By-laws of Coquina Sands Association, Inc.
ARTICLE I: The name of the association shall be the COQUINA SANDS ASSOCIATION, INC.
ARTICLE II: PURPOSE
a. To carry on such activities as may be deemed necessary to enhance the civic welfare of those persons residing in, or operating business in Coquina Sands Subdivisions and, where appropriate and incidental to such purpose, to appear before various governmental boards, commissions and agencies to represent the views of the association. It is an association not organized for profit and its net earnings are to be devoted exclusively to charitable, civic, educational, social welfare and recreational purposes.
b. To solicit and accept memberships and membership fees in order to carry out the purposes set forth above.
ARTICLE III: MEMBERSHIP
Section 1: Classes of memberships
a. Active Membership - Any person or persons who are property owners or operate a place of business within the boundaries of the area known as Coquina Sands in Naples, Collier County, Florida, may become an active member upon compliance with Section 3 herein set forth.
b. The owner or owners of an apartment in a condominium or in a cooperative building, including the owner of the Fee, if any, may be an active member.
Section 2: Voting by Members:
In the case of joint or several ownership of property, there shall be only one vote per membership re unit.
Section 3: Admission and Rejection of Candidates for membership
a. The control of the admission and rejection of candidates for active or associate membership in the Association and of the suspension or expulsion of members thereof, shall except as hereinafter qualified, vest in the Board of Directors.
b. All applications for active membership or associate membership in the Association shall be acted upon by the Board.
c. Any candidates rejected, suspended, or expelled shall have the right to appeal to the Board of Directors.
Section 4: Dues
Each person now enrolled or who may be an active member of the Association sha11 pay $35.00 per anuum or such annual dues as the Board of Directors shall determine, which shall be due January 151 of each year. Any member failing to pay his dues by February 151 in each year shall be liable to have his/her membership forfeited by the Board of Directors.
Section 5: FiscaJ Year
The Fiscal Year of the Association shall start January 151 of each year.
ARTICLE IV: MEETINGS
Section I: Time of Annual Meetings
The annual meeting of this Association shall be held in January or February of each year for the purpose of electing members of the Board of Directors, and for the transaction of such other business as may be brought before the meeting. The time and place for the meeting to be held shall be fixed and announced by the Board of Directors.
Section 2: Special Meetings
Special meetings of the Association may be called by the President anytime, at his/her discretion. Further, a meeting must be called by him/herr within fifteen (1S) days after a written application has been filed with the Secretary, signed by twenty five (25) active members, who are qualified to vote at a meeting of the Association, which application shall state the purpose of and the nature of the business to be presented for consideration, and no other business than that stated in the notice shall be transacted at such meetings.
Section 3: Notices (this section to take out and replace)
The Secretary of the association shall endeavor to notify all members by mail or e-mail of all members’ meetings. Said notice must include an agenda, the time, date and place of the meeting and shall be sent at least 14 days prior to the meeting to the last known address of the members. It shall be the duty of the members to advise the secretary, in writing, of any change of address.
Section 4: Quorum
At all meetings of the Association, twenty-five (25) members qualified to vote, either in person or by proxy, shall constitute a quorum for the transaction of business.
Section 5: Board of Directors Meetings
a. The Board of Directors shall hold meetings as the President shall deem necessary. Special meetings of the Board of Directors can be called by any member of the Board, with the concurrence of a majority of the Board members. Written notices of the meetings of the Board of Directors shall not be required.
b. At a meeting of the Board of Directors, five members of the said Board shall constitute a quorum for the transaction of business, is present. Meetings of the Board may be conducted by telephone, e-mail or other electronic device, so long as the meetings are held in accordance with the requirements of the Florida Statutes on corporations.
ARTICLE VI: OFFICERS AND DIRECTORS
Section I: Election
a. Nomination for Director may be made by the Nominating Committee, or any active member of the Association by submitting, in writing, to the Secretary of the Association, the names and addresses of nominees prior to the mailing of the notice of the Annual Meeting.
b. At the annual meeting of the Association, there shall be filled, by election by the active members, all the vacancies on the Board of Directors caused by termination of the term of office of incumbent Directors, or by resignation of other cause.
c. Such Directors shall hold office for the period elected or until their successors have been elected and qualified. Said directors shall be elected by majority vote of the vote cast.
Section 2: Number of Directors
a. The number of Directors of the Association shall be no less than ten (10) and may be increased to a number from eleven (11) to twenty (20) inclusive by a majority vote of the members entitled to vote. The term for those Directors who election increases the total number of Directors shall be determined in accordance with the staggered terms established as follows at the first annual meeting. At the first annual meeting, the members shall elect four (4) directors for a term of three years, three directors for a term of two years, and three directors for a term of one year; and at each annual meeting thereafter, the members shall elect such number of directors to fill expired directorship terms, and all such terms shall be for a period of three years. A majority of the votes of a quorum of the Board of Directors shall be necessary to elect officers of the Association.
b. The Board of Directors shall have general charge and control of the business and other affairs of the Association, and shall have the power to take· such action and make such rules and regulations as shall be necessary to promote the interest of the Association and shall have such other powers and responsibilities as may be imposed by law.
Section 3: Vacancies
All vacancies which occur on the Board of Directors or among the officers of said Association in the period between annual meetings shall be filled by a majority vote of the remaining members of the Board. Such officers and Directors so elected shall hold for the duration of the replaced Directors/Officers term.
Section 4: Term of Office
No person shall hold office as President or Vice-President for more than three (3) consecutive years.
Section 5: Compensation
All Directors and Officers of the Association shall be active members thereof and shall serve without compensation
ARTICLE VII: DUTIES OF OFFICERS
Section I: President
The President, who shall also be a Director, shall preside at all meetings of the Association and of the Board of Directors, and shall be ex-officio member of all committees, except the committee on Nominations. S/he shall have general charge of and control over the affairs of the Association, subject to the Board of Directors. S/he shall be empowered to sign all documents on the behalf of the Association, which have been approved by the Board.
Section 2: Vice-President
The Vice-President, who shall also be a Director, shall preside at all meetings of the Association and the Board of Directors in the absence of the President, and shall perform such other duties as the Board may prescribe.
Section 3: Chairman
In the absence of the President and the Vice-President, the Board of Directors shall select a chairman to preside at such meetings.
Section 4: Secretary
The Secretary shall keep a record of the proceedings of all meetings of the members and the Board of Directors and all other matters where a record shall be ordered. In addition, when necessary, the Secretary shall take care of any correspondence required to carry on the business of the Association.
Section 5: Treasurer
a. The Treasurer, who shall also be a Director, shall collect dues from all members and all monies due the Association, and under the direction of the Board of Directors, shall disburse all funds of the Association. The Treasurer of the Association shall not be held responsible for the loss of the Association’s funds by reason of insolvency of any financial institution in which the Association’s funds are on deposit. S/he shall keep regular accounts in books of the Association, which shall be open at all times for the inspection by any member of the Board of Directors and shall finish a bond at the expense of the Association if the same be required by the Board of Directors.
b. The Treasure shall make a financial report at each meeting of the Association and the Board of Directors. At the Annual meeting, s/he shall make a report of all receipts and disbursements for the preceding year, and all outstanding obligations of the Association, together with suggestions in respect thereto, which s/he may deem proper. The financial books and records of the Association shall be subject to audit as deemed necessary and as directed by the Board of Directors.
ARTICLES VIII: COMMITEES
Section I: Board of Directors Authority
a. The Board of Directors may appoint from time to time such Standing or Special Committees as the Board may deem necessary and convenient for the efficient operation of the Association. Any such committee shall have the powers and duties assigned to it in the resolution creating the committee. The Board, by resolution adopted by a majority of the Directors, may remove members of any committee established by it with the exception of the Nominating Committee.
Section 2: Nominating Committee
a. The President, with the approval of the Board of Directors shall annually appoint a Nominating Committee to nominate candidates for Director of the Association to be elected at the Association’s Annual Meeting. The Nominating Committee shall consist of three (3) members, at least one (1) of which shall NOT be a Director. Said Committee shall notify the Secretary of the Association of the names and addresses of such candidates to be nominated prior to the mailing of the notice of the annual meeting
ARTICLE IX: ORDER OF BUSINESS
At each annual meeting of the Association, the following shall be the order of business:
a. Reading of the minutes of the preceding meeting(s)
b. Report of the President c. Report of the Treasure
d. Report of the Committees
e. Election of Directors
f. Unfinished business
g. New Business
The order of Business may be modified or changed at any meeting at the discretion of the President. The Parliamentary rules known as Robert's Rules of Order shall be followed and govern at all meetings of the Association and the Board of Directors.
ARTICLE X: AMENDMENT TO THE BY-LAWS
Section 1: Board of Directors
A. The Board of Directors of the Association may propose an amendment or amendments to these By-laws by notice to the Secretary not less than 30 days before the annual meeting of the Association.
Section 2: Members
A. Any twenty-five (25) active members of the Association may propose an amendment or amendments, in writing, to these By-laws by filing the proposed amendment or amendments, signed by them, with the Secretary of the Association not less than sixty (60) days before any annual meeting of the Association.
B. The Secretary shall forthwith, upon receipt of any such amendment or amendments, mail a copy thereof to each member of a Special Committee on Constitution and By-laws appointed by the Board of Directors. This committee shall consider such proposed amendment or amendments and shall make recommendations thereof to the Board of Directors at its next regular or special meeting.
C. The Board of Directors shall at such meeting consider such proposed amendment or amendments, together with the recommendation of the Special Committee on Constitution and By-laws, and may, by majority, vote, propose an amendment or amendments to the By-Laws by filing the proposed amendment or amendments with the Secretary, not less than thirty (30) days before any annual meeting of the Association.
A. The Secretary shall give notice of any kind of all proposed amendments to these By-laws, together with the notice of the next annual meeting of the Association, at which any such amendments shall be voted upon.