Membership Bylaws
Grande Lagoon Community Association, Inc.
ARTICLE I
GENERAL PROVISIONS
Membership: Membership in the Grande
Lagoon Community Association is Elective for all existing Homeowners,
and property owners. Membership is Mandatory for properties purchased
after January 1, 2007. Eligibility for full membership, including
voting rights in the corporation, is set forth in Article III of the
Articles of Incorporation.
In addition to such full membership, the corporation shall recognize
Associate Memberships. Associate Memberships will be extended to
renters of qualified lots as defined in Article III of the Articles
of Incorporation.This Associate Membership shall include all rights
and privileges extended to a member of the Corporation except Voting
Rights and eligibility for the Board ofDirectors of the Corporation.
Associate members shall pay the annual dues as set forth in these Bylaws,
but shall not be liable for payment of other fees or special
assessments unless deemed so by the Board of Directors.
Dues: The Annual dues for membership in the corporation
are as follows:
1) Homeowners / Improved
properties: $100.00 / Year
2) Lot owners / Unimproved
properties: $100.00 / Year
Payments of said dues are a condition precedent to the exercise of privileges
and voting rights of qualified members. Dues are for a calendar year,
and are due by January 1st of each year. Dues refunds for members departing
the area and terminating their membership shall be computed on a pro-rata
basis.
Votes: Voting rights are set forth in Article
V of the Articles of Incorporation. At all meetings of the membership,
each member eligible to vote may exercise that right in person or by
written proxy. All proxies shall be in writing and shall be filed with
the secretary of the corporation. The existence of all proxies, but
not their content shall be announced to the membership prior to all
election and other general membership votes.
Privileges: Any member, his or her family,
and bonafide guests shall be entitled to use and enjoy all facilities
and property owned or controlled by the corporation, subject, however
to such rules and regulations as set be the Board of Directors.
Property Rights: The Board of Directors,
subject to approval of 2/3 of the total membership, shall have the full
discretion to use or dispose of the corporation properties consistent
with law and the Articles of Incorporation.Termination of Membership
in the corporation shall terminate immediately upon a members sale Membership:
of his or hers interest in a qualifying lot as described in Article
III of the Articles
of Incorporation, or upon written notice to the Board of Directors.
Upon suchtermination, the member shall be entitled to a refund of annual
dues computed on a pro-rata basis.
Assessments:
All special assessments must be proposed by the Board of Directors,
and approved by a 2/3 vote of a quorum at a regular or special meeting
of the membership.
ARTICLE II: OFFICERS
Officers: There shall be four officers
of the corporation: a President, Vice-President,Secretary and Treasurer.
No one person shall simultaneously hold more than one office
Term: The officers shall be elected at
the annual meeting of the membership and shall serve for a one-year
term. No officer shall be eligible to hold the same office for more
than two consecutive full terms.
Vacancy: Should a vacancy occur in any
office for reasons other than normal expiration of an officers term,
the Board of Directors, by a majority vote, shall elect a person to
fill the vacancy, unless set forth in these bylaws, and such officer
shall thereby become a director of the corporation.
Recall: Any officer may be removed, either
with or without cause, by a 2/3 vote of a quorum at any regular or special
meeting of the membership. Such vacancy shall be filled by special election
of the membership. Such special elections may be held at any regular
or special meeting of the membership, and require a majority vote of
a quorum of the membership.
President: The President shall be the Chief
Executive Officer of the Corporation and shall, subject to the control
of the Board of Directors, have general supervision,direction and control
of the business and other officers of the corporation. Thepresident
shall preside at all meetings of the members, and at all meetings of
the Board of directors. The President shall be an ex-officio member
of all standing committees and shall have general powers and duties
of management usually vested in the President of a corporation, and
shall have such other powers and
duties as prescribed by the Board of Directors or these bylaws.
Vice-President: In the absence of or disability
of the President, the Vice-President shall perform all of the duties
of the president, and when so acting shall have all the powers of, and
be subject to all the restrictions upon the President. The Vice-President
shall have other powers and perform such other duties from time to time
as may be prescribed by the Board of Directors or these bylaws.
Secretary: The Secretary shall keep, or
cause to be kept, a book of minutes at a place designated by the Board
of Directors of all meetings of the Directors and members, with the
time and place of such meetings, whether such meetings,whether such
meeting was regular or special, how the meeting was authorized, thenotice
of such meeting, the names of those present or represented at membersmeetings
and the proceedings thereof. The Secretary shall keep, or cause to be
kept at a place designated by the Board of Directors, a membership register,
showing the names and addresses, and the property to which each membership
they relate, the number of membership held by each , the number of votes
represented by each membership, the number and dates of certificates
issued bythe same, and the number and dates of certificates issued for
the same, and the number and date of cancellation of every certificate
surrendered for cancellation.
The Secretary shall give, or cause to be given, notice of all meetings
of the members and the Board of Directors required by the bylaws. The
Secretary shall keep the Seal of the Corporation in safe custody, and
shall have such other powers and perform such other duties as may be
prescribed by the Board of Directors or these bylaws.
Treasurer: The Treasurer shall keep and
maintain, or cause to be kept and maintained,adequate and correct accounts
of the properties and business transactions of the corporation. The
books of account shall at all times be open for inspection by any Director.
Expenditures: The President and Treasurer
are jointly empowered to spend, in their sole discretion, the monies
of the corporation for any corporate purchase in amounts not exceeding
$500.00. Both the Treasurer and the President shall sign any check or
draft on any bank account maintained by the corporation. All expenditures
of corporate funds in the amounts exceeding $500.00 require the approval
of the
Board of Directors by 2/3 majority vote.
ARTICLE IV: DIRECTORS
Directors: The corporate shall be managed
by a Board of Directors composed of eight members. The Board of Directors
shall consist of the four elected officers of the corporation, three
directors-at-large and the past President of the Corporation.Only four
officers and the three Directors-at-large shall have voting rights on
the board.
Term: All directors shall serve for one-year
terms.
Recall: Any director may be removed, either
with or without cause, by 2/3’s vote of a quorum at any regular
or special meeting of the membership. Such a vacancy shall be filled
by special election of the membership upon a majority vote of a quorum
of the membership at any regular or special meeting of the membership.
Vacancies: Should a vacancy occur on the
Board for any reason other than normal expiration of the Director’s
term or recall of the Director, the remaining Directors by a majority
vote shall elect a person to fill such vacancy. Such a person shall
serve
as a director until the next annual meeting of the membership.
Records: The Secretary shall keep a written
record of all meetings of the board showing:
a. Names of Directors present
b. Resolutions passed
c. Other matters considered
Article IV: ELECTIONS
Nominations: The Board if Directors shall
appoint a nomination committee, consisting of three members of the corporation.
The nomination committee shall nominate at least one candidate for each
office and directorship to be filled. Any member may also
make nomination from the floor at the time of the election provided
prior approval has been secured from the member being nominated.
Election: Elections of Officers and Directors
will be held during the annual meeting or as otherwise provided in these
bylaws. All Directors and Officers shall be elected by a majority vote
of a quorum of the membership. The four officers shall be elected first,
followed by the election of the three at-large members of the Board
of Directors.
ARTICLE V: MEETINGS
Annual Meeting: The annual meeting of the
membership shall be held each November/December, at a time and place
set by the Board of Directors. Announcement of the meeting shall be
the responsibility of the Secretary and shall be given to the members
in writing not less than 30 days prior, or more than 60 days prior to
said meeting. The annual financial report of the corporation shall be
given to the membership at
this meeting and the election of officers and directors of the corporation
shall be conducted. Other business as may be appropriate shall also
be conducted at the annual meeting.
Special Meetings: A special meeting of
the membership may be called at any time by the Board of Directors,
and must be called by the board upon written petition of not less than
10 members of the corporation stating the items of business, which the
members desire to submit for consideration of the membership. Special
meetings shall be announced by the Secretary by written notice to the
members not less than 15
days prior, nor more than 60 days prior to such special meeting. The
board must set the date of a special meeting, with such date being no
more than 130 days from the receipt of the petition for a special meeting.
The notice of the special meeting shall include the date, time, place
and agenda of business for the meeting.
Quorum: The quorum on and annual or special meeting is established
by the presence, either in person or by proxy, of 1/5 of the total membership
of the corporation. Any action taken at a meeting at which less than
the quorum is present is totally null and void.
Board Meetings: A meeting of the Board of Directors shall be
held at least once every three months and on other occasions on the
call of the President.
a) Board quorum: the quorum for a board meeting is established
by the presence in person of not less than 5 members.
b) Resolution and motions: For a specific resolution ot motion
to be enacted by the Board, an affirmative vote of the majority of the
Board members present is required.
Procedure: The current Robert’s RULES OF ORDER shall be
recognized as the authority
governing the conduct of all meetings of the membership.
Order of Business: The order of business at all regular and special
meetings of the membership shall be as follows:
a) Reading of the minutes of the previous meeting.
b) Presentation of the financial report.
c) Committee reports
d) Unfinished business
e) New business
f) Adjournment
g) Addresses and entertainment may follow adjournment of any regular
or special meeting.
Article VI: Miscellaneous
Record Date: The date 10 days prior to
any special or regular meeting shall be the record date for the determination
of the members entitled to notice of, and the right to vote at any such
meeting.
Record Inspection: The record of the corporation,
including the membership register, the book of account, the meetings
of all meetings of the directors and the membership, bylaws, and articles
of incorporation shall be open for inspection by any member upon written
demand of that member, providing the reason for such inspection be for
a purpose reasonably to his interests as a member of the corporation.
Such
inspection may be made at any reasonable time in person by the member
or by any agency or attorney and shall include the right to make copies
of corporate records. All corporate records shall be available at all
meetings of the membership for inspection by any member without written
demand.
Checks & Drafts: All checks and drafts,
or other evidence of payment of money, notes, or other evidence of indebtedness,
issued in the name of, or payable to the corporation shall be signed
or endorsed by the President and the Treasurer, except that all checks
payable to the corporation, if stamped “For deposit only to the
account of Grande Lagoon Community Association, Inc.” need only
be endorsed by the
Treasurer.
Contracts: The Board of Directors may authorize
any officer or agent of the Corporation to enter into a contract or
execute any instrument in the name of or on behalf of the corporation.
Such authority must be in writing and kept with the records of the corporation
and may be general or limited to a specific transaction unless so authorized
by the Board of Directors, no Officer, agent, director, or employee
of
the corporation shall have any power or authority to bind the corporation
to the performance of any contract, or to pledge its credit, or to render
it liable for any purpose in any amount.
Committees: The President shall have the
power to establish any such number of committees as desired to assist
him/her in carrying out the management functions of the corporation.
Funds: The monies of the corporation shall
be deposited in an accredited banking association, in an account established
in the name of the corporation.
ARTICLE VII: AMENDMENTS
Manner: The bylaws of the corporation may
be altered, amended, or rescinded in the following manner: A resolution
for such alteration or rescission may be proposed by either the Board
of Directors or any member of the corporation. Such a resolution may
be presented at any regular or special meeting of the membership and
shall be adopted upon 2/3 vote of the quorum.
Notice: Notice of the subject matter of
a proposed alteration, or rescission shall be included in the notice
of any meeting at which such matter is to be considered.
Conflict with Covenants: No amendments
to these bylaws shall be made that would bring these bylaws into conflict
with the declaration of covenants and restrictions recorded in the official
records of Escambia County, Florida.