ADOPTED AT THE GENERAL MEMBERSHIP MEETING – April 12, 2022

ARTICLE I – MEMBERSHIP

Section 1:  Membership in this Association shall be open and limited to owners of record and spouses and other partners of owners of real estate of Sugarloaf Shores, Florida, who have attained voting age and to other full-time residents of Sugarloaf Shores, Florida, who have attained voting age.  The definition of Sugarloaf Shores is that geographical area known as Sugarloaf Key, including all properties from Harris Gap Channel to Harris Channel on both sides of U.S. 1, as well as all properties on the Sugarloaf Beach Road, including those west of Sammy’s Creek.  Notwithstanding any other provision of these Bylaws, a member who is not an owner of record or spouse or other partner of an owner of real estate in Sugarloaf Shores, Florida, shall not be entitled to voting rights or to be a director or officer of the Association.

Section 2:  Request for membership shall be accompanied by payment of one year’s dues. The dues of membership shall be established every other year at a general membership meeting in the fourth quarter and will be announced immediately to become effective in the next fiscal year.  People who have previously served on the Board, but who have moved out of the area, will be entitled to an honorary membership at a reduced rate which entitles them to receive the Association’s newsletter, but not to vote or to be a director or officer of the Association.

Section 3.  One vote per membership will be allowed regardless of the number of pieces of property owned or the number of persons owning one piece of property, provided that not more than one vote will be allowed for any particular property.   Normally, members must be present at general meetings to vote.  However, for certain time-sensitive issues the Board may decide to enable voting of the membership by proxy or electronic means. The procedures used for such proxy or electronic votes shall be established and publicized in advance, and the results shall be entered into the record at the next regular general membership meeting.

Section 4:  It shall be the responsibility of the member to notify the Association in writing of the property location including street and street number, lot and section number and recorded name(s) of the deed holder(s).

Section 5:  Nonpayment of dues shall deprive a member of the right to vote on any matter before the Association.

Section 6:  The fiscal year of the Association shall begin January 1, at which time membership dues are due.

ARTICLE II – DIRECTORS AND OFFICERS

Section 1:  The Board of Directors shall consist of nine (9) persons who are members of the Association:  the four elected officers, the immediate past president, the chairman of the Public Policy Committee, and three (3) other persons appointed by the Board.  If the immediate past president is unable to serve, that position can be appointed by the Board at its discretion.  In the case that a member holds two leadership positions on the board, an additional person shall be appointed by the Board to bring the Board to nine (9) members during that one-year term. Service of Directors and Officers shall be limited to no more than two consecutive one-year terms, unless the position is uncontested.  A Parliamentarian shall also be appointed by the President if he or she deems it necessary.

Section 2:  The officers of the Association shall be President, Vice President, Secretary and Treasurer.

ARTICLE III – ELECTION OF DIRECTORS AND OFFICERS

Section 1:  A nominating committee composed of four members of the Association including at least one director shall be appointed by the Board of Directors sixty (60) days prior to the annual meeting.  The voting members may submit names to the committee for consideration.  It shall be the duty of this committee to prepare a list of qualified nominees for all the directors and officers.  The list prepared shall be circulated to the voting membership prior to the annual meeting.  At the annual meeting, nominations will be taken from the floor.

Section 2:  Election of directors and officers shall be by all voting members present at the annual meeting.

Section 3:  At the annual meeting, all votes will be counted in open meeting and those nominees receiving the largest number of votes cast will be declared the winners.  The elected officers and directors will assume their positions immediately.

Section 4:  Nominees shall not be placed on the ballot to be voted upon unless they have signified their willingness and intent to serve a full term if elected.

Section 5:  Should a vacancy occur in the office of the President, the Vice President shall succeed to that office.  If the Vice President is not willing or able to assume the duties of the President, the Board shall determine how the Directors will perform those duties.

Section 6:  Should a vacancy occur in any board position, the Board may appoint a member to fill the vacancy for the balance of the term.  When a vacancy is filled in this manner, notification shall be given in the newsletter and electronically.

ARTICLE IV – DUTIES OF DIRECTORS AND OFFICERS

Section 1:  PRESIDENT:  shall preside at all meetings of the Association and of the Board of Directors; shall appoint, subject to the approval of the Board of Directors, the Chairperson and all members of each committee; and shall install the succeeding Directors and Officers at the close of the term of office.

Section 2:  VICE PRESIDENT:  shall assist the President and upon notice by the President of pending absence shall assume all the powers of the President (subject to the provisions of Section 5 of Article III).

Section 3:  SECRETARY:  shall keep organized and accurate records of the Association, lists of the current directors and officers of the Association and minutes of the meetings of the Association and the Board of Directors and retain copies during his or her term.

Section 4:  TREASURER:  shall be custodian of all funds of the Association, shall keep an accurate record of dues paid, monies received and monies expended together with substantiating vouchers, and shall report on income and expenditures at meetings.  Income statements shall be published periodically, not less than three (3) times a year.  The Treasurer shall prepare and file the annual tax return (Schedule 990) and State of Florida Annual Report.  The Treasurer shall also be the designated agent for the Secretary of State for the Association.  The Board of Directors will appoint an individual or firm to conduct an independent review of the books as soon as practicable following the request of either (i) three or more Directors or (ii) a majority vote of the voting members present at a meeting; provided, however, that such a review shall not be required more often than once per fiscal year.

All obligations less than $150.00 may be paid directly by the Treasurer.  All regular and recurring expenses (including but not limited to the newsletter and palm maintenance) and all other obligations not less than $150.00, but not more than $500.00, must be approved in writing by the President and submitted to the Treasurer for payment within two (2) weeks after being incurred.  All obligations of more than $500.00 which are not regular and recurring expenses shall be presented to the Board of Directors for approval and then to the membership for final approval.

Section 5:  The Board of Directors shall manage the affairs of the Association, provide editorial oversight and approval of a monthly newsletter, approve the standing committees and fill vacancies.  The Board shall ensure that responsibility for business operations and implementation of all programs of the Association is assumed by appropriate individuals.  This includes, but is not limited to:

• Receipt and distribution of incoming mail
• Management of an organizational email and other electronic accounts
• Negotiation of appropriate insurance policies
• Annual donations to local non-profit organizations
• Appropriate records retention
• Planning social events
• Control of advertising policies in the newsletter and electronic publications
• Planning and conducting meetings for the membership

At its first meeting of the new term, the Board will designate individuals responsible for each task.

Section 6:  The Board of Directors has the authority to represent the interests of the membership before government agencies and municipal service organizations.  Its authorities include, but are not limited to, retaining counsel and pursuing legal remedies if it is determined that actions, practices or policies by such entities will have detrimental impacts to the health, welfare, safety, natural environment or economic interests of property owners.  Pursuit of legal remedies will be undertaken only upon approval of a majority vote of members present at a general meeting.

Section 7:  No member may speak for the Association or represent the Association without the approval of a majority vote of members present at a general meeting, by a majority of the Board of Directors or by the President (in case it is impracticable to obtain approval of the members of the Board).

ARTICLE V – MEETINGS

Section 1:  The annual meeting of the Association shall be held during the first quarter of the fiscal year at a place designated by the Board of Directors, and shall be publicized prior to the meeting.  Other meetings shall be called by the Board of Directors as the need arises and shall be publicized prior to the meeting.  Meetings shall be set with the approval of a majority vote of the Board of Directors.

Section 2:  The Board of Directors shall meet at least five (5) times each fiscal year. Any member of the Association is welcome at these meetings.  The date and location of a board meeting shall be publicized.

Section 3:  Members have the right to present any item for consideration at any meeting of the Association.

Section 4:  Non-scheduled meetings of the Board of Directors may be called by the President at any time, or at the written request of three (3) or more Board members, or upon written request of ten (10) or more members of the Association.  Non-scheduled meetings of the Association may be called at the written request of a majority vote of the Board of Directors or of fifteen (15) or more voting members.

Section 5:  Any meetings of the Association or the Board of Directors may be held via a web conferencing platform, provided that the use of such platform has been publicized to the Members or the Directors, as applicable.

ARTICLE VI – STANDING COMMITTEES

Section 1:  The standing committees of the Association shall consist of (1) Social, (2) Membership, (3) Beautification, (4) Public Policy, (5) Marine/Environmental, (6) Newsletter and (7) Communications.

Section 2:  The function of standing committees is to make recommendations to the Board of Directors and to take action only with the approval of the Board.

Section 3:  A member of the Board shall be on each standing committee.

Section 4:  Ad hoc committees may be appointed by the President and shall report to the President.

ARTICLE VII – DUTIES OF STANDING COMMITTEES

Section 1:  The Social Committee shall be responsible for arranging all social events of the Association and arranging for a social period of time before meetings of the Association.

Section 2:  The Membership Committee shall be responsible for maintaining and increasing the number of dues-paying members.  This committee shall also encourage new property owners and residents who are eligible to be members to attend the Association meetings and shall introduce them and new members at the meetings.  The Treasurer shall be a member of this committee.

Section 3:  The Beautification Committee shall be responsible for the maintenance and improvement of the landscaping on non-private land along Sugarloaf Boulevard and the entrance to South Point Drive.  This committee shall negotiate maintenance contracts and oversee the activities of contractors.  A committee delegate shall approve all invoices from landscape maintenance contractors before payment.  A committee member may also administer the purchase of fertilizer for the trees the Association has agreed to maintain.

Section 4:  The Public Policy Committee shall assist the Board in establishing and maintaining good relations with government agencies and representatives and to provide guidance on the development and presentation of positions of the Association on public issues.

Section 5:  The Marine/Environmental Committee shall assist the Board in taking steps that advance the interests of the Association’s members relating to water quality and marine recreation, navigability and safety.

Section 6:  The Newsletter Committee shall be responsible for publication of the Association’s monthly newsletter.  The chair of this committee shall be the Editor of the newsletter.

Section 7:  The Communications Committee shall assist the Board in communications with the Members and in maintaining the Association’s webpage and other social media platforms.

ARTICLE VIII – QUORUMS

Section 1:  The number of voting members required to constitute a quorum at an Association meeting shall be fifteen (15).

Section 2:  The number of members of the Board of Directors required to constitute a quorum at a Board of Directors meeting shall be five (5).

ARTICLE IX – PARLIAMENTARY AUTHORITY

Section 1:  The Parliamentary authority of the Association shall be “Roberts Rules of Order.”  The Parliamentarian (or, if no Parliamentarian has been appointed, the President) shall have final rule on parliamentary issues.

ARTICLE X – AMENDMENTS

Section 1:  Items presented for change of the Articles of Incorporation or Bylaws of this Association shall be presented at one meeting and shall not be voted on until publicized and voted on at the next meeting.  The Articles of Incorporation and the Bylaws may be amended only by votes of at least two-thirds (2/3) of the Board of Directors and of at least two-thirds (2/3) of the voting members present at a meeting.