Charter Cay, Boca West: sale approval, a members' first right to buy and a redemption right

Three approvals: the Board's, the master's Certificate of Compliance and the Country Club's approval of the buyer. The Charter Cay procedure runs in up to three steps (Art. 18.A, OR 4925/366, pp. 21–22).

• The notice. Before the sale, the seller tells the Board in writing the buyer's name and address and anything else it requires. The Board has 15 days to approve or disapprove. "The failure to act as aforesaid shall be considered approval of the sale."
• If the Board refuses. A seller who still wants to sell gives the Secretary written notice, 30 days ahead, of the date, price and terms. The Secretary tells the members.
• The members' first right. "Any member shall have the first right over the prospective purchaser" to buy at the notice's price and terms. The member must accept at least 15 days before the sale date and deposit 10% of the price.
• The association's turn. If no member accepts, the association must approve the sale or furnish its own buyer. It notifies the seller at least 10 days before the sale date, with a 10% deposit.
• Same terms only. If no one accepts, the seller may close "on the day and at the price and terms given in the notice, but on no other day and at no other price or terms".
• Evidence. A Secretary's affidavit that the Board approved, or that the procedure was followed, "shall be conclusive evidence" (p. 22). Board approval is also evidenced by a certificate signed by a majority of the Board (Art. 18.F, p. 24).

Certain transfers are exempt (Art. 18.E–F, p. 24). They are a transfer to a spouse, child or parent, and between co-tenants or between a trustee and beneficiary. So are a transfer to a corporation the owner principally owns, and an institutional mortgagee's acquisition and resale. The Board may refuse any buyer who would breach the declaration, and need not give a reason.

Another member can take the unit. "In the event the Unit Owner makes a sale without first complying with the terms hereof, any other member of the Association shall have the right to redeem from the purchaser" (p. 21). The member reimburses the buyer's outlay, and the buyer must convey. The right ends 120 days after the date of the notice to the Board as stated in a Secretary's affidavit, so without an affidavit nothing in the text ends it (p. 22). Any sale "not authorized pursuant to the terms of this Declaration shall be void unless subsequently approved" (Art. 18.F, p. 24).

With the Board's prior written approval, "which approval shall not be unreasonably withheld" (Art. 18.B, OR 4925/366, p. 22):

• Term. No lease under one month without approval, and no transient use. The Board may require a uniform lease form.
• The association's first refusal. The owner gives the association notice of any bona fide lease offer. For 15 days it may take the lease on the same terms, for itself or for a party its Board approves (pp. 22–23).
• Entity tenants. A corporate tenant's approval may be conditioned on approving every occupant (Art. 18.C, p. 23).
• Default. The tenant's breach of the declaration is a default under the lease.

The Clerk links no amendment to these terms, so we read them as binding every owner, subject to a forward search on each file. The master's leasing rules add a four-month minimum and no lease in the first 12 months of ownership.

• Heirs outside the family. A spouse or family member living in the unit may succeed to it. Anyone else who inherits needs the Board's consent within 30 days (Art. 18.D, p. 23). If the Board refuses, members have 30 more days to buy, or furnish a buyer, at a court-appointed appraiser's price.
• Mortgages. A mortgage to anyone but an institutional lender, a purchase-money lender or the developer needs approval, which "may be arbitrarily withheld" (Art. 18.E, p. 23).
• Judicial sales. "No judicial sale of a Unit … shall be valid unless" the buyer is approved, or the sale is a public sale with open bidding (Art. 18.F, p. 24).
• Assessments and occupancy. A buyer by operation of law, including at a judicial sale other than a mortgage foreclosure, may not occupy the unit until the former owner's assessments are paid (Art. 13.J, p. 18).
• Phases. The declaration submitted Phase 1 and described Phases 2 to 14 in Exhibit C, with a latest completion seven years after recording (Art. 1.B, p. 4). The Clerk shows no linked instrument adding a phase, so we look for the phase amendment covering the unit's building.
• Milestone inspections. The buildings have first- and second-story units, so the three-story rule in Fla. Stat. § 553.899 does not reach them. The resale documents are still due.

We read the declaration through its first 100 pages, which include every article and the phasing exhibits; the By-Laws and rules are later. Nothing else is linked to it on the Clerk's index, and a later instrument recorded under another name would not appear here.