|
THE VILLAGES HOMEOWNERS ASSOCIATION, INC.
OF LAKE/MARION/SUMTER
BY-LAWS
ARTICLE I
Preface
The name of the Association is "The Villages Homeowners Association, Inc., of Lake/Marion/Sumter (hereafter the "Association"). The Association's principal place of business shall be in The Villages, Florida, and the address is 1104 Main Street, The Villages, Florida 32159. The fiscal year will commence on March 1st of each year.
ARTICLE II
Purpose
The Association is a "non-profit corporation" organized under Chapter 617, Florida Statutes. The specific purposes of the Association include, but are not limited, to the following:
(1) To promote and foster good will amongst all the residents of the residential community known as "The Villages".
(2) To encourage a harmonious relationship and better communication between The Villages of Lake-Marion-Sumter, Inc. (hereafter the "Developer"), the various Villages Community Development Districts and any other governmental entity whose policies, actions or decisions affect The Villages and its residents.
(3) To serve as a constructive and reasonable voice in dealing with resident, developer and governmental issues.
(4) To act as a negotiator for the membership of the association in matters that are so voted by the members and/or board of directors.
(5) To serve as an educational, as well as a social stimulus, to its members.
(6) To exercise all rights and powers conferred by the State of Florida upon non-profit corporations.
ARTICLE III
Dues and Membership
Section 3.1. Qualification. Membership in the Association is open to all individuals who own residential properties in The Villages, and their immediate relatives who permanently reside in the household, who desire to join and participate in the Association's activities, subject to the Association's Articles of Incorporation and By-laws.
Section 3.2. Dues. Membership dues are initially set at Twelve Dollars ($12.00) every two years, per household, or a lifetime membership for Sixty Dollars ($60.00). Membership in the Association will be effective starting with the first day of the month in which the dues are paid and shall expire on the second anniversary of the effective date of membership unless otherwise renewed or revoked. Any change in the annual dues will be proposed and approved by the Board of Directors
Section 3.3. Vote. Each household of members in good standing shall be entitled to one vote on all matters that come before the membership, election of Administrative and Regional Directors, and any amendments to the Association's Articles of Incorporation or By-laws.
Section 3.4. Expiration of Membership. The Membership Chairperson will notify members of the expiration date of their membership. Any member wishing to withdraw from the Association may do so by written notice to the Board of Directors and their names will be removed from the rolls forthwith, however, no dues or portion of dues will be refunded. An area representative may call on member(s) whose dues are delinquent regarding possible reinstatement.
ARTICLE IV
Receipts and Expenditures
Section 4.1. Receipts of the Association may be from membership dues and other sources and shall be used by the Board of Directors to pay any expenses incurred by the Association.
Section 4.2. All proposed expenditures in excess of Three Hundred Dollars ($300.00) other than normal and ordinary operating expenditures must first be presented to the Board of Directors for their approval. The Treasurer shall, in the official books, record all receipts and expenditures by or on behalf of the Association and no separate financial endeavors shall be permitted without the approval of the Board.
Section 4.3. From time to time, as required, the Board may contract special services required in directing the business of the Association. This will be done on a business contractual basis and not on an employee basis. Appropriate IRS regulations will be followed.
Article V
Administrative Board of Directors
Section 5.1. Function. All corporate powers shall be exercised by or under the authority of, and the affairs and the business of the Association shall be managed under the direction of, the Administrative Board of Directors in accordance with the Association's Articles of Incorporation and By-laws. The Administrative Board shall periodically meet, and negotiate on behalf of the membership, with the Developer or other governmental entities on matters of concern and interest to the Association and its members and conduct any other business of the Association (including By-law housekeeping changes).
Section 5.2. Qualification of Administrative Board Members. In order to be eligible to serve on the Administrative Board of Directors, a person must be a member of the Association in good standing, must not be an employee or agent of the Developer or any of its subsidiaries or related entities or of any governmental entity in a policy making position. A person who is an elected official of any governmental entity can be a member of the Administration Board but cannot be appointed or elected to the Executive Board.
Section 5.3. Number. The Administrative Board of Directors shall be comprised of nine (9) At-Large Directors and one Regional Representative Director appointed from each of the Association's Regional Boards. The number of At-Large Directors may change from time to time, as deemed necessary by the Administrative Board, by majority vote.
Section 5.4. Election of Administrative At-Large Directors. For the purpose of electing the At-Large Directors, a nominating committee will be established. Elections of the At-Large Directors will be by the members and shall occur at the annual membership meeting in March of each year to fill the expired terms. Each At-Large Director Seat shall be numbered sequentially. Odd numbered At-Large Director Seats shall be elected in odd years and even numbered At-Large Director Seats shall be elected in even years.
Section 5.5. Appointment of Regional Representative Directors. There shall be one Regional Representative Director appointed from each of the Association's Regional Boards.
Section 5.6. Term Limits. All Administrative Directors' terms of office will be for two (2) years. Membership in the Administrative Board of Directors is limited to four consecutive years. After a two (2) year absence, former Administrative Directors may return to the Administrative Board either by appointment or by election. Term limits do not apply to the Secretary or Treasurer.
Section 5.7. Vacancies. Should a vacancy occur on the Administrative Board between annual elections for any reason, the Administrative Board of Directors shall appoint a replacement by majority vote. The newly appointed Director shall serve the remainder of the vacating Director's unexpired term.
Section 5.8. Duties of Administrative Directors. All Administrative Directors will be expected to attend the following meetings:
- Regular and Special Administrative Board meetings
- Board/Rep meetings
- General membership meetings
- Welcome social
- Meetings with the Developer or with other governmental entities.
Section 5.9. Removal. Should any Administrative Director fail to satisfactorily meet the duties of Administrative Directors without presenting an acceptable excuse to the Board, he/she will be removed from the Board by majority vote of the Administrative Board. Any Director can be removed from office by a majority vote of the membership at any special or general meeting called and conducted pursuant to the provisions of the By-laws.
Section 5.10. Executive Committee. An Executive Committee of the Administrative Board of Directors will have general supervision of the Association between regular meetings of the Administrative Board of Directors. The Executive Committee shall be subject to the orders of the Administrative Board of Directors, and none of its acts shall conflict with the Association's Articles of Incorporation or By-Laws or specific actions of the Board of Directors. Membership of the Executive Committee shall be the President, Vice President, Secretary and Treasurer.
Section 5.11. Meetings of the Administrative Board. The Administrative Board of Directors shall meet at least four (4) times per year. Notice of the time and place of the meetings shall be posted in the VHA newsletter at least one week in advance of the meeting. Any member of the Association in good standing may attend the meeting. Members may observe the proceedings, but may not enter into the discussions unless recognized by the Chair.
Section 5.12. Quorum and Voting. A majority of the Administrative Board Members then serving shall constitute a quorum for the purpose of conducting or transacting any business of the Association or the Administrative Board. The act of a majority of the Directors at a meeting at which a quorum is present shall be the act of the Administrative Board of Directors.
Article VI
Officers of Association
Section 6.1. Officers. The Officers of the Association shall consist of a President, Vice President, Secretary, and a Treasurer, each of whom shall be elected from among the At-Large Directors by the incumbent and newly elected Directors immediately after the annual Membership Meeting. All Officers will assume their elected position immediately following their election, and shall serve until their successors are chosen and qualify. Other officers or assistant officers may be appointed, as the Administrative Board of Directors deems necessary.
Section 6.2. Qualification of Officers. Only At-Large Directors of the Administrative Board may serve as officers of the Association.
Section 6.3. Duties of Officers.
(A) President. The President will preside at all meetings of the Association and the Administrative Board of Directors. He/she will be responsible for (1) establishing meetings between the Administrative Board and any other governmental entities (2) meeting with the Administrative Board of Directors on the business of the Association, (3) approving reimbursements not to exceed Three Hundred Dollars ($300.00) for expenses incurred in the operation of the Association's business, and (4) performing any other duties that may pertain to the office. At the end of his/her term, the President shall continue to serve as a non-voting member of the Board of Directors and will serve in that capacity until the next Presidential election
(B) Vice President. The Vice President will preside at all meetings in the absence of the President and assist the President in the duties of his/her office. He/she will be an ex-officio member of all standing committees. He/she will participate in all meetings of the Administrative Board of Directors. In the event the President is unable to perform the duties of the office, the Vice President shall assume those duties. He/she will sign or countersign all checks issued by the Association in the absence of the Treasurer.
(C) Secretary. The Secretary shall keep minutes of all meetings of the Administrative Board of Directors and meetings of the Membership. Minutes of membership meetings will be presented to the Board of Directors and members by publishing in the VHA Newsletter for their approval at the next membership meeting. He/she will sign or countersign all checks issued by the Association in the absence of the Vice President or the Treasurer.
(D) Treasurer. The Treasurer will (1) maintain the financial records of the Association, (2) prepare a financial statement showing all receipts and disbursements and the current balance to be presented to the Board of Directors and to the membership by publishing in the VHA Newsletter, (3) maintain a petty cash fund not to exceed Five Hundred Dollars ($500.00) (4) Pay all expenditures in excess of $300.00, other than normal and ordinary operating expenditures, by check; countersigned by either the Vice President or Secretary, (5) receive all monies for membership dues from the Membership Chairman, and (6) present the financial records for audit at the end of the fiscal year to the Auditing Committee.
Section 6.4. Term of Officers. All terms of Officers shall be for one (1) year. The terms of the President and Vice President are limited to two (2), one (1) year terms during a Director's four-year term limit on the Administrative Board of Directors. .
Section 6.5. Removal of Officers. The Administrative Board may remove any Officer or agent elected or appointed by the Administrative Board by majority vote whenever in its judgment the best interests of the Association are served thereby.
Section 6.7. Vacancy of Office. If a vacancy in any office occurs for any reason, the Administrative Board of Directors may fill that vacancy with a qualifying person, by majority vote, for the unexpired portion of the term.
ARTICLE VII
Regional Boards
Section 7.1. Creation of Regional Boards. The Administrative Board shall have the power to create any number of Regional Boards to represent the specific regional needs of the Association's members. The different Regional Boards will represent different geographic areas of The Villages and will be identified as follows:
Lake Includes all residential properties located in Lake County, east of Highway 441/27.
Region 1 - Includes all residential properties located in VCDD # 1.
Region 2 - Includes all residential properties located in VCDD # 2.
Region 3 - Includes all residential properties located in VCDD # 3.
Region 4 - Includes all residential properties located in VCDD # 4.
Region 5 - Includes all residential properties located in VCDD # 5.
Region 6 - Includes all residential properties located in VCDD #6
Region 7 - Includes all residential properties located in VCDD #7
The Administrative Board by majority vote shall have the discretion to add new Regional Boards as The Villages community grows, and to amend the manner in which the Regional Boards are numbered or divided, to include consolidation of Regions, in order to maintain consistency with the VCDD's.
Section 7.2. Purpose. Each Regional Board will manage the business affairs of its region in accordance with the Articles of Incorporation and the By-laws of the Association. Each Regional Boards will meet from time to time with a representative of the local governmental entities on matters of concern and interest to the membership.
Section 7.3. Qualification of Regional Board Members. In order to be eligible to serve on any Regional Board of Directors, a person must be a member of the Association in good standing and own and reside in residential property within that Regional Board's defined geographic area, must not be an employee or agent of the Developer or any of its subsidiaries or related entities, or of any local governmental entity in a policy making position,
Section 7.4. Number of Regional Board Members. Each Regional Board shall have three members.
Section 7.5. Election and Term of Regional Board Members. Whenever a new Regional Board is initially formed, the Administrative Board of Directors shall initially appoint the three initial Regional Board Members, two Members for one-year appointments and one Member for a two-year appointment. Thereafter, the members of each Region shall elect its Regional Board Members, by majority vote, as positions become vacant. Each Regional Board Member shall thereafter serve a term of two (2) years.
Section 7.6. Vacancies of Regional Board Members. Should a vacancy occur on any Regional Board between annual elections for any reason, that Regional Board shall appoint a replacement by majority vote. The newly appointed Regional Board Member shall serve the remainder of the vacating Board Member's unexpired term.
Section 7.7. Quorum and Voting. A majority number of Regional Board Members fixed by these by-laws shall constitute a quorum for the transaction of Regional business. The act of the majority of the Regional Board Members present at a meeting at which a quorum is present shall be the act of the Regional Board.
Section 7.8. Removal of Regional Board Members. At a Regional Member or Board meeting called expressly for that purpose, any Regional Board Member may be removed from the Regional Board with or without cause, by a majority vote. Also, the Administrative Board may remove with or without cause any Regional Board Member.
Section 7.9. Officers of Regional Boards. Each Regional Board shall have Regional Officers consisting of a Chairperson, Vice Chairperson and a Secretary. The Regional Board shall select these officer positions.
Section 7.10. Duties of Regional Officers
(A) Chairperson. The Chairperson of a Regional Board will preside at all The Regional meetings of that region. He/She will be responsible for (1) meeting with the regional governmental entities, (2) meeting with the Regional Board of Directors on the business of the Association, (3) performing any other duties that may pertain to the office.
(B) The Vice Chairperson will preside at all meetings in the absence of the Chairperson and assist the Chairperson in the duties of his/her office. He/she will be an ex-officio member of all standing committees that may be established by the Regional Board. He/she will participate in all meetings of the Regional Board of Directors. In the event the Chairperson is unable to perform the duties of the office, the Vice Chairperson shall assume those duties.
(C) Secretary. The Secretary shall keep minutes of all Regional Board and membership meetings. Minutes of membership meetings will be presented to the Regional Board of Directors and members by publishing in the VHA Newsletter for their approval at the next membership meeting. He/she will prepare an annual financial budget.
(E) General Duties of the Regional Board. The Regional Board's duties shall include, but shall not be limited to, the following responsibilities
1. Coordinate communications and information between the Regional Board and
the Neighborhood Representatives within their region.
.
2. Provide the Neighborhood Representatives guidance in answering
questions raised by members in their respective area.
3. Appoint Neighborhood Representatives.
4. Conduct a performance assessment of each Neighborhood Representative and
determine whether each should be retained or replaced.
5. Insure that Neighborhood Representatives have an opportunity to provide input to the Board
6. See that Neighborhood Representatives are supplied with materials like cards,
forms
7. Appoint a Regional Representative to serve on the Administrative Board.
8. See Section 7.2.
Section 7.11. Regional Representatives to the Administrative Board. Each Regional Board shall appoint a member in good standing from within its region to serve as its Regional Representative to the Administrative Board. Each Regional Representative shall sit on the Administrative Board of Directors and shall represent his or her Region's interests on the Administrative Board.
ARTICLE VIII
Full Association Membership Meetings
Section 8.1. General Membership Meetings. Meetings of the entire membership of the Association shall be held at least four (4) times per year, at a time and place to be set by the Administrative Board and notice thereof duly listed in the VHA Newsletter.
Section 8.2. Special Membership Meetings. Special meetings of the membership may be called by a majority of the Administrative Board of Directors or by petition of fifteen percent (15%) of the current member households. The purpose of the special meeting shall be stated in the notice or petition and may only include purposes, which are lawful and proper for the membership to consider.
Notice of a special meeting stating date, time, place and purpose for which the meeting is being called will be delivered to each member of the Association no less than ten (10) days before the date of the meeting. Such notice is deemed to have been delivered when published in the VHA Newsletter.
Section 8.3. Annual Full Association Membership Meeting. The annual meeting of the entire membership of the Association shall be held on the second Wednesday of the month of March and shall be open to its members in good standing. The purpose of this meeting will be to elect At-Large Directors whose offices are open for election, vote on any proposed changes to the Charter or By-laws, including any proposed adjustment to the annual membership dues and to transact such other business as may be brought before it (see section 5.1) Notice of time and place of the annual meeting will be given to all members by publication in the VHA Newsletter.
Section 4. Membership. The Membership Chairperson shall prepare, by the First of the month in which the meeting is to be held, a complete list of membership households eligible to vote at such a meeting. The list will be available at the meeting and any member shall be entitled to inspect the same.
Section 8.5. Quorum. Members present at membership meetings shall constitute a quorum and a majority vote will rule on all matters.
Section 8.6. Roberts Rules of Order. All meetings shall be conducted as provided in these By-Laws. All approved By-Law changes will take effect on the first day of the following month. In the absence of a provision to the contrary, latest Robert's Rules of Order shall be followed.
Article IX
Regional Membership Meetings
Section 9.1. Regular Regional Membership Meetings. Each Region shall hold regular Regional Membership meetings at least four times annually, the time and place to be set by the Regional Board of Directors, and notice thereof duly listed in the VHA Newsletter.
Section 9.2. Special Regional Membership Meetings. Special meetings of the Regional membership may be called by a majority of the Regional Board of Directors or by petition of fifteen percent (15%) of the current member households in the region. The purpose of the special meeting shall be stated in the notice or petition and may only include purposes, which are lawful and proper for the membership to consider.
Notice of a special regional meeting stating date, time, place and purpose for which the meeting is being called will be published in the VHA Newsletter no less than ten (10) days before the date of the meeting.
Section 9.3. Annual Meeting of the Regional Members for the Purpose of Elections. The annual meeting of the Regional members of the Association shall be held at a date and time set by the Regional Board and shall be open to its members in good standing. The purpose of this meeting will be to elect Regional Directors whose offices are open for election and to transact such other business as may be brought before it.
Notice of time and place of the annual meeting will be given to all members by publication in the VHA Newsletter.
ARTICLE X
Voting
Section 10.1. Eligibility. To be eligible to vote, the member must be a member of the Association in good standing. Before receiving any ballot, the member must present an Association Membership Card and a Villages ID Card.
Section 10.2. Method of Voting. The voting on election of Directors, amendments to the Bylaws or Charter, and any issue submitted to the entire membership requiring a ballot, shall require a majority of members present, voting by ballot, in person. Voting on ordinary business will be by show of hands, if the Chair is in doubt, a standing vote will then be taken. A majority vote of the members present shall rule.
Section 10.3. Voting Information. Information on any issues to be voted upon in addition to the name of all nominees for each office to be filled and any amendments to the By-Laws or Charter will be
published in the VHA Newsletter in advance of the ballot.
Section 10.4. An alphabetized list of members eligible to vote will be provided at the annual meeting and any special meeting at which a vote requiring a quorum is to be taken. The list will be compiled based upon new and renewed memberships received no later than the first of the month in which the vote is to be taken. This list shall be made available for inspection by members and shall be used by the Election Committee to determine the validity of all ballots cast.
ARTICLE XI
Election and Nominating Committee
Section 11.1. At the October General Membership meeting, the President shall appoint three (3) Association members in good standing to serve as a Nominating Committee. The members will also serve as the Election Committee at the member's annual meeting when At-Large Directors will be voted on. No member accepting appointment to the Election/Nominating Committee shall be eligible to run for any elected position while serving in that capacity.
Section 11.2. The Nominating Committee will bring forth to the membership at the January General Membership meeting the name of a candidate for each At-Large Director position whose term expires and is open for election. After the Committee makes its nominations to the membership, the meeting will be open for nominations from the floor. Candidates nominated must accept in person, or if unable to attend the meeting, have submitted in writing to the Secretary his/her intent to run for office to which he/she is being nominated. The names of all candidates duly nominated will be placed on the ballot to be voted upon by the members at the annual General Membership meeting.
Section 11.3. The Election Committee will be responsible for the following: (1) counting the votes cast by ballot for the vacant offices or propositions at issue, (2) preparing a report for the membership giving the results of the election. The report shall include the number of members present at the meeting, number of ballots cast, and the names of the Directors elected. Should there be a tie vote in any position, the Election committee will announce that a run-off election will be held. The incumbent Administrative Board of Directors will determine the date, time and place of any run-off elections.
ARTICLE XII
Committees
Section 12.1. Standing Committees. There shall be five (5) standing committees:
(1) Ways and Means
(2) Membership
(3) Communications and Publicity
(4) Program and Activities
Section 12.2. Membership Chairperson. The Membership Committee will (1) collect all membership dues and notify delinquent members of any arrearages; (2) maintain updated membership rolls; (3) distribute the membership cards; and, (3) report the membership status to the Administrative Board of Directors at the monthly Administrative Board meeting; (4) Report the membership status to the Administrative Board of Directors at the monthly Administrative Board meetings.
Section 12.3. Other Committees. In addition to the standing committees, the Board of Directors may, from time to time, appoint such other committees, as conditions require.
ARTICLE XIII
Books and Records
Section 13.1. Reports to Members. The Board of Directors shall publish in the VHA Newsletter an annual report of the Association not later than three months after the close of the fiscal year. Such report shall include a balance sheet as of the close of the fiscal year and a revenue and disbursement statement for the year.
Section 13.2. Inspection of Records. Any person of a member household on behalf of such household, may, upon written request, examine the relevant books of the Association at any reasonable time.
Section 13.3. Review of Records. The review of the Treasurer's financial records of the Association will be conducted by the Auditing Committee at the end of each fiscal year and at the change of Treasurer.
ARTICLE XIV
Neighborhood Representatives
Section 14.1. Duties and Responsibilities. Each Regional Board shall appoint a sufficient number of Neighborhood Representatives for each village and villas within their Region as deemed necessary. Neighborhood Representatives shall have the following, but not limited to, responsibilities:
(A) Conduct a continuing membership drive within the respective area they represent.
(B) Serve as liaison for their respective area to the Regional Board and with other villages and villas.
(C) Carry out assignments given by the Regional Board and serve on various committees as appointed.
(D) Provide the primary communications link between the Regional Board and the Region's membership.
(E) Attend general and Regional membership meetings and assist as needed. Attend all board/rep meetings to report on matters of concern in representative's area.
Changes and additions to responsibilities will be determined as needed by the Board and Area Facilitators. Representatives not meeting the requirements without an acceptable excuse are subject to termination.
Section 14.2. Qualification of Neighborhood Representative. To be eligible to be a Neighborhood Representative, a person must be a member in good standing, must be a resident of the neighborhood and may not be an employee or agent of the Developer, any of its subsidiaries or related entities or any local governmental entity in a policy-making position.
Section 14.3. Terms of Office. Candidates for the position of Neighborhood Representatives shall submit a resume to their Regional Board and after being interviewed and advised of the duties and responsibilities of the position, shall be considered by the Board for the position of Neighborhood Representative. Those appointed shall serve on a continuing basis until they resign or are removed by the action of the Board
ARTICLE XV
Resident/Developer Issues
Section 15.1. Any member who has a problem or complaint concerning his property, amenities, services or any facility in The Villages may ask for assistance from the Association, providing he/she has been unable to reach a solution. A written request of assistance, signed by the member, must be presented to the Member's Neighborhood Representative, who will then investigate the problem and present the letter to the Board along with his/her recommendations.
Section 15.2. Any issue, when requested by a vote of the Board of Directors or fifteen percent (15%) of current member households, shall be voted upon by a ballot. A majority of the members in attendance will rule.
Section 15.3. The Association will represent its membership households when negotiating with another entity to resolve a grievance.
ARTICLE XVI
Nonprofit Operation
The Corporation will not have or issue shares of stock. No dividends will be paid. No part of the income or assets of the Corporation will be distributed to its members, directors, functions, or activities of the Corporation. The Corporation may contract in due course with its members, directors or officers without violating this provision.
ARTICLE XVII
Indemnification and Liability
The Association shall indemnify each officer and director of the Administrative Board, Regional boards and Neighborhood Representatives to the full extent permitted by the Florida General Corporation Act and the Florida Not for Profit Corporation Act.
No individual member, officer or director of the Corporation shall be liable for debts, liabilities or obligations of the Corporation.
Revised March, 2009
|