BYLAWS OF CIVIC ASSOCIATION OF WEST LAKE BRANTLEY, INC.
- A NONPROFIT CORPORATION
ARTICLE ONE INTRODUCTION
1.01. DEFINITION OF BYLAWS: These Bylaws constitute the code of rules adopted by CIVIC ASSOCIATION OF WEST LAKE BRANTLEY, INC., a corporation not for profit under The laws of Florida, for the regulation and management of its affairs.
1.02. PURPOSES AND POWERS: This corporation will have the purposes or powers as may be stated in its Articles of Incorporation and such powers as are now or may be granted hereafter by law. The primary purpose of this corporation is to maintain common bathing, boating, docking and playground areas as may be desirable and beneficial to its members, for the present and future owners and residents of homes and lands in the following described parcels and subdivisions in Seminole County, Florida, including ant replats or resubdivisions of the same:
- Lake Brantley Isles-First Addition
b. Lake Brantley Isles-Second Addition
c. Lake Brantley Isles-Amended Plat
d. Lloyds Terrace
e. Thornburg's Addition to Lloyds Terrace
f. Lake Brantley Shores
g. Prescott Homestead, Lots 12 to 24 inclusive
h. Brantley shores
i. Brantley Shores-First Addition
j. Lloyd's Terrace-First Addition
k. Bestever Park
1. Prescott's Addition to Lloyds terrace
m. R.N. Harrington's Subdivision
n. That part of Section 4, Township 21 South, Range
29 East, Seminole County, Florida, lying East of West
Lake Brantley Road, South of Bestever Park, and West
of Lake Brantley and Thornbergs Addition to Lloyd's
Terrace, and North of Charlotte Drive.
ARTICLE TWO OFFICES AND AGENCY
2.01. PRINCIPAL AND BRANCH OFFICES: The principal place of business of this corporation in Florida Will be located in Longwood, Seminole County, Florida at such address or addresses as the Board of Directors may designate from time to time.
2.02. LOCATION OF REGISTERED OFFICE: The location of registered office of this corporation shall be kept of record with the Division of Corporations in Tallahassee, Florida. The Board of Directors may from time to time change the address of its registered office by duly adopted resolution and filing the appropriate statement with the Division of Corporations.
ARTICLE THREE MEMBERSHIP
3.01. DEFINITION OF MEMBERSHIP: The members of this Corporation are those having membership rights as set forth in the Articles of Incorporation and these Bylaws.
3.02. QUALIFICATION OF MEMBERS: The qualifications and rights of the Members of this corporation are that such Members will be either homeowners with title, or as holders of written leases for the term of one year, or widows or widowers of same, of homes or lands located in the lands described in Section 1.02 hereof, who are in good standing and have paid the dues as may be required by the Board of Directors as more fully described herein below.
3.03. MEMBERS DUES: The annual dues payable to the Corporation by Members will be in such amounts as may be determined annually at the meeting for budget purposes. The annual dues will be due and payable during or before each calendar year and submitted in full at the time of joining the association. The dues for senior citizens may be accepted at one half the amount set for regular membership. Discounts may be allowed to members paying prior to the calendar year of membership. Prorating of dues will only occur if the resident moved in during the course of that calendar year.
3.04. PLACE OF MEMBERS MEETINGS: Meetings of the Members shall be held at the registered office of the Corporation, or such other place as the Board of Directors may designate.
3.05. ANNUAL MEETING: The annual meeting of the Members will be held in March or April each year with notification by the Board of Directors by e-mail and posted on community marquee.
3.06. SPECIAL MEMBERS MEETING: Special meetings of the members may be called by any of the following:
A. (1) The Board of Directors. (2) The President. (3) Members having at least ten percent (10%) of the votes which all members are entitled to cast at such meeting.
B. NOTICE OF MEMBERS MEETINGS: Written or printed notice, stating the place, day, and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called, must be delivered not less than fifteen (15) nor more than thirty (30) days before the date of the Members meeting, either personally, or by first class mail to each member entitled to vote at such meeting. If mailed, the notice will be deemed to be delivered when deposited in the United States Mail addressed to your Member at such members address as it appears on the records of the Corporation, with postage prepaid. Special notice as specified above may also be emailed, published online, and posted on the community marquee 15 days prior to the special meeting.
3.07. VOTING RIGHTS OF MEMBERS:
Each member will be entitled to one vote on each matter submitted to a vote of Members. If a home or property in this Corporation is owned, or leased as the case may be, by more than one person, then such home or property shall be entitled to only one (1) vote. Only Members may vote, and no proxies will be recognized at meetings of the Members called under this.
3.08. QUORUM AND VOTING BY MEMBERS: All members present at a duly noticed meeting of the Members shall constitute a quorum. The vote of two thirds of the Members present at a meeting at which a quorum it present is necessary for the adoption of any matter. Unless a greater proportion is required by law, the Articles of Incorporation, or any provision of these Bylaws.
3.09. TRANSFERABILITY OF MEMBERSHIP: Membership in the Corporation is nontransferable and nonassignable.
3.10. TERMINATION OF MEMBERSHIP: Membership will terminate in this Corporation on the happening of any of the following events, and for no other reason:
1. Receipt by the Board of Directors of the written resignation of a Member, executed by such Member or his duly authorized attorney-in-fact.
2. The failure of a Member to pay dues on or after its due date.
3. For cause of actions detrimental to the purposes
of the Corporation, according to Section 1.02, as determined by the Board of Directors at a
meeting called for such purposes, after (30) days written notice to the Member who is subject to termination.
A Member may be completely and automatically reinstated if the Member corrects the cause of termination prior to the formal adoption by the Board of Directors of a resolution acknowledging such termination. A Member terminated for the reasons set forth in this section may be reinstated, upon application and approval by the Board of directors, upon a showing that the cause for such Member's termination has been corrected or emanated.
ARTICLE FOUR DIRECTORS
4.01. DEFINITION OF BOARD OF DIRECTORS: The Board of Directors is that group of persons vested with the management of the business and affairs of the Corporation subject to the law, under the State of Florida Statutes, the Articles of Incorporation, and these Bylaws.
4.02. QUALIFICATION OF DIRECTORS: The qualifications for becoming and remaining a Director of this Corporation are that the Directors must be residents of this State, and Members of this corporation, and be a resident property owner hi this Association.
4.03. NUMBER OF DIRECTORS: The number of Directors of this Corporation will consist of a Board of not less than (3) Directors, and a maximum of (1) director for every (10) members. Two Alternate Directors shall be elected, as voted upon by the Members at the annual meeting of the Corporation.
4.04. TERMS OF DIRECTORS:
1. Directors shall be elected at the annual meeting of the Members by two-thirds of the Members present at such meeting. Directors shall serve a term of one year.
2. A director shall be removed from office upon the termination of such Directors1 membership in this Corporation, as provided for hi these Bylaws, or for any reason upon a two-thirds vote of the Members at any duly called meeting of its Members.
4.05. VACANCIES ON THE BOARD OF DIRECTORS: In the event of the resignation of a Director, or other removal of a Director as provided in these Bylaws, a vacancy shall be deemed to exist, hi the event of an absence of alternates, any vacancy shall be filled by vote of the Directors. The new Director so appointed or elected to fill such vacancy will serve for the unexpired term of his predecessor in office.
4.06. PLACE OF DIRECTORS MEETING: Meeting of the Board of Directors, regular or special, will be held at the registered office of the Corporation, or at such other place within the State of Florida as may be designated by the Board of Directors by resolution duly adopted.
4.07. REGULAR DIRECTORS MEETINGS: Regular meetings of the Board of Directors will be held at each month at a time and place in which a quorum can be in attendance. Notification by the Board of Directors will be made as early as possible by e-mail and posted on community marquee. Should any such day in the year constitute a legal holiday for all businesses, then the meeting will be held instead on the next Wednesday immediately following, deviations to the above may be made by the Board of Directors. This provision of the Bylaws constitutes notice to all Directors of regular meetings for all years and instances, and no further notice shall be required although such notice may be given.
4.08. NOTICE OF SPECIAL DIRECTORS MEETINGS: Notice stating the place, day, and hour of any such meeting, together with the purpose of such meeting, will be delivered to each Director not less than two (2) nor more than (5) days before the date of the meeting, either personally or by first class mail, by or at the direction of the President, the Secretary, or a majority of the Directors entitled to vote at any meeting of the Directors. If mailed, such notice will be deemed to be delivered when deposited in the United States Mail, addressed to the Director at their address as it appears on the records of the Corporation, with postage prepaid, or by telephone contact
4.09. WAIVER OF NOTICE: Attendance of a Director at any meeting of the Board of Directors will constitute a waiver of notice of such meeting except where such director attends a meeting for the express purpose of objecting, at the beginning of the meeting, to the transaction of any business because the meeting is not lawfully called or convened.
4.10. QUORUM OF DIRECTORS: A majority of the current Board of Directors will constitute a quorum. The acts of a majority of the Directors present at a meeting at which a quorum is present will be the act of the Board of Directors unless a greater number is required under the provisions of the Articles of Incorporation, by Florida law, or any provision of these Bylaws.
5.01. ROSTER OF OFFICERS: The officers of this Corporation shall consist of the following:
1. The President.
2. The Vice President.
3. The Secretary.
4. The Treasurer.
5.02. ELECTION OF OFFICERS: Each Officer of this Corporation shall be elected by two-thirds of the Directors who have been elected at the annual meeting of the Corporation. An Officer must be a resident of this state, and a Homeowning/Resident Member of this Corporation. The term of office for any Officer shall be one (1) year, or until their successors shall be elected and qualified.
5.03. MULTIPLE OFFICEHOLDERS: In any election of Officers, the Board of Directors may elect and appoint a single person to any two or more offices simultaneously, except that the office of President, Vice-President, must be held by separate individuals.
5.04. PRESIDENT: The President will be the Chief Executive Officer of this Corporation and will, subject to the control of the Board of Directors, supervise and control the affairs of the Corporation. The President will perform all duties incident to such office and such other duties as may be provided in these Bylaws or as may be prescribed from time to time by the Board of Directors.
5.05. VICE PRESIDENT: The Vice President will perform all duties and exercise all powers of the President when the President is absent or is otherwise unable to act. The Vice President will perform such other duties as may be prescribed from time to time by the Board of Directors.
5.06. SECRETARY: The Secretary will keep minutes of all meetings of the Members and of the Board of Directors, will be the custodian of the corporate records, will give all notices as are required by law or by these Bylaws, and generally, will perform all duties incident to the office of Secretary, and such other duties as may be required by law, by the Articles of Incorporation, or by these Bylaws, or which may be assigned from time to time by the Board of Directors.
5.07. THE TREASURER: The Treasurer will have charge custody of all funds of this Corporation, will deposit the funds as required by the Board of Directors, will keep and maintain adequate and correct accounts of the Corporation's properties and business transactions, will render reports and accounting to the Board of Directors and to the Members of by law, and will perform in general all duties incident to the office of treasurer and such other duties as may be required by law, the Articles of Incorporation, or these Bylaws, or which may be assigned from time to time by the Board of Directors, and will be responsible to the general membership.
5.08. REMOVAL OF OFFICERS: Any Officer elected or appointed to office may be removed by a two-thirds vote of the Board of Directors, or by the Members, at a special general membership meeting duly called for such purpose, with or without cause, whenever in their judgment the best interests of the Corporation will be served. Any vacancy to any Office may be filled by the Directors.
ARTICLE SIX INFORMAL ACTION
6.01. WAIVER OF NOTICE. Whenever any notice is required to be given under the provisions of the law, the Articles of Incorporation, or these Bylaws, a waiver of such notice hi writing signed by the person or persons entitled to notice, whether before or at the tune stated in such waiver, will be deemed equivalent to the giving of such notice. Such waiver must specify the general nature of the business to be transacted.
6.02. ACTION BY CONSENT. There will be no exceptions, notice.
ARTICLE SEVEN COMMITTEES
7.01. DEFINITION OF DIRECTORAL COMMITTEES: This Corporation may have certain committees each of which will consist of two (2) or more Directors.
7.02. APPOINTMENT OF BOARDS: The Board of Directors may not delegate any powers for any specific or prescribed authority in the management of the Corporation. However, the Board of Directors, by resolution duly adopted by a majority of the Directors may designate and appoint one or more Directorial Committees. The creation of such Directorial Committees will not operate to relieve the Board of Directors, or any Director, of any responsibility imposed on such Director as may otherwise be permitted by law.
8.01. FISCAL YEAR: The fiscal year of the corporation shall be January 1st to December 31st.
8.02. EXECUTION OF DOCUMENTS: Except as otherwise provided by law, checks, drafts, orders for the payment of money, and other evidences of indebtedness of this Corporation will be signed by the treasurer and Countersigned by the President. Contracts, leases, or other written instruments executed in the name of and on behalf of the Corporation will be signed by the Secretary and countersigned by the President, and will have attached copies of the resolutions of the Board of Directors certified by the Secretary authorizing their execution.
8.03. BOOKS AND RECORDS: This Corporation will keep correct and complete records of account, and will keep minutes of the proceedings of its Members, Board of Directors, and Directorial Committees. The Secretary shall keep a membership register giving the names, addresses, and other details of the membership of its Members, and the original or a copy of its Bylaws including Amendments to date certified by the Secretary of the Corporation.
8.04. INSPECTION OF BOOKS AND RECORDS: All books and records of this Corporation may be inspected by any Member, or his agent, or attorney, for any proper purpose at any reasonable time on written demand therefor.
8.05. NONPROFIT OPERATIONS-COMPENSATION: This Corporation will not have or issue shares of stock. No dividend will be paid, and no part of the income of this Corporation will be distributed to its Members, Directors, or Officers.
8.06. LOANS TO MANAGEMENT: This Corporation will make no loans to any of its Directors, Officers, or Members.
8.07. OWNERSHIP OF ASSET:
1. No Member or Incorporator of this Corporation may have any vested right, title, claim, or interest of, in or to the assets, functions, affairs of the Corporation.
2. Terminated Members shall have no right, title, claim, or interest in the assets of the Corporation.
3. On dissolution, assets of this Corporation remaining after the payment or discharge of all liabilities of the Corporation; the return, transfer, or conveyances of assets held on conditions requiring the same; and the transfer or conveyance of assets received and held subject to limitations permitting their use only for charitable, religious, eleemosynary, benevolent, educational or similar purposes shall be distributed to the United Way, or as provided by law.
4. No Directors or Officers of this Corporation may authorize secured transactions of corporate assets without approval by the general membership.
ARTICLE NINE AMENDMENTS
9.01. AMENDMENT OF ARTICLES OF INCORPORATION: The Articles of Incorporation may be amended at the Annual Meeting or any Special Meeting of members called for that purpose, provided the proposed amendment has been presented, in writing, to the Board of Directors not less than thirty (30) days before the Annual or Special Meeting. The Board shall within fifteen (15) days thereafter publicize the proposed amendment to the membership. Two-thirds of the voting membership present shall be required for the adoption of such amendment.
9.02. MODIFICATION OF BYLAWS: The power to alter, amend, or repeal these Bylaws, or to adopt new Bylaws, insofar as allowed by law is vested in the Members; provided, however that the Bylaws as they relate to levying dues upon the membership is reserved to the Directors, the adoption of which amendment to these Bylaws shall call for a vote of two-thirds of the membership present at the annual meeting of the Corporation, or special meeting called for such purpose.