk, Clayton & McCulloh - January 6
Elizabeth Ryan - Independent Manager - January 10
Emily Isip - Manager, Towers Property Management - January 11
Joseph Arroyo - Manager, Sentry Management's Longwood Office - January 15
Arlene Ring - Director of Public Relations, Clayton & McCulloh - January 16
February
Michelle Tylutki - Collections Manager, Clayton & McCulloh - February 23
Diane Suchy - Manager, Bosshardt Property Management - February 24
James Tripp - Manager, Sentry Management's Clermont office - February 25
If you are interested in having your birthday recognized in our newsletter please respond with your Name, Association, and position on your board/management company you work for.
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Orlando Office: Maitland
The Clayton & McCulloh Building
1065 Maitland Center Commons Blvd.
Maitland, FL 32751
Phone: (407) 875-2655
Fax: (407) 875-3363
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Melbourne Office: Suntree/Viera
Baytree Corporate Park
1301 Bedford Drive, Suite 101
Melbourne, FL 32940
Phone: (321) 751-3449
Fax: (321) 751-3450
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Toll Free: (888) 793-1486
After Hours - 24/7: (407) 808-2553
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You are receiving this e-mail as you fall into one of the following categories:
* You are currently a client or client's manager;
* You have requested to be on our mailing list;
*as a member of BCAM, you are provided a subscription to the C&M mailing list; and/or
*as a former member of NECAM, you are provided a subscription to the C&M mailing list.
If you elect to be removed from this e-mail service, we will no longer be able to send you seminar invitations, information on changes in the law concerning Community Associations, newsletters, or any other information regarding the Community Association industry. You will not receive solicitation for business unless you have requested that information. We sincerely hope we can continue to assist you with the challenges that face Community Associations today through this service.
When replying with a question please include your full name
and the legal name of your Association (no acronyms, please unless your legal name on the Article of Incorporation lists an acronym.)
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