- Category: Snell Isle Weekly News
- Published: Monday, 11 November 2019 15:54
The following Amended and Restated Bylaws are proposed to our membership and should be reviewed by all prior to our Board meeting on December 4th at 6 pm at the Woman's Club where members and residents can engage in meaningful dialogue with the Board about the amendments. Thereafter, on January 23rd at 7 pm at the Woman's Club the membership shall vote on whether to adopt the amendments.
AMENDED AND RESTATED BYLAWS OF SNELL ISLE PROPERTY OWNERS’ ASSOCIATION, INC.
Section 1. Identification of Association These are the Bylaws of Snell Isle Property Owners’ Association, Inc. ("Association") as duly adopted by its Board of Directors ("Board"). The Association is a corporation not for profit, organized pursuant to Chapters 617 and 720, Florida Statutes.
1.1. The office of the Association shall be for the present at the office of John Cappa, Esq. 1229 central Avenue, St. Petersburg, Florida 33705, and thereafter may be located at any place designated by the Board.
1.2. The fiscal year of the Association shall be the calendar year.
Section 2. Explanation of Terminology The terms defined in the Articles of Incorporation of the Association ("Articles") as well as in the Declaration of Covenants, Restrictions and Easements for SIPOA ("Declaration") are incorporated herein by reference and shall appear in initial capital letters each time such terms appear in these Bylaws.
Section 3. Membership; Associate Membership; Members' Meetings; Voting and Proxies
3.1. The qualification of Members and Associate members, the manner of their admission to membership in the Association, the manner of termination of such membership and the voting by Members shall be as set forth in the Articles.
3.2. Members shall be property owners to the extent of being a Pinellas County record owner of at least one deeded property within an area described by the following boundary defined and known as Snell Isle:
Beginning at the northeast corner of the Snell Isle Coffee Pot bridge at the intersection of Brightwaters Boulevard and Snell Isle Boulevard; then proceeding in an easterly direction and following the meandering shoreline to the Shore Acres bridge; then proceeding northwest along the shoreline encompassing Eden Isle Estates; then continuing west along the shoreline of the Vinoy Club golf course; then following the meandering shoreline encompassing Snell Isle Estates; then north along the shoreline of Placido Bayou; then west along the shoreline to a point where the east side of Poplar Street is intersected; then south to 34th Avenue Northeast; then proceeding in a westerly direction along the south side of 34th Avenue Northeast to Locust Street; then south along the east side of Locust Street to Coffee rly direction along the meandering ee Pot Bayou to the point of beginning. (“Snell Isle”)
3.3. Associate Members. Any person, not otherwise eligible for regular membership as a Member defined in Article 3.2 above, may apply for an associate membership and become an Associate member (‘Associate”).
3.4 Members and Associates shall be required to pay annual dues (“Membership Dues”) in the amount to be determined by the Board of Directors. The fiscal year shall be the calendar year and membership are effective upon payment of annual dues for that current year. Non-payment of annual dues shall terminate membership and if applicable, voting privileges.
3.5. The Members shall meet annually ("Annual Members' Meeting"). The Annual Members' Meeting shall be held at the office of the Association or at such other place on Snell Isle as the Board may determine and on such day and at such time as designated by the Board in the notice of such meeting commencing with the year following the year in which the Articles are filed with the Secretary of State. The purpose of the Annual Members' Meeting shall be to hear reports of the officers, elect members of the Board (when that shall be appropriate as determined by the provisions of the Articles) and transact any other business authorized to be transacted at such Annual Members' Meeting.
3.6. Special meetings (meetings other than the Annual Members' Meeting) of the Members shall be held at any place within Snell Isle whenever called by the President or Vice President or by a majority of the Board. A special meeting must be called by such President or Vice President upon receipt of a written request from Members having the right to vote at least one-third (1/3) of the total number of votes entitled to be cast by Members at any such special meeting.
3.7. Except as otherwise provided in the Articles, notice of each Members' meeting, whether an Annual Members' Meeting or a special meeting (collectively "Meeting"), shall be given to all Members at least fourteen (14) calendar days in advance of such meeting. Any notice given hereunder shall state the time and place of the Meeting and the purposes for which the Meeting is called. The notices of all Annual Members' Meetings shall, in addition, specify the number of Directors of the Association to be designated by Declarant and the number of Directors to be elected by the Members, if applicable. Notwithstanding any provisions hereof to the contrary, notice of any Meeting may be waived before, during or after such Meeting by a Member or by the person entitled to vote for such Member by signing a document setting forth the waiver of such notice.
3.8. The Members may, at the discretion of the Board, act by written response in lieu of a Meeting provided written notice of the matter or matters to be agreed upon is given to the Members or duly waived in accordance with the provisions of these Bylaws. Unless some greater number is required under the SIPOA Documents and except as to the election of Directors, which shall be accomplished by plurality vote, the decision of a majority of the votes cast by Members as to the matter or matters to be agreed or voted upon shall be binding on the Members provided a quorum is either present at such Meeting or submits a response if action is taken by written response in lieu of a Meeting, as the case may be. The notice with respect to actions to be taken by written response in lieu of a Meeting shall set forth the time period during which the written responses must be received by the Association.
3.9. (a) A quorum of the Members shall consist of at least 15 Members. Members are entitled to cast Limited “Proxy” and general “Proxy” (as hereinafter defined in Paragraph 3.13) may be used to establish a quorum.
(b) When a quorum is present at any Meeting and a question which raises the jurisdiction of such Meeting is presented, the holders of a majority of the voting rights present in person or represented by written Proxy shall be required to decide the question. However, if the question is one upon which a vote other than the majority vote of a quorum is required by express provision of the SIPOA Documents or by law, then such express provision shall govern and control the required vote on the decision of such question.
3.10. In the October prior to any Annual Members' Meeting when elections of Directors are to occur, the "Chairman" (as hereinafter defined in Paragraph 7.2) shall appoint an Nomination Committee (the “Committee”) consisting of three (3) Members, at least two of which shall be a member of the Board, to prepare a slate of officers and six directors to be presented at the following January Annual Members’ Meeting. If the slate is accepted as presented, voting shall be by voice vote, rising or unanimous. If, however, there are any nominations to the slate from the floor, written ballots are to be supplied to Members for such purposes. The Committee shall supervise the election, count and verify ballots, disqualify votes if such disqualification is justified under the circumstances and certify the results of the election to the Board.
Officers and Directors, so elected, shall take office at the applicable annual meeting.
Officers and Directors, so elected, shall serve for a two-year term. They shall not hold the same office for more than three consecutive terms.
The Committee shall be able to determine questions within its jurisdiction by plurality vote of all three (3) members, but matters resulting in deadlocked votes of the Committee shall be referred to the entire Board for resolution.
All interim vacancies arising among Officers or Directors shall be filled by a majority vote of the remaining members of the Board of Directors. Persons, so elected, shall serve until the expiration of the original term of office of the outgoing Officer or Director.
3.11. If a quorum is not in attendance at a Meeting, the Members who are present, either in person or by Proxy, may adjourn the Meeting from time to time until a quorum is present with no further notice of such adjourned Meeting being required unless otherwise determined by the Board.
3.12. Minutes of all Meetings shall be kept in a businesslike manner and be available for inspection, at the office of the Association, by the Members and Directors at all reasonable times. The Association shall retain minutes for at least seven (7) years subsequent to the date of the meeting the minutes reflect.
3.13. Voting rights of Members shall be as stated in the Articles with respect to the election of all Boards. Such votes may be cast in person or by absentee ballot. Proxies may be used to vote on other agenda items at meetings at which Directors are to be elected and may also be used to establish a quorum. "Proxy" is defined to mean an instrument containing the appointment of a person who is substituted in the place and stead of the person or authorized representative of an entity entitled to vote. Proxies shall be in writing signed by the person or authorized representative of an entity giving the same and shall be valid only for the particular Meeting designated therein and, if so stated in the Proxy, any adjournments thereof, provided, however, any proxy automatically expires ninety (90) days after the date of the Meeting for which it was originally given. A Proxy must be filed with the Secretary of the Association before the appointed time of the Meeting in order to be valid. Any Proxy may be revoked prior to the time a vote is cast in accordance with such Proxy.
Section 4. Board; Directors' Meetings
4.1. The business and administration of the Association shall be by its Board.
4.2. The election and, if applicable, designation of Directors and designation of offices held by Directors shall be conducted in accordance with the Articles. Directors must be Members.
4.3. (a) Any person elected or designated as a Director shall have all the rights, privileges, duties and obligations of a Director of the Association.
(b) The term of a Director's service shall be as stated herein in 3.10, and, if not so stated, shall extend until his/her successor is duly elected and qualified or until he/she resigns or is removed in the manner elsewhere provided.
4.4. Intentionally Omitted.
4.5. Regular meetings of the Board may be held at such times and places in the County as shall be determined from time to time by a majority of the Directors. Special meetings of the Board may be called at the discretion of the President or the Vice President. Special meetings must be called by the Secretary at the written request of at least one-third (1/3) of the Directors. Any such special meeting may be held in the County at such time and place as determined by the Directors requesting such meeting or in such other place as all of the Directors shall agree upon.
4.6. Notice of the time and place of regular and special meetings of the Board, or adjournments thereof, shall be given to each Director personally or by overnight mail, facsimile or email at least three (3) days prior to the day named for such meeting unless such notice is waived before, during or after such meeting. Any Director may waive notice of the meeting in writing before, during or after a meeting and such waiver shall be deemed equivalent to the receipt of notice by such Director.
4.7. Notice of all Board meetings shall be given to the Members in accordance with Section 720.303(2) of the Florida Statutes.
4.8. A quorum of the Board shall consist of the Directors entitled to cast a majority of the votes of the entire Board. Once a quorum is present matters approved by a majority of the Directors present at such a meeting shall constitute the official acts of the Board, until the meeting is adjourned whether or not a quorum is maintained until the adjournment of the meeting, except as may be otherwise specifically provided by law, by the Articles or elsewhere herein. If at any meeting of the Board there shall be less than a quorum present, the majority of those present may adjourn the meeting from time to time until a quorum is present. At any meeting that takes place on account of a previously adjourned meeting, any business which might have been transacted at the meeting as originally called may be transacted. In the case of the adjournment of a meeting, no further notice of the adjourned meeting need be given unless otherwise determined by the Board.
4.9. The presiding officer at all Board meetings shall be the President. In the absence of the President, the Directors shall designate any one of their number to preside.
4.10. Directors' fees, if any, shall be determined by the Members.
4.11. Minutes of all meetings of the Board shall be kept in a businesslike manner and be available for inspection, at the offices of the Association, by Members and Directors at all reasonable times.
4.12. Meetings of the Board shall be open to all Members on such terms as the Board may determine. The Board may also hold closed meetings to the extent permitted by applicable law, including, by way of example but not by way of limitation, when the discussion at a meeting is governed by attorney-client privilege. If a meeting is open, unless a Member serves as a Director or unless he/she has been specifically invited by the Directors to participate in the meeting, no Member shall be entitled to participate in the meeting, but shall only be entitled to act as an observer. In the event a Member not serving as a Director or not otherwise invited by the Directors to participate in a meeting attempts to become more than a mere observer at the meeting or conducts himself/herself in a manner detrimental to the carrying on of the meeting, then any Director may expel said Member from the meeting by any reasonable means which may be necessary to accomplish said Member's expulsion. Also, any Director shall have the right to exclude from any meeting of the Board any person who is not able to provide sufficient proof that he/she is a Member or a duly authorized representative, agent or proxy holder of a Member, unless said person has been specifically invited by any of the Directors to participate in such meeting.
4.13. Any action required or permitted to be taken at a meeting of the Directors may be taken without a meeting if a consent in writing, specifically setting forth the action to be taken, shall be signed by all the Directors entitled to vote with respect to the subject matter thereof and such consent shall have the same force and effect as a unanimous vote of the Directors, provided, however, whenever Assessments are to be considered, they may be considered only at a meeting of the Directors properly noticed in accordance with Section 720.303(2) of the Florida Statutes.
Section 5. Powers and Duties of the Board
5.1. All of the powers and duties of the Association shall be exercised by the Board. Such powers and duties of the Board shall include, but not be limited to, all powers and duties set forth in the these SIPOA documents, as well as all of the powers and duties of a director of a corporation not for profit not inconsistent therewith.
Section 6. Intentionally Omitted.
Section 7. Officers of the Association
7.1. Officers of the Association shall be the President, who shall be a Director, Vice President, a Treasurer and a Secretary, all of whom shall be Directors and duly elected by the Board. Any officer may be removed without cause from office by vote of the Directors at any meeting of the Board. The Board may, from time to time, elect such other officers and assistant officers and designate their powers and duties as the Board shall find to be required to manage the affairs of the Association. One person may hold any two offices simultaneously, except when the functions of such offices are incompatible, but no person shall hold the office of President and any of the following offices simultaneously: Vice President, Secretary, Treasurer or Assistant Secretary.
7.2. The President shall be the chief executive officer of the Association. The President shall have all of the powers and duties which are usually vested in the office of the President of an association or a corporation not for profit, including, but not limited to, the power to appoint such committees from among the Members at such times as he/she may, in his/her discretion, determine appropriate to assist in the conduct of the affairs of the Association. If in attendance, the President ("Chairman") shall preside at all meetings of the Board and the Members; provided, however, that the President may appoint a substitute.
7.3. In the absence or disability of the President, the Vice President shall exercise the powers and perform the duties of the President. The Vice President shall also generally assist the President and exercise such other powers and perform such other duties as shall be prescribed by the Board.
7.4. The Secretary shall keep the minutes of all meetings of the Board and the Members, which minutes shall be kept in a businesslike manner and be available for inspection, at the offices of the Association, by Members and Directors at all reasonable times. The Secretary shall be custodian for the corporate records of the Association, except those of the Treasurer, and shall perform all of the duties incident to the office of Secretary of the Association as may be required by the Board or the President. The Assistant Secretary, if any, shall perform the duties of the Secretary when the Secretary is absent and shall assist the Secretary under the supervision of the Secretary.
7.5. The Treasurer shall have custody of all of the monies of the Association, including funds, securities and evidences of indebtedness. The Treasurer shall keep the assessment rolls and accounts of the Members and shall keep the books of the Association in accordance with good accounting practices and he/she shall perform all of the duties incident to the office of the Treasurer. The Assistant Treasurer, if any, shall perform the duties of the Treasurer when the Treasurer is absent and shall assist the Treasurer under the supervision of the Treasurer.
Section 8. Resignations
Any Director or officer may resign his/her post at any time by written resignation, delivered to the President or Secretary, which shall take effect upon its receipt unless a later date is specified in the resignation, in which event the resignation shall be effective from such date unless withdrawn. The acceptance of a resignation shall not be required to make it effective. The conveyance of all property owned or beneficially owned by any Director or officer within Snell Isle shall constitute a written resignation of such Director or officer.
Section 9. Accounting Records; Fiscal Management
9.1. The Association shall use the cash basis method of accounting and shall maintain accounting records in accordance with good accounting practices, which shall be open to inspection by Members. Such records shall include, but not be limited to: (i) a record of all receipts and expenditures; (ii) an account for each Home within SIPOA which shall designate the name and address of the Owner thereof, the amounts and due dates for payment of same, the amounts paid upon the account and the dates paid, and the balance due; (iii) any tax returns, financial statements and financial reports of the Association; and (iv) any other records that identify, measure, record or communicate financial information.
9.2. In administering the finances of the Association, the following procedures shall govern: (i) the fiscal year shall be the calendar year; (ii) any monies received by the Association in any calendar year may be used by the Association to pay expenses incurred in the same calendar year; (iii) there shall be apportioned between calendar years on a pro rata basis any expenses which are prepaid in any one calendar year for Operating Expenses which cover more than such calendar year; and (iv) items of Operating Expenses incurred in a calendar year shall be charged against income for the same calendar year regardless of when the bill for such expenses is received. Notwithstanding the foregoing, the membership payments and any periodic installments thereof shall be of sufficient magnitude to insure an adequacy and availability of cash to meet all budgeted expenses in any calendar year as such expenses are incurred in accordance with the cash basis method of accounting.
9.3. No Board shall be required to expend funds to pay for Operating Expenses not budgeted or which shall exceed budgeted items, and no Board is required to engage in deficit spending. Should there exist any deficiency which results from there being greater expenses than monies from membership dues, then such deficits shall be carried into the next succeeding year's Budget as a deficiency.
9.4. The depository of the Association shall be such bank or banks as shall be designated from time to time by the Board in which the monies of the Association shall be deposited. Withdrawal of monies from such account shall be only by checks signed by such persons as are authorized by the Board.
9.5. The Board, at its discretion, can request an audit of the books as the Board deems needed.
Section 10. Rules and Regulations
The Board may at any meeting of the Board adopt rules and regulations or amend, modify or rescind then existing rules and regulations for the operation of SIPOA; provided, however, that such rules and regulations are not inconsistent with the terms or provisions of the SIPOA Documents. Copies of any rules and regulations promulgated, amended or rescinded shall be mailed or delivered to all Members at the last known address for such Members as shown on the records of the Association at the time of such delivery or mailing and shall not take effect until forty-eight (48) hours after such delivery or mailing, or, in the event both forms of notification are used, whichever is later. Notwithstanding the foregoing, when rules and regulations are to regulate the use of a specific portion of the Association Property, same shall be conspicuously posted at such facility and such rules and regulations shall be effective immediately upon such posting. Care shall be taken to insure that posted rules and regulations are conspicuously displayed, in the english language, and easily readable and that posted signs or announcements are designed with a view toward protection from weather and the elements. Posted rules and regulations which are torn down or lost shall be promptly replaced.
Section 11. Parliamentary Rules
The then latest edition of Robert's Rules of Order shall govern the conduct of all meetings of the Members and the Board; provided, however, if such rules of order are in conflict with any of the SIPOA Documents, Robert's Rules of Order shall yield to the provisions of such instrument.
Section 12. Roster of Members
The Association shall to the best of its ability maintain a file or electronic record updated annually with a copy of the deed or other document showing each Members record ownership which is updated and verified to the best of the Associations ability annually through Pinellas county property records. The Association shall maintain such information in electronic form. The Association may rely on the accuracy of such information for all purposes until notified in writing of changes therein.
Section 13. Amendment of the Bylaws
13.1. These Bylaws may be amended as hereinafter set forth in this Section 13.
13.2. The Bylaws of the Association may be amended or repealed, and any new Bylaw of the Association may be adopted by either:
(i) a majority vote of the Members at any Annual Members' Meeting or any special meeting of the Members called for that purpose or by majority action of the Members who have acted by written response in lieu of a Meeting as permitted by these Bylaws; or
(ii) by the affirmative vote of a majority of the Directors then in office at any regular meeting of the Board or at any special meeting of the Board called for that purpose or by written instrument signed by all of the Directors as is permitted by these Bylaws, provided that the Directors shall not have any authority to adopt, amend or repeal any Bylaw if such new Bylaw or such amendment or the repeal of a Bylaw would be inconsistent with any Bylaw previously adopted by the Members.
13.3. Notwithstanding the foregoing provisions of this Section 13, there shall be no amendment to these Bylaws which shall abridge, amend or alter the rights of any Institutional Mortgagee without the prior written consent of such Institutional Mortgagee.
13.4. Any instrument amending, modifying, repealing or adding Bylaws shall identify the particular paragraph, paragraphs, section or sections affected and give the exact language of such modification, amendment or addition or of the provisions repealed. A copy of each such amendment, modification, repeal or addition attested to by the Secretary or Assistant Secretary of the Association shall be recorded amongst the Public Records of the County.
Section 14. Interpretation
In the case of any conflict between the Articles and these Bylaws, the Articles shall control.
SNELL ISLE PROPERTY OWNERS’ ASSOCIATION, INC., a Florida not-for-profit corporation By: , President Attest: Secretary