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P. O. BOX 979 KEY LARGO,
FLORIDA 33037-0979BY-LAWS -- January 2002 |
ARTICLE I
Section 1. EXECUTIVE OFFICERS. The Executive Officers of the Association shall be a President, Vice President, Secretary and Treasurer, all of whom shall be elected annually by and from the Board of Directors, hereafter sometimes referred to as the Board. They shall take office immediately after election. The offices of Secretary and Treasurer may be held by the same person. The Executive Officers shall be members of the board.
Section 2. THE PRESIDENT. Subject to the direction of the Board of Directors, the President shall be the chief executive officer of the corporation, and shall perform such other duties as from time to time may be assigned to him by the Board. The President shall be, ex officio, a member of all committees.
Section 3. THE VICE PRESIDENT. The Vice President shall, in the absence of the President, serve in his stead. He shall also perform any duties which may be assigned to him by the President or the Board.
Section 4. THE SECRETARY. The Secretary shall keep the minutes of all proceedings of the Board of Directors and the minutes of the members meetings and shall, in general, perform all the duties incident to the office of Secretary, subject to the control of the Board of Directors and the President. The Secretary shall also perform such other duties as may be assigned to him by the President or the Board.
Section 5. THE TREASURER. The Treasurer shall have the custody of all receipts, disbursements, funds and securities of the corporation and shall perform all duties incident to the office of Treasurer, subject to a yearly audit and the control of the Board of Directors and the President. He shall perform such other duties as may, from time to time, be assigned to him by the Board of Directors or by the President. Upon request by the Board or by the President, he shall present a balance sheet of all the corporation receipts, disbursements, funds and securities for approval. If required by the Board, he shall give bond for the faithful discharge of his duties in such sum as the Board may require.
Section 6. SUBORDINATE OFFICERS. The President, with the approval of the Board of Directors, may appoint such other officers and agents as the Board may deem necessary, who shall hold office during the pleasure of the Board, and who shall have such authority and perform such duties as, from time to time, may be prescribed by the President or by the Board.
Section 7. BOARD APPOINTED COMMITTEES.
Public Relations Committee. This committee shall have the duty of informing the general public of the Association's activities, policies, etc. and attempt to create favorable public opinion.
Information and Advisory Committee. This committee shall act in an advisory position for anyone in the community with a problem or complaint. It shall refer people to the proper agency or office for aid or information.
Crime Watch Committee. The duties of this committee shall be to organize the subdivision to work efficiently with law enforcement agencies in monitoring crime. It shall consist of a neighborhood chairman and a network of block captains throughout the subdivision.
Parks and Association Facilities Committee. This committee shall make recommendations to the Board on the matters relating to the acquisition, proper use and maintenance of facilities owned by or in possession of the Association.
Membership Committee. This committee shall make recommendations to the Board on all matters relating to membership in the association, including dues collection, increasing membership and membership qualifications.
Entertainment Committee. This committee shall make recommendations to the Board on Association group participation in recreational and entertainment activities.
Zoning and Deed Restriction Committee. The duties of this committee shall be to monitor zoning and deed restriction violations in the subdivision. It shall make recommendations to the Board on action to be taken relative to such violations. The committee shall represent the Association at Monroe County Zoning Board and County Commission meetings on all matters of interest to the Association.
It is contemplated that other committees, both standing and temporary, will be needed from time to time and that the President may appoint these committees and assign them functions as he sees fit.
ARTICLE II
BOARD OF DIRECTORS.
Section 1. Number of Members. The business and affairs of the Association shall be managed by a Board of Directors who shall consist of no more than nine members, all of whom shall be voting members of the Association.
Section 2. Meetings. Meetings of the Board of Directors may be called by the President or by three members of the Board for any time and place, provided reasonable notice of such meetings shall be given to each member of the Board before the time appointed for such meeting.
Section 3. Quorum. The Directors shall act only as a Board, and the individual Directors shall have no power as such. A majority of the directors for the time being in office shall constitute a quorum for the transaction of business, but a majority of those present at the time and place of any regular or special meeting although less than a quorum, may adjourn the same from time to time without notice until a quorum be at hand. The act of a majority of Directors present at any meeting at which there is a quorum shall be the act of the Board of Directors, except as may be otherwise provided by law.
Section 4. Order of Business. The Board of Directors may from time to time determine the order of business at its meeting.
Section 5. Chairman. At all meetings of the Board of Directors, the President or in his absence, the Vice President, or in the absence of both, a Chairman chosen by the Directors present shall preside.
Section 6. Annual Report. The Board Of Directors, after the close of the fiscal year, shall submit to the voting members of the Association a report as to the condition of the Association and its property and shall submit an account of the financial transactions of the past year.
Section 7. Terms of Members of the Board. Members of the Board of Directors shall serve annually.
Section 8. Vacancies in the Board. Whenever a vacancy in the membership of the Board shall occur, the remaining members of the Board shall have the power, by a majority vote, to select a member of the Association to serve the unexpired term of the vacancy.
Section 9. Manner of Nominations of Members to the Board. Not more than sixty days and not less than thirty days prior to the next ensuing annual meeting, the President shall appoint from the general membership of the Association, a Nominating Committee which shall consist of five members. It shall be the duty of the Nominating Committee to submit at the annual meeting a report of members proposed by the Committee who have agreed to serve as nominees for election to the Board of Directors. Additional nominations may then be made from the floor.
Section 10. Election of Members to the Board. Election of members to the Board shall be conducted at the annual meeting.
ARTICLE III
ANNUAL MEETING
Section 1. There shall be an annual meeting of the voting members of the Association during January or February of each year at a time and place designated by the Board of Directors. Notice of the meeting stating the time and place shall be sent by mail to the last known address of all Port Largo property owners at least ten (10) days prior to the said meeting.
Section 2. Special Meetings. Special meetings of the voting members shall be held whenever called by the Board of Directors. The Board of Directors shall call a special meeting of the voting members of the Association within twenty (20) days upon receiving the written petition of twenty percent (20%) of the voting members. Notice of special meeting stating the purposes thereof shall be mailed to the voting members in accordance with the notification procedure set forth in Section 1, this Article.
Section 3. Voting Members. Every person or majority stockholder of a company owning residential property in fee, or by the standard contract for deed arrangement, may cast one vote in person or by proxy for each lot owned at every authorized meeting for which there is a quorum present. Any member owning more than one residential lot wishing to exercise his right to have more than one vote must pay multiple dues to cover each vote desired.
Section 4. Quorum. At any meeting of voting members, it shall be necessary that ten percent (10%) of the voting membership be present in person or by proxy to constitute a quorum, and a majority vote of such quorum shall decide any question that may come before the meeting. Proxies shall be written.
ARTICLE IV
MEMBERSHIPS
Section 1. Qualifications. The qualifications for membership in this Association shall be prescribed in the bylaws or by the Board.
Section 2. Voting Members. Only persons owning real residential property in Port Largo Subdivision or owning stock in a corporation owning residential property in Port Largo Subdivision shall be eligible to become a voting member.
Where two or more persons are the joint owners of real residential property in Port Largo Subdivision, one, and only one, shall become a voting member. Where two or more persons are stockholders in a corporation owning real residential property in Port Largo Subdivision, one, and only one, shall become a voting member.
Whenever a voting member shall cease to own real residential property Port Largo Subdivision, or shall cease to own stock in a corporation that owns real property in Port Largo Subdivision, such member shall automatically be dropped from the membership roll of the Association.
Section 3. Nonvoting Members. Nonvoting members shall consist of persons in the immediate family of a voting member owning residential property located in Port Largo Subdivision and honorary members who are homeowners with property entranceways onto the south side of Marina Avenue.
Section 4. A member, voting or nonvoting, shall have no vested right, interest or privilege of, in or to the assets, functions, affairs or franchises of this Association, or any right, interest or privilege which may be transferable or inheritable, or would shall continue after his membership ceases, or while he is not in good standing.
Section 5. No membership shall be sold, assigned or transferred voluntarily or by will or by operation of the law.
Section 6. Termination of Membership. Whenever any voting member shall cease to have all of the qualifications necessary for admission to the membership of the Association, then such membership shall terminate. The Board of Directors may also terminate for cause, the membership of a member on two-thirds (2/3) secret vote of the Board. Consideration for termination action by the Board shall take place upon the request of three or more voting members of the Association. The member under consideration for termination shall be allowed to submit evidence to the Board in his own behalf.
Section 7. Annual Dues. Every voting member shall be required to pay such annual dues, if any, as shall be determined from time to time by the Board of Directors.
Section 8. Associate Member. An associate member will be a nonvoting member that does not own property within Port Largo, but resides within Port Largo and leases or rents living facilities for a period of six (6) months or longer. The following requirements must be completed before anyone may be eligible to become an associate member:
1. The property owner, where the perspective associate member resides, must be a paid voting member of the association.
2. An Associate membership must be purchased by the property owner where the prospective associate member resides. Annual dues of an associate member will be the same amount as a voting member.
Annually, the property owner will be allowed to purchase one key for each rental or lease unit. It is the property owner’s responsibility to repossess the key from any associate member moving from the property owners premises.
An associate member will be given a key, by the property owner, to the pool and picnic area (Tract C) for his private use. By accepting this key and membership card, the associate member assumes all the responsibilities for himself and agrees to abide by all the rules and regulations concerning the use of Tract C. This key may not be loaned to anyone outside his immediate family. The association reserves the right to rescind an associate member’s membership if he has misused his privileges. Denial of associate membership shall be achieved by a majority vote of the Board of Directors. Should denial of membership occur, said member must return his key to the Association immediately upon notification of such action by the Board.
Article V
LOSS OF PROPERTY
Section 1. The association shall be not liable or responsible for the destruction, loss of or damage to the property of any member, guest of any member, visitor or other person.
Article VI
Notice
Section 1. Notice. Whenever, according to these bylaws, a notice shall be required to be given to any member or Director, it shall not be construed to mean personal notice, but such notice may be given in writing by depositing the same in a United States Post Office in a postpaid sealed wrapper, address to such member or Director at his address as the same appears on the books of the Association, and the time when such notice is mailed shall be deemed the time of the giving of such notice.
Section 2. Waiver of notice. Any notice required to be given by these bylaws may be waived by the person entitled thereto.
Article VII
FISCAL YEAR
Section 1. The fiscal year of the Association shall begin on the first day of January and terminate on the last day of December each year.
Article VIII
INTERPRETATION AND AMENDMENT
Section 1. The Board of Directors shall have full power and authority to interpret these bylaws and its decision on all questions shall be final, binding and conclusive.
Section 2. These bylaws, or any paragraph or section thereof, may be amended or repealed in whole or in part, but majority vote of the voting members present or represented by proxy in any annual or special meeting.
Section 3. The Board of Directors, by majority vote, may amend or repeal these bylaws, or any part thereof, at any meeting of the Board subject to a veto within sixty (60) days by majority of the votes cast at a special meeting of voting members present in person or by proxy, called in accordance with Article III, Section 2. of these bylaws.
Article IX
EXPENDITURES
Section 1. All expenditures over the amount of two hundred dollars ($200.00) shall be approved by the Board of Directors.
Section 2. Any expenditure under the amount two hundred dollars ($200.00) shall not need the approval of the Board of Directors but may be expended from a fund, henceforth designated "Petty Cash", which shall contain the amount of two hundred dollars ($200.00). The only approval needed for expenditures from this fund shall be the consent of two of the officers of the Corporation.
Article X
RULES OF ORDER
Section 1. The rules contained in the current edition of Roberts Rules of Order shall govern the Association in all cases to which they are applicable and in which they are not inconsistent with these bylaws and any special rules of order the Association may adopt.
Article XI
INTERNAL REVENUE SERVICE
Section 1. Tax Exempt Status Requirements of a Nonprofit Organization. These are the general instructions from Internal Revenue Service which allow the Port Largo Residential Property Owners Association to exist without the payment of federal taxes:
General instructions - No part of the net earnings of the Association can inure (other than by acquiring, constructing or providing management, maintenance and care of Association property, and other than a rebate of excess membership dues, fees or assessments) to the benefit of any private shareholder or individual.
The Association must elect to have Section 528 apply for the tax year by filing Form 1120-H on a timely basis.
Article XII
Section 1.
PARK RULES
1. The park shall not be used for commercial use by members unless specifically authorized by the board of directors of the Association in writing.
2. Electric power for access to the park is on a timer and will be automatically shut off at night. Park hours will be posted on or near the gate. Park hours will change with Daylight Savings Time.
3. All trash must be removed from the park by the responsible party.
4. No pets are allowed in the park.
5. Members are responsible for their guests at the park.
6. No boats or vehicles are to remain in the park after park hours.
7. Each member using the boat ramp is responsible for keeping it clean.
8. A $100 replacement fee will be required if member loses their entry card; and $20 reprogramming fee will be required if card is damaged, or for transfer of ownership.
9. The Association is not responsible for any personal property left at the park.
10. Members are not to loan their entry cards. Each new card will be identified as to its owner. You will be required to show your card and your ID on request to any board members or designee. If any card is found being used by anyone other than its owner or family member, it will be confiscated or voided. A new card may not be issued to the owner without board approval.
11. Any violations of these park rules may result in the loss of park access privileges
Rules/Rev 1/2002
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