ARTICLE I, GENERAL
Section 1. Principal Office
The principal office of the corporation shall be at St. Augustine Shores Service Corporation
(hereinafter referred as the "Corporation"), 790 Christina Drive, St. Augustine,
Florida 32086 or at such other place as may be to subsequently designated by the
Board of Directors of the Corporation.
Section 2. Resident Agent
For the purpose of service of process the Corporation shall designate a resident agent or
agents which designation may be changed from time to time and whose office
shall be deemed an office of the Corporation for the purpose of service of process.
Section 3. Definitions
The terms, "Members and Shores Property" are those defined in the Articles of
Incorporation.
ARTICLE II. DIRECTORS, POWERS, AND MEETINGS
Section 1. Directors
A. Number and term
The Corporation shall be governed by a Board of Directors,
hereinafter referred to as the "Board", consisting of seven
members. Directors will be elected to one (1) two year term,
alternating between three or four Directors as their
respective terms of office expire.
B. Qualifications
Directors must be members of the Corporation. Where any lot or lots owned by more than one person or entity, only one owner of the lot or lots may serve as Directors of the Corporation at any one time. Qualified Director Candidates wanting to be included on the Annual Meeting Ballot must submit their name to the Chairman of the Search Committee no later than seventy-five (75) days prior to the call of the Annual Meeting.
Any member of the Corporation otherwise qualified to serve on the Board of Directors may also nominate himself or herself as a candidate for the Board at a Membership Meeting in conformity with Florida Statutes Chapter 720.
C. Compensation
Directors and officers shall not receive compensation for their
services as such, but may receive reimbursement for personal
"out-of-pocket" expenses incurred in the actual performance
of their duties.
D. Resignation, Vacancy and Replacement
Directors may resign at any time by submitting a letter of
resignation to the Board. Except as otherwise set forth herein
and in the Charter, if the office of any director becomes
vacant the remaining Directors shall choose a successor for
the unexpired term in respect to which such vacancy occurred.
E. Removal
Except as otherwise set forth herein, any member of the Board of Directors of the Corporation may be removed from office with or without cause by the vote or agreement in writing by a majority of all votes of the membership or as otherwise provided under Florida Statutes Chapter 617.
F. Documents
Directors of the Service Corporation should familiarize
themselves with the Articles of Incorporation, By-Laws, Deed
Restrictions and Policy Manual. Current copies of these
documents and/or publications will be provided for each
Director when they assume office.
Section 2. Powers
The property and business of the Corporation shall be
managed by the Board which may exercise all corporate
powers not specifically prohibited by statute, the Articles of
Incorporation, these By-Laws, or the Restrictions. The
powers of the Board shall specifically include, but shall not be
limited to, the following:
A. Fees: To establish and collect fees as set forth in the
restrictions and establish the time within which payment of
same are due subject to the requirements set forth in the
Restrictions.
B. Use of Fees: To use and expend the fees collected for
those purposes set forth in the Restrictions.
C. Procurement of Assets: To purchase the necessary
furniture, vehicles, equipment, material and tools necessary or
incidental to the business and purposes of the Corporation.
D. Egress: To enter into and upon the lots and building sites
when necessary and with as little inconvenience to the owner
as possible in connection with the maintenance of lawns and
the enforcement of the Restrictions.
E. Collection of Delinquent Accounts: To collect delinquent
fees by suit or other legal means.
F. Employment: To employ such personnel as may be necessary or
incidental in order to carry out the purposes and functions of the
Corporation.
G. Contracts: To enter into such contracts, and bind the
Corporation thereby as the Board may deem reasonable in
order to carry out the powers, terms and functions of the
Board including contracts with any of the property owners.
Apart from the limitations on expenses described in Article
VII, Section 3, any contract or purchase exceeding
thirty-three percent of the calendar year income must be
authorized by vote of the Shores Property owners.
H. Fines: To levy fines for violations of deed restrictions in
accordance with Florida Statute #617.305.
Section 3. Meetings
A. BOARD ORGANIZATION: The first meeting of the
newly elected Board shall be held immediately upon
adjournment of the annual General Membership meeting or as
soon thereafter as a quorum is present.
B. Regular: Regular meetings for the conduct of Board
business shall be scheduled at least once a month. Additional
meetings also may be scheduled at such times as the Board
may select. All meetings of the Board must be posted at least
48 hours in advance and shall be open to the members of
the Corporation.
C. Quorum: A majority of the Board shall be necessary and
sufficient at all meetings to constitute a quorum for the
transaction of business. When the quorum has been met, the
act of a majority of directors present at any meeting shall be
the act of the Board. If a quorum shall not be present at the
meeting, an official meeting shall not be held.
In the event a quorum is established by telephone, said representation shall be broadcast over the sound system and shall remain available until adjournment.
D. Order of Business: The agenda at all regular meetings of
the Board shall ordinarily include the following, (not
necessarily in this order):
(1) Roll call
(2) Communication from members of the Corporation
(3) Reading of Minutes of the last meeting
(4) Consideration of communications
(5) Resignations and elections
(6) Reports of Directors and General Manager
(7) Reports of committees
(8) Unfinished business
(9) Original resolutions and new business.
Section 4. Annual Statement
The Board shall account to the members not less than once each year commencing with the
year 1972 for the total fees collected from the members and the method of disbursement
of said funds.
ARTICLE III. OFFICERS
Section 1. Definition
All Officers must be Directors. The Officers of the Corporation shall be
President, Vice President, Secretary and Treasurer, all of whom
shall be elected by the Board of Directors at the meeting described
in Article II, Section 3A. of the By-Laws. Any two
of said Officers may be united in one person, except that the President
shall not also be the Treasurer or the Secretary of the Corporation.
If the Board so determines there may be more than one Vice
President.
Section 2. Tenure of Officers: Removal
All officers, the general manager, and agents shall be subject to removal, with cause, at any
time by a majority vote of the Board of Directors.
Section 3. The President
A. The President shall preside at all meetings of the voting
membership and of the Directors, have general and active
management of the business of the Corporation, see that all
orders and resolutions of the Board are carried into effect
and execute bonds, mortgages and other contracts requiring
a seal, under the seal of the Corporation. The seal, when
affixed, shall be attested by the signature of the Secretary.
B. He shall have general oversight of all the other officers of
the Corporation and shall see to the best of his ability that their
duties are performed properly.
C. He shall submit a report of the operations of the
Corporation for the fiscal year to the directors whenever
called for by them and from time to time shall report to the
Board all matters within his knowledge which the interest of
the Corporation may require to be brought to their notice.
D. He shall be an ex officio member of all committees and shall
have the general powers and duties of supervision and
management usually vested in the office of the president of a
corporation.
E. The President, after consultation with the Board, shall
appoint annually the chair of each committee, or whenever a
vacancy occurs.
F. He shall consult with the Board on all major non-budgeted
financial matters, and he shall inform the Board of any legal
pursuits or policy issues requiring his decision.
Section 4. The Vice President
The Vice President, in the absence of the President, shall be vested with all the powers and
be required to perform
all the duties of the President and such other duties as may be prescribed by the President
or the Board.
Section 5. The Secretary
A. The Secretary has oversight responsibility for the activities
of the General Manager as they relate to the keeping of the
minutes of meetings of the voting membership and of the
Board meetings, in one or more books provided for that
purpose.
B. The Secretary shall see that all notices are duly given in
accordance with the provisions of these By-Laws or as
required by law.
C. The Secretary shall have oversight responsibility for the
activities of the General Manager as the custodian of the
corporate records, and shall see that the seal of the
Corporation is affixed to all documents, the execution of
which, on behalf of the Corporation under it’s seal, is duly
authorized in accordance with the provisions of these By-Laws
D. The Secretary shall have oversight responsibility for the
activities of the General Manager as they relate to keeping a
current register of the mailing addresses of each member.
E. In general, the Secretary shall perform all duties incidental to
the office of Secretary.
F. Shall insure that a cumulative listing of all motions made and
the vote taken on each motion be maintained in a notebook(s)
designated for such purpose and available for examination by
any member so requesting.
Section 6. The Treasurer
A. The Treasurer shall have oversight responsibility for the
activities of the General Manager as they relate to:
(1). The keeping of full and accurate financial accounts and the
deposit of all monies and other valuable effects in the name
and to the credit of the Corporation, in such depositories as
may be designated by the Board .
(2). The maintaining of inventory and control of all the Corporation’s tools, equipment,
vehicles, machinery, furniture, office equipment, and other non- consumables.
B. The Treasurer shall oversee the disbursement of funds by
the General Manager as ordered by the Board . The
Treasurer, using data provided by the General Manager, shall
present to the Directors, at each regular Board meeting, or
whenever they require it, an account of the Corporation’s
recent monetary transactions and financial condition.
C. He shall be required to give the Corporation a bond in a
sum and with one or more sureties satisfactory to the Board
for the faithful performance of the duties of his office and the
restoration to the Corporation in case of his death,
resignation or removal from office of all books, papers,
vouchers, money or other property of whatever kind in his
possession belonging to the Corporation. The Corporation
shall pay all premiums for issuance of said bond.
Section 7. Vacancies
If the office of the President, Vice President, Secretary or Treasurer becomes vacant, the
Directors, by a majority vote shall choose a successor or successors who shall hold office for the un-expired term in respect to which such vacancy occurred.
Section 8. Resignations
Any officer may resign his office at any time, such resignation to be made in writing, and to
take effect from the time of its receipt by the Corporation unless some time be fixed in the resignation, and then from that date. The acceptance of a resignation shall not be required to make it effective.
ARTICLE IV. MEMBERSHIP
Section 1. Definition
Members are those defined to be such by the Articles of Incorporation.
Section 2. Voting
Voting rights and privileges are as defined by the Articles of Incorporation.
Section 3. Transfer of Membership and Ownership
Membership in the Corporation may be transferred only as an incident to the transfer of a
Shores Property, as defined in the Articles of Incorporation, and such transfer shall be
subject to the procedures set forth in the Declaration of Restrictions.
ARTICLE V. MEMBERSHIP MEETINGS
Section 1. Place
All meetings of the voting membership shall be held at the main office of the Corporation
in St. Augustine Shores, Florida, or such other place as determined by the Board and
stated in a notice thereof.
Section 2. Annual Meeting
A. Day and Date: Regular annual meetings shall be held on
the first Friday of May each year.
B. Vote: At the annual meeting, the membership entitled to
vote shall elect a Board as provided for in Article II, Section
1, and transact such other business as may properly come
before the meeting..
C. Notice: Notice of the annual meeting, proxies, ballots and
other materials necessary for the meeting’s business shall be
forwarded to the membership not less than thirty days nor
more that sixty days before the meeting date.
Section 3.Special Meetings
Special meetings for any purpose or purposes, not otherwise prescribed by statute or by
the Articles of Incorporation, may be called by the President, a majority of the Board , or by a petition of fifteen percent of the voting membership. Such requests shall state the purpose or purposes of the proposed meeting. The only business to be conducted is the business for which the meeting was called.
Section 4. Quorum
Fifteen percent of the total voting membership of the Corporation, in person or by proxy,
shall be necessary and sufficient at all meetings to constitute a quorum.
The action of a majority present, in person or by proxy, at any meeting at which
there is a quorum shall be the act of the Corporation.
Section 5. Proxies & Ballots
A. Time Limit: Ballots of meetings of the membership must
be received and filed at the principal office of the Corporation
no later than 4:00PM on the day prior to the meeting. The
Chairman of the Election Committee or his designee shall sign
the face of a late filed Ballot in ink, note the date and hour of
its receipt and mark it void. A late filed Ballot is on no force
or effect.
B. Election of Directors: Voting for Directors shall be done
only by ballot. Unmarked ballots and ballots marked for more
candidates than there are vacancies will not be counted.
C. Proxies: The members have the right to vote in person or
by proxy. To be valid, a proxy must be dated, must state the
date, time, and place of the meeting for which it was given,
and must be signed by the authorized person who executed
the proxy. A proxy is effective only for the specific meeting for
which it was originally given, as the meeting may lawfully be
adjourned and reconvened from time to time, and
automatically expires ninety days after the date of the meeting
for which it was originally given. A proxy is revocable at any
time at the pleasure of the person who executes it. If the proxy
form expressly so provides, any proxy holder may appoint, in
writing, a substitute to act in his place.
Section 6. Membership Meeting Procedures
All annual and special membership meetings shall be conducted in
accordance with Robert’s Rules of Order. The Chairman may
appoint a parliamentarian for the meeting who shall serve without
compensation unless authorized by the Board.
ARTICLE VI. NOTICES
Section 1. Definition
Whenever, under the provisions of the statutes or of the Articles of
Incorporation or of these By-Laws, notice is required to be given to
any director or voting member, it shall not be construed to mean
personal notice but such notice may be given in writing by mail, by
depositing the same in a post office or letter box in a postpaid, sealed
wrapper, addressed to the address of the person entitled thereto as
appears on the books of the Corporation or by causing same to be
delivered to the residence of the person entitled thereto.
Section 2. Service of Notice - Waiver
Whenever a notice is required to be given under the provisions of the
statutes or of the Restrictions or the Articles of Incorporation or of
these By-Laws, a waiver thereof, in writing, signed by the person or
persons entitled to such notice, whether before or after the time stated
therein, shall be deemed the equivalent thereof.
ARTICLE VII. FINANCES
Section 1. Fiscal Year
The Board shall operate the Corporation on a calendar or fiscal year
basis.
Section 2. Checks
All checks or demands for money and notes of the Corporation shall
be signed by an Officer of the Corporation and the General Manager.
If the General Manager is unable to carry out his check signing
responsibility (i.e. on vacation) then checks shall be signed by two of
the Officers.
Section 3. Encumbrance of Debt
Where there is proposed, any single or aggregate additional indebtedness to be assumed by the Corporation, and said indebtedness exceeds fifteen percent (15%) of the current years projected budgeted revenue, as contained in the Association’s approved annual budget, then such proposed additional indebtedness shall require the approval of a majority of the membership present and voting at a special or annual membership meeting.
ARTICLE VIII SEAL
The seal of the Corporation shall have inscribed thereon the name of
the Corporation, the year of its organization, and the words,
"Corporation Not for Profit". Said seal may be used by causing it or a
facsimile thereof to be impressed, affixed, reproduced or otherwise.
ARTICLE IX NO STOCK
This Corporation shall never have or issue shares of stock and/or
certificates of membership.
ARTICLE X. DEFAULT
In the event a member does not pay any of the fees required to be
paid to the Corporation at the time same may be due, the
Corporation, acting on its own behalf or through its Board or their
agents, may enforce its lien for the fees or take such other
action to recover the fees to which it is entitled, in accordance with
the Resolutions and any statutes made and provided. If an action of
foreclosure is brought against a member for non-payment of monies
due the Corporation and as a result thereof, the interest of the said
member in the Shores property is sold, then their membership in the
Corporation ceases.
ARTICLE XI MISCELLANEOUS
Section 1. Binding Corporation
Officer(s) acting on behalf of the Board, or an Officer(s) and the
General Manager acting, in concert, as an agent for the Board shall
have authority to bind the Corporation.
Section 2. Invalidity
If any By-Law or part thereof shall be adjudged invalid, the same shall
not affect the validity of any other By-Law or part thereof.
Section 3. Management
The Board shall employ a manager or management company, licensed
in the State of Florida as its General Manager to supervise its various
divisions. The General Manager is responsible for all office operations
including reporting to the Board all information obtained as a result of
internal/external communications that are pertinent to the operations of
the Corporation. The General Manager’s other duties are detailed in
the Corporate Policy Manual.
Section 4. Budget Review
The Board shall schedule an open meeting each year at least sixty days
before the annual membership meeting for the purpose of considering a
proposed budget for the next fiscal year. The resulting budget will be
mailed to the membership with the proxies and ballots for the annual
meeting.
Section 5. Committees
A. Membership: Excepting the Architectural Control
Committee, only property owners can serve on any
committee. No more than one member of the same ownership
can be on the same committee. The Board of Directors shall appoint each Committee chairperson and shall approve each committee member.
B. Standing Committees:. There shall be two (2) standing
committees:
1. Architectural Control Committee (ACC) with duties and
responsibilities as defined by the Deed Restrictions.
2. Internal Audit Committee consisting of only "Shores"
property owners, to review the Corporation’s internal accounting
procedures and to recommend changes when deemed necessary.
No member of the Board of Directors shall serve as a voting member of the Committee.
C. Ad Hoc Committees: Any number of committees so
designated and approved by the Board of Directors shall
serve at the pleasure of the Board of Directors.
1. Search Committee: Director Search Committee shall be
appointed at lease one hundred twenty days prior to the annual
meeting of the Corporation. It shall present the results of its
search to the Secretary no later than sixty days prior to the
annual meeting.
2. Election Committee: An Election Committee shall be appointed at
least sixty days prior to the annual meeting of the Corporation to
determine through the Secretary the members eligible to vote at
the annual meeting to oversee the distribution and collection
of all proxies and ballots and to establish their validity. The
Committee shall also count the ballots and report the results to the
Secretary. The number of candidates, equivalent to the number of
vacancies which receive the largest pluralities shall be elected.
In the event of a tie for the smallest electing plurality, the chairperson of
the election committee shall decide the election by a coin toss.
An Election Committee may also be appointed for special meetings as
required.
ARTICLE XII AMENDMENT
Section 1. Annual Meeting
The Articles of Incorporation and By-Laws may only be altered,
amended or added to at the annual meeting of the voting membership.
Section 2. Full Presentation
Only Articles of Incorporation or By-Law Amendments set
forth in full in the call of the annual membership meeting may
be considered at such meeting.
Section 3. Review Procedure
Members of the St. Augustine Shores Service Corporation shall have
the right to submit proposed amendments to the By-Laws of the
Corporation. All proposed amendments must be received by the
Secretary of the Corporation no later than one hundred twenty
(120) days prior to the Annual Meeting.
The Board of Directors of the St. Augustine Shores Service
Corporation shall reserve the right to deny publication of any
proposed amendment to the By-Laws by a majority vote of
the Board cast no later than one hundred (100) days prior to the call
of the Annual Meeting. The author of such denied proposal
shall be immediately notified by the Secretary of the Corporation.
Any member wishing to over-ride the decision of the Board of
Directors, can compel inclusion in the annual meeting ballot,
for vote by the membership, on the proposed addition or
amendment to the By-Laws, by filing a written petition
signed by 14% of the voting membership as of the date such
petition is received by the office of the Secretary of the
Corporation. Such petition must be received by the office
of the Secretary of the Corporation no later than eighty
(80) days prior to the call of the Annual Meeting to verify each authorized signer. The Board of Directors shall accept or reject the petition no later than seventy five (75) days prior to the call of the annual meeting. The petition must:
1. State the proposed addition or amendment to the BY-Laws at the top of each page. The petition must include the property owners signature, printed name, St. Augustine Shores property address and date of signature. Each page of the petition must be sequentially numbered. No alteration shall be made to a petition once it has been signed.
2. An authorized signer is defined as one owner per St. Augustine Shores property as listed on the property deed recorded in the records of St. Johns County at the time of signature.
The Board shall review any proposed amendment(s) to the
By-Laws and at its discretion offer an opinion as to the
proposed amendments’ possible effect on the operation of the
Corporation.
Section 4. Presentation of Ballot for By-Law Amendments
(New Section):
Each change or addition to the By-Laws approved by the
Board of Directors for submittal to the general membership
must be submitted so as to allow voting on individual changes
or additions, excepting those considered by the Board to be
properly combined as a unit for cosmetic, clerical or clarification
purposes.
ARTICLE XIII CONSTRUCTION
Wherever the masculine singular form of pronoun is used in
these By-Laws, it shall be construed to mean the masculine,
feminine or neuter, singular or plural, whatever the context so
requires. In the event of any discrepancy between these
By-Laws and the Articles of Incorporation of St. Augustine
Shores Service Corporation, then the Articles of Incorporation shall
prevail.
ARTICLE XIV SUMMARY BY-LAW
The Board of Directors at such intervals as it deems convenient, may promulgate and disseminate administrative compilations or summaries of the BY-Laws as an index or suggestion of adopted By-Laws as they vary from time to time.
St. Augustine Shores Service Corporation
A Florida Corporation, Not-For-Profit
By:____________________________________
As President – Beatrice A Racicot
By:____________________________________
As Secretary – Klaus G. Gringer
(Affix Corporation Seal)
Recorded in Public Records, St. Johns County, Fl.
AS OF 5/7/04
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