BPLA Bylaws
BYLAWS – BIG PINE LAKE ASSOCIATION
ARTICLE I
The name of this Association is the Big Pine Lake Association.
ARTICLE II
PURPOSE
The purpose of the Big Pine Lake Association is to preserve the use, beauty, and quality of Big Pine Lake.
ARTICLE III
MEMBERSHIP
Section 1. Eligibility. Property owners within the area of Big Pine Lake and the Pine River shall be eligible for membership in the Association. Property owners must pay yearly dues to be eligible for membership.
Section 2. Right to Participate. Each member of the Association shall be entitled to participate in all affairs of the Association, as long as their dues are up to date.
Section 3. Rights to Cease Upon Termination. All rights, privileges and interests of a member in or to the Association and its property, if any, shall cease upon the termination of membership.
Section 4. Associate Memberships. At the discretion of the Board of Directors, non-voting associate memberships shall be available to individuals and organizations interested in the aims and purposes of the Association. The rights and privileges of non-voting associate members shall be as determined by the Board of Directors.
Section 5. Dues. Dues for the next year shall be established by the membership at the annual meeting. In the event a new dues structure is not established, the dues structure previously approved shall continue in effect for the next year.
ARTICLE IV
MEETINGS OF MEMBERS
Section 1. Annual Meeting. The annual meeting of the members of the Association shall be held at such place and at such time as shall be determined by the Board of Directors. Notice of the meeting shall be mailed/emailed to all members at least fourteen (14) days prior to the date of the meeting. Such other notice of the meeting as determined appropriate by the Board of Directors may also be given.
Section 2. Special Meetings. Special meetings of members of the Association may be called by the Board of Directors or by the President at any time, provided that written notice of any such meeting shall be given at least five (5) days prior to the date of such meeting to each member of the Association.
Section 3. For voting purposes, each property that has paid its annual dues each member shall be entitled to one (1) vote on any question coming before the meeting and one (1) vote for each place to be filled upon election of members of the Board of Directors of this Association. A quorum shall be deemed to be present provided proper notification of the meeting has been given. A majority vote of the members present shall be sufficient to elect members of the Board of Directors or to transact any other business. Cumulative voting or voting by proxy shall not be allowed.
ARTICLE V
BOARD OF DIRECTORS
Section 1. Powers. The affairs of the Association shall be governed and managed by the Board of Directors. The Board of Directors shall have the power to do all things necessary to carry out the general purpose and plan of operation of the Association and to assure its continued existence. It may determine the financial needs of the organization and arrange for fund appeals as needed. It may employ such individuals, agents or representatives as it may deem necessary, each of which shall have such authority and be required to perform such duties as the Board may require.
Section 2. Number. The number of Directors of the Association shall be seven (7).
Section 3. Election of Directors; Terms. Directors shall be elected at the annual meeting of members. Three or four directors shall be elected each year, each to serve a term of two years and until a successor qualifies.
Section 4. Election Procedure. The existing Board of Directors shall serve as a nominating committee to nominate at least six (6) candidates to fill the positions of the three (3) or four (4) directors to be elected each year. Nominations may also be made from the floor. The election shall be by show of hands or by pre-printed, anonymous ballots which allow write-in candidates.
Section 5. Committees. The Board of Directors may create standing and special committees with such powers and duties as the Board of Directors may determine. No committee shall have the power to bind the Association without the approval of the Board of Directors.
ARTICLE VI
OFFICERS
Section 1. Officers. The officers of this Association shall be a President, a Vice President, a Secretary, a Treasurer and such other officers as the Board of Directors from time to time may determine.
Section 2. Election. Each officer shall be elected by the Board of Directors to serve a two (2) year term unless re-elected or until a successor is duly qualified.
Section 3. President. The President shall call all regular and special meetings, preside and preserve order at all meetings at which present, see that all subordinate officers execute their obligations, enforce these Bylaws, assign the duties of other officers, appoint temporary officers in the absence of other officers, and discharge such other duties as the Board of Directors may require.
Section 4. Vice President. The Vice President shall attend all meetings of the Board, shall perform the duties of the President in the event of the President’s disability or absence, and shall discharge such other duties as the Board of Directors may require.
Section 5. Secretary. The Secretary shall keep a record of all proceedings of the Association, call the roll at the Directors’ meetings, keep the records of the organization, give notice of special meetings, notify persons elected or appointed to various positions and shall discharge such other duties as the Board of Directors may require.
Section 6. Treasurer. The Treasurer shall collect monies for the Association, have the custody of all monies and funds and keep proper books and accounts thereof. The books of the Association shall, at all times, be open to inspection by each Director. The Treasurer shall deposit the monies of the Association in such depositories and on such terms and conditions as the Board of Directors may direct, and when so deposited, the Treasurer shall not be personally responsible for their safe keeping. The Treasurer shall render such reports relating to the monies, funds, investments, and the fiscal affairs of the Association as may be required from time to time by the Board of Directors. The Treasurer shall sign checks and such other instruments as require the signature of the Treasurer, and shall perform all duties incident to that office or that are properly required of that office by the Board of Directors. The Treasurer shall not pay out any money, invest any funds, or transfer or dispose of any other property for anything other than standard operating expenses except on the authorization of the Board of Directors. If required by the Association’s lending agency, any other Director may be a co-signer on any Association financial account.
Section 7. Additional Powers. Any officer of the Association, in addition to the powers conferred by these Bylaws, shall have such additional powers and perform such additional duties as may be prescribed from time to time by the Board of Directors.
Section 8. Subordinate Officers. The Board of Directors may appoint such other officers, agents or representative as it may deem appropriate, each of whom shall hold office for such period, have such authority and perform such duties as the Board of Directors may require. The Board of Directors may delegate to any officer power to appoint any such subordinate officers or agents.
ARTICLE VII
MEETING OF THE BOARD OF DIRECTORS
Section 1. Annual Meeting. The annual meeting of the Board of Directors shall be held immediately following the annual meeting of the members of the Association at the same place that such annual meeting of the members was held to select officers and directors at large. No advance notice of the annual meeting of the Board of Directors need to be given to any member of the Board.
Section 2. Regular Meetings. Regular meetings of the Board of Directors shall be held at such time and place as the Board may determine.
Section 3. Special Meetings. Special meetings of the Board of Directors may be held at any time on call by the President of by any three other members of the Board of Directors, provided that no less than three (3) days written notice of the time and place of the meetings shall be given by the Directors calling the same. In the event it is not possible to give a three day notice, a meeting can be held with at least two thirds of the Directors present.
Section 4. Order of Business. The following shall be the order of business for all meetings:
- Reading of the minutes of previous meetings.
- Roll Call (Directors’ meetings only).
- Treasurer’s Report.
- Presentation of bills and communications and action on same.
- Reports of Committees.
- Unfinished or miscellaneous business.
- New business
- Election of officers (annual meeting – Election of Directors).
- Adjournment.
Section 5. Voting Rights. At all meetings of the Board of Directors, each member of the Board shall be entitled to case one (1) vote on any question coming before the meeting. Two-thirds of the members of the Board of Directors shall constitute a quorum at any meeting, although less than a quorum may adjourn the meeting from time to time. A majority vote of the members of the Board present, if there be a quorum, shall be sufficient to transact business. Proxy or cumulative voting shall not be allowed.
ARTICLE VIII
REMOVALS, RESIGNATIONS AND FILLING OF VACANCIES
Section 1. Removal. Any officer or Director may be removed at any time, with or without cause, by vote of a majority of the members of the Association at the annual meeting or at any meeting thereof called for that purpose.
Section 2. Resignation. Any Director or officer may resign at any time. Such resignation shall be made in writing and shall take effect at the time specified therein or, if no time is specified, at the time of its receipt by the President or Secretary of the Association. The acceptance of a resignation shall not be necessary to make it effective.
Section 3. Filling of Vacancies. On the resignation of any Director of officer, or if a vacancy is created by death, incapacity, removal of an incumbent or for any other reason, the vacancy shall be filled by a majority vote of the remaining members of the Board of Directors to fill the unexpired term.
ARTICLE IX
CONDUCT OF MEETINGS
Robert’s Rules of Order shall govern the conduct of all meetings of members, Directors, or committees.
ARTICLE X
AMENDMENTS
These Bylaws may be amended at any annual or other duly called special meeting of the members of the Association by a two-thirds vote of the membership present.