Home-Owners Association, Inc.
(H.O.A.)
ARTICLE I- NAME
SECTION 1
A – The name of the organization shall be Spanish Lakes Country Club Village Homeowners Association, Inc. (HOA), which shall be a non-profit association. The fiscal year of the organization shall be April 1st to March 31st. Hereon, throughout these By-Laws, the name of the organization shall be referred to as "H.O.A." and the officers shall be referred to as "Board." (Adopted 1/26/2000)
ARTICLE II
SECTION 1 – PURPOSE
A – To promote the general good and welfare of all members, to work with Management to maintain a harmonious relationship for the benefit of all homeowners, to provide leadership and take an active part in all civic affairs of Spanish Lakes Country Club Village (slcvv), to promote an active spirit in the community, reach out to others less fortunate than the residents, to be alert to all activities which tend or may tend to depreciate the investment in the homes of residents or which might impact adversely upon the quality of life in SLCCV and to vigorously and continually oppose such activities and proposals and to present a united front on all matters of mutual interest to the membership and the community.
SECTION 2
A- Park Management shall have no authority over the H. O. A. The H.O. A. shall concern itself only in matters that affect the welfare of the total community, using Florida Statute #723 as a guide wherever necessary. No Wynne Company employee may serve on the board. (Adopted 1/26/2000)
SECTION 3
A- The H.O.A. is not responsible for alcoholic beverages being served or sold by Committees, Clubs, Groups or Event Sponsors.
ARTICLE III-
MEMBERSHIP
SECTION 1
A- All individual homeowners who have legal title to a dwelling in SLCCV are eligible for membership in the H.O.A.
SECTION 2
A- Membership in the H.O.A. is on an annual and individual basis.
SECTION 3
A- The membership year shall be January 1st thru December 31st. Dues are $2.50 per year per member. New membership shall start December 1st for the new year and shall be paid before the April meeting of each year.
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SECTION 4
A- Only paid up members shall be allowed admittance to a meeting and to participate in the organizational activities such as voting discussions and committee functions.
B- A visitors’ seating section shall be provided for non-members of H.O.A. (Adopted 1/28/2009)
ARTICLE IV-
OFFICERS (BOARD)
SECTION 1
A- There shall be seven (7) members on the Board. From their number, they shall elect a President, Vice-President, Secretary, Treasurer, Membership Director, Communications Director, and Activities Coordinator. Not less than four (4) members of the Board must be full time residents (9 months) (Adopted 1/26/2000)
SECTION 2
A- Three (3) members shall be elected to the Board one year; four (4) members shall be elected to the Board the following year. At the annual election in February, each candidate who is elected shall serve for a term of two (2) years. The term of office shall be from April 1st of the year of election until March 31st, two (2) years following. Absentee ballots will be available only to the members confined at home or in the hospital. Ballots will be received in a sealed envelope by a Board assignee.
SECTION 3
A- Should a vacancy occur on the Board, the President shall appoint (with the advice and consent of a majority of the Board) a member of the H.O.A. to serve the remainder of the vacant term. Such appointments shall be made from a list of prospective appointees supplied by Board members. (Adopted 1/26/2000)
SECTION 4
A- Any Board member may be removed from office upon compliance with the following sequence of events:
1- A petition demanding removal is signed by no less than twenty (20) percent of the membership and the original petition be presented to the President and a copy be presented to the Board member in question at a regular meeting of the H.O.A. (Adopted 1/26/2000)
2- A majority of the members in attendance at the next regular meeting of the H.O.A. concur in such removal. (Adopted 1/26/2000)
3- Upon such removal, the President (with the advice and consent of a majority of the Board) shall appoint a member of the H.O.A. to serve the remainder of the vacant term. Such appointment shall be made from a list of prospective appointees supplied by Board members. (Adopted 1/26/2000)
SECTION 5 – DUTIES OF OFFICERS
A- PRESIDENT
1- Shall preside at all meetings of the H.O.A. and the Board; shall appoint (with the advice and consent of a majority of the Board) such committees deemed necessary to carry out the objectives and purposes of the H.O.A. and expedite its business. In
determining questions of procedure, the President shall be governed by Robert's Rules of Order.
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B- VICE-PRESIDENT
1- Shall assume all responsibilities of the President in his/her absence; shall assume the control and management of the property belonging to the H.O.A. and shall keep a running inventory thereof; shall review H.O.A. by-laws with a committee, which shall include two (2) non-board members and the Parliamentarian. Their proposals shall be presented to the Board and returned to the committee and the proposals will be read at the scheduled membership meeting. Shall serve as Grievance Coordinator, reviewing each submitted item with the Board and then notifying the person of the results; shall perform such additional duties as may be requested by the President. (Adopted 1/26/2000 and 10/31/2001)
C- SECRETARY
1- Shall keep a record of all Board and Membership meetings in the form of minutes. A copy of the minutes, approved or corrected, of all meetings shall be given to all Board members. Shall have custody of all books, records and correspondence except that which is associated with the Treasurer; shall perform such additional duties as may be requested by the President. (Adopted 1/26/2000)
D- TREASURER
1- Shall receive and disburse funds from the following types of funds: (owned by the H.O.A.); Committee funds (owned and controlled by the H.O.A.) and Club funds (owned by the independent organizations). All receipts shall be received by the Treasurer for deposit within three (3) banking days. Disbursements shall be authorized through the use of a Check Request Form, properly signed by the person authorized to withdraw funds. All disbursements shall be made by check and signed by the Treasurer. In the event the Treasurer is not available to sign a check in a timely manner, the President or the Vice-President may sign the check. (Adopted 1/26/2000)
2a- An expenditure of over $500.00 of funds owned by the H.O.A. requires prior approval by the Board; expenditure in excess of $1,000.00 requires approval by the membership. (Adopted 1/26/2000)
2b- Any motion from the floor by the Membership regarding expenditures from H.O.A. funds must first be submitted in writing to the Board for review. The Board shall then report the results of their findings to the Membership, to approve or disapprove. (Adopted 1/28/2009)
2c- Club Funds (owned by the independent organizations) may be withdrawn in any amount with prior approval of the independent organization. (Adopted 1/26/2000)
2d- All committees operating under the auspices of the H.O.A. may request advance operating expenses from the Treasurer guided by the first three (3) paragraphs of (D), (1), (2a) and (2b) above.
2e- All H.O.A. committees must submit their receipts to the Treasurer for deposit into the H.O.A. General Fund. (Adopted 1/26/2000)
2f- The expenditure of any funds owed by the H.O.A. for purchases, improvement or repair of the Park ownership property requires the approval vote of two-thirds of the H.O.A. members present at the meeting where a quorum is present. (Adopted 4/24/2002)
E- MEMBERSHIP DIRECTOR
1- Shall be responsible for recruiting members, collecting dues and issuing membership cards and shall keep a current roster of members, which will be available at each meeting. Shall perform such additional duties as may be requested by the President.
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F- COMMUNICATIONS DIRECTOR
1- Shall provide ready communications to residents: examples – weekly bulletin, H.O.A. web-site, H.O.A. bulletin board, News and Views, and local newspapers. Shall work in conjunction with Management on matters concerning emergencies: example – pre-hurricane preparedness. (Adopted 10/31/2001)
G- ACTIVITIES COORDINATOR
1- Shall maintain liaison between the H.O.A. committees; shall appoint a committee of not less than three (3) H.O.A. members to assist him/her in coordinating all activities; shall be an ex-officio member of the Policy-Making Body of all committees operating under the auspices of the H.O.A. (Adopted 1/26/2000)
ARTICLE V-
MEETINGS
SECTION 1- ANNUAL MEETING
A- The annual meeting shall be held on the last Wednesday of March. The time of the meeting shall be 7:00 PM, unless the membership approves a different time at the previous monthly meeting. If such date falls on a holiday, the preceding meeting shall decide the date of the meeting. (Adopted 1/28/2009)
SECTION 2- AGENDA FOR ANNUAL MEETING
A- Reading of the minutes of the previous meeting (may be dispensed with).
B- Annual Reports (all must be written).
C- Officers reports (if any).
D- Treasurer's report (for the fiscal year).
E- Auditor's Report.
F- President's Report (review of the year's activities and those in the making).
G- Installation of Officers (all reports, minutes, etc. should be turned over to the new President).
H- New Business.
I- Adjournment
SECTION 3- GENERAL MEMBERSHIP MEETINGS
A- The regular monthly meetings of the H.O.A. shall be held on the last Wednesday of each month at 7:00 PM, except in November, when the meeting will be held on the third (3rd) Wednesday at 7:00 PM. At any regular meeting, a majority of those present and voting may approve a different time or date for the following monthly meeting. Except in an emergency, there shall be a meeting every month with the exception of JUNE, JULY, AUGUST and DECEMBER. (Adopted 1/28/2009)
SECTION 4- AGENDA FOR GENERAL MEMBERSHIP MEETINGS
A- Opening
B- Secretary's minutes
C- Treasurer's report
D-Officer’s report
E- Standing Committee reports
F- Special Committee reports
G- Old Business
H- New Business
I- Programs
J- Adjournment (Adopted 1/28/2009)
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SECTION 5- SPECIAL MEETINGS
A- Special meetings shall be called by the President, a majority of the Board or by written petition to the President and Board by ten percent (10%) of the members in good standing. Written notice of any special meeting called shall state, in addition to the place, date and time, the person or persons calling the meeting and the business which is to be brought before the meeting. The agenda is restricted to only such business as appears in the written notice of the meeting. Written notice of the meeting shall be delivered to each member of the H.O.A. Notice of a special meeting shall be given at least five (5) days prior to the date of said meeting.
SECTION 6- BOARD MEETINGS
A- The Board shall call their meetings at times agreed upon by the Board members as often as they deem necessary. They shall meet with SLCCV management as deemed necessary to present membership concerns.
SECTION 7- QUORUM
A- A quorum shall be ten percent (10%) of the paid-up members for any membership meeting of the H.O.A. A quorum for any board meeting shall consist of a majority of the Board.
SECTION 8- VOTING
A- At all meetings of the H.O.A. and/or Board, a majority of the votes cast shall control, unless otherwise provided by the By-Laws.
SECTION 9- CONDUCT AT MEETINGS
A- Members shall observe the Rules of Parliamentary Procedure during the course of meetings. The rules contained in Robert's Rules of Order shall govern the activities of the H.O.A. in all meetings of the Board, Membership and Committees and all other cases to which they are applicable and in where they are not inconsistent with these By-Laws.
SECTION 10- LIMIT DEBATE
A- The President may limit discussion on a question or suggestion to two (2) minutes per recognized member. (Adopted 1/26/2000)
B- The President may limit debate on a motion to two (2) minutes per recognized member – however, the member whose motion is brought before the meeting shall be allowed additional time. (Adopted 1/26/2000)
ARTICLE VI-
AMENDMENTS
SECTION 1
A- All amendments to these By-Laws must be presented in writing to the Board for recommendation to the General Membership. All amendments shall take two (2) presentations (readings) at the General Membership meetings. At the first presentation (reading), no discussion shall take place. At the second presentation (reading) at the next
General Membership meeting, discussion shall be permitted and the President may limit
the discussion time. Approval of any amendments shall be by a two-thirds (2/3rd) vote of
the members present at the General Membership meeting. These By-Laws may not be suspended, in whole or in part, at any time for any reason.
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ARTICLE VII-
NOMINATIONS & ELECTIONS
SECTION 1
A- A Nominating Committee shall be formed at the General Membership meeting in November of each year. The committee shall consist of two (2) members appointed by the President of the Board and three (3) members elected from the floor; none of whom may be a member of the Board. The five (5) members shall elect a Coordinator from among the members of the committee.
SECTION 2
A- The Nominating Committee shall present a slate of nominees for vacant officer of the Board at the General Membership meeting in January of each year. Additionally, the President shall recognize any member who desires to be nominated to the Board and such member shall be given a reasonable opportunity to present his/her qualifications to the membership. Upon such presentation, the member shall be deemed to have been nominated for open position on the Board. Nominees shall be introduced to the H.O.A. at the close of the nominations. No nominations may be made after the January meeting. (Adopted 4/24/2002)
SECTION 3
A- The election to each open office of the Board shall take place on the last Wednesday of February of each year and shall be conducted by the Nominating Committee. The election shall be held in a suitable location in the Clubhouse between the hours of 8:00 AM and 4:00 PM. All nominations are to be printed on a prepared ballot and issued to paid-up members only. Prior to the balloting, the President shall appoint five (5) tellers to count the ballots in a secure area. The nominees receiving the most votes shall constitute the newly elected Board members. The Nominating Committee shall report the results to the membership at the General Membership meeting to be held that evening. (Adopted 1/28/2009)
SECTION 4
A- At the March Annual Membership meeting the nominees who were elected to the Board in February shall be presented, pursuant to Article 4, Section and Section 2. As early as possible, following the commencement of their terms of office but is no event
B- later than May 15th of each year, the President and the Board shall meet with the heads of each H.O.A. committee to have the responsibilities of the committees clarified and to discuss future plans. (Adopted 1/26/2000)
ARTICLE VIII-
AUDIT
SECTION 1
A- Not later than April of each year, the President shall appoint three (3) members, none of whom shall be a member of the Board, to serve as a Standing Audit Committee to audit the books of account of the H.O.A. at their discretion. At least one
audit must be completed two (2) weeks prior to the Annual Meeting and a copy given to
the President and Secretary. The auditors shall submit a written statement signed by each auditor.
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ARTICLE IX-
INDEMNIFICATION
SECTION 1
A- Every member of the Board and every member of each duly appointed committee shall be indemnified by the H.O.A. against all expenses and liabilities, including legal fees reasonably incurred or imposed upon in connection with any proceedings to which he/she may be a party, or in which he/she may be become involved by reason of his/her being or having been a member of the Board or of a duly appointed committee, or in any settlement thereof, whether or not he/she is a member of the Board or committee at the time such expenses were incurred, except in such cases where the member is judged guilty by a two-third (2/3rd) vote of the members of the H.O.A. of willful misfeasance in the performance of his/her duties. Provided that in the event of a settlement, the indemnification provided for herein shall apply only when a two-third (2/3rd) vote of the members of the H.O.A. approves such settlement and reimbursement as being in the best interest of the H.O.A. The foregoing right of indemnification shall be in addition to and exclusive of all other rights to which such member shall be entitled.
ARTICLE X-
CONTINGENCY PROVISION & INCORPORATION BY REFERENCE
SECTION 1
A- In the event the Park Owners of SLCCV elect to sell this mobile home park, the provisions of Sections 723.075; 723.077; 723.078 and 723.079 of the Florida Mobile Home Act are incorporated herein by reference, effective upon receipt by the President and/or Secretary of the H.O.A. of notice of such intent to sell by the Park Owners. If any of the provisions of these By-Laws are in conflict with said sections, the By-Laws are deemed to be amended to conform herewith, effective upon the date this contingency provision becomes applicable.
SECTION 2
A- Ten percent (10%) of all membership dues collected shall be set aside in a contingency fund to be used in the event of an emergency. The Board may approve expenditures from the fund of $1,000.00 or less. Expenditures of more than $1,000.00 require approval of the membership.
ARTICLE XI-
DISSOLUTION CLAUSE
SECTION 1
A- In the event that the SLCCV H.O.A. decides to cease functioning as a going concern, the President, with the advice and consent of the Board, shall appoint a committee of three (3) members of the H.O.A., consisting of a coordinator and two (2) assistants, to make the recommendations as to the disposal of such assets as may be available at the time of the dissolution. The recommendations of the committee must be approved by the Board and by the members of the H.O.A. at their last meeting.
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PROPOSED EXCEPTION TO H.O.A.
BY-LAWS
Present Officers, whose term will not expire by March 31st , will be permitted to complete their term in their present office or choose to be elected in any open office. Designated choice must be announced to the President and the Board prior to November 1st.
Passed and adopted by all H.O.A. members attending the January 28, 2009 meeting.
BY-LAWS COMMITTEE 2008:
Frank Wells
Frank Buzzelli
John Reiff
Mary Madden
Rod Law, Parliamentarian