A Fifty-Five Plus Resident Owned Community of 534 Units located in Southwest Florida

Terra Siesta Co-Op is located on 36 acres of land in the heart of Ellenton, Florida. Terra Siesta was incorporated in 1991 as a cooperative, not-for-profit, Florida corporation. With two swimming pools, along with beautifully landscaped grounds filled with tropical palms and majestic oaks. Terra Siesta is a wonderful place to call home.

Terra Siesta hosts many year-round activities including potlucks, day trips, cards/games, ice cream socials, Sunday shows, annual garage sales, and pancake breakfasts, just to name a few. Come and enjoy the amenities, become an active volunteer, or just enjoy the peace and tranquility of our community. Whether we are your home or your home away from home, Terra Siesta welcomes you.

HOW TERRA SIESTA “WORKS”

Our community was incorporated in 1991 as a cooperative, not-for-profit, Florida corporation. That means we declared that our primary goal was, and is, to provide amenities and services to our corporate shareholders. Only owners are “corporate shareholders”. Each shareholder “owns” a 99 year renewable lease on their lot. The lease holder is Terra Siesta Co-Op, Inc. Each shareholder also owns (outright) the dwelling on their (leased) lot. All shareholders contribute equally to the costs of operating and improving the community.

A corporation of this type is governed primarily by Florida Statutes Chapter 719. Florida Statutes are updated regularly by the Florida Legislature. (It is interesting to Know that our By-laws are, for the most part, a subset of Chapter 719.)

Any contradictory Federal laws override Florida Statutes.

It was apparent in 1991 that it would be advantageous for the corporation to employ an individual to handle the daily business affairs of the corporation. Property transfers, required record keeping, evaluation of service contracts, supervision of employees and adherence to various laws are just a few of the responsibilities requiring daily attention.

There are a wide variety of responsibilities which fall upon the corporation. Just to name a few:

The corporation, through its management, MUST

a. Collect revenues from the shareholders at least equal to all the expenses of the corporation.

b. Act in good faith and use their best efforts to make sound business decisions solely in the best interests of the community.

c. Maintain a vast assortment of records concerning the operation of the corporation, its finances, its members, its contracts, etc.

d. Maintain all amenities, properties and equipment in “functionally as new” condition.

e. Maintain adherence to the current version of all applicable law.

f. Have Board of Directors elected from the shareholders. (The Board and the Manager together constitute the management team for the community.)

The laws and rules surrounding these requirements are dizzying and change regularly.

In operation it works like this: The Board of Directors is elected by the shareholders to “do the company’s business”. The board enters in a contract with a professional manager. The board sets policy and directs the activities of the manager. The manager does the daily “heavy-lifting” and makes decisions based on board policy. All, board and manager, must act in good faith. Failure to do so (such as acting personal interest) is a violation of their fiduciary responsibility and is legally punishable.

The management team authorizes expenditures to maintain all legal requirements and capital improvements. Shareholder approval is not required for these expenditures except in a few specific cases. The most common example is the permanent modification of a commonly-owned property. There is no limit in the amount the board may authorize, but the board will often ask the shareholders for informal approval for large or controversial expenditures and changes.

That’s it in a nutshell. Of course, as they say, “the devil is in the details” and in our case the details often seem infinite and sometimes, contradictory.

Looking forward, we can see that the Terra Siesta Community and Terra Siesta Co-Op, Inc. are permanent entities. The community cannot be “sold” because it is shareholder -owned. The corporation cannot be dissolved without a 100% vote of the shareholders.

Dave Warner

2018