9.                    Baywinds Community Association, Inc.  is a Florida Corporation doing business in Palm Beach County, Florida and organized under Florida Statute §720  et. Seq.

           10.                   The 2006 Annual Budget prepared by the Baywinds Community Association, Inc. reflects an estimated  annual gross income for 2006 in excess of TWO MILLION ($2,000,000.00) DOLLARS.

11.                 The demographics of the Baywinds community are diverse including residents of all  religious, racial and ethnic backgrounds,  and political ideologies.  However, Baywinds is an Active Adult Community so that only people over the age of eighteen (18) are allowed to reside in Baywinds and no more than Twenty (20% ) percent of the homes are allowed to have no residents 55 or older.
                        Lennar Corporation, (hereinafter “LENNAR”) is a Florida Corporation, doing business in Palm Beach County, Florida  with its principal place of business being at  700 N.W. 107th Avenue, Miami, Florida 33172.

12.             LENNAR was the developer of the Baywinds community.

13.             During the development phase, the Association was managed by a Board appointed by LENNAR (hereinafter the “LENNAR BOARD”).

            14.            The  LENNAR BOARD consisted of Sharon Caputo, Jill Cierpik and Robert Drews.

15.             Sharon Caputo, (hereinafter “CAPUTO”)  is an individual, over the age of eighteen (18).

16.             Jill Cierpik (hereinafter “CIERPIK”) is an individual, over the age of eighteen (18).

17.            Robert Drews, (hereinafter “DREWS”) is an individual, over the age of eighteen (18).

            18.             LENNAR by and through the LENNAR BOARD maintained full and complete control over the management of the Association  until the “turnover” when it  turned over the development to the Association.

19.            MMI of the Palm Beaches, (hereinafter “MMI”) is a Florida Corporation, doing business in Palm Beach County, Florida  with its principal place of business being at 14275 SW 142^nd Avenue, Miami, Florida 33186.

20.             At all times relevant hereto, MMI functioned as the property management company  for Baywinds Community Association, Inc.     

21.             Bryan WELCH, (hereinafter “WELCH”) is an individual, over the age of eighteen (18) and at all times relevant hereto a resident of Palm Beach County, Florida.

22.             At all times relevant hereto, WELCH was an employee, agent, or representative of MMI.

23.             WELCH is licenced community association manager.

            24.            At all times relevant hereto WELCH was assigned by MMI to act in the capacity of the property manager for Baywinds Community Association, Inc.

25.           James Krivok, (hereinafter “KRIVOK”) is an individual over the age of eighteen (18).

26.           At all times relevant hereto KRIVOK acted in the capacity of legal counsel for the Baywinds Community Associations, Inc.

27.             The Board  of Directors (hereinafter “BAYWINDS MASTER BOARD”) is the governing body of the Baywinds Community Association.

           28.             As of the date of filing this action, the BAYWINDS MASTER BOARD was comprised of the following persons:

a.

                                   Alex Tsacnaris - President;
                                    Marvin Levine - Vice-President;
                                    Karen Israel - Treasurer;
                                    Rosario Lantiere - Secretary;
                                    John Mikus;
                                    Louis Babbit;
                                    James Meyer;
                                    Joseph Cabano;
                                    Berenice Liberta;
                                    Martin Hamilton; and
                                    Leonard Katz

29.             Louis Babbit, (hereinafter “BABBIT”) is an individual, over the age of eighteen (18) and at all times relevant hereto a resident of Palm Beach County, Florida.

30.             Joseph Cabano, (hereinafter “CABANO”)  is an individual, over the age of eighteen (18) and at all times relevant hereto a resident of Palm Beach County, Florida.

31.             Martin Hamilton, (hereinafter “HAMILTON”)  is an individual, over the age of eighteen (18) and at all times relevant hereto a resident of Palm Beach County, Florida.

32.             Karen Israel, (hereinafter “ISRAEL”) is an individual, over the age of eighteen (18) and at all times relevant hereto a resident of Palm Beach County, Florida.

            33.             Leonard Katz, (hereinafter “KATZ”) is an individual, over the age of eighteen (18) and at all times relevant  hereto a resident of Palm Beach County, Florida.

34.             Rosario Lantiere, (hereinafter “LANTIERE”) is an individual, over the age of eighteen (18) and at all times relevant  hereto a resident of Palm Beach County, Florida.

35.             Marvin Levine, (hereinafter  “LEVINE” ) is an individual, over the age of eighteen (18) and at all times relevant  hereto a resident of Palm Beach County, Florida.

36.             Berenice Liberta, (hereinafter“LIBERTA”) is an individual, over the age of eighteen (18) and at all times relevant hereto a resident of Palm Beach County, Florida.

37.             James Meyer, (hereinafter “MEYER”) is an individual, over the age of eighteen (18) and at all times relevant  hereto a resident of Palm Beach County, Florida.

38.             John Mikus, (hereinafter “MIKUS”) is an individual, over the age of eighteen (18) and at all times relevant  hereto a resident of Palm Beach County, Florida.

39.             Alex Tsacnaris, (hereinafter “TSACNARIS”) is an individual, over the age of eighteen (18) and at all times relevant  hereto a resident of Palm Beach County, Florida.

40.             During the first half of 2004, while serving on the  "Presidents' Council," TSACNARIS, CABANO, LEVINE,  MEYER AND  MIKUS conducted and attended secret meetings at Hillary's Restaurant in Royal Palm Beach.

41.             In 2004, the LENNAR BOARD  created a “Master Advisory Council” which consisted of the President and one representative from each of the transitioned neighborhoods.

42.             In January  2005, the LENNAR BOARD decided to limit membership on this “Master Advisory Council” to the neighborhood Presidents. Although meetings of the Master Advisory Council were open to the residents, the “Presidents' Council” that was comprised of the same individuals continued to meet in secret.

                        Sometime in 2003 or early 2004,  CABANO,   LEVINE,   MEYER,  MIKUS, and TSACNARIS began discussions with  an attorney, David Core, to convince the LENNAR BOARD to alter the proportionate voting interests of parcel owners prior to turnover. David Core at that time was functioning as an unpaid legal advisor hoping to become the Association's attorney after turnover.

43.             Beginning in January 2004 and continuing over an eighteen (18)  month period,  CABANO, LEVINE, MEYER, MIKUS, and TSACNARIS conspired in closed secret offsite meetings to convince the  LENNAR BOARD to amend the Association’s Declaration prior to turnover to:

a.  alter the proportionate voting interests of parcel owners,

b.  keep this a secret from members, and

c.   avoid having to obtain member approval. (See exhibit “1").

          44.            On  June 24, 2004,  CABANO, LEVINE, MEYER,  MIKUS, and TSACNARIS were informed, by attorney David Core that one of the benefits to having the Master Association Directors appointed by their respective Neighborhood Associations, rather than being elected directly by the members of Baywinds was that “it protects smaller neighborhood associations from the possibly disproportionate influence a number of larger (neighborhood) associations can have in the master association election process.”

45.         Based upon the information provided by Attorney David Core, CABANO, LEVINE,  MEYER, MIKUS, and TSACNARIS were well aware that the intent and nature of the Seventh and Eighth Amendments were to materially and adversely alter the proportionate voting interests of the parcel owners in order to prevent the “disproportionate influence” that the voting interests of larger neighborhoods could have “in the master association election process.”

46.         On February 28, 2005, at the request of the LENNAR BOARD, the City Commission Board unanimously approved the LENNAR BOARD’s request for 2-story buildings.   CABANO, LEVINE,  MEYER, MIKUS, and TSACNARIS supported said action.  This approval resulted in the final Baywinds unit count being set to a number that triggered the three-month clock for mandatory turnover according to Florida Statute 720.307.(See Exhibit “2").

47.             The MASTER BOARD asked the LENNAR BOARD to alter the proportionate voting interests of parcel owners by amending the documents. (See Exhibit “3").

48.             On or about April 13, 2005, the LENNAR BOARD sent notice of a Special Meeting of the Master Association regarding the Baywinds Club Proposal to all Baywinds homeowners.

49.             The Proposal submitted by the LENNAR BOARD contained two (2) unrelated items the first concerning an Amendment to the By-Laws regarding the selection of the Board  after turnover and the second creating a “Club Purchase Committee” to negotiate the purchase of the clubhouse before turnover. (Attached as ExhibitA.swfExhibit “4").

50.             The  Proposal included a provision to amend the By-Laws of the Association prior to the turnover meeting to change selection of members of the BAYWINDS MASTER BOARD  from a generally elected Board to a Board of members appointed “without the need for an election.”

51.             On April 17, 2005, approximately three hundred (300) Baywinds Community Association, Inc., residents,  including the Plaintiffs,  petitioned the LENNAR BOARD, to allow the Members of the Baywinds Community Association, Inc., to vote on the two (2) items set forth in the Proposal individually.

52.        The LENNAR BOARD refused to allow the Members to vote on the two (2) items in the Proposal individually.

           53.         In response to the April 17, 2005, petition of the three hundred (300) resident requesting the opportunity to vote on items independently of the other LANTIERE, KATZ and MIKUS engaged in an attack to thwart the efforts including  labeling the efforts as “outrageous” and alleging that AMERO was  creating “divisiveness once again” and that  Plaintiffs have “already infected our community with their poison.” (See Exhibit “3").

54.        On April 21, 2005 at an informational meeting held at the Royal Palm Beach High School, Attorney David Core, who was representing CABANO, LEVINE,  MEYER, MIKUS, TSACNARIS,  BABBIT,  HAMILTON,  ISRAEL, KATZ,  LANTIERE and  LIBERTA    referred to the Plaintiffs as “recreational dissidents.”

55.             On April 21, 2005, at an Informational Meeting, Ben Solomon, legal counsel for the LENNAR BOARD  suggested that, should the Members vote in favor of the Proposal on April 26, 2005,  the Members at turnover would be permitted to vote for either the Presidents of each of the twelve (12) neighborhood associations automatically being appointed to the Board or for the neighborhood Members to vote for their Neighborhood’s representative to the Board.

56.             On June 8, 2005, AMERO, HELFGOTTT, HOROWITZ, KOLKIN, and other residents sent a letter to CAPUTO, as President of the LENNAR  BOARD, informing her of the closed meetings that were being conducted by the Club Purchase Committee.

            57.            On June 14, 2005, the LENNAR BOARD adopted the Seventh Amendment thus altering the proportionate voting interests of parcel owners without obtaining the approval of the parcel owners as required by Florida Statute 720.306 (1) ( c ). (Attached as Exhibit “ 5").

58.            On June 15, 2005 the LENNAR BOARD  sent out a notice for the turnover and the annual meeting of Baywinds Community Association, Inc.

59.             On June 28, 2005, LENNAR executed a Quitclaim Deed to the Common Areas within the community transferring ownership to the Association.

60.             On or about June 28, 2005, the LENNAR BOARD executed the Seventh Amendment to the By-Laws of the Association. A copy of this Amendment is attached as

61.              On June 29, 2005 LENNAR, as the Developer, acting by and through the LENNAR BOARD  turned over the community to the homeowners and CAPUTO, CIERPIK and DREWS submitted their letters of resignation.      

62.             On June 29, 2005 at the Annual Meeting of the Association, turnover occurred when 1) the Developer Board members resigned and the neighborhood Presidents, as provided for in the Seventh Amendment, became Board members, 2)  TSACNARIS, who was not an owner at that time and therefore ineligible to even be a Board member, was elected as President of the Board, 3) LENNAR as Developer turned over all official records and documents to the Association  at 7:55 PM, and 4) LENNAR  presented a general release form to be signed at some future date.

63.             On July 25, 2005 three (3) letters were faxed and mailed to KRIVOK inquiring as to  a) the eligibility of TSACNARIS to serve on the Master Board, b) the legitimacy of the Seventh Amendment, and c) closed Association meetings. (Attached as Exhibit “6").

            64.            On July 25, 2005 three (3) letters were  mailed to WELCH  regarding a) the eligibility of  TSACNARIS to serve on the Master Board, b) the legitimacy of the Seventh Amendment, and c) closed Association meetings. (Attached as Exhibit “7").

65.           On July 25, 2005 three (3) letters were to  mailed the BAYWINDS MASTER BOARD  regarding a) the eligibility of  TSACNARIS to serve on the Master Board, b) the legitimacy of the Seventh Amendment, and c) closed Association meetings. (Attached as Exhibit “7").

66.             In response to the July 25, 2005 letter,  KRIVOK called AMERO to discuss the issue of  TSACNARIS’ eligibility to serve on the Master Board and the legitimacy of the Seventh Amendment. When AMERO asked multiple times whether KRIVOK represented “the Board” or the “Association,” KRIVOK repeatedly said that he represented “the Board” as directed by its President, TSACNARIS.

67.             On or about July 25, 2006 AMERO informed KRIVOK that the BAYWINDS MASTER BOARD members were claiming that the LENNAR BOARD  had “intended” that the members of the  MASTER BOARD would remain in office until the 2006 Annual Member Meeting even if they were no longer a neighborhood President. To which KRIVOK replied that what was “written” not what was “intended” is what is important.

68.             On July 26, 2005, a Board Meeting was held with KRIVOK and WELCH and also Cathy Carr of MMI present and participating.

69.             On July 27, 2005, one (1)  month after the “turnover”  and after the LENNAR BOARD members resigned, the LENNAR BOARD adopted the Eighth Amendment thus altering the proportionate voting interests of parcel owners without authority as per Florida Statute 617.0806 and 720.307 and without obtaining the approval of the parcel owners as required by Florida Statute 720.306 (1)( c ). (Attached as Exhibit “8).

70.             On or about July 25, 2005, without a legitimate legal basis, The LENNAR BOARD claimed that turnover did not occur on June 29, 2004 and that CAPUTO,  CIERPIK and  DREWS  remained in office.   Said action was at the request of  KRIVOK and with the agreement of the BAYWINDS MASTER BOARD.

71.             On July 27, 2005, the LENNAR BOARD members who had previously resigned as Board members at the June 29, 2005 turnover meeting, adopted the Eighth Amendment to the Declaration of the Association stating that “there are no members or members entitled to vote on the amendment.”   Attached as     

72.             Notwithstanding the assertions of the LENNAR BOARD that turnover had not actually occurred and that the LENNAR BOARD  was still in control, CABANO,  LEVINE,  MEYER,  MIKUS, AND  TSACNARIS AND  BABBIT,  HAMILTON,  ISRAEL,  KATZ,  LANTIERE and  LIBERTA , KRIVOK and  WELCH conducted a  Baywinds Community Association Master Board Meeting during which business was conducted including the passing of a motion to hire contractors. (See exhibit “9').

73.             On August 2, 2005, the LENNAR BOARD  members who previously had submitted a first set of Resignation letters on June 29, 2005,  at the turnover meeting, submitted a second set of Resignation letters.

74.             On August 3, 2005 KRIVOK sent a letter to AMERO claiming a) it to be a response to all of those letters but failing to answer many of the questions raised in the nine letters sent on July 25, 2005 and  stating that  b) the June 29, 2005 turnover did not “technically occur” and the “developer appointed directors remained in office” and c) that because a Quit Claim Deed making  TSACNARIS an owner had been recorded in the Public Records,  TSACNARIS was now eligible to serve on the Master Board. (See Exhibit “10").

            75.            On August 10, 2005, in a good faith effort to address their questions and concerns several Plaintiffs sent  KRIVOK a letter a) contesting the validity of both the Seventh and Eighth Amendments, b) stating  their intent to file a Petition for Mediation with the state, and c) notifying of failere to provide answers to many of the previously submitted questions in the nine (9)  letters sent on July 25, 2005.  (See Exhibit “11").

76.            On  or about August  20, 2005, the Plaintiffs and several other residents, exercised their right to file a Petition for Mediation through the Department of Business and Professional Regulations pursuant to Florida Statute §720.311. (A copyof the Petition is attached as Exhibit “16").

77.             The Petition for Mediation challenged the validity of the Seventh and Eighth Amendments and the validity of the Board.

78.             On August 17, 2005, the Plaintiffs, again acting in good faith attempted to  address their questions and concerns sent  KRIVOK a letter outlining the following issues:

a.      many of the questions submitted in the  nine (9) letters sent on July 25,2005 still had still not been answered;

b.     CABANO reported at Pelican Cove’s August 15, 2005 Board meeting that KRIVOK and  CAPUTO, CIERPIK and DREWS worked together to resolve the issue regarding the conflict between the Articles of Incorporation and the By-Laws on the issue of the Seventh Amendment;

                        c.      CABANO, LEVINE, MEYER, MIKUS, TSACNARIS, BABBIT,  HAMILTON,  ISRAEL,  KATZ,  LANTIERE LIBERTA,  KRIVOK and  WELCH conducted a Master Board meeting in direct contradiction of the position that the LENNAR BOARD was in control;

d.      requesting the legal basis be provided for the claim that turnover did not occur on June 29, 2005. (See exhibit “12").

79.             On or about August 24, 2005, the  Plaintiffs sent a  letter to KRIVOK notifying him that:

a.     The BAYWINDS MASTER BOARD, including, CABANO,  LEVINE, MEYER, MIKUS, TSACNARIS,  BABBIT, HAMILTON, ISRAEL,  KATZ,  LANTIERE and LIBERTA had a fiduciary responsibility to respond to reasonable questions submitted by the Plaintiffs,

b.    failing to respond could put them at risk of becoming personally liable for their actions and inactions, and

c.    the Petition for Mediation was available on the internet for review and discussion. (See Attached “13").

80.             On September 9, 2005, the BAYWINDS MASTER BOARD  sent a letter to those who had signed the Petition for Mediation  threatening to a suit for legal fees and anticipated damages of more than THREE MILLION FIVE HUNDRED ($3,500,000.00) DOLLARS  and citing Florida Statute 617.0806 as the legal basis for the failure of turnover to occur on June 29, 2005. The letter was written by KRIVOK was on MMI letterhead and was signed by WELCH.

             81.          On September 9, 2005 a letter was sent to all residents by the BAYWINDS MASTER BOARD. The letter was written  KRIVOK was printed on MMI letterhead and was signed by WELCH and stated that:

a.    Claimed the Petition for Mediation had no merit,

b.    misrepresented Florida Statute 617.0806,

c.    violated Plaintiffs’ civil rights as protected by Florida Statute 720.304 (4),

d.   falsely claimed the Plaintiffs were putting the purchase of the clubhouse at risk,

e.   falsely claimed that Plaintiff damages could potentially be in excess of THREE MILLION FIVE HUNDRED ($3,500,000.00) DOLLARS, and

f.     informed the residents that The BAYWINDS MASTER BOARD intended to sue Plaintiffs personally for damages in excess of  THREE MILLION FIVE HUNDRED ($3,500,000.00) DOLLARS . (See Exhibit “14").

82.            At all times relevant hereto the Baywinds Community Association, Inc. by and through BAYWINDS MASTER BOARD  had actual and/or de facto jurisdiction over the matters as set forth herein.

83.             The Baywinds Community Association, Inc. is a not for profit corporation and also a  privately governed community that has substantially replaced the role of a municipality in the lives of the residents.

84.             The  Baywinds Community Association, Inc.,  has many attributes of a municipality and ostensibly operates like a  municipality.

            85.             The Baywinds Community Association, Inc.  is governed by an elected Board, the BAYWINDS MASTER BOARD  which operates much like a Town Council. 

86.             The authority of the BAYWINDS MASTER BOARD is bestowed upon them by the State of Florida pursuant to Florida Statute Chapter 720.

87.            Baywinds Community Association, Inc, by and through the BAYWINDS MASTER BOARD regulates the daily life of the Baywinds residents similar to a municipality and the actions of the BAYWINDS MASTER BOARD  are analogous to governmental actions in that the BAYWINDS MASTER BOARD performs many functions typically left to municipal government.

88.           The BAYWINDS MASTER BOARD’s  regulation and by-laws are the de facto equivalent of municipal ordinances, including but no limited to:

a.   Use of recreational facility;

b.   Hiring decisions;

c.   Financial decisions directly impacting  upon the residents;

d.   Parking control;

e.   Maintaining all of the roads within Baywinds including the drainage system:

f.    Aesthetic and architectural control; and

g.   Regulation of contracts for services directly impacting upon the residents.

89.             The BAYWINDS MASTER BOARD establishes and enforces the community rules.

            90.            The BAYWINDS MASTER BOARD exercises certain judicial authority over the residents as the BAYWINDS MASTER BOARD has authority over the  violation of rules, including the right to levy fines for violations.

91.            The BAYWINDS MASTER BOARD exercises quasi -zoning power by controlling what resident are permitted to do with their property.

92.             The Baywinds Community Association, Inc provides the following services:

a.   security;

b.   cable television;

c.   grounds maintenance; and

d.   building maintenance.

93.             The BAYWINDS MASTER BOARD  has the authority to exercise certain police powers, including but not limited to  regulation as to parking and vehicles and architectural review. There are speed limit signs  and stop signs on these private roads which the BAYWINDS MASTER BOARD has the authority to enforce through fines.

94.             The functions of the BAYWINDS MASTER BOARD  are financed through the mandatary assessment levied by the BAYWINDS MASTER BOARD  upon the residents.

95.             The BAYWINDS MASTER BOARD establishes  and collects assessments against residents.

96.             The assessments are  similar to a tax and the failure to pay the assessments subjects the resident to foreclosure on their property.

97.             The recreational facilities within the Baywinds Community Association, Inc. over which the BAYWINDS MASTER BOARD  exercises control include:

                        a.  Gym; Aerobics Room; Locker Rooms with Saunas;

b.  Three Heated Pools and a Hot Tub;
                                    Library with 2 Computers and a Lending Library;
                                    Billiard Room with 4 Tables;                         Craft Room with Kiln;
                                    Media Room with state of the art sound system;
                                    2 Card/Meeting Rooms;
                                    Grand Ballroom with Stage and Lights; and
                                    Limited Kitchen Facilities.

98.             The Baywinds Community Association, Inc.  maintains a community clubhouse as a common element for the use and benefit of the residents. Said structure is the local public forum where resident meetings take place, community affairs are handled, and a host of other activities and services traditionally provide by a municipality are centered.

99.             The Plaintiffs as residents and  members of the Baywinds Community Association, Inc., did not waive their constitutional rights by purchasing real property within the Baywinds Community and signing contracts which contained nonnegotiable deed restrictions.

100.             The Defendants as set forth herein have  engaged and are engaging in actions and practices that deny the Plaintiffs the right of democratic participation in the governing affairs of their community as guaranteed by common law, statutory law and the Florida Constitution.

101.             Florida Statute §720.305 provides in pertinent part, that:

            Each member and the member's tenants, guests, and invitees, and each association, are governed by, and must comply with, this chapter, the governing documents of the community, and the rules of the association. Actions at law or in equity, or both, to redress alleged failure or refusal to comply with these provisions may be brought by the association or by any member against:

a.   The association;
                                           A member;
                                           Any director or officer of an association who willfully and knowingly fails to comply with said  and
                                           Any tenants, guests, or invitees occupying a parcel or using the common areas.

102.              The Plaintiffs as members of the Baywinds Community Association, Inc.  bring this action against the Baywinds Community Association, Inc,  and the directors and officers of the Baywinds Community Association, Inc. pursuant to Florida State §720.305.

103.             Pursuant to Florida State §720.305, the prevailing party in any such litigation is entitled to recover reasonable attorney's fees and costs.

104.             All conditions precedent to filing this action have been met, excused, or waived.

COUNT I

VIOLATION OF ARTICLE 1 §2 of THE FLORIDA CONSTITUTION

105.             The Plaintiffs sue the Baywinds Community Association, Inc., for Deprivation of their rights under Florida Constitution Article 1 §2.

106.             The Plaintiffs reallege each and every allegation as set forth in paragraphs 1 through 129  above and would further allege:

107.             Article I, Section 2 of the Florida Constitution provides that

            “All natural persons, female and male alike, are equal before the law and have inalienable rights, among which are the right to enjoy and defend life and liberty, to pursue happiness, to be rewarded for industry, and to acquire, possess and protect property.”

108.             Given that powers and authority of the Baywinds Community Association, Inc., and the BAYWINDS MASTER BOARD over the residents and that the roles are analogous to governmental actions the issues as set forth herein  call into play the constitutional limitations and considerations  that apply to a municipality.

109.             The Baywinds Community Association, Inc, by and through its governing body, the BAYWINDS MASTER BOARD violated the civil rights of the Plaintiffs through false claims, threats and intimidation in response to the Plaintiffs exercising their right to enjoy and defend life and liberty, to pursue happiness as protected by  Article  I, §2 of the State Constitution.

110.             During the August  29, 2005 Board Meeting, in response to the Filing of the Petition for Mediation, KRIVOK addressed the membership and encouraged  those in attendance to take action as to these who had signed the Petition stating, inter alia,

a.

“maybe some of you folks need to get their attention”

b.

Advising that the Board was sending each of the people who signed the petition a letter explaining why their actions may have an adverse impact on the community and what their legal liability will be if they choose to pursue that.

                       c.

                          “But don’t take a small group of people and put legal barriers that prevent the wishes of the overwhelming majority of homeowners from being effectuated by some frivolous action that they choose to take. “

d.

“And that’s where we can use your help.”

111.             After KRIVOK invited those in attendance to take action, TSACNARIS twice asked the individuals who had signed the Petition for Mediation to stand up at the meeting after which time the meeting degenerated into a free for all with obscene gestures being made towards the Petitioners and their supporters and one resident charging toward KAIMAN, a Petitioner, requiring  KAIMAN, to put a chair between himself and this person. Another person charged toward Harvey Caspari, a resident of Baywinds Community Association, Inc. and a supporter of the Plaintiffs, and people had to hold this aggressor back.

112.             The actions of KRIVOK, TSACNARIS and the BAYWINDS MASTER BOARD caused the Plaintiffs to hear for their immediate physical safety and well bin and also caused the Plaintiffs to continuing to fear for the safety of themselves and their families and associates.

113.             The Baywinds Community Association, Inc, by and through it governing body, the BAYWINDS MASTER BOARD:

a.

Engaged in actions as set forth in this Complaint with the intent and the result of depriving the Plaintiffs of   their right to enjoy and defend life and liberty, to pursue happiness;

b.

Conducted secret meetings as set forth in this complaint;

                        c.

                        Caused the Association documents to be amended to so alter the voting rights of the residents;

d.

Acted in the capacity of a Board and made decisions impacting the community while the validity of s sitting Board was in question, to wit, whether it was the LENNAR BOARD or the BAYWINDS MASTER BOARD that was actually in office;

e.

Actively sought to prevent the Plaintiffs and other residents form taking any action that would challenge and/or interfer with their intent to alter the voting rights or otherwise challenging the decisions and actions of the BAYWINDS MASTER BOARD;

f.

Attacking the Plaintiffs for their efforts to speak out s to the authority, decisions and actions of the BAYWINDS MASTER BOARD;

g.

Inciting other residents to take action against the Plaintiffs;

h.

Refusing to answer questions or address the issues presented by the Plaintiffs; and

i.

Refusing to provide Plaintiffs with access to the Official records of the baywinds Community Association, Inc.

114.             As a direct result of the actions of the BAYWINDS MASTER BOARD and/or its agents, as set forth herein, several residents, fearing retaliation removed their names from the Petition for Mediation.

115.             As a direct result of the actions of the BAYWINDS MASTER BOARD and/or its agents, as set forth herein, the Plaintiffs suffered fear of imminent harm, including fear for their physical safety and well-being, and fear of ongoing retribution.

            116.             The acts by the BAYWINDS MASTER BOARD  were done knowingly, willfully, and with malicious intent, and the Plaintiffs are entitled to damages in an amount to be determined by proof at trial.

117.               As direct result of actions of  the BAYWINDS MASTER BOARD as set forth herein, the Plaintiffs suffered damages.

118.               As a direct and proximate result of Defendant’s actions, the Plaintiffs have suffered  humiliation, emotional distress,  mental anguish, betrayal, loss of capacity for enjoyment of life, and the loss of capacity for the enjoyment of use of their property. The losses are either permanent or continuing, and the Plaintiffs will continue to suffer the losses in the future.

Wherefore, the PLAINTIFFS  request:            

a.

That the PLAINTIFFS be awarded damages;

b.

That the PLAINTIFFS  be awarded costs in this action; and

c.

That the Court Grant any other relied deemed fair and just.

COUNT II

VIOLATION OF ARTICLE 1 §4 of THE FLORIDA CONSTITUTION

119.

The Plaintiffs sue Baywinds Community Association, Inc., for Deprivation of their rights under Florida Constitution Article 1 §4.

120.             The Plaintiffs reallege each and every allegation as set forth in paragraphs 1 through 129 and 135, 136, 137  and 144  above and would further allege:

             121.         Article I,  Section 4, of the Florida constitution provides

             “Every person may speak, write and publish his sentiments on all subjects but shall be responsible for the abuse of that right. No law shall be passed to restrain or abridge the liberty of speech or of the press.”

122.

Given that powers and authority of the Baywinds Community Association, Inc., and the BAYWINDS MASTER BOARD over the residents and that the roles are analogous to governmental actions the issues as set forth herein  call into play the constitutional limitations and considerations  that apply to a municipality.

123.             At all times relevant hereto, AMERO maintained a web site  www.baywindslife.com

124.             The home page of the www.BaywindsLife.com displayed the following welcome message:

“WELCOME
Welcome to BaywindsLife, the website representing the lifestyle and community activities of the residents of Baywinds. The website is a work in progress expected to afford residents with information about life at Baywinds including organizations, social activities and community events. Feel free to explore the features available on this site.
Baywinds is a beautifully landscaped active adult community (55+) located on Okeechobee Boulevard just ? mile east of the intersection of SR7/441 in West Palm Beach, Florida. Planned for over 1000 families, it has 11 occupied neighborhoods of single-story homes and villas. (One final neighborhood has yet to be developed.)
Club Baywinds has a charming resort ambiance and is enhanced by facilities including a grand ballroom with a stage and rooms for card/game players, billiards, multimedia events, arts and crafts, exercise, aerobics, and a library/ computer center. The club offers tennis courts, bocce and shuffleboard areas, and 3 pools and a whirlpool. Classes, activities and shows are scheduled regularly!”

125.           The web site was maintained as a forum for residents and others to obtain information, to communicate with others and to provide an open forum for the interchange of ideas.

126.             The web site  was a target of repeated attacks by the BAYWINDS MASTER BOARD  and KRIVOK, and AMERO was threatened with a lawsuit for maintaining  the web site.

127.             On or about June 20, 2005, RAAB, attended a meeting of the  Baywinds Presidents' Transition Committee wherein he attempted to speak, the chair of the meeting refused to permit him to speak yet allowed abusive jeers from the crowd, in a clear and calculated attempt to  prohibit an exchange of ideas.

128.             The Baywinds Community Association, Inc, by and through its governing body, the BAYWINDS MASTER BOARD, violated the civil rights of the Plaintiffs through false claims, threats and intimidation in response to the Plaintiffs exercising their right speak, write and publish their sentiments  as protected by the First Amendment to the United States Constitution and s. 4, Art. I of the State Constitution.

129.             On October 31, 2005 KRIVOK sent an e-mail to  AMERO alleging that   the BaywindsLife© website was libelous.

130.             The Baywinds Community Association, Inc, by and through its governing body, the BAYWINDS MASTER BOARD:

a. Engaged in actions as set forth in this Complaint with the intent and the result of depriving the Plaintiffs of   their right to enjoy and defend life and liberty, to pursue happiness;

b. Conducted secret meetings as set forth in this complaint;

c. Caused the Association documents to be amended to so alter the voting rights of the residents;

d. Acted in the capacity of a Board and made decisions impacting the community while the validity of s sitting Board was in question, to wit, whether it was the LENNAR BOARD or the BAYWINDS MASTER BOARD that was actually in office;

e. Actively sought to prevent the Plaintiffs and other residents form taking any action that would challenge and/or interfere with their intent to alter the voting rights or otherwise challenging the decisions and actions of the BAYWINDS MASTER BOARD;

f. Attacking the Plaintiffs for their efforts to speak out s to the authority, decisions and actions of the BAYWINDS MASTER BOARD;

g.  Inciting other residents to take action against the Plaintiffs;

h.  Refusing to answer questions or address the issues presented by the Plaintiffs; and

i.   Refusing to provide Plaintiffs with access to the Official records of the baywinds Community Association, Inc.

131.              The Defendants acts were done knowingly, willfully, and with malicious intent, and the Plaintiffs are entitled to damages in an amount to be determined by proof at trial.

132.             As a direct result of the actions of the BAYWINDS MASTER BOARD and/or its agents, as set forth herein, several residents, fearing retaliation removed their names from the Petition for Mediation.

133.             As a direct result of the actions of the BAYWINDS MASTER BOARD and/or its agents, as set forth herein, the Plaintiffs suffered fear of imminent harm, including fear for their physical safety and well-being, and fear of ongoing retribution.

134.              The acts by the BAYWINDS MASTER BOARD  were done knowingly, willfully, and with malicious intent, and the Plaintiffs are entitled to damages in an amount to be determined by proof at trial.

135.             As direct result of actions of  the BAYWINDS MASTER BOARD the Plaintiffs were damaged as set forth herein.

136.               As a direct and proximate result of the Defendant’s actions, the Plaintiffs have suffered  humiliation, emotional distress,  mental anguish, betrayal, loss of capacity for enjoyment of life, and the loss of capacity for enjoyment of the use of their property. The losses are either permanent or continuing, and the Plaintiffs will continue to suffer the losses in the future.

WHEREFORE, the PLAINTIFFS  request:            

a.  That the PLAINTIFFS be awarded damages;

b.  That the PLAINTIFFS  be awarded costs in this action; and

c.  That the Court Grant any other relied deemed fair and just.

COUNT III

VIOLATION OF ARTICLE 1 §4 of THE FLORIDA CONSTITUTION

137.          The Plaintiffs sue Baywinds Community Association, Inc., for Deprivation of their rights under Florida Constitution Article 1 §5.

138.           The Plaintiffs reallege each and every allegation as set forth in paragraphs 1 through 129 and 135, 136, 137  and 162  above and would further allege:

139.             Section 5, Article I, of the Florida Constitution, provides,

            ‘The people shall have the right peaceably to assemble, to instruct their representatives, and to petition for redress of grievances.”

            140.          The Baywinds Community Association, Inc, by and through its governing body, the BAYWINDS MASTER BOARD, violated the civil rights of the Plaintiffs through false claims, threats and intimidation in response to the Plaintiffs exercising their right to petition for redress of grievances before the various governmental entities of this state as protected by the First Amendment to the United States Constitution and s. 5, Art. I of the State Constitution.

141.            The Plaintiffs as residents of the Baywinds Community Association, Inc.  did not waive their constitutional rights by purchasing real property within the Baywinds Community and hence signing contracts which contained non-negotiable deed restrictions.           

142.             Given that powers and authority of the Baywinds Community Association, Inc., and the BAYWINDS MASTER BOARD over the residents and that the roles are analogous to governmental actions the issues as set forth herein  call into play the constitutional limitations and considerations  that apply to a municipality.

143.             The Baywinds Community Association, Inc, by and through its governing body, the BAYWINDS MASTER BOARD:

a.

Engaged in actions as set forth in this Complaint with the intent and the result of depriving the Plaintiffs of   their right to enjoy and defend life and liberty, to pursue happiness;

b.

Conducted secret meetings as set forth in this complaint;

c.

Caused the Association documents to be amended to so alter the voting rights of the residents;

d.

                        Acted in the capacity of a Board and made decisions impacting the community while the validity of s sitting Board was in question, to wit, whether it was the LENNAR BOARD or the BAYWINDS MASTER BOARD that was actually in office;

e.

Actively sought to prevent the Plaintiffs and other residents form taking any action that would challenge and/or interfer with their intent to alter the voting rights or otherwise challenging the decisions and actions of the BAYWINDS MASTER BOARD;

f.

Attacking the Plaintiffs for their efforts to speak out s to the authority, decisions and actions of the BAYWINDS MASTER BOARD;

g.

Inciting other residents to take action against the Plaintiffs;

h.

Refusing to answer questions or address the issues presented by the Plaintiffs; and

i.

Refusing to provide Plaintiffs with access to the Official records of the baywinds Community Association, Inc.

144.              The Defendants acts were done knowingly, willfully, and with malicious intent, and the Plaintiffs are entitled to damages in an amount to be determined by proof at trial.

145.             As a direct result of the actions of the BAYWINDS MASTER BOARD and/or its agents, as set forth herein, several residents, fearing retaliation removed their names from the Petition for Mediation.

146.             As a direct result of the actions of the BAYWINDS MASTER BOARD and/or its agents, as set forth herein, the Plaintiffs suffered fear of imminent harm, including fear for their physical safety and well-being, and fear of ongoing retribution.

            147.            The Defendants acts were done knowingly, willfully, and with malicious intent, and the Plaintiffs are entitled to damages in an amount to be determined by proof at trial.

148.              As a direct result of Defendants actions as set forth herein , the Plaintiffs suffered damages.

149.               As a direct and proximate result of the Defendant’s actions, the Plaintiffs have suffered  humiliation, emotional distress,  mental anguish, betrayal, loss of capacity for enjoyment of life, loss of capacity for enjoyment of the use of their property. The losses are either permanent or continuing, and Plaintiffs will continue to suffer the losses in the future.

WHEREFORE, the PLAINTIFFS  request:             

a.   That the PLAINTIFFS be awarded damages;

b.   That the PLAINTIFFS  be awarded costs in this action; and

c.   That the Court Grant any other relief deemed fair and just.

COUNT IV

DENIAL OF VOTING EQUALITY

150.            The Plaintiffs sue  Baywinds Community Association, Inc., for deprivation of their voting Equality.

151.            The Plaintiffs reallege each and every allegation as set forth in paragraphs 1 through 129 and 135, 136, 137  and 175  above and would further allege:

          152.              Since the BAYWINDS MASTER BOARD exercises powers of management similar to those exercised by municipal corporations,  the voting scheme as set forth in the Seventh and Eighth Amendments violates equal protection embodied by Florida Constitution, Florida Statute §720.306(1)( c) and the Association Documents.

153.          The BAYWINDS MASTER BOARD is the governing body, although elected by residents is the product of an electoral system that is a substantial variance from the principals guaranteed by the Association documents and Florida Constitution.

154.             Both the Seventh and Eighth Amendments materially and adversely alter the proportionate voting interests of all parcel owners by reducing the number of BAYWINDS MASTER BOARD members that each parcel owner can vote for e.g., prior to the adoption of these Amendments members could vote for all seats on the BAYWINDS MASTER BOARD  but after adoption of these Amendments members could only vote for 1 of 12 seats on the BAY WINDS MASTER BOARD representing a loss of proportionate voting interests of approximately NINETY -TWO (92%) PERCENT.

155.             Both the Seventh and Eighth Amendments materially and adversely alter the proportionate voting interests of all parcel owners through reapportionment of voting interests (i.e., the proportionate voting interests of parcel owners in the six (6) largest neighborhoods was decreased and the proportionate voting interests of parcel owners in the six (6) smallest neighborhoods was increased). As an example, the Amendments made the voting interests of the One Hundred Eighty (180)  parcel owners in the Lighthouse Pointe neighborhood EQUAL to the thirty-six 36 parcel owners in the Sailfish Cove neighborhood  i.e., the thirty -six (36)  parcel owners of Sailfish Cove could vote for a single seat on the Master Board while the One Hundred Eighty (180) parcel owners of Lighthouse Pointe, a neighborhood with five (5) times the number of parcel owners, could only vote for a single seat on the Master Board.

156.             Both the Seventh and Eighth Amendments materially and adversely alter the proportionate voting interests of all parcel owners because less than FORTY (40%) PERCENT  of the parcel owners control a majority of seats on the Master Board and can therefore always outvote the other members on the Master Board who represent more than SIXTY (60%) PERCENT of the parcel owners.

157.             Both the Seventh and the Eighth Amendments violate the one man, one vote principle created by the US Supreme Court by diminishing the value of the votes for the homeowners in the larger neighborhoods by increasing the value of the votes for the homeowners in the smaller neighborhoods. This principle is further supported by Florida Statute 720.306 subsection (1) which states in part that “an amendment may not materially and adversely alter the proportionate voting interest appurtenant to a parcel unless the record parcel owner and all record owners of liens on the parcels join in the execution of the amendment.”

158.             Both the Seventh and the Eighth Amendments  create the situation where a majority of Board members who represent a minority of Members could control the decisions of the Board.

159.             The Plaintiffs as residents of the Baywinds Community Association, Inc. did not waive their constitutional rights by purchasing real property within the Baywinds Community Association, Inc.  and hence signing contracts which contained nonnegotiable deed restrictions.

            160.           The Defendants acts were done knowingly, willfully, and with malicious intent, and the Plaintiffs are entitled to damages in an amount to be determined by proof at trial.

161.            As direct result of the Defendants actions as set forth herein, the Plaintiffs suffered damages.

162.             As a direct and proximate result of the Defendant’s actions, the Plaintiffs have suffered  humiliation, emotional distress,  mental anguish, betrayal, loss of capacity for enjoyment of life, and the loss of capacity for enjoyment of use of their property. The losses are either permanent or continuing, and Plaintiffs will continue to suffer the losses in the future.

Wherefore, the PLAINTIFFS  request:            

a.   That the PLAINTIFFS be awarded damages;

b.   That the PLAINTIFFS  be awarded costs in this action; and

c.   That the Court Grant any other relief deemed fair and just.

COUNT V

VIOLATION OF FLORIDA STATUTE 720.304

163.              The Plaintiffs sue Baywinds Community Association, Inc., KRIVOK and WELCH  for violation of Florida Statute §720.304.

164.             The Plaintiffs reallege each and every allegation as set forth in paragraphs 1 through  above 112, 124 through129; 135, 136, 137 and 188 and would further allege:

            165.             Florida Statue §720.304 provides in pertinent part:

            (4) It is the intent of the Legislature to protect the right of parcel owners to exercise their rights to instruct their representatives and petition for redress of grievances before the various governmental entities of this state as protected by the First Amendment to the United States Constitution and s. 5, Art. I of the State Constitution. The Legislature recognizes that "Strategic Lawsuits Against Public Participation" or "SLAPP" suits, as they are typically called, have occurred when members are sued by individuals, business entities, or governmental entities arising out of a parcel owner's appearance and presentation before a governmental entity on matters related to the homeowners' association. However, it is the public policy of this state that government entities, business organizations, and individuals not engage in SLAPP suits because such actions are inconsistent with the right of parcel owners to participate in the state's institutions of government. Therefore, the Legislature finds and declares that prohibiting such lawsuits by governmental entities, business entities, and individuals against parcel owners who address matters concerning their homeowners' association will preserve this fundamental state policy, preserve the constitutional rights of parcel owners, and assure the continuation of representative government in this state. It is the intent of the Legislature that such lawsuits be expeditiously disposed of by the courts.

            (a) As used in this subsection, the term "governmental entity" means the state, including the executive, legislative, and judicial branches of government, the independent establishments of the state, counties, municipalities, districts, authorities, boards, or commissions, or any agencies of these branches which are subject to chapter 286.

            (b) A governmental entity, business organization, or individual in this state may not file or cause to be filed through its employees or agents any lawsuit, cause of action, claim, cross-claim, or counterclaim against a parcel owner without merit and solely because such parcel owner has exercised the right to instruct his or her representatives or the right to petition for redress of grievances before the various governmental entities of this state, as protected by the First Amendment to the United States Constitution and s. 5, Art. I of the State Constitution.

            166.   Florida Statute 720.301(2) expressly provides that “the Legislature finds that homeowners' associations and their individual members will benefit from an expedited alternative process for resolution of election and recall disputes and presuit mediation of other disputes involving covenant enforcement and authorizes the department to hear, administer, and determine these disputes as more fully set forth in this chapter.”

167.  Florida Statute §720.311 (2)(a)  provides in pertinent part that:

            Disputes between an association and a parcel owner regarding use of or changes to the parcel or the common areas and other covenant enforcement disputes, disputes regarding amendments to the association documents, disputes regarding meetings of the board and committees appointed by the board, membership meetings not including election meetings, and access to the official records of the association shall be filed with the department for mandatory mediation before the dispute is filed in court.

168.  The Baywinds Community Association, Inc, by and through its governing body, the BAYWINDS MASTER BOARD:

a.

            Engaged in actions as set forth in this Complaint with the intent and the result of depriving the Plaintiffs of   their right to enjoy and defend life and liberty, to pursue happiness;

b.

            Conducted secret meetings as set forth in this complaint;

c.    Caused the Association documents to be amended to so alter the voting rights of the residents;

                        d.    Acted in the capacity of a Board and made decisions impacting the community while the validity of s sitting Board was in question, to wit, whether it was the LENNAR BOARD or the BAYWINDS MASTER BOARD that was actually in office;

e.    Actively sought to prevent the Plaintiffs and other residents form taking any action that would challenge and/or interfere with their intent to alter the voting rights or otherwise challenging the decisions and actions of the BAYWINDS MASTER BOARD;

f.      Attacking the Plaintiffs for their efforts to speak out s to the authority, decisions and actions of the BAYWINDS MASTER BOARD;

g.     Inciting other residents to take action against the Plaintiffs;

h.     Refusing to answer questions or address the issues presented by the Plaintiffs; and

i.     Refusing to provide Plaintiffs with access to the Official records of the baywinds Community Association, Inc.

169.      The Defendants acts were done knowingly, willfully, and with malicious intent, and the Plaintiffs are entitled to damages in an amount to be determined by proof at trial.

170.             As a direct result of the actions of the BAYWINDS MASTER BOARD and/or its agents, as set forth herein, several residents, fearing retaliation removed their names from the Petition for Mediation.

171.             As a direct result of the actions of the BAYWINDS MASTER BOARD and/or its agents, as set forth herein, the Plaintiffs suffered fear of imminent harm, including fear for their physical safety and well-being, and fear of ongoing retribution.

            172.            The Defendants acts were done knowingly, willfully, and with malicious intent, and the Plaintiffs are entitled to damages in an amount to be determined by proof at trial.

173.            As direct result of the Defendants actions as set forth herein, the Plaintiffs suffered damages.

174.            As a direct and proximate result of the Defendant’s actions, the Plaintiffs have suffered  humiliation, emotional distress,  mental anguish, betrayal, loss of capacity for enjoyment of life, and the loss of capacity for enjoyment of use of their property. The losses are either permanent or continuing, and the Plaintiffs will continue to suffer the losses in the future.

            Wherefore, the PLAINTIFFS  request:           

a.   That the PLAINTIFFS be awarded damages;

b.   That the PLAINTIFFS  be awarded costs in this action; and

c.   That the Court grant any other relief deemed fair and just.

COUNT VI

BREACH OF FIDUCIARY  DUTY

175.             The Plaintiffs sue Baywinds Community  Association, Inc. for Breach of Fiduciary Duty.

176.             The Plaintiffs reallege each and every allegation as set forth in paragraphs 1 through 112, 124 through 129, 135, 136, 137 and 200  above and would further allege:  

            177.             Pursuant to Florida Statute §720.303(1) the officers and directors of an association have a fiduciary relationship to the members who are served by the association.

178.             Each of the Plaintiffs are members who are served by the Baywinds Community  Association, Inc.

179.             As a result of the Plaintiffs’ membership in the Baywinds Community Association and pursuant to the provisions of Florida Statute , the Plaintiffs and the BAYWINDS MASTER BOARD , share a relationship whereby:

a.  The Plaintiffs placed their trust and confidence in the  BAYWINDS MASTER BOARD to serve the community and to manage the day to day affairs and the assets in a reasonable and competent manner and to adhere to the applicable Florida laws and the provisions of the Association documents,  and

b. The BAYWINDS MASTER BOARD, undertook the responsibility to serve the community and to manage the day to day affairs and the assets in a reasonable and competent manner and to adhere to the applicable Florida laws and the provisions of the Association documents.

180.             The BAYWINDS MASTER BOARD,  breached the  fiduciary duty  by including but not limited to the following:

a.    Actively participating in the actions as complained of herein;

b.    Permitting the actions as complained of herein to take place and taking no action to stop said wrongdoings;

                        c.   Subjecting the Association to increased legal fees and potential legal actions;

d.   Hiring service providers and executing contracts while the validity of the Board was in question;

e.   Purchasing a clubhouse for FIVE MILLION NINE HUNDRED THOUSAND  ($5,900,000.00) DOLLARS during a time when the validity of the BAYWINDS MASTER BOARD was at issue;

f.   Not taking action as to the claim of error on the part of Lennar as to issues pertaining to the turnover of the community;

g.  Refusing to address questions and issues as presented by residents hence subjecting the Association to further legal fee and costs;        

h.  Refusing to provide residents access to official documents as required by Florida Statute hence subjecting the Association to further fees and costs;

i.   Permitting Lennar to not contribute to the annual dues/assessments hence causing an estimated  loss of NINETY SEVEN THOUSAND ($97,000.00) DOLLARS  in the annual income.

181.             As direct result of breach the Plaintiffs suffered damages.

182.      As a direct and proximate result of the actions of the BAYWINDS MASTER BOARD, the Plaintiffs have suffered  humiliation, emotional distress,  mental anguish, betrayal, loss of capacity for enjoyment of life, and the loss of capacity for the enjoyment of use of their property. The losses are either permanent or continuing, and Plaintiffs will continue to suffer the losses in the future.

            WHEREFORE, the PLAINTIFFS  request:           

a.   That the PLAINTIFFS be awarded damages;

b.   That the PLAINTIFFS  be awarded costs in this action; and

c.   That the Court Grant any other relied deemed fair and just.

COUNT VII

BREACH OF GOOD FAITH AND FAIR DEALING

183.              The Plaintiffs sue the Baywinds Community Association, Inc.  for  Breach of Implied Covenant of Good Faith & Fair Dealing.

184.             The Plaintiffs reallege each and every allegation as set forth in paragraphs 1 through 112, 124 through 129, 135, 136, 137 and 208  above and would further allege:

185.            The Plaintiffs reallege each and every allegation as set forth in paragraphs  through   above and would further allege:

186.             The Plaintiffs and the Baywinds Community Association, Inc,  are parties to a written contract, to wit, the Association Documents.                             

            187.             The BAYWINDS MASTER BOARD owed to the Plaintiffs a duty of good faith and fair dealing in the performance and enforcement of their duties arising out of the Association Documents.

188.             As set more fully herein, The BAYWINDS MASTER BOARD breached the  implied covenant of good faith and fair dealing toward Plaintiffs by including but not limited to the following:

a.    Actively participating in the actions as complained of herein;

b.    Permitting the actions as complained of herein to take place and taking no action to stop said wrongdoings;   

c.    Refusing to address questions and issues as presented by residents hence subjecting the Association to further legal fees and costs; 

d.    Refusing to provide residents access to official documents as required by Florida Statute hence subjecting the Association to further fees and costs.

e.    Engaged in actions as set forth in this Complaint with the intent and the result of depriving the Plaintiffs of   their right to enjoy and defend life and liberty, to pursue happiness;

f.    Conducted secret meetings as set forth in this complaint;

g.   Caused the Association documents to be amended to so alter the voting rights of the residents;

                        h.   Acted in the capacity of a Board and made decisions impacting the community while the validity of the sitting Board was in question, to wit, whether it was the LENNAR BOARD or the BAYWINDS MASTER BOARD that was actually in office;

i.

            Actively sought to prevent the Plaintiffs and other residents form taking any action that would challenge and/or interfere with their intent to alter the voting rights or otherwise challenging the decisions and actions of the BAYWINDS MASTER BOARD;

j.

            Attacking the Plaintiffs for their efforts to speak out as to the authority, decisions and actions of the BAYWINDS MASTER BOARD: and

k.

            Inciting other residents to take action against the Plaintiffs.

189.             The  BAYWINDS MASTER BOARD  breach as set forth herein deprived the Plaintiffs of the benefit of the Agreement, i.e., the Association Documents.

190.             The BAYWINDS MASTER BOARD and through a conscious and deliberate act, failed or refused to discharge contractual responsibilities that unfairly frustrated the purpose of the Association Documents and disappointed the Plaintiffs expectations.

191.             The acts of the  BAYWINDS MASTER BOARD as alleged herein  were committed willfully and recklessly by the  BAYWINDS MASTER BOARD and were committed with the express design and intention to result in an unjust benefit to The BAYWINDS MASTER BOARD  and to the detriment and damage of the Plaintiffs.

192.             As a direct result of  The BAYWINDS MASTER BOARD  and breach, as set forth herein,  the Plaintiffs have suffered damages.

            193.            The BAYWINDS MASTER BOARD and the Baywinds Community Association, Inc.’s , acts were done knowingly, willfully, and with malicious intent, and the Plaintiffs are entitled to damages in an amount to be determined by proof at trial.

194.            As direct result of the BAYWINDS MASTER BOARD actions as set forth herein, the Plaintiffs suffered damages.

195.           As a direct and proximate result of the BAYWINDS MASTER BOARD  actions, the Plaintiffs have suffered  humiliation, emotional distress,  mental anguish, betrayal, loss of capacity for enjoyment of life, and the loss of capacity for the enjoyment of use of their property. The losses are either permanent or continuing, and the Plaintiffs will continue to suffer the losses in the future.

            WHEREFORE, the Plaintiffs  request:

a.   That the Plaintiffs  be awarded damages;

b.   That the Plaintiffs  be awarded costs in this action;

c.   That the Court Grant any other relief deemed fair and just;

COUNT VII

CIVIL CONSPIRACY

196.    The Plaintiffs sue CABANO, LEVINE, MEYER, MIKUS, TSACNARIS, BABBIT, HAMILTON, ISRAEL, KATZ, LANTIERE and LIBERTA ,  KRIVOK and WELCH  for Conspiracy to deprive Plaintiffs of rights under Article I section 2 of the Florida Constitution.

            197.  The Plaintiffs reallege each and every allegation as set forth in paragraphs 1 through 129, 135 through 137, 155 through 159 and 221 above and would further allege:

198.  CABANO, LEVINE, MEYER, MIKUS,  TSACNARIS,  BABBIT, HAMILTON  KATZ,   LANTIERE, and  LIBERTA, and  KRIVOK and WELCH beginning in January 2004, in Palm Beach County Florida agreed, conspired, combined or confederated with each other to deprive the Plaintiffs of their rights  to enjoy and defend life and liberty, to pursue happiness as protected by s.2 Art. I of the State Constitution.

199.             During all times relevant hereto the Defendants,  would regularly meet in closed sessions.

200.             The Plaintiffs, and other residents, have  attempted in vain to get the Defendants to open up their meetings, document their meetings, communicate their progress, and provide general information to the residents, however, the  Defendants have maintained a shroud of secrecy.

201.             During the time complained of herein, the Defendants so maneuvered to deprive the Plaintiffs of their rights to enjoy and defend life and liberty, to pursue happiness as protected by s.2 Art. I of the State Constitution.

202.             In furtherance of such schemes and conspiracy, the defendants agreed to engage in actions intended to deprive the Plaintiffs of their constitutional protected rights, and agreed among themselves wrongfully to utilize and employ actions to deprive Plaintiffs of . to enjoy and defend life and liberty, to pursue happiness as protected by s.2 Art. I of the State Constitution.

            203.            In the pursuance of the conspiracy,  KATZ,  LANTIERE and MIKUS sent malicious and false e-mails in response to the Plaintiffs circulating a Petition simply requesting that residents be allowed to vote on two different items separately rather than both together.

204.           In pursuance of the conspiracy, during the August 29, 2005 Board meeting KRIVOK and TSACNARIS tag teamed each other as against the Petitioners.  KRIVOK addressed the membership and encouraged  those present to take action as to these who had signed the Petition stating, inter alia, 

a.

            “maybe some of you folks need to get their attention”;

b.

            “And that’s where we can use your help.”

Followed by TSACNARIS demand that the  individuals who had signed the Petition for Mediation  stand. These actions incited the crowd and the meeting degenerated into a free for all with obscene gestures being made towards the Petitioners and their supporters and one resident charging toward KAIMAN, a Petitioner, requiring  KAIMAN, to put a chair between himself and this person. Another person charged toward Harvey Caspari, a resident of Baywinds Community Association, Inc. and a supporter of the Plaintiffs, and people had to hold this aggressor back.

205.    In the pursuance of the conspiracy,  KRIVOK,  WELCH and the BAYWINDS MASTER BAORD sent the two letters on September 9, 2005.  KRIVOK wrote the letters and  WELCH signed the letters which were sent at the direction of the Board members.
                         In pursuance of the conspiracy, defendants, KRIVOK and TSACNARIS sent  e-mails threatening to sue AMERO personally for libel for what he  published on the BaywindsLife© website.

          206.    CABANO, LEVINE, MEYER, MIKUS, TSACNARIS, BABBIT, HAMILTON, ISRAEL, KATZ, LANTIERE, LIBERTA , KRIVOK and WELCH conspired to and did violate the civil rights of the Plaintiffs through false claims, threats and intimidation in response to the Plaintiffs exercising their right to petition for redress of grievances before the various governmental entities of this state as protected by the First Amendment to the United States Constitution and s. 5, Art. I of the State Constitution and Florida Statute 720.304 (4)    

207.  The Defendants acts were done knowingly, willfully, and with malicious intent, and the Plaintiffs are entitled to damages in an amount to be determined by proof at trial.

208.             As direct result of the Defendants actions as set forth herein, the Plaintiffs suffered damages.

209.      As a direct and proximate result of the Defendant’s actions, the Plaintiffs have suffered  humiliation, emotional distress,  mental anguish, betrayal, loss of capacity for enjoyment of life, and the loss of capacity for enjoyment of use of property. The losses are either permanent or continuing, and the Plaintiffs will continue to suffer the losses in the future.

                        WHEREFORE, Plaintiffs  requests:

a.  A judgment against Defendants for damages

b.  That Plaintiffs be awarded costs in this action;

c.  That the Court Grant any other relief deemed fair and just.

COUNT IX

CIVIL CONSPIRACY

210.   The Plaintiffs sue CABANO, LEVINE, MEYER, MIKUS, TSACNARIS, BABBIT, HAMILTON, ISRAEL, KATZ, LANTIERE and LIBERTA ,  KRIVOK and WELCH . for Conspiracy to deprive Plaintiffs of rights under Article I section 4 of the Florida constitution.

211.             The Plaintiffs reallege each and every allegation as set forth in paragraphs 1 through 129, 135 through 137 and 146-259 and 237 above and would further allege:

212.             The Plaintiffs reallege each and every allegation as set forth in paragraphs  through  above and would further allege:

213.             CABANO, LEVINE, MEYER, MIKUS,  TSACNARIS,  BABBIT, HAMILTON  KATZ,   LANTIERE, and  LIBERTA, and  KRIVOK and WELCH beginning in January 2004, in Palm Beach County Florida agreed, conspired, combined or confederated with each other to deprive the Plaintiffs of their rights to speak, write and publish his sentiments as protected by  Florida Constitution Article 1 §4.

214.             During all times relevant hereto the Defendants,  would regularly meet.

215.             The Plaintiffs, and other residents, have  attempted in vain to get the Defendants to open up their meetings, document their meetings, communicate their progress, and provide general information to the residents, however, the  Defendants have maintained a shroud of secrecy

           216.            During the time complained of, Defendants so maneuvered to deprive the Plaintiffs of their rights to speak, write and publish his sentiments as protected by  Florida Constitution Article 1 §4.

217.          In furtherance of such schemes and conspiracy, the defendants agreed to engage in actions intended to deprive the Plaintiffs of their constitutional protected rights, and agreed among themselves wrongfully to utilize and employ actions to deprive Plaintiffs of the right to speak, write and publish his sentiments as protected by  Florida Constitution Article 1 §4.

218.             In the pursuance of the conspiracy,  KATZ,  LANTIERE and MIKUS sent malicious and false e-mails in response to the Plaintiffs circulating a Petition simply requesting that residents be allowed to vote on two different items separately rather than both together.

219.             In pursuance of the conspiracy, during the August 29, 2005 Board meeting KRIVOK and TSACNARIS tag teamed each other as against the Petitioners.  KRIVOK addressed the membership and encouraged  those present to take action as to these who had signed the Petition stating, inter alia, 

a.    “maybe some of you folks need to get their attention”;

b.    “And that’s where we can use your help.”

Followed by TSACNARIS’ demand that the  individuals who had signed the Petition for Mediation  stand. These actions incited the crowd and the meeting degenerated into a free for all with obscene gestures being made towards the Petitioners and their supporters and one resident charging toward KAIMAN, a Petitioner, requiring  KAIMAN, to put a chair between himself and this person. Another person charged toward Harvey Caspari, a resident of Baywinds Community Association, Inc. and a supporter of the Plaintiffs, and people had to hold this aggressor back.

2          In the pursuance of the conspiracy,  KRIVOK,  WELCH and the BAYWINDS MASTER BOARD  sent the two letters on September 9, 2005.  KRIVOK wrote the letters and  WELCH signed the letters which were sent at the direction of the Board members.
                         In pursuance of the conspiracy,, KRIVOK and TSACNARIS sent  e-mails threatening to sue AMERO personally for libel for what he  published on the BaywindsLife© website.

221.             CABANO, LEVINE, MEYER, MIKUS, TSACNARIS, BABBIT, HAMILTON, ISRAEL, KATZ, LANTIERE and LIBERTA ,  KRIVOK and WELCH conspired to and did violate the civil rights of the Plaintiffs through false claims, threats and intimidation in response to the Plaintiffs exercising their right to speak, write and publish his sentiments as protected by  Florida Constitution Article 1 §4.

222.      The Defendants acts were done knowingly, willfully, and with malicious intent, and the Plaintiffs are entitled to damages in an amount to be determined by proof at trial.

223.             As direct result of the Defendants actions as set forth herein, the Plaintiffs suffered damages.

224.      As a direct and proximate result of the Defendant’s actions, the Plaintiffs have suffered  humiliation, emotional distress,  mental anguish, betrayal, loss of capacity for enjoyment of life, and the loss of capacity for enjoyment of use of property. The losses are either permanent or continuing, and the Plaintiffs will continue to suffer the losses in the future.

            WHEREFORE, Plaintiffs  requests:

a.   A judgment against Defendants for damages

b.   That Plaintiffs be awarded costs in this action;

c.   That the Court Grant any other relief deemed fair and just.

COUNT X

CIVIL CONSPIRACY

225.              The Plaintiffs sue  CABANO, LEVINE, MEYER, MIKUS, TSACNARIS, BABBIT, HAMILTON, ISRAEL, KATZ, LANTIERE and LIBERTA ,  KRIVOK and WELCH for Conspiracy to deprive Plaintiffs of rights under Article I section 5 of the Florida Constitution.

226.             The Plaintiffs reallege each and every allegation as set forth in paragraphs 1  through 129, 135-137, 155 through 159 and 253  above and would further allege:

227.             CABANO, LEVINE, MEYER, MIKUS,  TSACNARIS,  BABBIT, HAMILTON  KATZ,   LANTIERE,  LIBERTA, KRIVOK and WELCH beginning in January 2004, in Palm Beach County Florida agreed, conspired, combined or confederated with each other to deprive the Plaintiffs of their rights to instruct their representatives, and to petition for redress of grievances as protected by Section 5, Article I, Florida Constitution and  the right to seek redress through Petition for Mediation in violation of Florida Statute §720.304. .

228.             During all times relevant hereto the Defendants, would regularly meet in closed sessions.

            229.            The Plaintiffs, and other residents, have  attempted in vain to get the Defendants to open up their meetings, document their meetings, communicate their progress, and provide general information to the residents, however, the  Defendants have maintained a shroud of secrecy

230.            During the time complained of herein, the Defendants so maneuvered to deprive the Plaintiffs of their  rights to instruct their representatives, and to petition for redress of grievances as protected by Section 5, Article I of the  Florida Constitution and the right to seek redress through Petition for Mediation in violation of Florida Statute §720.304.

231.             In furtherance of such schemes and conspiracy, the defendants agreed to engage in actions intended to deprive the Plaintiffs of their constitutional protected rights, and agreed among themselves wrongfully to utilize and employ actions to deprive Plaintiffs of  rights to instruct their representatives, and to petition for redress of grievances as protected by Section 5, Article I, of the Florida Constitution .

232.             In the pursuance of the conspiracy,  KATZ,  LANTIERE and MIKUS sent malicious and false e-mails in response to the Plaintiffs circulating a Petition simply requesting that residents be allowed to vote on two different items separately rather than both together.

233.             In pursuance of the conspiracy, during the August 29, 2005 Board meeting KRIVOK and TSACNARIS tag teamed each other as against the Petitioners.  KRIVOK addressed the membership and encouraged  those present to take action as to these who had signed the Petition stating, inter alia, 

a.     “maybe some of you folks need to get their attention”;

                        b.     “And that’s where we can use your help.”

Followed by TSACNARIS demand that the  individuals who had signed the Petition for Mediation to  stand. These actions incited the crowd and the meeting degenerated into a free for all with obscene gestures being made towards the Petitioners and their supporters and one resident charging toward KAIMAN, a Petitioner, requiring  KAIMAN, to put a chair between himself and this person. Another person charged toward Harvey Caspari, a resident of Baywinds Community Association, Inc. and a supporter of the Plaintiffs, and people had to hold this aggressor back.

234.             In the pursuance of the conspiracy,  KRIVOK,  WELCH and the BAYWINDS BOARD  sent the two letters on September 9, 2005.  KRIVOK wrote the letters and  WELCH signed the letters which were sent at the direction of the Board members.                      In pursuance of the conspiracy, defendants, KRIVOK and TSACNARIS sent  e-mails threatening to sue AMERO personally for libel for what he  published on the BaywindsLife© website.

235.             CABANO, LEVINE, MEYER, MIKUS, TSACNARIS, BABBIT, HAMILTON, ISRAEL, KATZ, LANTIERE and LIBERTA ,  KRIVOK and WELCH conspired to and did violate the civil rights of the Plaintiffs through false claims, threats and intimidation in response to the Plaintiffs exercising their right to petition for redress of grievances before the various governmental entities of this state as protected by the First Amendment to the United States Constitution and s. 5, Art. I of the State Constitution and Florida Statute and the right to seek redress through Petition for Mediation in violation of Florida Statute §720.304.       

236.                     The Defendants’ acts were done knowingly, willfully, and with malicious intent, and the Plaintiffs are entitled to damages in an amount to be determined by proof at trial.

237.         As direct result of the Defendants’ actions as set forth herein, the Plaintiffs suffered damages.

238.      As a direct and proximate result of the Defendants’ actions, the Plaintiffs have suffered  humiliation, emotional distress,  mental anguish, betrayal, loss of capacity for enjoyment of life, and the loss of capacity for enjoyment of use of property. The losses are either permanent or continuing, and the Plaintiffs will continue to suffer the losses in the future.

            WHEREFORE, Plaintiffs  requests:

a.   A judgment against Defendants for damages

b.   That Plaintiffs be awarded costs in this action;

c.   That the Court Grant any other relief deemed fair and just.

COUNT XI

CIVIL CONSPIRACY

            239.                 The Plaintiffs sue defendants CABANO, LEVINE, MEYER, MIKUS, TSACNARIS,  BABBIT, HAMILTON, ISRAEL, KATZ,  LANTIERE, LIBERTA, KRIVOK and WELCH for Conspiracy to deprive Plaintiffs of rights under the Florida Constitution, Florida Statute §720.306(1)( c) and the Association Documents.

            240.                 The Plaintiffs reallege each and every allegation as set forth in paragraphs 1 through 129,135-137  above and would further allege:

241.

            CABANO, LEVINE, MEYER, MIKUS, TSACNARIS,  BABBIT, HAMILTON, ISRAEL, KATZ,  LANTIERE and LIBERTA, legal counsel KRIVOK and property manager WELCH beginning in January 2004, in Palm Beach County Florida agreed, conspired, combined or confederated with each other to deprive the Plaintiffs of their rights as to their voting interests.

242.             During all times relevant hereto Defendants would regularly meet in closed sessions .

243.             The Plaintiffs, and other residents, have  attempted in vain to get the Defendants to open up their meetings, document their meetings, communicate their progress, etc , however, the  Defendants have maintained a shroud of secrecy

244.             During the time complained of herein the Defendants so maneuvered to deprive the Plaintiffs of their voting rights pursuant to  the Florida Constitution, Florida Statute §720.306(1)( c) and the Association Documents.

245.             In furtherance of such schemes and conspiracy, defendants agreed to engage in actions intended to deprive the plaintiffs of their constitutional protected, and agreed among themselves wrongfully to utilize and employ actions to deprive Plaintiffs of their voting rights the Florida Constitution, Florida Statute §720.306(1)( c) and the Association Documents.

246.             In the pursuance of the conspiracy, David Core in early 2004 advised CABANO, LEVINE, MEYER, MIKUS, TSACNARIS in an e-mail that one of the reasons the documents need to be amended is to reduce the voting interests of the larger neighborhoods.  MIKUS in an e-mail indicated that TSACNARIS  asked the developer to amend the documents regarding the Master Board.
                        In the pursuance of the conspiracy, the LENNAR BOARD amended the documents at the request of  TSACNARIS.
                        In the pursuance of the conspiracy, the LENNAR BOARD refused to allow the residents to vote on this item separate from the clubhouse purchase.
                        In the pursuance of the conspiracy, the LENNAR BOARD refused to allow the residents to chose to leave the documents unamended despite their claim that LENNAR had "no interest" in the operation of the community after turnover.
                        In the pursuance of the conspiracy, KRIVOK gave  instructions to LENNAR after turnover to adopt the Eighth Amendment to legitimize the BAYWINDS MASTER BOARD.
                        In the pursuance of the conspiracy, KRIVOK and the Board members conducted a Board meeting while they claimed that The LENNAR BOARD was the only legal Board without informing the residents that The LENNAR BOARD was the only legitimate Board.

247.             In the pursuance of the conspiracy,  CABANO, LEVINE, MEYER, MIKUS, TSACNARIS,  BABBIT, HAMILTON, ISRAEL, KATZ,  LANTIERE and LIBERTA whom KRIVOK claimed were not legitimate voting to hire a contractor and to make KRIVOK the registered agent for the Association.

248.             In the pursuance of the conspiracy,  TSACNARIS acted as President and the remaining Board members stayed silent. TSACNARIS was not a homeowner at the time and was therefore ineligible to be a board member of either his neighborhood association or the BAYWINDS MASTER BOARD.

           249.            As a result of the Defendants actions as set forth herein, the Plaintiffs were damaged.

           250.             As a direct and proximate result of the Defendant’s actions, the Plaintiffs have suffered  humiliation, emotional distress,  mental anguish, betrayal, loss of capacity for enjoyment of life, and the loss of capacity for enjoyment of use of property. The losses are either permanent or continuing, and the Plaintiffs will continue to suffer the losses in the future.

                        WHEREFORE, Plaintiffs  request:

a.   A judgment against Defendants for damages

b.   That Plaintiffs be awarded costs in this action;

c.   That the Court Grant any other relief deemed fair and just.          

COUNT X

VIOLATION FLA STAT. §720.303

              251.                 Plaintiffs sue Baywinds Community Association, Inc. for damages pursuant to Fla Stat. §720.303.

252.

            The Plaintiffs reallege each and every allegation as set forth 1 through 112 and 124- 129 and paragraphs 285  above and would further allege:

253.             Fla Stat §720. Provides in pertinent part,

            (5) Inspection and copying of records.--The official records shall be maintained within the state and must be open to inspection and available for photocopying by members or their authorized agents at reasonable times and places within 10 business days after receipt of a written request for access. This subsection may be complied with by having a copy of the official records available for inspection or copying in the community. If the association has a photocopy machine available where the records are maintained, it must provide parcel owners with copies on request during the inspection if the entire request is limited to no more than 25 pages.

254.

            The Plaintiffs have made various requests for documents

255.             The documents have not been made available and/or provide to the Plaintiffs as required by Florida Statute.

256.             On or about December 15, 2005, HELFGOTTT sent a written request via certified mail to WELCH requesting:

a.    Approved minutes of the Lennar “Turn-Over” meeting to the Baywinds residents’ Board of Directors of Baywinds Community Association, Inc., all minutes of the meeting conducted on June 29, 2005 at the Royal Palm Beach High School.

b.   Approved minutes for the Board of Directors Meeting of July 26, 2005 conducted at Club Baywinds.

c.   Resignation letters from Lennar’s Board of Directors for the Master Association submitted at the turn-over to the new appointed Board of Directors Baywinds Community Association, Inc. on/or about June 29, 2005.

257.             HELFGOTTT received copies  the  minutes for the June 29, 2005 and July 26, 2005 meeting however the remaining documents that were requested were not provided.

            258.            On or about January 10, 2006 HELFGOTT sent another request via certified mail again requesting:

a.   Resignation letters from the members of the LENNAR BOARD submitted at the turn-over meeting on June 29, 2005

and;

b.   a list of the documents tuned over by the Lennar or through their representative to the Board of Directors of the Baywinds Community Association, Inc

c.   copy of the documents that was signed and returned to Lennar.(release  provided by PK Fletcher)

d.  copies the minutes when the Board of Directors of the Baywinds Community Association, Inc. authorized a counteroffer letter to be sent to Lennar;

e.  a copy of the counteroffer letters between Board of Directors of the Baywinds Community Association, Inc. and Lennar;

f.   minutes when the Board of Directors of the Baywinds Community Association, Inc. voted for purchase of Club Baywinds;

g. a copy of the purchase agreement between Lennar the seller of Club Baywinds to the purchaser the Baywinds Community Association, Inc.;

h. Copies of letter of understanding or the like regarding the club purchase and the understanding the fees Lennar is expected to pay regarding unsold POD I condominiums.; and

                        i.  Copies of sale agreements between Lennar and the Baywinds Community Association, Inc.

259.        On or about February 6, 2006, HELFGOTT sent a third letter to WELCH reiterating that certain document had not been provided or made available, specifically  the resignation letters from Lennar's Board of Directors for Baywinds Community Association, Inc.  HELFGOTT reiterated a conversation with WELCH wherein he was advised that the resignation  letters and other documents were delivered to James N. Krivok, registered agent for Baywinds Community Association, Inc, on or about June 29, 2005. WELCH had advised HELFGOTTT that the information had been requested from KRIVOK. 

260.             Fla Stat §720. Further provides,         

                        The failure of an association to provide access to the records within 10 business days after receipt of a written request creates a rebuttable presumption that the association willfully failed to comply with this subsection.

            A member who is denied access to official records is entitled to the actual damages or minimum damages for the association's willful failure to comply with this subsection. The minimum damages are to be $50 per calendar day up to 10 days, the calculation to begin on the 11th business day after receipt of the written request.

261.

            The Plaintiffs are entitled to receive damages in accordance with Florida Statute.

            WHEREFORE, Plaintiffs  request:

a.

            A judgment against Defendants for damages

b.

            That Plaintiffs be awarded costs in this action; and

c.

                                    That the Court Grant any other relief deemed fair and just.

COUNT XI

DECLARATORY RELIEF

262.            This is an action for Declaratory Relief,  under sections §§86.011 et seq., Florida Statutes to determine a question in actual controversy between the Plaintiffs and Baywinds Community Association, Inc.

263.             The Plaintiffs reallege each and every allegation as set forth in paragraphs 1 through 112 and 124 through 129 and 296  above and would further allege:

264.             The Eighth Amendment signed on July 27, 2005 by CAPUTO and voted on by the former members of the LENNAR BOARD is invalid because  the LENNAR BOARD had resigned as per Florida Statute 617.0806 and turnover had occurred on June 29, 2005 hence the former members of the  LENNAR BOARD had no authority to adopt any Amendment on July 27, 2005.(Eighth Amendment attached as Exhibit “8").

265.             The Seventh Amendment is in conflict with Section 9 of the Articles of Incorporation of the Baywinds Community Association, Inc., then the Seventh Amendment is invalid because Section 13 of the By-Laws of the Baywinds Community Association, Inc. clearly states that in the case of any conflict between the Articles and these By-Laws, the Articles shall control. (Seventh Amendment Attached as Exhibit “5").

           266.            The Seventh and Eighth Amendments are invalid because these amendments introduce conflicts into the documents with respect to both the removal and replacement of a member of the Board.

267.          The Eighth Amendment which was signed on July 27, 2005 by CAPUTO is invalid because, contrary to the  claim  that “members of a homeowners association board of directors serve until their successors are elected or appointed, the LENNAR BOARD had resigned as per Florida Statute 617.0806 and turnover had occurred as per Florida Statute 720.307 on June 29, 2005 which means that neither  CAPUTO nor Lennar had the authority to adopt any Amendment on July 27,2005.

268.             The duly adopted Seventh Amendment is in conflict with Section 9 of the Articles of Incorporation of the Baywinds Community Association, Inc. whereby the Articles call for a Board of odd number of members from three (3) to nine (9) and the Amendment calls for twelve (12) members.

269.             Given that the Seventh Amendment is in conflict with Section 9 of the Articles of Incorporation of the Baywinds Community Association, Inc., then the Seventh Amendment is invalid because Section 13 of the By-Laws of the Baywinds Community Association, Inc. clearly states that in the case of any conflict between the Articles and these By-Laws, the Articles shall control.

270.             The Seventh and Eighth Amendments are invalid because these amendments introduce conflicts into the documents with respect to both the removal and replacement of a member of the Board.

            271.            An additional justification for invalidating This principle is further supported by Florida Statute 720.306 subsection (1) which states in part that an amendment may not materially and adversely alter the proportionate voting interest appurtenant to a parcel . . . unless the record parcel owner and all record owners of liens on the parcels join in the execution of the amendment.

272.           Both the Seventh and Eighth Amendments materially and adversely alter the proportionate voting interests of all parcel owners by reducing the number of BAYWINDS MASTER BOARD members that each parcel owner can vote for e.g., prior to the adoption of these Amendments members could vote for all seats on the BAYWINDS MASTER BOARD  but after adoption of these Amendments members could only vote for 1 of 12 seats on the BAY WINDS MASTER BOARD representing a loss of proportionate voting interests of approximately NINETY -TWO (92%) PERCENT.

273.             Both the Seventh and Eighth Amendments materially and adversely alter the proportionate voting interests of all parcel owners through reapportionment of voting interests (i.e., the proportionate voting interests of parcel owners in the six (6) largest neighborhoods was decreased and the proportionate voting interests of parcel owners in the six (6) smallest neighborhoods was increased). As an example, the Amendments made the voting interests of the One Hundred Eighty (180)  parcel owners in the Lighthouse Pointe neighborhood EQUAL to the thirty-six 36 parcel owners in the Sailfish Cove neighborhood  i.e., the thirty -six (36)  parcel owners of Sailfish Cove could vote for a single seat on the Master Board while the One Hundred Eighty (180) parcel owners of Lighthouse Pointe, a neighborhood with five (5) times the number of parcel owners, could only vote for a single seat on the Master Board.

          274.            Both the Seventh and Eighth Amendments materially and adversely alter the proportionate voting interests of all parcel owners because less than FORTY (40%) PERCENT  of the parcel owners control a majority of seats on the Master Board and can therefore always outvote the other members on the Master Board who represent more than SIXTY (60%) PERCENT of the parcel owners.

275.         Both the Seventh and the Eighth Amendments violate the one man, one vote principle created by the US Supreme Court by diminishing the value of the votes for the homeowners in the larger neighborhoods by increasing the value of the votes for the homeowners in the smaller neighborhoods. This principle is further supported by Florida Statute 720.306 subsection (1) which states in part that “an amendment may not materially and adversely alter the proportionate voting interest appurtenant to a parcel unless the record parcel owner and all record owners of liens on the parcels join in the execution of the amendment.”

276.             Both the Seventh and the Eighth Amendments  create the situation where a majority of Board members who represent a minority of Members could control the decisions of the Board.

277.           A bona fide dispute between exists between the Plaintiffs  and the Baywinds Community Association, Inc. and the Plaintiffs have a justiciable question as to the validity of the Seventh and Eight Amendments for which the Plaintiffs  have  a bona fide actual and present need for declaratory relief.  Bryant v. Gray, 70 So.2d 581 (Fla. 1954);  Bell v. Associated Independents, Inc., 143 So.2d 904 (2d DCA 1962).

            WHEREFORE, THE respectfully request that this Court:

a. Declare that membership in the Seventh Amendment invalid;

b. Declare that membership in the Seventh Amendment invalid;

c. Grant any other relief deemed fair and just.

                                                                        Cathy L. Purvis Lively, Esquire, P.A.

                                                                        3900 Woodlake Boulevard, Suite #211

                                                                        Lake Worth, FL 33463

                                                                        (561) 649-2204

                                                                        Fax: (561) 649-8335

______________________________

Cathy L. Purvis Lively, Esquire

             Florida Bar No.: 0055395