Proof of Ownership and Class B Share Registration Policy

The purpose of this Policy is to establish a consistent procedure for:

1. verifying the identity of the person or entity legally entitled to ownership of a Lot, Residential Unit, or Commercial Unit within Bimini Bay;
2. establishing the person's or entity's status as a Bimini Bay Owner and Member of Bimini Bay Homeowners Association, Ltd. (the "Association");
3. issuing and registering the corresponding Class B Share;
4. maintaining an accurate Register of Members and Class B Shareholders; and
5. determining eligibility to exercise voting rights at Association meetings.

This Policy is intended to implement, and not amend or override, the Association's Declaration of Covenants and Articles of Association.

The Declaration provides that every Owner of a Residential Unit or Commercial Unit, by virtue of ownership, shall have a say regarding the affairs of the Company and shall be entitled to one Class B Share. Membership is not transferable separately from the Unit.

The Articles define a "Bimini Bay Owner" as a person in whom the freehold title to a Lot or Condominium Unit is vested.

Accordingly, the Association's determination of membership and Class B Share entitlement shall be based upon established ownership of the Unit, rather than merely upon possession of a document that purports to evidence a purchase.

The Association may request documentation reasonably necessary to establish that the person claiming ownership is the person in whom legal title to the Unit is vested.

The preferred evidence is:

• a conveyance/deed recorded with the applicable Bahamian Registry of Records along with BIA Approved Permit (applicable to non-Bahamians);
• an official Registry record confirming the conveyance and registration of title; or
• other official governmental documentation that establishes the claimant's legal title to the Unit.

Where a recorded conveyance is available, the Association shall ordinarily rely upon that document as the primary evidence of ownership.

Where a recorded conveyance is unavailable, the Association may consider other evidence, including:

• a recently executed conveyance accompanied with a BIA Approval (non-Bahamians), signed by an attorney on the left margin of the "This Indenture" page and later evidence provided that it was submitted for recording;
• Registry search results;
• an attorney's certification concerning the status of the conveyance;
• probate or estate documents;
• court orders;
• mortgage documentation;
• corporate ownership documents;
• other governmental records establishing ownership.

Acceptance of secondary evidence shall be determined on a case-by-case basis and shall not constitute a determination by the Association that a particular conveyance is legally valid under Bahamian law.

Possession of a document entitled "Conveyance," "Deed," or similar instrument does not, by itself, establish that the claimant's legal title is recorded or vested in the claimant.

Where a homeowner presents an apparently executed conveyance but the document does not contain evidence of process towards recording,  the Association may request additional evidence establishing that the conveyance was or is in the due process to be accepted and recorded by the applicable Bahamian Registry.

Examples of documentation that may require additional verification include a conveyance that:

• does not contain evidence of Registry recording;
• does not contain evidence of payment of applicable stamp duty;
• does not contain evidence of applicable VAT payment where applicable;
• does not contain required governmental (BIA) approval or documentation;
• lacks signatures or other execution formalities;
• lacks witness or notarization evidence where applicable;
• is dated many years ago but has no corresponding evidence of registration; or
• cannot be verified through the applicable Registry.

The Association shall not, solely because one or more of these items is absent, declare the conveyance legally invalid.

Instead, the Association shall rely on the advice of legal counsel to notify the claimant that the documentation presently provided is insufficient for the Association to establish the claimant's legal title for purposes of its membership and Class B Share records.

If a person claims ownership but cannot produce a conveyance or other satisfactory evidence establishing title, the Association may place the ownership record in Missing Conveyance status.

The claimant may be requested to obtain:

1. a certified or official Registry search;
2. a copy of the recorded conveyance;
3. confirmation from the relevant governmental authority;
4. an attorney's title certification; or
5. other evidence reasonably sufficient to establish ownership.

Until sufficient evidence is provided, the Association shall not represent that the claimant's legal title has been verified.

The Declaration provides that every Owner is entitled to one Class B Share.

The Articles provide that Class B Shares are voting shares.

The Class B Share is therefore intended to follow ownership of the Unit and is not intended to be independently owned or transferred apart from the Unit.

The Articles further provide that a share is to be transferred upon or immediately before a valid conveyance or other document effecting the devolution of title to a Unit and to the person becoming the Bimini Bay Owner.

A homeowner who has established ownership shall receive their Class B Share upon receipt of a valid conveyance.

Upon receipt of a valid conveyance, the Association shall:

(a) Cancel the prior owner's Class B Share (if applicable);

(b) register the Class B Share as named in the Conveyance; and

(c) register the Class B Share in the Association's Share Register.

The physical certificate is evidence of the share, which is retained in the Company book; it will not be treated as the source of the homeowner's underlying entitlement under the Declaration.

An Owner can request a certified copy of their Share Certificate by submitting the request to accounting@biminihoa.com.

Where an Owner has established ownership but has not completed the Class B Share registration process, the Association shall notify the Owner and provide a reasonable opportunity to complete the registration.

The Articles specifically address an owner who refuses or neglects to transfer a share as required.

Article 20 provides that a Director designated by the Board may be deemed to be the holder's attorney for purposes of executing the required share transfer, and the Company may register the transferee as the shareholder.

Accordingly, the Association shall not allow a homeowner's failure to claim or collect a share certificate to create an indefinite gap in the Association's shareholder records.

Any exercise of the Article 20 mechanism shall, however, be undertaken only after appropriate legal review and notice to the affected parties.

The Articles provide that on a show of hands each Member present personally or by proxy has one vote, while on a poll each Member has one vote for every share held.

The Declaration provides that each Owner has a voting interest to be exercised in accordance with the Articles.

Accordingly, the Association shall apply the following principles:

A verified Owner whose Class B Share is registered in the Association's Share Register is eligible to vote, subject to the Articles and any applicable assessment arrears.

A verified Owner shall not be treated as having forfeited the right to a Class B Share merely because the physical certificate has not been collected.

The Association shall complete the registration process rather than treat the uncollected certificate as a waiver of membership or voting rights.

A person who has not provided sufficient evidence establishing that he or she is an Owner may be placed in Missing Conveyance status.

The Association will coordinate with its legal counsel before excluding such a person from voting where the person disputes the Association's determination.

The Articles expressly provide that where assessments due to the Company under the Lease of Easements for the person's Lot or Condominium Unit are in arrears, neither the Member nor the Member's proxy, agent or representative may attend or vote at Company meetings.

Where two or more persons jointly own a Unit, Article 8 provides that they together constitute one Member and that the person whose name first appears in the Register shall exercise the voting and other powers vested in that Member.

The Association shall therefore maintain the ownership and voting record consistently with the Register.

Where a Unit is owned by a corporation or other legal entity, the Association shall require documentation establishing:

• the legal identity of the entity actively registered with the Registrar General, with BIA Approval (if applicable);
• its ownership of the Unit;
• the person authorized to act on behalf of the entity; and
• any corporate resolution or authorization reasonably necessary to establish voting authority.

The Articles' definition of an Owner expressly includes a mortgagee in whom title to a Lot or Condominium Unit is vested.

Accordingly, where a mortgagee has actually acquired legal title, the mortgagee shall remit and the Association shall obtain appropriate evidence of that title before changing its ownership and membership records.

When documentation is insufficient, the Association shall send the homeowner a written notice substantially stating:

Our records indicate that you [have/have not] submitted a claim of ownership to [Unit/Lot #####]. The documentation presently provided to the Association does not establish that the conveyance transferring legal title to you was recorded with the applicable Bahamian Registry of Records.

Because membership and entitlement to a Class B Share are tied to ownership of the Unit, the Association requires satisfactory evidence establishing your ownership before it can complete or confirm your Class B Share registration.

Please provide a recorded conveyance, official Registry evidence, or other legally sufficient evidence establishing your ownership.

The Association is not making a determination as to the validity or invalidity of the document you have provided. Rather, the Association is requesting evidence sufficient for its corporate records to establish the person or entity presently entitled to ownership of the Unit and the corresponding Class B Share.

The Association's personnel and Board shall not state that a conveyance is "invalid," "void," or "illegal" merely because it lacks a particular stamp, signature, affidavit, approval, or recording notation.

The Association's determination shall instead be limited to whether the evidence presented is sufficient for the Association to verify ownership for its corporate records.

Questions concerning the legal validity, enforceability, priority, or effect of a conveyance shall be referred to HOA's legal counsel.

 The Association shall maintain a master share register containing, at minimum: 

Unit Number

Shareholder Name

Address

Possession Date

Exit/Sale Date

Recording Date

Recording Lodged by (Attorney)

Remarks/Comments

Conveyance Verification Status

BIA Status

For administration purposes, the Association shall use standardized statuses:

Ownership established and Class B Share registered.

Ownership established, but Class B Share registration or certificate issuance remains incomplete.

Ownership established by submittal of valid but unrecorded documents. 

Legal uncertainty exists, missing several requirements, conveyance provided is not recorded and the matter requires legal review.

The person has not provided sufficient documentation to establish ownership.

Prior to an election or General Meeting, the Association shall establish a Record Date / Membership Register identifying:

1. each verified Member;
2. the Class B Share(s) registered to that Member;
3. any applicable assessment arrears affecting voting eligibility;
4. any valid proxies; and
5. any ownership matters formally designated as disputed or pending.

The Association shall avoid making ad hoc determinations at the meeting itself.

Nothing in this Policy shall be interpreted as:

• determining the legal validity of a conveyance;
• determining legal title to Bahamian real property;
• replacing the Registry of Records;
• replacing the functions of the courts;
• modifying the Declaration of Covenants; or
• modifying the Articles of Association.

The purpose of the Policy is solely to establish the Association's reasonable documentary requirements for maintaining its membership, ownership and Class B Share records.