
    WATER’S EDGE HOUSE, INC., Appellant, v. BAL HARBOUR CLUB, INC., Appellee.
    No. 98-149.
    District Court of Appeal of Florida, Third District.
    June 9, 1999.
    Rehearing Denied July 21, 1999.
    Akerman, Senterfitt & Eidson and Lawrence D. Silverman and Laura Fernandez, Miami, for appellant.
    Buchanan and Ingersoll and Ralf R. . Rodriguez, Miami, for appellee.
    Before NESBITT, JORGENSON, and LEVY, JJ.
   NESBITT, J.

Water’s Edge House Inc. (Water’s Edge) sought to intervene in a declaratory and injunctive action brought by real property buyers, Imbesi et al., against sellers, Bal Harbour Club et al. (the Club), concerning the sale of certain real property owned by the Club. Water’s Edge claimed to be a member of the Club, and as such, entitled to a share of the proceeds of the sale of Club property. The Club argued that having failed to pay its dues, Water’s Edge had been dropped as a member and thus was not entitled to share in the proceeds of the sale. Water’s Edge asserted that under a special status it enjoyed by mutual agreement with the Club, it was not required to pay dues. The trial court heard testimony on the matter and reviewed the documentary evidence introduced, including the Club’s Articles of Reincorporation. The court concluded that Water’s Edge had not paid past dues as it was required to do under the Club’s incorporating documents, and thus Water’s Edge was not entitled to share in the proceeds of the sale at issue. We reverse and remand for further proceedings.

Having concluded that the Articles of Reincorporation controlled, the trial judge should have also concluded that absent the Club’s compliance with Section 9 of those Articles, which provided the mechanism for suspending or expelling a member, including notice and the opportunity to be heard, the Club should not have “dropped” Water’s Edge’s from its membership rolls. That Section provides:

Section 9. Suspension and Expulsion
Any member may be suspended or expelled for cause or for non-payment of dues, fees, assessments, house account, and other indebtedness of Proprietary or other member by a vote of the majority of the members of the Board of Governors, provided fifteen (15)days previous notice in writing shall have been given to the member of the charges preferred or the amounts which are delinquent, and an opportunity has been given the member to appear in person, or by counsel, or both, before the Board of Governors and present his defense thereto. Any member so expelled shall be dropped from membership in the Club and therefore shall have no interest in the assets of the Club or any right to the use of the facilities and services of the Club.

In the absence of its compliance with its own incorporating documents, Water’s Edge remained a Club member and was entitled to share in the proceeds of the property at issue, less the amount the trial court determines Water's Edge owed in unpaid dues.

Reversed and remanded.  