WATER'S EDGE HOUSE, INC., APPELLANT,
v.
BAL HARBOUR CLUB, INC., APPELLEE
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Water's Edge House, a member of Bal Harbour Club, sought to share in proceeds from the Club's property sale. The trial court found Water's Edge had forfeited membership by failing to pay dues. The appellate court reversed, holding that the Club failed to follow its own Articles of Reincorporation requiring notice and a hearing before suspending or expelling a member.
Water's Edge remained a Club member entitled to share in the property sale proceeds because the Club failed to comply with Section 9 of its Articles of Reincorporation, which required notice and opportunity to be heard before suspending or expelling a member. Water's Edge's share is reduced by any unpaid dues determined by the trial court.
[1] A club's articles of reincorporation govern the process for suspending or expelling a member.
[2] A club must comply with its own bylaws, including notice and opportunity to be heard provisions, before suspending or expelling a member.
Previewing 2 of 4 headnotes on this case. FLexlaw’s editorially structured points of law — every proposition, pinpointed — are reserved for members.
Join FLexlaw to unlock all legal intelligence“Having concluded that the Articles of Reincorporation controlled, the trial judge should have also concluded that absent the Club's compliance with Section 9 of those Articles, which provided the mechanism for suspending or expelling a member, including notice and the opportunity to be heard, the Club should not have "dropped" Water's Edge's from its membership rolls.”
Establishes that the Club was required to follow its own procedural requirements for member expulsion and that failure to do so invalidated the termination.
Previewing 1 of 3 key quotes on this case — the court’s exact language, pinpointed for members.
Join FLexlaw to unlock all legal intelligenceWater's Edge sought to intervene in a declaratory and injunctive action concerning the sale of real property owned by Bal Harbour Club. Water's Edge c…
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NESBITT, J.
Water’s Edge House Inc. (Water’s Edge) sought to intervene in a declaratory and injunctive action brought by real property buyers, Imbesi et al., against sellers, Bal Harbour Club et al. (the Club), concerning the sale of certain real property owned by the Club. Water’s Edge claimed to be a member of the Club, and as such, entitled to a share of the proceeds of the sale of Club property. The Club argued that having failed to pay its dues, Water’s Edge had been dropped as a member and thus was not entitled to share in the proceeds of the sale. Water’s Edge asserted that under a special status it enjoyed by mutual agreement with the Club, it was not required to pay dues. The trial court heard testimony on the matter and reviewed the documentary evidence introduced, including the Club’s Articles of Reincorporation. The court concluded that Water’s Edge had not paid past dues as it was required to do under the Club’s incorporating documents, and thus Water’s Edge was not entitled to share in the proceeds of the sale at issue. We reverse and remand for further proceedings.
Having concluded that the Articles of Reincorporation controlled, the trial judge should have also concluded that absent the Club’s compliance with Section 9 of those Articles, which provided the mechanism for suspending or expelling a member, including notice and the opportunity to be heard, the Club should not have “dropped” Water’s Edge’s from its membership rolls. That Section provides: Section 9. Suspension and Expulsion
Any member may be suspended or expelled for cause or for non-payment of dues, fees, assessments, house account, and other indebtedness of Proprietary or other member by a vote of the majority of the members of the Board of Governors, provided fifteen (15)days previous notice in writing shall have been given to the member of the charges preferred or the amounts which are delinquent, and an opportunity has been given the member to appear in person, or by counsel, or both, before the Board of Governors and present his defense thereto. Any member so expelled shall be dropped from membership in the Club and therefore shall have no interest in the assets of the Club or any right to the use of the facilities and services of the Club.
In the absence of its compliance with its own incorporating documents, Water’s Edge remained a Club member and was entitled to share in the proceeds of the property at issue, less the amount the trial court determines Water's Edge owed in unpaid dues.
Reversed and remanded.