American Beach Property Owners’ Association, Inc.
Article I – Establishment/Office
The American Beach Property Owners’ Association, Inc. (as founded in 1982 and formed by the Directors of American Beach, Inc.) is hereinafter referred to as the Association and shall be governed, operated and administered in accordance with the provisions of its Articles of Incorporation and these by-laws and in accordance with any rules and regulations which may be promulgated to accomplish effectively the purpose of the Association. (ABPOA)
The principal office of the Association shall be in the geographic area of Fernandina Beach, County of Nassau, State of Florida. The Association may also have offices at such other places within or outside of the State of Florida as business of the Association may require.
Article II – Purpose
The purpose of the Association is to create, enhance, improve, promote, preserve, protect and perpetuate a healthy community for property owners of American Beach socially, economically, and aesthetically, and to do such other things as are incidental to the specific and general welfare of the American Beach Community as enunciated by the membership of the Association and its Board of Trustees.
Article III – Membership
Section 1) Membership in the Association shall be restricted to individuals, couples, groups, partnerships, and corporations who own property within the geographical area known as American Beach, on Amelia Island, in Nassau County Florida as defined by the Board of Trustees and approved by the membership. Any individual requesting membership into the organization will bear the burden of proof of property ownership when requested by the Board or Association membership. Any member may be removed or barred from attending membership meetings by a majority vote of the members present at any official meeting for cause.
As a prerequisite to the exercise of the full rights of membership, owners must pay annual dues established by the Association by December first of the year. Any member who has not paid dues by January first shall be delinquent and not eligible to vote nor actively participate on matters before the Association until such dues and the delinquent dues for the previous year, if any, are made current.
Section 2) Dues may be increased or decreased by majority vote of members present at the annual meeting.
Article IV – Meetings
Section 1) Board of Trustees. The Board of Trustees shall meet monthly at such time, place, date, hour and manner as designated by the Board of Trustees.
Section 2) Notice of Meetings. Notice of the time, place, date and hour of special board meetings shall be communicated to each Trustee orally, in writing or electronically at least 24 hours in advance of the meeting.
Section 3) Special Board Meetings. Special Meetings may be called by the president or by a majority of the directors then in office. The notice of any meeting need not specify the purpose of such in the notice.
Section 4) Annual Meeting. The annual meeting shall be held in the month of January each year. This is the business meeting of the Association and it is designed for reports of the officers to the membership on activities and accomplishments over the past year and the financial status of the Association.
Section 5) Tenure. All officers and trustees shall take office immediately upon their election. Elected officers shall serve for a term of two years or until their successors are elected and assume office.
Section 6) Nominations. A nominating committee of five (5) members, two (2) selected/elected by the Board of Trustees and three (3) elected by the membership at the third quarterly (August) meeting shall prepare a list of nominees to be presented at the fourth quarterly (November) meeting or in writing to each member during the month of December. Nominations may not be made from the floor at the election.
Section 7) Elections. Voting shall be by ballot and a majority of the votes cast shall be necessary for election. When there is but one nominee for office, that nominee shall be deemed elected.
Section 8) Special Membership Meetings. A special meeting of the membership may be called by a majority vote of the Board of Trustees or by a group of members equal to a majority of the members eligible to vote. Notice of such meeting by the Secretary shall be mailed to all members of the addresses as they appear on the membership roll at least 10 days, but not more than 30 days, before the scheduled date. Where there is only one nominee
No other business but that specified in the notice may be transacted at such special meetings.
Section 9) Membership Meeting. There shall be four meetings per year of the full membership. Additional meetings may be called by a majority vote of the Trustees when needed.
- Annual Meeting – January
- Spring Meeting – April
- Summer Meeting – August Note: The nominating Committee shall be established at this meeting.
- Winter Meeting – November Note: The Nominating Committee should report to the Trustees on nominations.
Official meetings are open to property owners only; non-property owners or visitors must be approved by the President for attendance.
Article – V- General Powers
Section 1) General Powers of the Association, property and other affairs, except as otherwise provided by law, shall be vested in, exercised, conducted, controlled and managed by the Board of Trustees. Any decision-making matters that come before the Association dealing with policy or otherwise will be referred to the Board.
Section 2) Composition. The Board of Trustees shall consist of not less than 3 nor more than 13 members. Officers of the Association shall continue in office until their successors are elected and qualified. After adoption of these by-laws, Trustees will be elected thereafter to terms of full two years.
Section 3) Vacancies. Vacancies in the ranks of the Trustees may be filled at any time by the remaining Trustees and submitted to the membership for approval at the next meeting of the membership.
Section 4) Attendance. Any Trustee who misses a majority of meetings within one year, without prior approval of the President, shall be subject to removal by a majority vote of the Board of Trustees.
Section 5) Resignation. Any Trustee may resign at any time orally or in writing by notifying the President and such resignation shall take effect at the time specified therein; and the acceptance of such resignation shall not be necessary to make it effective.
Article VI – Officers
Section 1) Officers. Officers of the Association shall be:
- Assistant Secretary
- Assistant Treasurer
The Association shall also have such other officers as the Board of Trustees shall from time to time designate with membership approval.
Duties of Officers
Section 1) President. The president shall preside at all meetings of the Association. He/she shall be the Chief Executive Officer of the Association. He/she shall sign all official documents or instruments of the Association as authorized by the Board of Trustees, shall make reports to the Board of Trustees and shall perform such other duties as are incidental to his/her office or are properly required of him/her by the Board of Trustees. He/she shall appoint members of standing committees and any other committees which may from time to time be created. The President shall act in the name of the corporation only on those matters assigned to him/her by the Board or membership and shall do nothing, in the name of the corporation, in conflict therewith.
Section 2) Vice President. In the absence of the President or in the event of his/her death, inability or refusal to act, the Vice President shall perform the duties of the President, and when so acting, shall have all the powers of the President and be subject to all the restrictions upon the President. The Vice President shall perform such duties as may be assigned by the Board of Trustees or delegated to him/her by the President.
Section 3) Secretary. The Secretary shall issue notices of all meetings as provided by these by-laws, shall keep or cause to be kept minutes of all meetings, shall have custody of the books and records of the Association and shall perform such other duties as re incidental to the office as properly required of him/her by the Board of Trustees. The Secretary shall be responsible for preparing all correspondence for the President’s signature that is directed by the Board or membership. The President shall approve the contents and form of any such correspondence. The Secretary shall also be the keeper of the Corporate Seal.
Section 4) Assistant Secretary. The Assistant Secretary shall take minutes of any Association meetings in the absence of the Secretary and assume all duties of the Secretary in his/her absence.
Section 5) Treasurer. The Treasurer shall have the care and custody of all the funds and securities of the Association and shall deposit said funds in the name of the Association in such bank or trust company as the Trustees and the membership elect. He/she shall, when duly authorized by the Trustees, sign and execute all contracts in the name of the Association when countersigned by the President. He/she shall sign all checks, drafts, notes and orders for payments disbursed for just demands for the duly authorized by the Board of Trustees. Proper vouchers for all receipts and disbursements shall be maintained and from time to time, as may be required by the Trustees or the membership, an account of all transactions of the Treasurer and of the financial condition of the Association must be provided. He/she shall cause an audit of the Association books at the direction of the Trustees. The Board of Trustees may require that Treasurer (and any other member who shall handle funds or securities of the Association) be bonded at the expense of the Association and in the amount designated by the Board of Trustees.
Section 6) Assistant Treasurer. The Assistant Treasurer shall assist the Treasurer in maintaining accurate records of receipts and disbursements and participate with assistance as directed by the Treasurer. In the absence, death or disability of the Treasurer, the Assistant Treasurer shall assume all the duties of the Treasurer with all the powers and restraints of the Treasurer. The Assistant Treasurer will be the led officer in development of an Association budget under the direction of the Treasurer.
Section 7) Parliamentarian. The Parliamentarian shall decide all procedural disputes occurring at meetings in accordance with Robert’s Rules of Order, Revised, except where in conflict with the By-laws. The Parliamentarian’s ruling on a procedural question shall be final and binding on all members for the conduct of business at any meeting where the ruling is given. Any ruling of the parliamentarian may be subject to review by the Board at its meeting following said ruling, or at a special meeting called for that purpose.
Section 8) Chaplain. The Chaplain shall be the spiritual leader of the corporation and shall open each meeting with a prayer for guidance.
Article VII – Standing Committees
Section 1) Standing Committees. The Association shall have the following standing committees which shall be appointed by the President, unless otherwise stated: Nominating Committee; By-laws Committee; Fund Raising Committee; Environment, Beautification & Management Committee; Public Relations Committee; Government Liaison Committee; and Planning Committee.
- Nominating Committee. The Nominating Committee shall consist of five (5) members of which two shall be selected by the Board of Trustees and three (3) selected by the membership. The committee shall be designated prior to October 1 of each year. The committee shall present its slate of nominees to the Board prior to the Winter Meeting. By-laws Committee. The By-laws Committee shall on its own, or at the direction of the President, Board of Trustees, or membership review and from time to time propose changes and amendments to the by-laws and Articles of Incorporation. Notice of the proposed changes and a ballot shall be sent to all members at least 30 days in advance of the date set for the vote.
- Fund Raising Committee. The Fun Raising Committee shall be responsible for planning and conducting activities designed to raise funds for the use of the Association, including the annual shrimp festival fund raiser. It shall submit to the membership at the annual meeting its plan for fund raising activities for the year and a proposed budget for each activity. Upon approval by the corporation, of an activity and a budget, the Chairman of the committee shall be authorized to withdraw from the Treasurer as much of the budgeted amount as needed to commence and complete the activity. The Chairman shall provide the Treasurer with documentation of receipts for all expenditures and the proceeds from the activity shall be receipted for same. At the next regular meeting of the Association, the Treasurer shall make a complete financial report of the activity.
- Environment, Beautification and Management Committee. This committee shall be responsible for making recommendations to the Association of ways of resolving environmental and other physical problems affecting American Beach and designing a plan for improving and maintaining the beauty and quality of life at American Beach. The committee shall also assume any other assignments from the Board of Trustees, President or membership.
- Public Relations Committee. This committee shall be responsible for developing a program or plan for increasing public awareness of American Beach and promoting a positive image of the area. It shall also assume other duties as may be from time to time conferred on it by the Board of Trustees, President, or membership.
- Government Liaison Committee. This committee shall work with the President in maintaining contact with regulatory agencies and other governmental agencies responsible for providing services to American Beach. The members, with the President, shall be available for appointments to governmental committees affecting American Beach, shall attend governmental commissions and committee meetings on behalf of the corporation on governmental actions and proposals that affect American Beach.
- Planning Committee. The Planning Committee is charged with the review of purpose, activities and accomplishments as they relate to the quality of life existing at American Beach. The committee shall propose plans to enhance and maintain an attractive image of life at the Beach.
- Membership Committee. The Membership Committee shall develop and promote plans to increase membership and involvement in ABPOA.
Article VIII – Quorum
Quorum – Board of Trustees. Unless otherwise provided in the certificate of incorporation, a majority of the entire Board of Trustee shall constitute a quorum for the transaction of business or any specific item of business.
Article IX – Miscellaneous
Section 1) Rules of Order. All meetings of the Association and it committees shall proceed in accordance with the rules set forth in Robert’s rules of Order, Revised, where such procedures are not inconsistent with the provisions of the by-laws or the Articles of Incorporation.
Section 2) Amendments to By-laws. These by-laws may be amended by the affirmative vote of at least 2/3 of the members of the Association provided, however, that a written copy of the proposed amendments to the by-laws have been sent to all members at least 30 days in advance with a ballot for their voting to be returned by a set specific date.
Section 3) Fiscal Year. The Association fiscal year shall commence January 1 of each year and end December 31 of the same year.
Section 4) Membership Roster. The Secretary shall keep and maintain a current roll of the membership.
Section 5) Order of Business. The Order of Business at all meetings of members shall be as follows:
- Call to Order
- Treasurer Report
- Committee Reports
- Unfinished Business
- New Business
- Announcements – Good & Welfare
- Or as otherwise approved by the Board
Section 7) Removal of Trustees. Any or all the Trustees may be removed from office or the Board for good cause after being notified in writing and being given an opportunity to be heard, by vote of 2/3 of the full membership present and voting or by action of a 2/3 majority of the Board of Trustee.