PLANTATION COUNTRY CLUB ESTATES HOMEOWNERS ASSOCIATION, INC. d/b/a
PLANTATION COUNTRY CLUB ESTATES NEIGHBORHOOD GROUP
BY-LAWS (as amended July 2005)
The name of the corporation shall be called Plantation Country Club Estates Homeowners Association, Inc.
The principle office of the corporation is located in Broward County, State of Florida.
The Board of Directors may change the principle office from one location to another within the named county by noting the changed address and effective date below, and such changes of address shall not be deemed, nor required, an amendment of these by-laws.
Section 4. Other Offices
The corporation may also have offices at such other places within its state of incorporation, where it is qualified to do business, as the Board of Directors may, from time to time, designate.
Section 1. Objective & Purpose
Increase the quality of life with improved recreation for children. Increase property values through infrastructure and beautification and to act on selected governmental issues that affect the quality of life in our community.
To promote a forum for sharing and communicating information to all members within Plantation Country Club Estates area, including information from city, county, state, and federal governments.
Section 1. IRS Section 501(C)(3) Purposes
This corporation is not organized for profit, and no part of the net earnings, if any, shall go for the benefit of any individual person, firm or corporation who are not exempt organizations under Section 501(C)(3) of the Internal Revenue Code.
Upon the dissolution of the corporation, all of its assets remaining after payment of all costs of such dissolution shall be distributed for one or more exempt purposes within the meaning of Section 501(C)(3) of the Internal Revenue Code or shall be distributed to such organizations provided it is still in existence. None of the assets shall be distributed to any member of this corporation. Such distribution shall be made in accordance with the applicable provisions of the laws of this state.
The corporation shall have only one class of members. No member shall hold more than one membership in the corporation. A qualified voting member shall cast one vote. Except as expressly provided in or authorized by the Articles of Incorporation, the bylaws of this corporation, or provisions of law, all membership shall have the same rights, privileges, restrictions, and conditions.
The membership of the corporation shall consist of persons who are residents or owners of real estate in Plantation Country Club Estates area having made application in the manner provided in the bylaws.
Section 3 Dues, Fees, and Votes.
The following dues, fees, and votes shall apply to membership in the corporation:
(A) Filing Fee ....... None
(B) Annual Dues .......... $24.00 per household. $50.00 per business. The annual dues payable to the corporation shall be per household or business. The annual dues are for the fiscal year Sept 1 to Aug 30. Dues must be paid for the year by the September meeting in order to cast a vote. Dues may be prorated at a rate of $2.00 per month.
(C) Each paid household or business is qualified as a voting member and is entitled to cast one vote for each of 2 adults living in the home.
There is no limit on the number of members the corporation may admit.
The corporation shall keep a membership book containing the name and address of each member. Termination of the membership of any member shall be recorded in the book, together with the date of termination. Such book shall be kept at the corporation's principle address, or another place as directed by the board of directors.
A member of this corporation is not, as such, personally liable for the debts, liabilities, or obligations of the corporation.
No member may transfer a membership or any right arising there from. Membership shall terminate upon the occurrence of any of the following events:
A) Upon a members notice of termination delivered to the Secretary or to the President, personally or by mail, such membership to terminate upon the date of delivery.
B) Upon the failure to pay the proper dues, the membership shall expire on the last day of the fiscal year.
The Board Of Directors shall consist of the elected officers and 15 elected directors. Elected directors shall be elected by the majority of the voting membership by ballot only, at the annual meeting for a staggered term of two years or until their successors have been elected and qualified. The Board shall appoint additional board members, as they deem necessary, to carry on the work of the corporation. The term of the appointed board members shall be one year and shall expire at the end of the next annual meeting.
The Board of Directors shall have full charge of the property and business of the corporation with full power to manage and conduct same, subject to the instruction of the general membership. It shall plan and direct the work necessary to carry out the programs and initiatives adopted at the annual meeting. It shall create and designate such special committees, as it deem necessary. It shall also elect its president, vice-president (s) as many as it feels necessary, its Treasurer, its Secretary, and any other position it feels it needs to handle the work of the corporation. The Board shall also assign the workload to each of its officers and committee heads.
The President presides at all meetings of the Board and performs other duties as directed by law, the Board, the membership, or as required by these bylaws. The President is responsible for the orderly conduct of all board meetings, and enforces the order of business and the conduct of meetings. The president appoints board committees and can call special meetings. If the President is absent, the vice president will preside at the meeting.
No person shall be elected or appointed or shall continue to serve as an officer or director of this corporation unless he or she is a voting member in good standing for a period of one year.
Any director may be removed at any time, either with or without cause by a 2/3 vote by the Board whenever in its best judgment the best interest of the corporation be served, but such removal be made without prejudice. Any director who misses 3 consecutive Board meetings within the calendar year without legitimate reasons will disqualify himself/herself as a director. Any Director may resign at any time by giving written notice to the President or the Secretary of the corporation. Any such resignation shall take effect at the date of receipt of such notice or at any later date specified therein, and, unless specified otherwise therein, the acceptance of such resignation shall not be necessary to make it effective.
In the event of vacancies caused by death, resignation, removal, disqualification, or otherwise, such vacancies shall be temporarily filled by a majority vote of the Board for the remaining term or until the next election.
There shall be at least 8 required meetings of the Board annually. The President may call a special meeting and shall call a special meeting upon written request of 5 members of the Board with at least 5 days notice.
5 Board members shall constitute a Quorum.
The officers of the corporation shall be a president, one or more vice-presidents, one or more secretaries, and a treasurer.
Officers shall be chosen annually for a one-year term, ending at the conclusion of the annual meeting. All retiring officers shall, after the installation of their replacement, deliver to him/her all complete and accurate records and materials of the office. After the annual election, the Board shall elect various directors as officers.
Same as specified in Article 4 Section 5.
Same as specified in Article 4 Section 6.
Section 5. Duties of the President.
Specified in Article 4 Section 3.
In the absence of the President, or in the event of his/her death, inability, or refusal to act, the Vice-President shall perform all the duties of the president, and when acting shall have all the powers of, and be subject to all the restrictions on, the President. The Vice-President shall perform such other duties as may be assigned by the President, or the Board. If there is more than one Vice-President, each shall succeed to the duties of the President in order of ranks as determined by the Board.
Section 7. Duties of the Secretary.
The secretary shall keep at the principle office of the corporation, or at other places the Board may approve, a book of minutes of all Board meetings, and a book of minutes of all membership meetings. The secretary shall see that all notices are duly given in accordance with the provisions of these bylaws or as required by law. The secretary shall be the custodian of the corporate records and seal, and affix the seal as required by law. The secretary shall also keep the original copy of these bylaws, as amended, or otherwise altered to date. In general, perform all duties incident of the office of Secretary and such other duties as may be required by law, by the Articles of Incorporation, or by these Bylaws, or which may be assigned to him/her from time to time by the Board. If there are more than one Secretary positions as appointed by the Board, the Board will divide the work assignments.
The Treasurer shall: Have charge and custody of, and be responsible for, all funds and securities of the Corporation, and deposit all such funds in the name of the corporation in such banks, trust companies, or other depositories as shall be selected by the Board.; Receipt and give receipt for all monies due; Disburse the funds of the corporation as may be directed by the President or the Board, taking proper vouchers for such disbursements and also signed by another designated officer or Director; Keep and maintain adequate and correct accounts of the corporation's properties and business transactions; Exhibit at all reasonable times the books of account and financial records to any director or his/her attorney as requested; Render to the President an account of any or all of his/her transactions as Treasurer and of the financial condition of the corporation; Present a complete and thorough report of the corporation financial status at each meeting. A copy of this report shall be made available to the members on request. In general, perform all duties to the office of treasurer and such other duties as may be required by law, by these bylaws, or which may be assigned by the Board.
The President, Officers, Members of the Board shall receive no salaries.
The Corporation shall have committees as may from time to time be designated by resolution of the Board, or by the membership. These committees may consist of persons who are not also members of the Board, but shall act in an advisory capacity to the Board.
The President and the Board shall appoint all standing Committee Chairpersons.
The standing committees shall be appointed for one year, which will expire at the conclusion of the annual meeting.
The president, with the advice of the Board, shall set forth in writing, the duties of each committee.
All committee chairpersons are asked to submit an annual report of their committee activities, with recommendations to the Board. Committee chairpersons shall give monthly reports at the membership meeting when necessary.
The Board may by resolution authorize any officer or agent of the corporation to enter into any contract or execute and deliver any instrument in the name of and on behalf of the corporation, and such authority may be general or confined to specific instances. Unless so authorized, no officer or agent shall have any power or authority to bind the corporation by any contract, pledge its credit, or render it liable monetarily for any purpose.
Except as otherwise determined by resolution of the Board, or as otherwise required by law, checks, drafts, and other evidence of indebtedness of the corporation shall be signed and countersigned by any 2 of the following: President, Treasurer, or authorized agent of the corporation. The majority of the Board, as present, must approve any expenditure over $300.
Section 3. Deposits.
All funds of the corporation shall be deposited within 60 days to the credit of the corporation in such banks or trust companies as the Board may select.
The Board may accept on behalf of the corporation any contribution, gift, bequest, or device for the nonprofit purposes of this corporation.
The corporation shall keep at its principle office or in another location as deemed appropriate:
A) Minutes of all meetings of officers, or meetings of the members, indicating the time and place of such meeting, whether regular or special, how called, the notice given, and the names of those present and the proceedings.
B) Adequate and correct books and records of account, including accounts of its properties and business transactions.
C) A record of its memberships including the names and addresses and membership renewal date.
D) A copy of the corporation's Articles Of Incorporation, and bylaws, as amended to date, which is to be opened to inspection by the members.
The Board may adopt and use a corporate seal, if deemed necessary.
Each voting member shall have the right to inspect the records of the corporation in accordance to the provision of Florida law, after written notice to the Secretary.
Meetings of members shall be held at such places as may be designated by the Board
An annual meeting shall be held during the month of October, the exact date to be determined by the Board. The annual meeting shall: A) Elect directors by vote, with the candidates receiving the highest number of votes being elected. B) Transact such other business as may properly come before it.
A regular meeting of members shall be held at least 8 times each year for the purpose of transacting business as may come before the meeting. The Board may provide, by resolution, a date, time, and place for a regular meeting of members.
Special meetings of the members shall be called by the Board or the President or, if different, by the persons specifically authorized under the laws of the state of Florida.
Unless otherwise provided by the Articles of Incorporation, these bylaws, or provisions of law, notice stating the place, day and hour of the meeting or in the case of a special meeting, the purpose of the meeting shall be delivered not less than 4 days nor more than 30 days before the date of the meeting.
A quorum shall consist of ten of the voting members present of the corporation.
Every act or decision made by a majority of voting members present in person at a duly held meeting at which a quorum is present is the act of the members, unless the Articles of Incorporation, these bylaws, or provisions of law require a greater number.
Meetings of members shall be presided over by the President or in his/her absence, by the Vice-President, or in the absence of these persons, by a Chairperson chosen by a majority of the voting members.
These bylaws may be amended by a two-thirds vote of the Board
If there is any conflict between these by-laws and the Articles of Incorporation of this corporation, the provisions of the Articles Of Incorporation shall govern. Should any of the provisions or portion of these by-laws be held unenforceable or invalid for any reason, the remaining provisions shall be unaffected by such holding. All references in these by-laws to the IRS Code, shall be to such sections of the Internal revenue Code of 1986 as amended from time to time.
Certified to be the by-laws of the corporation adopted by the Board of Directors on 07/26/05
______________________ __________________________
Dawn Raduano, President Joseph Mercogliano, Secretary