REVISED July 1, BYLAWS OF HERON CAY HOMEOWNERS ASSOCIATION, Inc.

Transcription

1 REVISED July 1, 2016 BYLAWS OF HERON CAY HOMEOWNERS ASSOCIATION, Inc. General Section 0.1 These bylaws replace all previous bylaws and all inconsistent previous resolutions. Section 0.2 The Heron Cay Homeowners Association, Inc., is a legally constituted notforprofit business corporation which serves as the representative of all the mobile home owners in the community of Heron Cay. The association represents association members in all matters relating to this chapter, regardless of whether the homeowner is a member of the association. Section 0.3 Articles of Incorporation of Heron Cay Homeowners Association, Inc., charter N 08573, were filed April 5, 1985, with the State of Florida, Department of State, amended, restated, and filed May 9, Members Section 1.01 Membership. Any bona fide homeowner is eligible for membership in the Homeowners Association. A bona fide homeowner is a person who is 55 years of age, or who resides in a home in which at least one resident is 55 years of age, and who is listed on official records as owner or coowner. Membership is conferred with payment of current dues. Should a person own more than one home, membership eligibility applies only at the home which is his/her principal residence. Section Annual Meeting. The Annual Meeting of the Association members of the Corporation shall be held during the month February of each year at the time specified in the notice of the meeting. The date and time in February shall be set by the Board of Directors. Section Termination of Membership. Any Association member may terminate membership by delivering a written notice of termination to the Board. Dues are nonrefundable. Section Reinstatement. A member who terminated membership in good standing may apply for reinstatement within the same year. Request for reinstatement should be in writing and given to the Board.

2 Meetings Section 1.2 Special Meetings. Special meetings of the Association members shall be held when directed by the President of the Board or the Board of Directors, or when requested by onefifth of the Association members. However, if the special meeting is called for the purpose of recalling an Association member or members of the Board of Directors, then the meeting shall be held upon the request of onetenth of the Association members. A meeting requested by the Association members shall be called for a date not less than fourteen nor more than sixty days after the request is delivered to the President of the Board of Directors. Section 1.3 Place. All Board of Directors, Committee and Informational Meetings shall be held only in the Heron Cay clubhouse. Section 1.4 Open Meeting Notice. (a) The call for Open Informational Meetings as needed shall be issued by the Secretary unless the President of the Board of Directors designates another member to do so. The member designated to issue the call will post notice by a method selected by the Board of Directors, not less than five days before the date set for the meeting. The notice shall state the purpose of the meeting, the time and its location. Since Information meetings are open to all residents not just HOA members, NO VOTING will be allowed. (b) The Annual Membership Meeting Notice shall identify the date of the Meeting, procedures and dates for voting to take place, candidates for office, proposed budget, bylaws revisions, and any questions to be decided by members. In addition, the notice of the meeting shall be posted in Heron Cay in a conspicuous place not less than fourteen days before the meeting. The right to receive written notice of a membership meeting may be waived in writing by a member. An officer of the Corporation shall provide an affidavit affirming that notices were mailed, ed or picked up in office to each Association member at the address last furnished to the Corporation. Section 1.5 Record Dates. The Board of Directors may fix a date not less than two days before the date set for the election, as the record date on which the Association members of good standing are determined. Section 1.6 Voting Procedures. One day before the election, the secretary shall make a list containing the name and address of each member entitled to vote according to Section Section 1.7 Business Transacted. No act of the members is valid unless taken at a meeting called with notice given as provided in these bylaws. Section 1.8 Annual Meeting Quorum. 30% of the Total Membership at the annual meeting must be present, including proxies, to constitute a quorum. After a quorum is established, the withdrawal of members that reduces the number below that required for a quorum shall not affect the validity of any action taken at the meeting or any adjournment thereof

3 Section 1.9 Adjournments. If a quorum is not present at a called meeting, the presiding officer may adjourn it. If a new record date is fixed by the Board of Directors after the adjournment, a new notice shall be sent in accordance with Section 1.4. Section 1.10 Proxies and Absentee Ballots. General proxies are used for a quorum, but limited proxies may be used to vote. However no proxy, limited or general, may be used in the election of Board members. Also members who are unable to vote may submit an absentee ballot. Any proxy given shall be effective only for the specific meeting for which originally given and any lawfully adjourned meeting thereof. Section 1.11 (a) Voting. It a mobile home or subdivision lot is owned jointly, the owners of the mobile home or subdivision lot must be counted as one for the purpose of determining the number of votes required for a majority. Only one vote per mobile home or subdivision lot shall be counted. Any number greater than 50% of the total number of votes constitutes a majority. Annual voting shall take place at the dates and times designated by the nominating committee, during the week preceding the annual membership meeting. (b) Term of Office. Every board candidate elected will get a 2 year term. Directors are limited to 2 (two) 2 year terms and will not be able to run again for two years. Members shall vote to fill up to five positions on the Nominating Committee. The term of office for the 2 (two) highest vote receivers of the Nominating Committee shall be for 2 (two) years; all others shall serve for 1 (one) year. Membership Section 1.15 Order of Business. At the monthly membership meeting the following order of business shall be according to the newest version of Roberts Rules of Order. A. The presiding office will call the meeting to order. B. Approval of minutes. C. Treasurer report. D. President report. E. Committee report. F. Open discussion. G. Adjournment.

4 Directors Section 2.1 Function. The business and property of the Corporation shall be managed and its corporate powers shall be exercised by the Board of Directors. Section 2.2 Powers. The Board of Directors has the power to: (a) Make contracts for the business of the Corporation. (b) Sue and be sued in the corporate name. Any legal action which may involve a law suit or mediation will require in writing 75% of the Homeowners approval. (c) Contract debts and borrow money at such rates of interest, not to exceed the legal rate, and on such terms as are necessary or expedient. (d) Exercise all other powers conferred by state statute, the common law, or these bylaws for non profit Corporation. (e) Propose a budget for submission to the members. (f) Any reserve fund which consists of monies in a savings account may be accessed, with the approval of the Board of Directors, for expenditures not otherwise anticipated in the approved budget. In the event of emergencies, the Board of Directors may allocate up to $500 annually. For an amount over $500 the Board needs to call a special membership meeting, to meet unpredictable expenses. Section 2.3 Number: (a) A Corporation shall have not less than five but not exceeding seven Directors. (b) Upon a vacancy of a Board Member, the President, with the approval of the Board of Directors, may appoint an association member to fill that vacancy until the next election. Should no appointment be made, the board may continue to exercise its responsibilities, as provided by law and by these by laws. Section Nominating Committee. A nominating committee of up to five and no less than three members shall be elected. The committee shall elect one of its members as chairman. The nominating committee s purpose shall be to nominate members for Board of Directors and to nominate members for the Nominating Committee for the ensuing year. The membership shall be notified of the candidates nominated with a notice of the annual meeting. Additional nominations may be made from the floor and all nominations will be made and closed at the December Board of Directors meeting. The members of the nominating committee shall be responsible for coordinating and conducting the elections processes and procedures. The Nominating Committee shall follow the procedures as detailed in the Operating Instructions for the Nominating Committee as approved by the Board of Directors.

5 Section 2.4 Qualifications. All nominees must be 55 years of age and have been a homeowner of Heron Cay and a member in good standing of the HOA for a period of six (6) months prior to election. No homeowner may serve in any office of the Heron Cay Homeowners Association (elective or nonelective) who receives financial compensation for full or parttime employment from Heron Cay Management. Upon a vacancy on the board, the President, with approval of the Board of Directors, may appoint an Association member to fill the position(s) until the next election. Should no appointment be made, the Board may continue to exercise its responsibilities, as provided by law and by these bylaws, with fewer than the seven directors as provided in Section 2.3 Section 2.5 Quorum. A majority of the directors constitutes a quorum at the meeting of the Board of Directors. Section 2.6 Meetings. The new Board of Directors shall meet to elect officers immediately following the Annual Meeting. Section 2.7 Voting. A director is presumed to assent to the actions taken at a board meeting unless he or she votes against the action or abstains from voting. Section 2.9 Other Committees. The standing committees are Nominating, Budget, and ByLaw. The Board of Directors may establish standing committees by resolution. The President, with the approval of the Board of Directors, may establish special committees or AdHoc as needed. Committee meeting are open to all HOA members who wish to observe the proceedings. Any member wishing to address the committee refer to ByLaw Section Negotiating Committee. This committee s responsibilities are those defined in FS (4). Section Management Liaison. The Board of Directors has sole responsibility of discussing with park management all matters other than changes in lot rent, services, utilities, and rules and regulations unless a majority of the affected homeowners agree in writing, to such representation. The President or any individual director shall not meet with management solely to discuss Board Business but with all available Board Members. Section 2.10 Budget Meeting. The members shall be given written notice no less than 30 days, before the meeting of the Board of Directors, at which the budget will be considered. The meeting shall be open to Association members. Refer to FS (G) Section 2.11 Board of Directors and its Committee meetings: Board of Directors and its committee meetings shall be open to all Association members. Notice of meetings shall be posted in a conspicuous place upon the park property at least 48 hours in advance, except in an emergency. Reference 2.12 Right to be heard. Refer to FS (C) (a) The Order of business:

6 (1) Call to order (2) Approval of minutes (3) Treasurer report (4) President report (5) Standing Committee Reports (6) Unfinished Business (7) New Business (8) Other (Management Agenda) (9) Open Discussion on agenda items only (10)Adjournment (b) During summer months when some of the Board members are away the President or the acting President will conduct a conference phone call with the remainder of the Board present and explain what the subject is and obtain a yea or nay Section 2.12 Right to be heard: The right to attend meetings of the Board of Directors and its committees includes the right to speak at such meetings with reference to all designated agenda items. If a member of the Association desires to address other items, the member shall notify the Board of Directors secretary or the committee secretary in writing at least 48 hours in advance, so that secretary can add the member's name and the subject to be discussed to the agenda. That member shall be entitled to speak on that item for no more than ten minutes. Additional time may be allowed on the issue pursuant to a majority vote of the Board of Directors or the committee. Officers Section 3.1 Officers. The Corporation shall have a President of the Board of Directors, a 1st Vice President, a 2nd Vice President, a Secretary, and a Treasurer. A director may hold more than one office. Section 3.2 President. The President of the Board is the Chief Executive Officer of the Corporation and has general and active management of the business and affairs of the Corporation. Subject to the directions of the Board of Directors, he/she shall preside at meetings of members and the Board of Directors.

7 Section 3.3 Vice Presidents. The Vice President, or the Vice President holding the oldest appointment to that office if there is more than one, shall act as the President in the absence or inability of the President to serve. All Vice Presidents shall perform the duties prescribed by the Board of Directors. Section 3.4 Secretary. The Secretary has custody of and shall maintain the corporate records; except the financial records, shall record the minutes of meetings; of the Board of Directors and members, shall send required notices of meetings; shall send required notices of meeting: shall perform the other duties prescribed by the Board of Directors, shall after approval of Board of Director meeting minutes post them to the HOA web directory. Section 3.5 Treasurer. The Treasurer has custody of all corporate funds and financial records. He/She shall keep full and accurate accounts of receipts, disbursements and render an account of them when required by the President or Board of Directors, and at the annual meeting. Section 3.6 Attendance at Meetings. Members of the Board of Directors of the Heron Cay Homeowners Association, Inc., are expected to attend all meetings. A director missing three (3) consecutive meetings without an excusable reason will be subject to removal from the Board. This is to be decided upon in a recall by HOA Members Training Within 90 days after being elected or appointed to the Board, a director shall certify by written affidavit that he or she is in compliance with provisions of FS The secretary of the association shall retain a director's written certification or educational certificate for inspection by the members for 5 years after the director's election or the duration of the director's uninterrupted tenure Official Records An outgoing Board or committee member must relinquish all official records and property of the association in his or her possession or under his or her control to the incoming Board with 5 days after the election or removal. Section 3.7 Removal. An officer may be removed by majority vote of the directors at any meeting of the Board of Directors. Voting will be done by secret ballot. Section 3.8 Vacancies. A vacancy in any office shall be filled by a majority vote of the Board of Directors. Voting will be done by secret ballot. A vacancy on the Board of Directors shall be filled according to the provisions of Section 2.4. Section 3.9 Compensation. All of the officers, directors and committee personnel shall serve without compensation. Section 4.0 Membership Cards. The Corporation may issue cards to each member evidencing membership in the HOA of Heron Cay in the form prescribed by the Board of Directors from time to time.

8 Section 5.1 Execution of Instruments. Corporate instruments shall be executed by the President or a Vice President, unless some other person is designated by the Board of Directors to execute the instruments. The Board of Directors my authorize any person to execute instruments for the Corporation. Attesting by the secretary and affixing the Corporate or common seal are not necessary for validity of any instrument on behalf of the Corporation unless required by law. Section 5.2 Form of Seal. The form of Corporate seal shall be designated by the Board of Directors from time to time. Section 6.1 Required Records. The Corporation shall keep correct and complete books or records accounts, minutes of the proceedings of members and the Board of Directors. Section 6.2 The records of accounts and minutes shall be open for inspection at reasonable times by any member, their authorized representative, and board members. The Association shall retain its records for not less than seven (7) years. Section Minutes of all meetings of members of an association, the Board of Directors, and a committee must be maintained in written form and approved by the members, Board, or committee, as applicable. A vote or abstention from voting on each matter voted upon for each director present at a Board meeting must be recorded. After approval copies of all committee minutes must be submitted to the Board of Directors. Section 6.3 (a) Annual Financial Records. The outgoing Treasurer shall turn over to the incoming Treasurer, a detailed financial statement of the Corporation at the end of the annual meeting. A profit and loss statement must be enclosed. (b) Fiscal Year. The fiscal year is March 1 to the last day of February. Section 6.4 Annual Audits. An independent annual audit of the Corporation s financial records is to be completed by April 30 of each year and reported to the members at the next regular Board of Directors meeting. The President shall select the auditors with the approval of the Board of Directors. Section 7. Annual Report. The Corporation shall file an annual report as required by law with the public officer designated by law and shall pay any tax or fee imposed by law for filing it. Section 8. Registered Agent. The Corporation shall maintain an office in Florida with a registered agent on whom process may be served. The registered agent may be an individual or corporation. When a change of

9 office location or registered agent is made, the secretary shall notify the public officer designated by law of the change. Prohibited Acts Section 9.1 Transfer of Property. The Corporation shall not transfer any of its property to a director, officer or member, directly or indirectly, for any consideration other than the value of the property paid in cash. Section 9.2 Dividends. No dividend shall be paid by the Corporation to a member. Special Acts Section 10.0 Conflict of Interest. Any contract or other transaction between the Corporation and any director who has a financial interest shall be void or voidable because of that relationship. Section Sale of All Assets. The Corporation may not lease, sell, exchange or dispose of its property and assets unless the Board of Directors adopts a resolution recommending the sale, lease, exchange or other disposition. The members shall authorize the transaction. The notice of the members meeting at which the matter is to be considered shall summarize the proposed transaction Section 10.3 Indemnification. The Corporation may indemnify any person who was or is a party, or may be a party to any threatened, pending legal or administrative action or proceeding when the person indemnified is or was a director, officer, employee or agent of the Corporation and is a party to the action or proceeding because of his corporate relationship in the manner, and subject to limitations, prescribed by Florida law. The Corporation shall not indemnify any person if that person acted criminally or not as a reasonable person would have acted. The Corporation may purchase and maintain insurance against liability for all directors, officers, employees and agents of the Corporation even if the Corporation could not indemnify him under this bylaw, or under law. Section 10.4 Dissolution of HOA This Corporation may be dissolved by the Board of Directors adopting a resolution recommending that the Corporation be dissolved, and having the membership adopt a resolution to dissolve the Corporation, which resolution shall be adopted upon receiving at least a majority of the votes which members present at such meeting, or represented by proxy are entitled to cast. The Board of Directors shall recommend to the members a plan of distribution of assets, which plan may provide for the sale or disposal of all real property, if any, tangible personal property and the distribution of all receipts from said sales, together with all funds of the Corporation, directly to all the current dues paying members on a prorata basis. The plan of distribution shall be adopted by at least a majority of the votes which the members present as such meeting or represented by proxy are entitled to cast.

10 Section 11 Purpose. The purpose of these bylaws is to comply with the Florida Mobile Home Act. Section 12 ByLaws Revisions. Revisions to these bylaws may be made as needed. They must be approved by a balloted voting of a majority vote of the voting members, and shall not take effect until so approved. Voting will be conducted by the Nominating Committee. Any amendments mandated by the State to 723, the Board of Directors will at the next BOD meeting recommend that the changes be incorporated. By motion duly made, seconded and by a majority vote of the Board of Directors, the foregoing bylaws were adopted this 20 th day of March, 1989, at a regular meeting of the Board of Directors and were adopted by the membership by a twothirds majority on April 11, {sig.} Barbara Ford, Secretary Sections. 2.2(1), 2.3.5, 2.4, 3.7, 6.3 revised by majority vote at annual membership meeting January 8, {sig} Charlotte Westman, Secretary Sections. 1.12, 2.3.5, 2.12, 3.1, 3.2, 3.3, 5.1 revised and 6.4 added, by majority vote at annual membership meeting January 11, {sig.} Ken Brady, Secretary Section 6.4 revised by majority vote at annual membership meeting of January 10, {sig.} Ken Brady, Secretary Sections. 1.6, 1.8, 1.15, 2.3, 2.3.5, 2.10, 3.7, 3.8, 6.4 revised and 1.01 added by a majority vote at annual membership meeting of January 9, {sig.} Gwendolyn G. Ripp, Secretary Sections. 1.4, 1.10, 2.3, 6.3 revised and 0.2 and 0.3 added by majority vote at the annual membership meeting of January 14, {sig.} Gwendolyn G. Ripp, Secretary

11 Sections. 1.01, 2.4, 2.9, 3.8 revised and 2.9.1, 2.9.2, added by majority vote at annual membership meeting of January 13, {sig.} Peggy Capaldo, Secretary Sections. 1.01, 1.5, 1.6, 1.10, 1.11, 2.2(h), 3.5 revised, and Section 12 added by a majority vote at annual membership meeting of January 12, {Sig.} Gwendolyn G. Ripp, President Sections. 2.2 and 2.4 revised and/or added to by majority vote at annual membership meeting of January 11, {sig.} Gwendolyn G. Ripp, President Section 2.2 revised and Sections 2.9 and added by a majority vote at annual membership meeting of January 9, {sig.} Gwendolyn G. Ripp, President Sections 1.11 and 2.3 revised by majority vote at annual membership meeting of January 14, {sig.} Ewen Cameron, Secretary Section 1.11 revised by majority vote at annual membership meeting of January 10, {sig.} Gwendolyn G. Ripp, President Sections. 1.11, 2.2(h), and revised and/or added by majority vote at annual membership meeting of January 9, {sig.} Jean Chillseyzn, Secretary Sections. 1.1, 1.11, 2.2(d) and 2.11(a) revised and/or added by majority vote of membership at January 8 & 9, 2009.

12 {Sig.} Arthur Walker, President Sections. 1.11, 2.2(d), 2.3.5, 2.4 and 2.93 revised and/or added by majority vote of membership at February 4 & 5, {Sig.} Arthur Walker, President Sections. 2.4, and 3.6 revised by majority vote of membership at February 8, {Sig.} Arthur Walker, President Sections. 1.11, 3.2 and 3.3 revised by majority vote of membership at February 8, {Sig.} Robert McGill, President Sections. 1.12, 1.14, 1.3, 1.4(A,B,C), 1.5, 1.6, 1.8, 1.9, 1.10, 1.11(A,B,C), 1.12, 1.13, 1.14, 1.15, 2.2, 2.3(A), 2.3.5, 2.6, 2.8, 2.92, 2.93, 2.94, 2.10, 2.11, 2.12, 3.1, 3.2, 4.3, 3.5, 4.0, 6.3(A,B), 6.4, 10.1, 10.2, and 12 revised by majority vote at annual membership meeting at February 12, 2013 {sig.} Joe Souza, President Sections: 1.4(A), 1.4(b), 1.13(A), 1.13(B), 2.3(B), 2.93 revised by majority vote at annual membership meeting February 11, {sig.} Elsie Quintero, President The Board of Directors voted on August 4, 2015 to change 6.2.1, 3.6.1, 3.6.2, section 12 to bring into compliance with 723 changes made under bill CS/CS/HB307 {sig.} Elsie Quintero, President The Board of Directors voted on October 6, 2015 to change 1.10 and 2.11 to bring into compliance with 723 changes made under bill CS/CS/HB307 {sig.} Elsie Quintero, President

13 Sections 1.3, 1.4, 1.8, 2.2, 2.3.5, 2.9, 2.10, 3.4, 6.4, 10.4 and 12 revised and/or added by majority vote at annual membership meeting of February 9, {sig.} Elsie Quintero, President The Board of Directors voted on August 2, 2016 to change section 0.2, 1.6, 1.11, 2.11, 2.12, to bring into compliance with 723 changes made and adopted on 7/1/2016 {sig.} Art Walker, President