ABPOA Bylaws

BY-LAWS

AMERICAN BEACH PROPERTY OWNERS ASSOCIATION, INC.

MARCH 26, 2019

 

ARTICLE I - Establishment/Office

The American Beach Property Owners’ Association, Inc. (ABPOA) (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.

The principal office of the Association shall be in the geographic area of Amelia Island, Nassau County, Florida. The Association may also have offices at such other places within or outside of the State of Florida as the 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 this Association shall be restricted to owners of 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 president acting on behalf of the Board of Trustees. Any person, including members, may be removed or barred from attending meetings for cause.

As a prerequisite to the exercise of the full rights of membership, owners must pay annual dues, as established by the Association, by December 1st of each year. Any member who has not paid dues by January 1st shall be delinquent and not eligible to vote or actively participate in matters before the Association until such dues are made current.

Section 2. Dues may be increased or decreased by majority vote of members present at the annual meeting.

ARTICLE IV – Trustee Meetings

Section 1.  Board of Trustees. The Board of Trustees shall meet quarterly at such time, place, date and hour as designated by the Board of Trustees.

Section 2.  Notice of Meetings. Notice of time, place, date and hour of special board meetings shall be communicated to each Trustee orally or 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 trustees then in office. The notice of any meeting shall specify the purpose of such meeting in that notice.

Section 4.  Annual Meeting. Annual meetings of the members shall be held each year in the month of January. Notice of the meeting shall be given by the Secretary of the time, place and hour, not less than 30 days before such meeting. 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, the financial status of the Association, and the election of officers and trustees.

Section 5.  Tenure. All officers and trustees shall take office immediately upon their election. Elected officers shall serve for a term of two (2) years or until their successors are elected and assume office.

Section 6.  Nominations. A nominating committee of five (5) members, two (2) elected by the Board of Trustees and three (3) elected by the membership at the Spring meeting (April) shall prepare a list of nominees to be presented at the Summer meeting (August) and mailed to each member before the Annual Meeting. Nominations may not be made from the floor at the time of 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. Notice of such meeting shall be mailed to all members at the address appearing on the membership roll at least 10 days before the scheduled meeting. The notice shall state the date, time, place, and purpose of the special meeting. No other business except that specified in the notice may be transacted at such special meetings.

Section 9. Membership Meeting. There shall be three (3) meetings per year of the full membership. Official meetings are open to property owners only; nonproperty owners or visitors must be approved by the President for attendance. Notice of such meeting shall be given by the Secretary of the time, place and hour to all members as they appear on the membership roll not less than 30 days before such meeting. The meetings are as follows:

● Annual Meeting – January

● Spring Meeting – April

● Summer Meeting – August

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 issue coming before the Association relating to policy or otherwise shall be referred to the Board of Trustees for action.

Section 2. Composition. The Board of Trustees shall consist of not less than three (3) nor more than 13 members.

Section 3. Vacancies. Vacancies on the Board of 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 without prior announcement of good cause to the Board or its officers shall be subject to removal upon a majority vote of the remainder 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 and Duties

Section 1. Officers. Officers of the Association shall be:

● President

● Vice-President

● Secretary

● Treasurer

● Chaplin

● Parliamentarian

The Association shall have such other officers as the Board of Trustees shall from time to time designate.

Section 2. 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. He shall represent the Association before the Board of County Commissioners or other governmental entities unless the President designates said duties to other members. The President shall establish the  order of business or the agenda for each meeting as he/she determines necessary and appropriate. He shall be responsible for monitoring attendance of the trustees.

Section 3. 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. The Vice-President is authorized to co-sign checks written on behalf of the Association.

Section 4. 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 are incidental to the office as properly required of him/her by the Board of Trustees. The Secretary is authorized to co-sign checks written on behalf of the Association. The Secretary shall be responsible for preparing all correspondence for the President's signature as 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 5. Treasurer. The Treasurer shall have the care and custody of all of 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.

Section 6. 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 7. 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

The Association shall have the following standing committees: Executive Committee, Nominating Committee, By-Laws Committee, Event Planning Committee, and Landscape & Environment Committee.

a) Executive Committee. The Executive Committee shall consist of the President, Vice-President, Treasurer and Secretary. Its primary purpose is to advise and assist the President in budgeting matters, including development and preparation of a yearly budget, assisting the President in resolving issues appearing between the Board of Trustees meetings and emergency issues that may arise. All such decisions shall be reported to the Board of Trustees at its next meeting. The committee shall develop procedures and rules of operation of the association’s treasury. The committee shall devise and submit to the Board proposed rules and guidelines for the conduct of the financial affairs of the Association.

b) Nominating Committee. This Committee shall consist of five (5) members of which two (2) members shall be selected by the Board of Trustees and three (3) members by the membership. The Board of Trustees shall select its two (2) members for the Committee prior to the second membership meeting of each year. The membership shall select its three (3) members at the second membership meeting of the year. The Nominating Committee shall present to the membership at its Summer meeting a slate of nominees for Trustees and Officers at the Annual Meeting. The Nominating Committee shall also consider any vacancy of an unexpired term of Trustee for filing. Other nominations for Trustees and Officers may be made from the floor at the Summer meeting.

c) By-Laws Committee. The By-Laws Committee shall on its own, or at the direction of the Board of Trustees or membership, review and from time to time prepare changes and amendments to the By-Laws and Articles of Incorporation. Written notice of any proposed change shall be sent to all members at least 30 days in advance of the meeting in which the membership is scheduled to

vote on the proposal.

d) Event Planning Committee. This committee shall be responsible for planning and conducting activities designed to raise funds for the use of the Association. All events and plans shall be approved by the Board of Trustees. It shall submit to the membership at the annual meeting its plan for fundraising activities for the year and a proposed budget for each activity. Upon approval by the Association of an activity and a budget, the Chairman of the committee shall be authorized to withdraw from the treasury 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.

e) Landscape & Environment 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.

ARTICLE VIII – Miscellaneous

Section 1. Quorum – Board of Trustees. Unless otherwise provided in the certificate of incorporation, a majority of the entire Board of Trustees shall constitute a quorum for the transaction of business or any specific item of business.

Section 2.  Rules of Order. All meetings of the Association and its committees shall proceed in accordance with the rules set forth in the latest edition of 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 3.   Amendment of By-Laws. These By-Laws may be amended by the affirmative vote of a majority of the members present and participating at the meeting called to amend said By-Laws, provided that a copy of the proposed amendments have been sent to all members at least 30 days in advance of said meeting.

Section 4.   Fiscal Year. The Association’s fiscal year shall commence January 1 of each year and end December 31 of the same year.

Section 5.  Membership Roster. The Secretary shall keep and maintain a current roll of the membership.

Section 6.   Removal of Trustees. Any trustee 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 Trustees.

Section 7.  Confidentiality of Financial Information and Records. Financial information and records of persons doing business with the association from time to time shall be deemed confidential and treated as such.

Section 8.  Records and Equipment. All Association records and equipment being held or used by officers, trustees or members shall be returned to the Association immediately upon expiration of the term of office or termination of membership, or upon the demand of the Association.