Committee Policy and Procedure Manual 2

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2 Committee Policy and Procedure Manual 2 TABLE OF CONTENTS 1. Purpose of Manual 2. Description and Role of Committees 3. Committee Board Liaisons 4. Committee Chairpersons Nomination, Co-Chairs, and Vice-Chairpersons 5. Committee Members 6. Committee Size and Term Limit Guidelines 7. Removal and Replacement of Committee Members 8. Function of Each Committee Committee Charters 9. Meetings of Committees and Posting of Agendas 10. Committee Authorization to Make Recommendations; Voting on Recommendations; and Abstentions 11. Taking and Reporting of Minutes 12. Responsibility for and Accountability of Committees and Chairs; Subcommittees 13. Interaction of Committees with Management and Other Employees 14. Rendering a Committee Inactive 15. Summary 16. Conflicts. ADDENDUMS A. Standard Interview Questions for Committee Candidates B. Heritage Bay Governance Chart 1. Purpose of Manual The purpose of this manual is to establish policies and procedures for all Committees established by the Board of Directors ("Board"), and, to the extent not inconsistent with Florida law, our Declaration of Covenants, Conditions and Restrictions ("Declaration") or our Bylaws, to: Help Committees support the Board of Directors decisions, policies, and goals, and by so doing, contribute effectively to the achievement of the common goals of Heritage Bay Golf and Country Club (the Association ) for the benefit of all members of the Community. Provide Committees with a structure and guidelines to select members and conduct work in a consistent manner. Promote effective communication between Committees, the General Manager (GM) and the Board. Committee volunteers devote a considerable amount of their personal time to Committee work, and it is the intent of this Manual to provide policies and procedures to help make effective use of their time. This will allow the Committee members to make an important contribution to the management of the Association.

3 Committee Policy and Procedure Manual 3 2. Description and Role of Committees Committees are created by the Board. The exception to this is the Architectural Review Committee. The ARC was established by Section 6 of our Declaration, and provisions regarding said Committee are also contained in our Bylaws. Therefore, if there is any conflict between the provisions of this Manual, and those documents, the provisions of the Declaration and the Bylaws will take precedence. The Board appoints Committee Chairs and Committee Members by majority vote. Under the direction of the Board, Committees are established to support the work required for the Board s effective management of the Association. The Board may create three (3) types of committees: Decision Making Committees Advisory Committees Special Committees Decision Making Committees, in accordance with the name, will have the authority to make decisions that do not require Board approval. Such Committees are envisioned to be Committees that must remain independent of the Board, to be in compliance with Florida statutes, our Declaration and Bylaws. The extent of decision making authority will be specifically described in the Committee write up included in a separate document entitled "Description of Board Established Committees". Advisory Committees, as the name implies, are established to "advise" the Board on a variety of issues. Such topics have been identified as requiring detailed investigation in order to support sound decision making. Such Committees will not act independently from the Board, but will make recommendations to the Board. The scope of each such Committee is described in the "Description of Board Established Committees". Decision Making and Advisory Committees are considered "Standing" Committees, as they have no defined duration for which they have been established. In addition to Decision Making and Advisory Committees, the Board may from time to time create special purpose Committees of an "ad hoc" nature. Such Committees may also be established by Decision Making and Advisory Committees with Board approval. These Special Committees may be established to complete a specific scope of work, will likely be of short duration and may require members to possess specific skills. These Committees are not considered standing committees.

4 Committee Policy and Procedure Manual 4 3. Committee Board Liaisons The President of the Board will assign a member of the Board as the Director Liaison" to each Committee at the beginning of each new Board term at or immediately following the Board s initial organizational meeting. Although not a voting Member of the Committee, the Liaison is intended to be an active participant in guiding the Committee s work within the scope of its Charter (formerly website write-up ) and in support of Board decisions, policies, and goals for the effective management of the Association and benefit of the entire Community. The purposes of having a Liaison to the Board are to: Improve Communication between the Committee and the Board. Ensure the Committee is functioning in the role that the committee was formed to accomplish under its Charter (formerly website write-up ). Work closely with the Chairperson to review the Committee purpose, scope and size on an annual basis to ensure it is operating within the scope of its Charter and thus meeting the needs of the Board. Discuss with the Chairperson if the Committee is exceeding its Charter, and if so, evaluate if the existing Charter needs to be amended. Such proposed amendment will be brought forward by the Liaison for Board approval. Select a Chairperson for the Committee and recommend the Board approve the proposed Chairperson for a particular Committee (see Section 4. Below) Ensure the Committee Chairperson is functioning to meet the needs of the Board and Committee members. Review annually with the Chairperson the skills of the committee members to ensure the correct mix of skills exists to allow the Committee to complete work within the scope of its Charter. Attend meetings of the Committee as regularly as possible Serve as a conduit for Committee communication to the Board. Answer questions from the Board involving Committee activities and recommendations. Report at Board meetings any Committee activity during the previous month as is necessary to keep the Board well informed Bring recommendations from the Committee, following the Committee s vote by a majority of a quorum present in favor of the recommendation, to the Board for a vote whether to approve the recommendation, including recommendations to approve new Committee members. Clarify for the Committee the Board's sentiment on Committee related matters. In the case where a Decision Making or Advisory Committee has established a Special Committee to support its work, the Liaison to that Committee will also be the Liaison to the Special Committee.

5 Committee Policy and Procedure Manual 5 4. Committee Chairpersons Nomination, Co-Chairs, and Vice-Chairpersons A Chairperson shall be selected and nominated by the Liaison to the Board for approval. The Liaison may at times recommend Co-Chairpersons with equal responsibilities, if appropriate or necessary for the work of the Committee under its Charter. Except for the Finance Committee and for Special Ad Hoc Committees as specified in Board approved Charters, the chairperson may not be a member of the Board In addition, the Chairperson may appoint a Vice-Chairperson(s) to handle subordinate responsibilities of a Committee Chair. 5. Committee Members Committee appointments are made by the Board, except in the case of the ARC, appointment is made by the President (see Amended Bylaws dated 4/10/14 Section 6.2). a) Selection of Committee Members The Board shall appoint Committee members who are qualified through experience and/or education for the particular Committee to which they will be appointed, who are can make the best contribution to the Board s effective management of Heritage Bay Golf & Country Club. To the extent feasible, members should be selected from both the permanent and seasonal residents and from all Housing Groups. The Chairperson should arrange assignments, meetings, communications, etc., to allow for the participation of seasonal residents in Committee work. Specific requirements regarding the process to be followed to identify and select new Decision Making and Advisory Committee members are as follows: (1) The Chair shall request Administration to post the position in the Bay Breeze and a separate "E Blast" to ensure all members are aware of the call for candidates. If specific expertise is being sought, it is important that the Chair provide specific information to include in the postings that describe the skills that the Committee seeks for the position. (2) Applicants are to complete the "Master Association Committee Interest Form" and submit it to the General Manager (GM). Upon receipt, the GM who will turn over all interest form applications received to the Committee Chairperson who in turn will provide a copy of the interest form applications to the Committee Members for initial review.

6 Committee Policy and Procedure Manual 6 (3) All applicants will be contacted by the Chairperson within 10 days of receipt by the Committee of their application to acknowledge that their application has been received, and to discuss the process and schedule of the selection process. (4) The Chairperson will schedule interviews with the applicants which will be conducted by the Chairperson, the Committee Liaison, and one additional Committee members using a standardized list of interview questions (see Attached Addendum A). The Committee is also encouraged to create and use a list of specialized interview questions to supplement the standardized questions that are more specifically tailored to the Committee s function and purpose as set forth in its Charter (formerly website write-up ). (5) Following completion of the interview(s), the Chair, Liaison and additional committee member will discuss and assess the applicants based on the information contained in the application and the results of the interview. At the next scheduled Committee Meeting, they shall provide the Committee with information gathered from the interviews, and recommend for approval any applicant or applicants they believe are qualified for appointment as committee member(s). The Committee shall vote on the proposed candidates who will be confirmed by a majority vote of the members present at the meeting with a quorum of members present. (6) After a vote selection of the applicant(s) that will be recommended to the Board for approval, the Chairperson is to notify the successful candidate(s) AND all other applicants prior to the Board meeting at which the approval will be requested. (7) The Director Liaison shall present a motion to the Board at the next scheduled and available Board meeting to approve the recommended appointment of Committee Member(s). Note: It is important to keep in mind that all applicants are volunteers who want to support the work of the Association. If an applicant was not recommended in this instance, the Chair of the Committee should explain their decision to the applicant and encourage him or her to reapply at a later time or apply their skills to another opportunity within the Community. b) Special Committees. The selection of members for Special Committees will be made by the Board to meet the needs of the specific work requirements of the Committee under its Charter (formerly website write-up ) as approved by the Board. The Board will determine when the Committee is formed, the scope and approach the Committee will follow under its Charter, and the duration the Committee will exist, if known. In the circumstance where a Special Committee is being formed to support the work of a Decision Making or Advisory Committee, the Liaison of the Committee, in consultation with the Chairperson of the Committee, will recommend the Chairperson and members of the Special Committee for Board approval. c) The President of the Board is an ex officio member of all Committees, and may attend and participate in any Committee meeting in both capacities

7 Committee Policy and Procedure Manual 7 d) The GM, or his representative, as pre-approved by the Board Liaison will attend all Decision Making, Advisory and Special Committee meetings. The GM may appoint a staff member, normally the Department Head, as a Committee advisor. It is the responsibility of the Committee Chairperson to notify the Board in writing of all current Committee members and Committee advisers. e) Following the completion of the member term of the immediate past Board President, a position on the Long-Range Planning Committee will be offered to him/her. If the offer is accepted, the term on the Committee will be for 1 year. 6. Committee Size and Term Limit Guidelines a) Committee Size Guidelines With the exception of the ARC, Committees shall contain no less than 5 members and no more than 9 members, including the Chairperson. It is recommended that Committee Charters (formerly website write-ups ) provide for 5 to 7 members, leaving allowance to add up to two more members in order to effectively address continued work or special projects that requires additional members to perform the necessary tasks. b) Committee Term Limit Guidelines In order to provide greater opportunity for Association members to participate in Committees that support the governing of their community, the Board is establishing term limits guidelines for members of Committees. Such guidelines will allow for continuity of the work being accomplished by each Committee, while allowing for the change of Committee members to enable additional Association members to participate. The smooth turnover of Committee members also allows for those who have served the community the opportunity of some time away from the governing process, or an opportunity to participate in a different venue (different Committee, Board position, CDD, etc.). Therefore, the following guidelines are established for Decision Making and Advisory Committee members, with the exception of the ARC Committee, whose term limits are described in the Declaration and the Bylaws: i. Newly appointed members on established Decision Making and Advisory Committees shall have a term of 3 years, with the exception of each Golf Association President, or his/her designee, who will serve on the Golf Committee until the end of such Presidents term. The 3-year time frame will allow a member to become familiar with the work of the Committee while allowing a significant amount of time to make positive contributions. ii. Newly appointed members on newly created Decision Making and Advisory Committees shall have a term of 2 or 3 years. The Liaison will discuss the term

8 Committee Policy and Procedure Manual 8 options with the selected Committee members with the goal of achieving a 50/50 split between 2 years and 3-year terms for the Committee members, and include the recommended term of the new member to the Board in her or her motion for approval of the appointment of the new member. iii. The term of a member cannot be extended by the Board beyond the term previously approved by the Board, unless the Liaison makes a motion to the Board to approve the extension of the term of a particular Committee Member. The length of the extension of a member's term being requested may be as short as one month, or as long as 3 years, depending on the circumstances. In the motion, the Liaison must explain how, if that Member does not continue to serve, the Committee will significantly lose its ability to function under its Charter and thus, will be unable to effectively serve the Board. For example, this is more likely to occur in a Committee that deals with long term projects or issues, or a Committee that relies on very specific expertise/experience and could well involve the Chair of the Committee. iv. No person can be a member of more than one Decision Making or Advisory Committee at the same time, with the exception of the Audit Committee. A member of the Audit Committee can serve concurrently on another Decision Making or Advisory Committee. v. A member of a Decision Making or Advisory Committee cannot serve on a Committee concurrently with their spouse or another person who is part of the member's Family Unit. vi. Except as an ex officio member, a Director may not concurrently serve as a Director and as a member of a Decision Making or Advisory Committee. If a member of a Decision Making or Advisory Committee is elected as a Director, he/she shall resign as a member of that Committee prior to the next Committee Meeting. 7. Removal and Replacement of Committee Members Committee Members and Chairs are appointed by the Board, and thus may be removed by majority vote of the Board, with the exception of ARC members who, once appointed, may be removed only by vote of a majority of all the voting interests, and not by the officers or Directors (Amended Bylaws 4/10/14 Section 6.2). However, the following guidelines are established for the removal and replacement of Committee members: a) Committee Member. Unfortunately, there may be times when Committee members are not making positive contributions to the Committee and must be replaced. In this case the Chairperson and Liaison shall first discuss the issue(s) with the member privately in an attempt to resolve the issue. Should the issue(s) not be resolved within a reasonable period of time, the Liaison in the presence of the Chair and President of the Board, shall privately ask the Committee member to resign before the next scheduled Committee meeting. If, however, the member refuses to resign and the issue(s) previously discussed with him or her persists, he or she shall be subject to removal at the next available and

9 Committee Policy and Procedure Manual 9 scheduled Board meeting by a majority vote of the Board. The Chair shall advise the Committee at or before its next meeting of a vacant position, and instruct the Committee to seek to fill the vacant member position according to the Policy and Procedure Manual in Section 5.a. b) Committee Chair. If it becomes apparent to the Liaison and/or the President, that a Committee Chair is not managing the duties of chair in a constructive manner, and must be replaced, the Liaison and President shall first discuss the issue with the Chair privately in an attempt to resolve the issue(s). Should the issue(s) not be resolved within a reasonable period of time, the President in the presence of the Liaison and Vice President of the Board, shall ask the Chair to resign as Chair, and if circumstances warrant, to also resign from the Committee. However, if the Chair refuses to resign either as Chair or as member, and the issue(s) previously discussed with him or her persists, he or she shall be subject to removal from the Committee at the next available and scheduled Board meeting by a majority vote of the Board. Thereafter, the Liaison shall select and recommend approval of a new Committee Chair to the Board at the next scheduled and available Board meeting. If the Chair also resigns as a member, the Committee after the new Chair is appointed, shall proceed to fill the vacant member spot according to Section 5.a. c) When a Committee member resigns, or is removed, and the appointment of a replacement is required, the selection process described above (Section V. a) shall be followed. 8. Function of Each Committee Committee Charters As noted previously, Committees are established by the Board to provide support in specific areas that will provide benefit to the Association. Each Committee will have a specific mandate or Charter (previously referred to as a website write-up ) established by the Board that sets forth its function and scope. Under those Charters, Committees may to review, investigate, and in certain cases, develop and make recommendations to the Board to be voted upon in order to maintain or improve various aspects of the Association. Committee Charters once approved by the Board are posted on the Heritage Bay website webpage for each Committee. Refer to Section 2. for a detailed description of the purpose, scope and function of each of the established Decision Making and Advisory Committees. 9. Meetings of Committees and Posting of Agendas a) At the beginning of each new term of the Board of Directors in March, Chairs shall set up a meeting schedule for a date and time for a reserved room at the Clubhouse with the Director of Administrative Services. The dates and times of meetings shall be posted on the Heritage Bay Committee website page and the Heritage Bay monthly calendar.

10 Committee Policy and Procedure Manual 10 b) Chairs may change dates and times of meetings, but must first confirm with the Director of Administration the availability of a room and time, and give sufficient notice to all Committee members and the Liaison. c) Committee meetings should follow a prescribed protocol. A quorum of a Committee membership must be present at a meeting in order to conduct business. d) With the exception of the Compliance Committee, Committee meetings are open to all Association members. Guests may attend any open meeting. The Chair may in his or her discretion allow input from guests that does not disrupt or interfere with the meeting. Any Board member may attend any committee meeting at any time. e) Meetings should be scheduled as necessary to conduct Committee business and whenever as best as possible to accommodate seasonal Committee members. Teleconference and video enhanced participation by members at meetings is encouraged to enable will allow seasonal or otherwise absent Committee members to participate when they are located remotely. f) Sufficient notice by is to be given by the Chair to each Committee member, the GM and all Board members at least ten days in advance of a scheduled Committee meeting. In addition, the scheduled meeting is to be posted on the Association web site. g) The Chair shall request agenda items from all Committee Members and the Liaison at least 7 days before a meeting. The Chair shall exercise discretion in preparing and accepting requested agenda items to make sure they address issues that are only within the scope of the Committee s Charter and the work assigned to the Committee. h) The Chair shall a final agenda to the Director of Administrative Services, each Committee member, the Committee Liaison, GM, and all Board members no later than 72 hours prior to the scheduled meeting in order to allow Administration to comply with a 72-hour posting of the agenda as notice to the membership. The agenda shall be posted on the Association web site and at the clubhouse at least 72 hours prior to the scheduled meeting. i) The conduct of meetings shall follow the posted final agenda. It is recommended that t meetings should be scheduled for 60 to 90 minutes, except when the agenda is unusually long or there are complicated issues to resolve. j) It is understood that some Committees will hold "workshop" meetings during the month. These meetings are often longer than the regular monthly meeting, and may be called on short notice. The above requirements for notice and agenda distribution do not apply to such workshops.

11 Committee Policy and Procedure Manual Committee Authorization to Make Recommendations; Voting on Recommendations; and Abstentions Committees do not have the authority to spend funds, commit the Association to spend funds, or, except in the case of Decision Making Committees, to make decisions or act for or bind the Association in any way. Advisory and Special Committees are limited to fact finding, information gathering, analysis of options, and making recommendations to the Board after consultation with the Liaison and GM. A majority of the Committee members present at a meeting where there is a quorum must vote to agree with a recommendation before the Liaison may submit the recommendation to the Board in a motion for approval. Abstentions not based upon asserted conflicts of interest will be counted as a no vote. 11. Taking and Reporting of Minutes (a) Written minutes of each monthly meeting must be kept at all times and distributed to each Committee member, the Board Liaison, and the GM for suggested changes. (b) Once the comments from the Board Liaison, GM and Committee members have been incorporated into the minutes, the minutes are considered pending approval on the agenda at the next Committee meeting. (c) At least three days prior to approval at the next meeting, the Secretary should the final draft minutes to the General Manager, Director of Administrative Services, and to all Board members for information only. (d) Once the minutes have been formally approved by the Committee, the Secretary shall promptly the final approved minutes to the Director of Administrative Services so they can be posted on the Committee webpage. 12. Responsibility for and Accountability of Committees and Chairs; Subcommittees The Board of Directors is responsible for the operation of the Club and has a duty to the membership to manage risk. It is also responsible for the actions of Committee Members. The Board has thus adopted a Code of Conduct that applies to both Directors and Committee Members. A vital link to the Board through each Board Liaison is the Committee Chair. Thus, cooperation and communication between the Chair and Liaison are very important. In addition, Committee Chairpersons are accountable for many important functions, including but not limited to: the holding of scheduled meetings, the civil and inclusive tone and organized planning and execution of meetings, the preparation and submission of agendas that reflect items within the scope of the Committee Charter, review of Committee Charters, submission of any suggested changes to the Charter to the Board, and for any project assigned to the Committee by the Board.

12 Committee Policy and Procedure Manual 12 The Chairperson may appoint a subcommittee and a subcommittee Chairperson to work on a project. The Committee Chairperson will be accountable for the sub-committee s work. The subcommittee's scope will be limited to the specific task outlined by the Committee Chairperson and within the Committee s Charter. 13. Interaction of Committees with Management and Other Employees It is encouraged that Committees Members interact with and discuss agenda issues, recommendations, and suggestions with Management at Committee Meetings. However, a Chairperson, or any member of a Committee, shall not at any time direct Management or any other a Club employee to perform work or a task of any kind that either involves the operation of the Club or that is outside the operation of the Club and a particular employee s job duties. Only the GM, a Department Head, or their delegate may direct the work of a Club employee. A Chairperson, or any member of a Committee, may otherwise seek information about a Department through the GM. 14. Rendering a Committee Inactive Volunteer roles are very important to Heritage Bay Golf & Country Club (HBGCC). The success of the organization depends largely on the interest and active participation of members who volunteer to help lead the Board, Committees, Projects, and Activities that are based on the community's needs, and in keeping with HGGCC's mission. Establishing a goal that all committees will deliver quality service to its members and provide significance (value) to the community, the Board reserves the right to conclude or inactivate a committee. This demonstrates that all committees' volunteer work remains relevant and significant to the community, but encourages only as much as is necessary and useful. Accordingly, from time to time a committee's usefulness may be re-evaluated by the Board if a committee's mission has been fulfilled and no further mission or project is imminent, necessary, or adds no further value to the community. In such instances, the Board may vote to deem such committee as "inoperative", "in reserve", or in an "inactive" status. Rendering a committee as inoperative, in reserve, or inactive shall require reasonable advance notice to all affected committee members, and a vote of two-thirds of the Board to be successful. 15. Summary The Board has created Committees at Heritage Bay in order to assist the Board s management of the Association and enhance the Community s enjoyment of the Club.

13 Committee Policy and Procedure Manual 13 The Board values Committee involvement, and openly invites all members to volunteer their time on a Decision Making, Advisory, or Special Committee. The Board strives to do its best to make Committee work informative, productive and enjoyable. 16. Conflicts Should there be a conflict between a provision of this policy manual and the Florida statutes, and/or our Declaration or Bylaws, such statutory and/or governing document provisions shall control in order of priority, and the particular conflicting provision(s) in this policy manual shall not apply.

14 Committee Policy and Procedure Manual 14 ADDENDUM A. STANDARD INTERVIEW QUESTIONS FOR PROSPECTIVE COMMITTEE MEMBERS What interests you most about this committee? What are some of your previous volunteer experiences and/or leadership roles? In what kinds of circumstances are you most effective? How do you deal with conflict? Can you provide an example of where you were successful at dealing with conflict? What appeals to you about committee service as a volunteer activity? What are you hoping to get out of your committee experience? What skills, training, education or expertise do you feel you have to offer this committee? Have you reviewed the Charter for this Committee? What do you hope this committee will accomplish? Are you willing to work cooperatively with others towards a common goal that serves the greater Community and respect others opinions even if you do not agree with them? Committees are created to serve the Board and members of committees are approved and appointed by the Board. Are you willing to serve the Board as an appointed Committee Member and support the Board s policies and decisions in furtherance of serving the interests of the entire Community? [ADD SPECIALIZED QUESTIONS PERTAINING TO SPECIFIC COMMITTEE NEEDS]

15 Committee Policy and Procedure Manual 15 ADDENDUM B. Heritage Bay Golf & Country Club Governance Organizational Chart