CLUB DUCK KEY, INC. By-Laws (This printing of the By-laws dated January 5, 2007 incorporates Additions and Deletions made to the By-laws since January 15, 2003.) ARTICLE I - NAME The name of the corporation is CLUB DUCK KEY, INC., incorporated under the Florida Non-Stock Corporation Act and referred to within these by-laws as the "Corporation". ARTICLE I I – PURPOSE A. General The Corporation is a non-profit organization. No pecuniary profit shall inure to the benefit of its directors, officers or members. To this end, the Corporation may not issue stock nor declare nor distribute any dividend. No part of the net income of the Corporation shall inure to the benefit of any director, officer or member of the Corporation. Further, any balance of money or assets remaining after full payment of all obligations of any kind of the Corporation shall be devoted solely to the purposes enumerated in paragraph A of this Article. ARTICLE I I I – DEFINITIONS A. Definitions 1. Board: The duly elected Officers and Board of Directors of the Corporation. 2. Shareholder: An individual or individuals holding a Share (Certificate of Membership) either solely or jointly. 5. Sole Membership: A Share issued in the name of one person. 6. Special Membership: A class of membership of the Corporation as determined by these bylaws. 8. Membership Fee: A fee payable by each prospective Shareholder prior to issuance of a Certificate of Membership as determined by the current market value of a Share in the Corporation. 9. Dues: An assessment determined annually by the Board, approved by the Shareholders, and assessed according to these by-laws to Shareholders. 10. Household Guest: A person visiting temporarily in the household of a Member. 11. Administrative Fee: A fee due at the time of sale of a Certificate of Membership. 12. In Good Standing: A condition enjoyed by a Member who has paid all dues and special payments, as required, by the due date, or who has paid all dues, special payments, as required, and a penalty fee, as required. 13. Notice of Delinquency: A notice sent to a Member by the Secretary stating that dues and/or other monies owed to the Corporation have not been paid. 14. Suspended Member: A member who has not paid dues and/or other monies owed the Corporation within (30) days of mailing of the notice ARTICLE IV - MEMBERSHIP A. Classes of Members (A member is a Shareholder of at least 18 years of age.) 1. Shareholder 2. Special Member B. Application of Membership 1. Membership in the Corporation will be limited to Duck Key property owners and renters. 2. Membership shall not be denied to any adult on the basis of race, sex, age, nationality or ethnic origin, political beliefs, marital status or handicapping conditions. 3. Each applicant for purchase of a Certification of Membership shall submit, on a form furnished by the Board of Directors, a signed application on which the applicant shall agree to pay the membership fee, dues and any special payments established by the Board. The dues and special payments may be pro-rated, if applicable. Each applicant must be approved for Membership by the Board of Directors. C. Purchase of Membership 1. All Certificates of Membership are purchased from the Corporation and may be purchased solely or jointly. No Certificate of Membership is severable nor may it be held or the benefits enjoyed by an entity other than the entity to whom the Certificate of Membership is sold, except that a joint membership is considered to have been purchased with a right of survivorship. Further, a joint membership whose property rights are in common following dissolution or any other decree that shall have the effect of terminating a marriage or joint ownership may be converted to a sole membership in the name of one of the former spouses and/or owners. It shall be the sole responsibility of the member to advise the Corporation in writing of a change in status of the membership. If the Corporation, without prior written notice, acts in good faith in accepting dues, assessments, and/or other payments from a member, such action shall be without recourse against the Corporation. Further, notice of payment to a member of the joint membership by the Corporation, without prior written notice to the Corporation of a change in status of the membership, shall be considered notice and payment to the joint membership and satisfaction of the Corporation's obligation to both parties to the joint membership. D. Rights and Responsibilities of a Shareholder 3. All Shareholders in good standing shall be entitled to use the swimming pool and all park and recreational facilities provided by the Corporation subject to such reasonable restrictions and regulations promulgated by the Board of Directors. 4. All Shareholders are responsible for keeping the Secretary and/or Membership Chairman informed of their current mailing address. E. Duties of the Board of Directors with Respect to Membership 1. The Board of Directors shall determine annually, with the approval of the Shareholders, the dues and any special payments to be assessed to the Shareholders of the Corporation. The Board of Directors shall then notify each Shareholder of the dues and special payments assessed to the Shareholders. Notification of dues and special payments assessed shall be made by first-class mailing. 2. The Board of Directors or its designee shall, within a reasonable time after receiving a completed application for purchase of a Certificate of Membership, render a decision and advise the applicant. If the Board of Directors approves an application along with payment of the membership fee, the Corporation receives dues and special payments under paragraph B of this Article, the President shall cause a Certificate of Membership to be delivered to the Shareholder. If the Board of Directors fails to approve an application for purchase of a Certificate of Membership, any payment received from the applicant by the Corporation shall be returned to the applicant. 3. The Board of Directors, under paragraph E.3 of this Article, shall issue the Certificate of Membership to the Shareholder. 4. The Board of Directors, within a reasonable time, shall consider each signed application of a Shareholder for conversion of membership. The Board of Directors may not approve any application for conversion of membership unless the Shareholder is in good standing. 5. The Board of Directors shall suspend any Shareholder failing to pay annual dues and, as applicable, all other monies owed the Corporation within thirty (30) days after notice of delinquency has been deposited with the U. S. Postal Service and sent by registered or certified mail or any other type of mail service to provide a return receipt, to the address appearing on the records of the Corporation. Any Member thus suspended shall be notified promptly in writing by the Secretary of the Corporation of such suspension. If dues and all other monies owed the Corporation are not paid within fifteen (15) days after the sending of such notice, that person shall cease to be a Member of the Corporation. 6. The Board of Directors may, at its discretion and by the affirmative vote of fifty-one per cent (51%) of its seven (7) members, after the Shareholder has had an opportunity to appear before and be heard by the Board of Directors, cancel the Certificate of Membership of a Shareholder and privileges whose actions are determined to be detrimental to the interest of the Corporation. Such disenfranchised Shareholder whose privileges have been canceled may be reinstated upon written appeal, filed with the Secretary of the Corporation within thirty (30) days of notification, if approved by a majority of the Board of Directors eligible to vote, in person or by proxy. 1. The Corporation shall be limited to 125 Shareholders or a number established by the Board of Directors. ARTICLE V - MEETINGS A. Annual Meeting 1. An annual meeting of members shall be held in the winter of each year, at a time and place of the Board of Directors’ designation. B. Special Meeting 1. Special meetings may be called at any time by the President or Board of Directors. Special meetings shall be called by the Secretary upon the written request of not fewer than twenty (20) percent of the total number of the membership in good standing. C. Notice of Meeting 1. Written notice stating the place, day and hour of the annual meeting, and in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten (10) nor more than thirty (30) days before the date of the meeting, either personally or by mail to each member entitled to vote at such a meeting. In the case of the annual meeting, such notice shall also include a proposed budget and detailed agenda. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, with first-class postage affixed and addressed to the Member at the address as it appears on the records of the Corporation. D. Minutes of Meetings 1. The membership will be mailed and/or e-mailed a copy of the minutes of the Annual Meeting and any Special Meeting. ARTICLE VI – VOTING A. Eligibility 1. Each Shareholder in good standing shall be entitled to one (1) vote on all matters presented to the Shareholders for vote at an annual and any special meeting, as may be called. 2. The Share of a Shareholder eligible to vote may be voted in person or by proxy executed in writing by the Shareholder. No proxy shall be valid after eleven (11) months from its date unless otherwise provided in the proxy and no proxy may be exercised unless it is filed with the Secretary of the Corporation prior to the meeting at which it is voted; however, a spouse of a Shareholder, in the case of sole ownership, may vote in person if the Shareholder is not present. 3. Members holding fifty-one (51) percent of the votes entitled to be cast, appearing in person or represented by proxy, shall constitute a quorum. The vote of a majority of the votes entitled to be cast by the members present or represented by proxy at a meeting at which a quorum is present shall be necessary for the adoption of any matter voted upon by the members except as stated in these by-laws. 1. The Board of Directors shall appoint, by November 15 of each year, a nominating committee consisting of five (5) members, to nominate candidates for election as Officers and Board of Directors. The members of the committee shall elect the chairman of the committee. The committee shall provide at least one candidate for each Board of Director office to be voted upon by the membership at the annual meeting. The nominations shall be decided upon by a majority of the entire committee, and a report thereon signed by the chairman shall be filed with the Secretary not less than twenty (20) days before the annual meeting at which directors are to be elected. 2. Nominations may also be made by members of the Corporation from the floor at the annual meeting. ARTICLE VIII – THE BOARD OF DIRECTORS A. Purpose The affairs of the Corporation shall be managed by a Board of Directors selected from Shareholders of the Corporation in good standing. B. Composition and Term C. Vacancies and Removal D. Quorum A majority of the Officers and Board of Directors will constitute a quorum for the transaction of business. The act of the majority of the Officers and Board of Directors present at a meeting at which a quorum is present will be the act of the Board of Directors except as otherwise provided for in these by-laws. E. Powers The Board of Directors shall exercise all powers of the Corporation not specifically committed by the Articles of Incorporation, the statutes of the State of Florida, or these by-laws to the membership, and may adopt rules and regulations not inconsistent therewith. ARTICLE IX - MEETINGS OF DIRECTORS A. A regular meeting of the Board of Directors shall be held at least twice during the winter months (Oct.-Apr.). The President may call a special meeting of the Board of Directors at any time and shall do so upon the written request of any three Officers and/or Directors. The President shall fix the time and place of each meeting. A. Nomination and Election 1. The Officers of this Corporation shall include a President, First Vice-President, Second Vice-President, Treasurer and Secretary, all of whom shall be elected by the Shareholders at an annual meeting. B. Duties and Responsibilities f. may appoint a parliamentarian for the Annual Meeting and any Special Meeting; and g. perform such other duties as may be directed by resolution of the Board; b. perform such other duties as directed by the President or the Board of Directors. a. have and exercise all the powers, authority and duties of the President during the absence of the President and the First Vice-President or their inability to perform the duties and responsibilities of their offices; b. perform such other duties as directed by the President or the Board of Directors. b. provide and maintain full and complete records of all the assets and liabilities of the Corporation; e. serve as chairman of the Finance Committee; and f. prepare and distribute to each member a projected financial statement prior to the annual meeting. c. maintain the record of Shareholders of the Corporation; and d. produce and announce all proxies filed prior to any Shareholder meeting. ARTICLE XI – COMMITTEES A. Standing Committees 1. The Pool Operations Committee: 2. The Tennis Operations Committee: c. serves as tennis teams’ advocate before the Board; and 3. The Engineering, Construction and Maintenance Committee; c. presents construction, repair and maintenance reports to the Board of Directors on a regular basis, as needed. 4. The Membership Committee: b. maintains a waiting list of applicants for purchase of a Certificate of Membership; 5. The Finance Committee c. makes recommendations with reference to financial matters of the Corporation. b. approves all contracts prior to their award; c. approves all legal actions prior to their execution; and d. performs all other usual duties of a General Counsel. 7. The Social Committee: a. prepares a list of proposed social activities for approval by the Board of Directors; and b. schedules and executes same; and c. provides the Board with an annual report of the Social Fund account. B. Ad Hoc Committees ARTICLE XII - PROPERTY AND FINANCES A. Facility Extension B. Proposed Budget C. Non-Budgetary Expenditures in Excess of Five Hundred Dollars ($500) D. Real Property E. Funds Management 1. All funds of the Corporation shall be deposited in such qualified depository or depositories as the Board of Directors may designate, and shall be so deposited within a reasonable amount of time. However, receipts in the aggregate of one hundred dollars ($100) or less need not be deposited more often than once a week. 3. The funds of the Corporation, except those on deposit as provided in this Article, those utilized in redeeming membership fees as provided in Article IV, or used in acquiring recreational facilities, may be invested only in obligations of, or insured by the United States Government. They may not be loaned to or invested with any officer, director or Shareholder of the Corporation, or with any person, agency or governmental instrumentality. 4. The Board may provide for the establishment and replenishment of a Social Fund Account not to exceed $2,000 from which the Social Chair can pay upfront expenses and reimburse costs associated with social functions. This account can also be used to deposit proceeds from social functions, raffles and other fund-raising activities. Deposits and withdrawals to the Social Fund Account shall be reported at each meeting of the Board of Directors. F. Annual Audit ARTICLE XIII - COMPENSATION AND INDEMNIFICATION A. Officer Compensation B. Director Liability ARTICLE XIV FISCAL YEAR The fiscal year of the Corporation shall run from 1 January to 31 December (Year). ARTICLE XV – RULES AND PROCEDURE AND ORDER OF BUSINESS A. Conduct of Corporation Meetings ARTICLE XVI - GENERAL A. All powers, authority, duties and functions of the members, directors, officers and employees of the Corporation shall be exercised in strict conformity with applicable provisions of law and regulation, and of the Charter and by-laws of the Corporation. ARTICLE XVII- AMENDMENTS A. Amendments to these by-laws may be proposed by a Shareholder in good standing at an annual or special meeting. The proposing Shareholder shall notify the Secretary of the Corporation in writing in sufficient time for the amendment to the by-laws to be included in the notice of such meeting as provided in Article V. Amendments to the by-laws offered to the Shareholders must be approved by two-thirds of the Shareholders present or represented by written proxies. OLD BY-LAWS BELOW As of February 26, 1999 CLUB
DUCK KEY, INC. ARTICLE I - NAME The name of
the corporation is CLUB DUCK KEY, INC., incorporated
under the Florida Non-Stock Corporation Act and referred
to within these by-laws as the "Corporation". ARTICLE II -
PURPOSE A. General The Corporation is
formed to encourage and promote the health and civic,
social, and general welfare of its members, and to
construct, operate, and maintain for its member's park
and recreational facilities, including a swimming pool
and related facilities. The Corporation is
a nonprofit organization. No pecuniary profit shall inure
to the benefit of its directors, officers or members. To
this end, the Corporation may not issue stock nor declare
nor distribute any dividend. No part of the net income of
the Corporation shall inure to the benefit of any
director, officer or member of the Corporation. Further,
any balance of money or assets remaining after full
payment of all obligations of any kind of the Corporation
shall be devoted solely to the purposes enumerated in
paragraph A of this Article. ARTICLE III -
DEFINITIONS Board : The
duly elected Officers and Board of Directors of the
Corporation. Shareholder
: An individual or individuals holding a Share
(Certificate of Membership) either solely or
jointly. Share:
(Certificate of Membership) indicia of legal ownership of
a Share in the Corporation when signed by the President
of the Corporation and the Secretary. Household
Guest: A person residing temporarily in the household
of a Member. Administrative
Fee: A fee due at the time of sale of a
Certificate of Membership. In Good
Standing: A condition enjoyed by a Member who
has paid all dues and special payments, as required, by
the due date, or who has paid all dues, special payments,
as required, and a penalty fee, as required. ARTICLE IV -
MEMBERSHIP A. Classes
of Members
The
name of each Member, together with the name of each
Special Member, shall be listed in the official
membership listing of the Corporation maintained by
the Membership Chairman for identification,
collection of annual dues and special payments, and
the issuance of annual membership passes, among
other things. Special Members will not pay annual
dues and/or special payments. 3. Non - Voting
Member (Non-Voting Class of Membership By-law Article
IV - Membership A3 with rules 1 through 10 added as an
amendment) There shall be a
non-voting class of membership open to persons that do
not qualify for membership as described in Article IV
- Membership, Section B1 Application of Membership.
There will be a maximum of 25 such members. The following
rules govern the non-voting members: 1.
Non-voting membership will be open to those
individuals and/or families that are otherwise
unable to become full voting members: i.e. they do
not own a home! property or rent long term on one
of the four residential islands, as stated in the
club By-Laws.
2. The total
number of non/voting members will be limited to
25. 3. They will
count as part of the overall membership, which has
a set limit of 125. 4. As total
membership reaches 125, additional full voting
membership will be permitted at the expense of a
non/voting member on a last in first out
basis. 5. All
non/voting members will be reviewed yearly by the
membership committee for renewal. 6. Non/voting
will not be permitted to bring any guest other than
immediate family members. 7. These
members will not be permitted to hold any elected
offices. They will be eligible to serve on Club
committees. 8. Dues for
non/voting members is set at full membership dues
plus 20 %. 9.
Applications for non/voting membership must be
endorsed by 2 full members. 10.
Applications must be accompanied by a nonrefundable
check $300.00. 1. Membership
in the Corporation will be limited to property owners
and those renters who have established residence for
more than one year on one of the residential islands
of Center Island, Harbour Island, Plantation Island or
Yacht Club Island.
(By-law
stipulation that Club Duck Key members must also be
members of the Duck Key Property Owners' Association
deleted by vote of membership at annual Shareholders'
meeting on December 3, 2002) Membership shall
not be denied to any adult on the basis of race, sex,
age, nationality or ethnic origin, political beliefs,
marital status or handicapping conditions. (This
amendment was passed at the annual Shareholders'
meeting on Jan. 6, 2000.) All
Certificates of Membership are purchased from the
Corporation and may be purchased solely or jointly. No
Certificate of Membership is severable nor may it be
held or the benefits enjoyed by an entity other than
the entity to whom the Certificate of Membership is
sold, except that a joint membership is considered to
have been purchased with a right of survivorship.
Further, a joint membership whose property rights are
in common following dissolution or any other decree
that shall have the effect of terminating a marriage
or joint ownership may be convened to a sole
membership in the name of one of the former spouses
and/or owners. It shall be the sole responsibility of
the member to advise the Corporation in writing of a
change on status of the membership. If the
Corporation, without prior written notice, acts in
good faith in accepting dues, assessments, and/or
other payments from a member, such action shall be
without recourse against the Corporation. Further,
notice of payment to a member of the joint membership
by the Corporation, without prior written notice to
the Corporation of a change in status of the
membership, shall be considered notice and payment to
the joint membership and satisfaction of the
Corporation's obligation to both parties to the joint
membership. D. Rights
and Responsibilities of a Shareholder 1. A
Shareholder shall pay to the Corporation, on or before
the due date, all dues and special payments determined
and assessed by the Board of Directors and approved by
the Shareholders. If payment is hand delivered or
postmarked after the due date, a penalty fee shall be
assessed. No Shareholder shall be permitted access to
the park and recreational facilities provided by the
Corporation until such dues, special payments and
applicable penalty fees are received by the
Corporation, except as authorized by the Board of
Directors. Annual dues and special payments are
payable by each Shareholder until such time as their
Certificate of Membership is sold. E. Duties
of the Board of Directors with Respect to
Membership 1. The
Board of Directors will ensure the annual issuance of
pool passes to each Shareholder and Special Member. A
maximum of two (2) membership passes may be issued to
a Member. 3. The
Board of Directors or its designee shall, within a
reasonable time after receiving a completed
application for purchase of a Certificate of
Membership, render a decision and advise the
applicant. If the Board of Directors approves an
application, and payment of the membership fee, the
Corporation receives dues and special payments under
paragraph B of this Article; the President shall cause
a Certificate of Membership to be delivered to the
Shareholder. Tithe Board of Directors fails to approve
an application for purchase of a Certificate of
Membership, any payment received from the applicant by
the Corporation shall be returned to the
applicant. F. Complement of
the Membership of the Corporation I. The
Corporation shall be limited to two hundred (200)
Shareholders.
2. When
the total number of Shareholders is at the allowable
maximum, the names of applicants for purchase of a
Share shall be placed on a waiting list in
chronological order of the Board of Director's receipt
of the application. ARTICLE
V - MEETINGS A. Annual
Meeting An annual
meeting of members shall be held in the winter of each
year, at a time and place of the Board of Director's
designation. B. Special
Meeting Special
meetings may be called at any time by the President or
Board of Directors. Special meetings shall be called
by the Secretary upon the written request of not fewer
than twenty (20) percent of the total number of the
membership in good standing. C. Notice
of Meeting Written
notice stating the place, day and hour of the annual
meeting, and in the case of a special meeting, the
purpose or purposes for which the meeting is called,
shall be delivered not less than ten (10) nor more
than thirty (30) days before the date of the meeting,
either personally or by mail to each member entitled
to vote at such a meeting. In the case of the annual
meeting, such notice shall also include a proposed
budget and detailed agenda. If mailed, such notice
shall be deemed to be delivered when deposited in the
United States mail, with first-class postage affixed,
addressed to the Member at the address as it appears
on the records of the Corporation. ARTICLE VI -
VOTING A. Eligibility 1. Each
Shareholder in good standing shall be entitled to one
(I) vote on all matters presented to the Shareholders
for vote at an annual and any special meeting, as may
be called. 3. Members
holding fifty-one (51) percent of the votes entitled
to be cast,appearing in person or represented by
proxy, shall constitute a quorum. The vote of a
majority of the votes entitled to be cast by the
members present or represented by proxy at a meeting
at which a quorum is present shall be necessary for
the adoption of any matter voted upon by the members
except as stated in these by-laws. 4. Employees of
the Club may not under any circumstances solicit any
proxy vote. Policy development is the responsibility
of the Club membership and its Board of Directors. No
member, his/her spouse, his flier children (or their
spouses), grandchildren, parents or members of his
flier household will be eligible for employment by the
Club, except in instances where Management is unable
to fill a particular job with a qualified person
falling outside the foregoing categories, in which
case, the Board of Directors approval will be
necessary before any such person may be employed.
During the period of employment any such member may
not solicit any proxy votes nor will he/she be able to
vote on any policy mailer with the general membership
until such time as his/ her employment is terminated.
(This Article VI - #4 added as an amendment
) ARTICLE VII-
NOMINATIONS A. Nominating
Committee 1. The
Board of Directors shall appoint, by 15 November of
each year, a nominating committee consisting of five
(5) members, to nominate candidates for election as
Officers and Board of Directors. The members of the
committee shall elect the chairman of the committee.
The committee shall provide at least one candidate for
each Board of Director office to be voted upon by the
membership at the annual meeting. The nominations
shall be decided upon by a majority of the entire
committee,and a report thereon signed by the chairman
shall be filed with the Secretary not less than twenty
(20) days before the annual meeting at which directors
are to he elected. ARTICLE VIII -
THE BOARD OF DIRECTORS The
affairs of the Corporation shall be managed by a Board
of Directors selected from Shareholders of the
Corporation in good standing. B. Composition
and Term The Board
of Directors shall consist of seven (7) persons
elected at the annual meeting. C. Vacancies
and Removal Any
vacancies which occur on the Board prior to the
expiration of the first year of an Officers or
Director's term of office shall be filled for the
balance of such term at the next annual meeting.
Vacancies may be filled until the annual meeting by
majority action of the Board of Directors at any
regular or special meeting of the Board of
Directors. D. Quorum A majority
of the Officers and Board of Directors will constitute
a quorum for the transaction of business. The act of
the majority of the Officers and Board of Directors
present at a meeting at which a quorum is present will
be the act of the Board of Directors except as
otherwise provided for in these by-laws. The Board
of Directors shall exercise all powers of the
Corporation not specifically committed by the Articles
of Incorporation, the statues of the State of Florida,
or these by-laws to the membership, and may adopt
rules and regulations not inconsistent
therewith. ARTICLE IX -
MEETINGS OF DIRECTORS A regular meeting
of the Board of Directors shall be held at least twice
during the winter months (Oct.-Apr.). The President may
call a special meeting of the Board of Directors at any
time and shall do so upon the written request of any 3
Officers and/or Directors. The President shall fix the
time and place of each meeting. ARTICLE X -
OFFICERS A. Nomination
and Election I. The
Officers of this Corporation shall include a
President, First Vice-President, Second
Vice-President, Treasurer and Secretary, all of whom
shall be elected by the Shareholders at an annual
meeting.
2. No
member may serve as President for three consecutive
years. 3. The
person nominated as President shall have served at
least one year as a member of a prior Board. B. Duties
and Responsibilities 1.
The President shall:
a. be
the chief executive officer of the
Corporation;
b. preside
at the annual meeting and special meetings of the
members and the regular and special meeting of the
Board; c. actively
direct the affairs of the Corporation to the end
that its purposes specified in Article II hereof
shall be accomplished; d. investigate
charges of misconduct and other activities
prejudicial to the best interest of the
Corporation, and report such findings to the
Board; e. perform
such other duties as may be directed by resolution
of the Board; and f. shall be responsible for making
sure that all required tax forms are filed in a
timely manner for the Corporation with the State of
Florida and/or Internal Revenue Service. 2. The
First Vice-President shall: a. have
and exercise all the powers, authority and duties
of the President during the President's absence or
his inability to perform the duties and
responsibilities of their offices;
b. perform
such other duties as directed by the President or
the Board of Directors. 3. The
Second Vice-President shall: a. have
and exercise all the powers, authority and duties
of the President during the absence of the
President and the First Vice-President or their
inability to perform the duties and
responsibilities of their offices;
b. perform
such other duties as directed by the President or
the Board of Directors. 4. The
Treasurer shall: a. have
custody of all funds, securities, deeds of
property, Articles of Incorporation, by-laws, use
permits, insurance papers, tax records,annual
reports, and other intangible assets of the
Corporation;
b. provide
and maintain full and complete records of all the
assets and liabilities of the
Corporation; c. prepare
and submit at each regular meeting of the Board of
Directors a financial statement of the condition of
the Corporation as of the last day of the preceding
month; d. prepare
such tax reports and information returns as local,
state and federal laws require; and, e. serve
as chairman of the Finance Committee. 5. The
Secretary shall: a. prepare
and maintain full minutes of all meetings of the
Board of Directors:
b. give
proper notice of the annual meeting and each
special meeting to the Shareholders; c. maintain
the record of Shareholders of the Corporation;
and, d. produce
and announce all proxies filed prior to any
Shareholder meeting. ARTICLE XI
COMMITTEES A. Standing
Committees The
following standing committee chairs shall be filled
from among the Shareholders of the corporation:
1. The Pool
Operations Committee: a. operates
the pool facilities;
b. prepares
rules for the use of grounds and facilities,
exclusive of the tennis
courts: c. determines,
subject to Board approval, who may use the
grounds and facilities exclusive of the
tennis court(s), and under
what conditions. a. operates
the tennis courts:
b. prepares
rules for the use of the tennis
courts; c. serves
as tennis teams' advocate before the Board; and d. determines,
subject to Board approval, who may use the tennis
court(s). 3. The
Engineering. Construction and Maintenance
Committee: a. plans
for and supervises the construction, technical
operation and repair of all Corporation
facilities;
b. purchases,
maintains and repairs Corporation equipment;
and, c. presents
the construction and repair plan to the
Shareholders at the annual meeting. 4. The
Membership Committee: a. maintains
an official membership listing of the Corporation
including the names of all Shareholders;
b. maintains
a waiting list of applicants for purchase of a
Certificate of Membership; c. investigates
and reports to the Board of Directors regarding the
desirability of applicants for
membership; d. maintains
a list, in chronological order of receipt by the
Board of Directors, or Shareholders who have
surrendered a Certificate of Membership to the
Corporation for sale, for any purpose. 5. The
Finance Committee: a. prepares
the proposed annual budget, after approval of the
annual program, for submission to and approval by
the Board;
b. makes
recommendations for dues for the ensuing year,
and, c. makes
recommendations with reference to financial matters
of the Corporation. 6. The
Legal Committee: a. interprets
the by-laws of the Corporation, such interpretation
being binding on the Shareholders:
b. approves
all contracts prior to their award: c. approves
all legal actions prior to their execution;
and, d. performs
all other usual duties of a General
Counsel. 7. The
Social Committee: a. prepares
a list of proposed social activities for approval
by the Board of Directors; and,
b. schedules
and executes same. B. Ad
Hoc Committees The
President shall constitute and appoint such other
committees, as he/she shall deem necessary or
expedient for the welfare of the Corporation.
ARTICLE XII - PROPERTY
AND FINANCES A. Facility
Extension
Any
extension of the facilities described in Article Il A
shall take place only if it is approved by a majority
of the Shareholders present in person or by proxy
designated in writing at the annual or a special
meeting of the Shareholders. B. Proposed
Budget All
capital and operating expenditures contemplated by the
Corporation for the ensuing calendar year shall be
included in the proposed annual budget submitted to
the Shareholders at the annual meeting. Subsequent to
budget approval, the Board of Directors is authorized
to expend up to two thousand dollars ($2000.00) for
unforeseen, essential requirements, which were not
included in the annual budget approved by the
Shareholders. C. Non-Budgetary
Expenditures in Excess of Five Hundred Dollars ($500) Any
obligation or expenditure of the corporate assets in
excess of five hundred dollars ($500) requires the
prior approval of the Board of Directors, except that
the President may authorize an emergency expenditure
not to exceed one thousand dollars ($1,000.). D. Real
Property No real
property may be acquired, sold, or transferred unless
approved by a majority of the Board of Directors
present in person or by written proxy at a Board
meeting. E. Funds
Management 1. All
funds of the Corporation shall be deposited in such
qualified depository or depositories as the Board of
Directors may designate, and shall be so deposited
within a reasonable amount of time. However, receipts
in the aggregate of one hundred dollars ($100) or less
need not be deposited more often than once a
week.
2. All
disbursements of Corporation funds shall be made by
checks signed by the Treasurer and President or by
other Board members specifically authorized. However,
the Board may by resolution provide for the
establishment and replenishment of a petty cash fund
not to exceed fifty dollars ($50) for postage and for
defraying expenses of the Corporation in amounts of
twenty-five dollars ($25) or less. 3. The
funds of the Corporation, except those on deposit as
provided in this Article, those utilized in redeeming
membership fees as provided in Article IV, or used in
acquiring recreational facilities, may be invested
only in obligations of, or insured by the United
States Government. They may not be loaned to or
invested with any officer, director or Shareholder of
the Corporation, or with any person, agency or
governmental instrumentality. F. Annual
Audit The Board
of Directors shall cause the books of the Corporation
to be audited annually by auditors selected by the
Directors. Such auditors shall not be the Directors of
the Corporation and the report of the auditors shall
be available to the Shareholders at all reasonable
times. ARTICLE XIII -
COMPENSATION AND INDEMNIFICATION All
Officers and Directors of the Corporation shall serve
without compensation in such capacities. B. Director
Liability ARTICLE XIV
FISCAL YEAR The
fiscal year of the Corporation shall run from 1
January to 31 December (Year).
ARTICLE XV -
RULES AND PROCEDURE AND ORDER OF BUSINESS A. Conduct
of Corporation Meetings Except as
otherwise provided in these by-laws, the meeting of
the Corporation shall be conducted in accordance with
Robert's Rules of Order and whatever other rules the
Board may adopt. B. Order
of Business The order
of business at regular meetings of the Board of
Directors and of the Shareholders shall be:
1. call
to order, 2. approval
of minutes of previous meeting, 3. presentation
of agenda, 4. reports
of officers, 5. standing
committee reports, 6. special
committee reports, 7. unfinished
business, 8. new
business, 9. summary,
and 10. adjournment. ARTICLE XVI-
GENERAL
A. All
powers, authority, duties and functions of the members,
directors, officers and employees of the Corporation
shall be exercised in strict conformity with applicable
provisions of law and regulation, and of the Charter and
by-laws of the Corporation. B. Safekeeping
Important Records Copies of the
organization papers of the Corporation, its by-laws, and
the membership books of the Corporation, shall be
preserved in a place of safekeeping. Returns of elections
and proceedings of all meetings of the directors and
Shareholders shall be recorded in the minute book. The
minutes of all meetings shall be signed by the President
and Secretary, or by those persons acting in their
place. ARTICLE XVII-
AMENDMENTS
A. Amendments to
these by-laws may be proposed by a Shareholder in good
standing at an annual or special meeting. The proposing
Shareholder shall notify the Secretary of the Corporation
in writing in sufficient time for the amendment to the
by-laws to be included in the notice of such meeting as
provided in Article V. Amendments to the by-laws offered
to the Shareholders must be approved by two-thirds of the
Shareholders present or represented by written
proxies. B. During the first
year of operation, a simply majority shall be required to
amend these by-laws. These by-laws were
approved by the membership at a special meeting and
ratified by the Board of Directors at the ____________,
meeting. This document, as set forth, applies to the
membership until amended or superseded. All other
existing CDK by-laws are hereby null and void. Drafted:
______________ President___________________ Attest: (Seal) Secretary
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The Corporation is formed to encourage and promote the health and civic, social and general welfare of its members, and to construct, operate, and maintain for its members park and recreational facilities, including a swimming pool and related facilities
.
B. Financial
3. Share: (Certificate of Membership) indicia of legal ownership of a Share in the Corporation when signed by the President of the Corporation and the Secretary.
4. Joint Membership: A Share issued in the name of a husband and wife living in the same household. At no time can two households claim ownership of a Share.
7. Vacant Membership: A Share owned by the Corporation.
The name of each Member, together with the name of each Special Member, shall be listed in the official membership listing of the Corporation maintained by the Membership Chairman for identification, collection of annual dues and special payments, and the issuance of annual membership passes, among other things. Special Members will not pay annual dues and/or special payments.
1. A Shareholder shall pay to the Corporation, on or before the due date, all dues and special payments determined and assessed by the Board of Directors and approved by the Shareholders. Any payment not received by the due date may incur a penalty fee in an amount determined by the Board of Directors. No Shareholder shall be permitted access to the park and recreational facilities provided by the Corporation until such dues, special payments and applicable penalty fees are received by the Corporation, except as authorized by the Board of Directors. Annual dues and special payments are payable by each Shareholder until such time as their Certificate of Membership is sold.
2. A Shareholder may surrender to the Board of Directors the Certificate of Membership
together with a request signed by the Shareholder that the Corporation offers the
Certificate of Membership for sale to an applicant for purchase of a Certificate of
Membership. If a Shareholder secures a willing purchaser for said unsold Certificate
of Membership, that sale may be processed according to paragraph E.3. of this Article.
F. Complement of the Membership of the Corporation
2. When the total number of Shareholders is at the allowable maximum, the names of applicants for purchase of a Share shall be placed on a waiting list in chronological order of the Board of Director's receipt of the application.
A. Nominating Committee
The Board of Directors shall consist of seven (7) persons elected at the annual meeting.
Any vacancies which occur on the Board prior to the expiration of the first year of an Officer’s or Director's term of office shall be filled for the balance of such term at the next annual meeting. Vacancies may be filled until the annual meeting by majority action of the Board of Directors at any regular or special meeting of the Board of Directors.
ARTICLE X - OFFICERS
2. No member may serve as President for three consecutive years.
3. The person nominated as President shall have served at least one year as member of a prior Board.
4. The Officers shall assume the responsibilities of office at the end of the annual meeting at which they are elected.
1. The President shall:
a. be the chief executive officer of the Corporation;
b. preside at the annual meeting and special meetings of the members and the regular and special meetings of the Board;
c. actively direct the affairs of the Corporation to the end that its purposes specified in Article II hereof shall be accomplished;
d. investigate charges of misconduct and other activities prejudicial to the best interest of the Corporation, and report such findings to the Board;
e. shall be responsible for making sure that all required tax forms are filed in a timely manner for the Corporation with the State of Florida and/or Internal Revenue Service;
2. The First Vice-President shall:
a. have and exercise all the powers, authority and duties of the President during the absence of the President and the First Vice-President or or their inability to perform the duties and responsibilities of their offices;
3. The Second Vice-President shall:
4. The Treasurer shall:
a. have custody of all funds, securities, deeds of property, Articles of Incorporation, by-laws, use permits, insurance papers, tax records, annual reports, and other intangible assets of the Corporation;
c. prepare and submit at each regular meeting of the Board of Directors a financial statement of the condition of the Corporation as of the last day of the preceding month;
d. prepare such tax reports and information returns as local, state and federal laws require; and
5. The Secretary shall:
a. prepare and maintain full minutes of all meetings of the Board of Directors;
b .give proper notice of the annual meeting and each special meeting to the Shareholders;
The following standing committee chairs shall be filled from among the Shareholders of the corporation:
a. operates the pool facilities;
b. prepares rules for the use of grounds and facilities, exclusive of the tennis courts:
c. determines, subject to Board approval, who may use the grounds and facilities exclusive of the tennis court(s), and under what conditions.
a. operates the tennis courts:
b. prepares rules for the use of the tennis courts;
d. determines, subject to Board approval, who may use the tennis court(s).
a. plans for and supervises the construction, technical operation and repair of all Corporation facilities;
b. purchases, maintains and repairs Corporation equipment; and
a. maintains an official membership listing of the Corporation including the names of all Shareholders;
c. investigates and reports to the. Board of Directors regarding the desirability of applicants for membership;
d. maintains a list, in chronological order of receipt by the Board of Directors, or Shareholders who have surrendered a Certificate of Membership to the Corporation for sale, for any purpose.
a. prepares the proposed annual budget, after approval of the annual program, for submission to and approval by the Board;
b. makes recommendations for dues for the ensuing year, and
6. The Legal Committee:
a. interprets the by-laws of the Corporation, such interpretation being binding on the Shareholders;
1. The President shall constitute and appoint such other committees as he/she shall deem necessary or expedient for the welfare of the Corporation.
2. The President may convene an Ad Hoc Committee of Past Presidents to meet with the Board of Directors and to provide guidance and counsel.
Any extension of the facilities shall take place only if it is approved by a majority of the Shareholders present in person or by proxy designated in writing at the annual or a special meeting of the Shareholders.
All capital and operating expenditures contemplated by the Corporation for the ensuing calendar year shall be included in the proposed annual budget submitted to the Shareholders at the annual meeting. Subsequent to budget approval, the Board of Directors is authorized to expend up to two thousand dollars ($2000.00) for unforeseen, essential requirements, which were not included in the annual budget approved by the Shareholders.
Any obligation or expenditure of the corporate assets in excess of five hundred dollars ($500) requires the prior approval of the Board of Directors, except that the President may authorize an emergency expenditure not to exceed one thousand dollars ($1,000.).
No real property may be acquired, sold, or transferred unless approved by a majority of the Board of Directors present in person or by written proxy at a Board meeting.
2. All disbursements of Corporation funds shall be made by checks signed by the Treasurer, the President or by other Board members specifically authorized. However, the Board may by resolution provide for the establishment and replenishment of a petty cash fund not to exceed fifty dollars ($50) for postage and for defraying expenses of the Corporation in amounts of twenty-five dollars ($25) or less.
The Board of Directors shall cause the books of the Corporation to be audited annually by auditors selected by the Directors. Such auditors shall not be the Directors of the Corporation and the report of the auditors shall be available to the Shareholders at all reasonable times.
All Officers and Directors of the Corporation shall serve without compensation in such capacities.
Each person now or hereafter a director or officer of the Corporation (and his heir, executors, and administrators) shall be indemnified and held harmless by the Corporation against all claims, liabilities, judgments, settlements, costs, and expenses, including all attorneys' fees imposed upon or reasonably incurred by him in connection with or resulting from any action, suit, proceeding or claim to which he is or may be made a party by reason of his being or having been an officer or director of the Corporation at the time such costs or expenses are incurred by or imposed upon him, except in relation to matters as to which he shall have been finally adjudged in such action, suit, or proceeding to be liable for gross negligence or willful misconduct in the performance of his duties as such director or officer, or in the event of settlement. The indemnification shall be made only if the Corporation shall be advised by the Board of the Corporation or by independent counsel to be appointed by the Board, that in its or his opinion such settlement was or is in the best interest of the Corporation. If the determination is to be made by the Board, it may rely as to all questions of law on the advice of independent counsel. Such right of indemnification shall not be deemed exclusive of any right which any officer or director may be entitled under any other by-law, agreement, vote of stockholders or otherwise.
Except as otherwise provided in these by-laws, the meeting of the Corporation shall be conducted in accordance with Robert’s Rules of Order and whatever other rules the Board may adopt.
B. Order of Business
The order of business at regular meetings of the Board of Directors and of the Shareholders shall be:
1. Call to order,
2. Approval of minutes of previous meeting,
3. Presentation of agenda,
4. Reports of officers,
5. Standing committee reports,
6. Special committee reports,
7. Unfinished business,
8. New business,
9. Summary, and
10. Adjournment.
B. Safekeeping Important Records
Copies of the organization papers of the Corporation, its by-laws, and the membership books of the Corporation, shall be preserved in a place of safekeeping. Returns of elections and proceedings of all meetings of the directors and Shareholders shall be recorded in the minute book. The minutes of all meetings shall be signed by the President and Secretary, or by those persons acting in their place.
together with Subsequent Amendment Additions and Deletions
B. Financial
Joint Membership : A Share issued in the name of a
husband and wife living in the same household. At no time
can two households claim ownership of a Share.
Sole Membership: A Share issued in the name of one
person.
Special Membership: A class of membership of the
Corporation as determined by these by-laws.
Vacant Membership: A Share owned by the
Corporation.
Membership Fee: A fee payable by each prospective
Shareholder prior to issuance of a Certificate of
Membership as determined by the current market value of a
Share in the Corporation.
Dues: An assessment determined annually by the
Board, approved by the Shareholders, and assessed
according to these by-laws to Shareholders.
Notice of Delinquency: A notice
sent to a Member by the Secretary stating that dues
and/or other monies owed to the Corporation have not been
paid.
Suspended Member : A member who has not paid dues
and/or other monies owed the Corporation within (30) days
of mailing of the notice of delinquency.
1. Shareholder
2. Special Member
B. Application of Membership
2. Each applicant for purchase of a
Certification of Membership shall submit, on a form
furnished by the Board of Directors, a signed
application on which the applicant shall agree to pay
the membership fee, dues and any special payments
established by the Board. The dues and special
payments may be pro-rated, if applicable. Each
applicant must be approved for Membership by the Board
of Directors.
C. Purchase of Membership
2. A Shareholder may surrender to the
Board of Directors the Certificate of Membership
together with a request signed by the Shareholder that
the Corporation offers the Certificate of Membership
for sale to an applicant for purchase of a Certificate
of Membership. If a Shareholder secures a willing
purchaser for said unsold Certificate of Membership,
that sale may be processed according to paragraph E.3.
of this Article.
3. All Shareholders in good standing
shall be entitled to use the swimming pool and all
park and recreational facilities provided by the
Corporation subject to such reasonable restrictions
and regulations promulgated by the Board of
Directors.
4. All Shareholders are responsible
for keeping the Secretary and/or Membership Chairman
informed of their current mailing address. 5. A
former Shareholder wishing to rejoin the Corporation,
exclusive of provisions of paragraph E.9 and E. 10 of
this Article, shall be given the opportunity to
purchase the next available Certification of
Membership.
2. The Board of Directors shall
determine annually, with the approval of the
Shareholders, the dues and any special payments to be
assessed to the Shareholders of the Corporation. The
Board of Directors shall then notify each Shareholder
of the dues and special payments assessed to the
Shareholders. Notification of dues and special
payments assessed shall be made by first-class
mailing.
4. The Board of Directors, under paragraph
E.3 of this Article, shall issue the Certificate of
Membership to the Shareholder.
5. The Board of Directors, within a
reasonable time, shall consider each signed
application of a Shareholder for conversion of
membership. The Board of Directors may not approve any
application for conversion of membership unless the
Shareholder is in good standing.
6. The Board of Directors shall
suspend any Shareholder failing to pay annual dues
and, as applicable, all other monies owed the
Corporation within thirty (30) days after notice of
delinquency has been deposited with the Li. S. Postal
Service and sent by registered or certified mail or
any other type of mail service to provide a return
receipt, to the address appearing on the records of
the Corporation. Any Member thus suspended shall be
notified promptly in writing by the Secretary of the
Corporation of such suspension. If dues and all other
monies owed the Corporation are not paid within
fifteen (15) days after the sending of such notice,
that person shall cease to be a Member of the
Corporation.
7. The Board of Directors may, at its
discretion and by the affirmative vote of fifty-one
per cent (51%) of its seven (7) members, after the
Shareholder has had an opportunity to appear before
and be heard by the Board of Directors, cancel the
Certificate of Membership of a Shareholder and
privileges whose actions are determined to be
detrimental to the interest of the Corporation. Such
disenfranchised Shareholder whose privileges have been
canceled may be reinstated upon written appeal, filed
with the Secretary of the Corporation within thirty
(30) days of notification, if approved by a majority
of the Board of Directors eligible to vote, in person
or by proxy.
2. The Share of a Shareholder
eligible to vote may be voted in person or by proxy
executed in writing by the Shareholder No proxy shall
be valid after eleven (11) months from its date unless
otherwise provided in the proxy and no proxy may be
exercised unless it is filed with the Secretary of the
Corporation prior to the meeting at which it is voted;
however, a spouse of a Shareholder, in the ease of
sole ownership, may vote in person if the Shareholder
is not present at an annual or any special
meeting.
2. Nominations may also be made by
members of the Corporation from the floor at the
annual meeting.
A. Purpose
E. Powers
4. The Officers shall assume the
responsibilities of office at the end of the annual
meeting at which they are elected.
2. The Tennis Operations
Committee:
A. Officer Compensation
Each person now or hereafter a director or officer of
the Corporation (and his heir, executors, and
administrators) shall be indemnified and held harmless
by the Corporation against all claims, liabilities,
judgments, settlements, costs, and expenses, including
all attorneys' fees imposed upon or reasonably
incurred by him in connection with or resulting from
any action, suit, proceeding or claim to which he is
or may be made a party by reason of his being or
having been an officer or director of the Corporation
at the time such costs or expenses are incurred by or
imposed upon him, except in relation to matters as to
which he shall have been finally adjudged in such
action, suit, or proceeding to be liable for gross
negligence or willful misconduct in the performance of
his duties as such director or officer or in the event
of settlement. The indemnification shall be made only
if the Corporation shall be advised by the Board of
the Corporation or by independent counsel to be
appointed by the Board, that in its or his opinion
such settlement was or is in the best interest of the
Corporation. If the determination is to be made by the
Board, it may rely as to all questions of law on the
advice of independent counsel. Such right of
indemnification shall not be deemed exclusive of any
right which any officer or director may be entitled
under any other by-law, agreement, vote of
stockholders or otherwise.