September 10, 2014
Article I: Name and Mission
Section 1.1 The name of this not-for-profit corporation is The VHA organized under Chapter 617
of the Florida Statutes.
Section 1.2 The mission of the VHA is to enhance the residents’ enjoyment and pride of community
through compassion, advocacy, and education.
Article II: Governance
Section 2.1 These Bylaws shall be maintained by the VHA Board of Directors (hereafter
“Board”) and changes thereto be approved by the VHA membership at the Annual Membership
Section 2.2 In these Bylaws, the verb “shall” indicates a required action while the verb “may”
indicates an optional action.
Section 2.3 The fiscal year shall be the calendar year beginning on January first.
Article III: Membership
Section 3.1 The Board shall determine types of memberships, membership dues, the length of renewable
memberships, membership termination procedures, and circumstances under which membership
may be revoked.
Section 3.2 General Membership Meetings. Meetings of the VHA membership shall be at least two
times per year. The notice shall be provided to the membership by posting in official VHA
media such as The Villages Voice and/or the VHA website. Of these meetings, one shall be the
Annual Membership Meeting.
Section 3.3 Annual Membership Meeting. The annual meeting of the VHA membership shall be held
in December. The purpose of this meeting shall be to elect Directors-at-Large whose
are open for election and transact such other business as may be brought before it. Notice of
and place of the annual meeting shall be given to all members by posting a notice in official VHA
media such as the VHA website and/or The Villages Voice not less than ten days before the date
of the meeting.
Section 3.4 Special Membership Meetings. Special meetings of the membership may be called by
a majority Board vote or by petition of fifteen percent of the affected membership. 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 the date, time, place and purpose for which the meeting is being called shall be delivered
to each affected member no less than ten days before the date of the meeting. Such notice
is deemed to have been delivered by posting in official VHA media.
Section 3.5 Quorum. Members present at membership meetings shall constitute a quorum and
majority vote shall rule on all matters.
Section 3.6 Conduct of Meetings. All meetings shall be conducted as stated in these Bylaws
following the current provisions of Robert’s Rules of Order.
Article IV: VHA Officers
Section 4.1 The Officers of the VHA shall be the President and the Executive Vice President.
Section 4.2 The President and Executive Vice President shall be elected by the Board when an
election is required by term limits.
Section 4.3 The Secretary and Treasurer shall be appointed by the President and they are
Board members with the same responsibilities and privileges as Directors at Large.
Section 4.4 Election process, terms of office, duties, removal and vacancy procedures are as
determined by the Board.
Section 4.5 Any member who is an elected Supervisor of a Villages Community Development
District (CDD) Board cannot be elected as the VHA President or Executive Vice President.
Article V: Board of Directors
Section 5.1. Authority. The Board shall act in accordance with the VHA’s Articles of
Incorporation and these Bylaws in its duty as the governing body of the VHA.
Section 5.2. Composition. The Board shall be composed of the Vice Presidents of North,
Central, and South Areas, Regional Directors, Directors-at-Large whose number shall be determined
by the Board, and appointed Directors.
Section 5.3. Qualifications. To be eligible to serve on the Board, a person must be a VHA
Regular Member in good standing, and must not be an employee or agent of the Developer’s
Corporation, or any of its subsidiaries or related entities, or of the Villages Community
Development Districts staff.
Section 5.4. Functions. The Board shall determine the Board members’ terms in office, election requirements
, frequency of meetings, and voting procedures.
Article VI: VHA Regions
Section 6.1 The Board shall create any number of VHA Regions, each typically consistent with a
Villages Numbered CDD, including the Lady Lake/Lake County area of The Villages, to
represent the specific needs of the VHA’s members in all geographic areas.
Section 6.2 The Regions are consolidated into North, Central, and South Areas. The leadership of such Areas shall be VHA Vice Presidents each of whom shall be voting members of the
Section 6.3 The Board shall determine the terms of office of the Vice Presidents and the
Article VII: Neighborhood Representatives
Section 7.1 The Board shall assist the Regional Directors in promoting and maintaining a robust
Neighborhood Representatives Program.
Section 7.2 Recognizing the importance of the Neighborhood Representatives Program, the
is to have a Representative assigned and active for every Village and Villa neighborhood.
Section 7.3. Training and involvement of the Neighborhood Representatives shall be a priority
task recognizing that the Representatives provide initial and continuing contact with VHA
members, potential members, and Villagers in general.
Section 7.4 The Board shall determine the required management and training of the
Article VIII: VHA Records
Section 8.1 Report to Members. The President shall publish in official VHA media such as The
Villages Voice or the VHA website the annual report of the VHA within three months after the
end of the fiscal year. This report shall include a summary of the activities and events of the
year, Income and Expense information for the fiscal year as of the close of the previous fiscal
Section 8.2 Inspection of Records. Any member in good standing may, upon request, examine
the relevant VHA records.
Section 8.3 Audit. A review of the VHA financial records shall be conducted by the Audit
Committee within 90 days of the close of each fiscal year and on the occasion of the change in
Article IX: Amendments
Section 9.1 Amendments to these Bylaws can be proposed by any member in good standing.
Section 9.2 The draft amendment shall be submitted to the Board. The Board shall place the
proposed amendment on the agenda for the next Annual meeting, recommend a special
for the purpose of resolving the amendment, or reject the amendment due its inapplicability.
Section 9.3 The proposer shall be kept informed of the progress of the proposed amendment at