Initial Corporate Bylaws as Adopted 4/29/2006

ARTICLE I - NAME, PURPOSE

Section 1:      The name of the Corporation shall be the Southwind Home Owners Association of South Lakeland, Inc. 

Section 2:      The purposes of the Corporation shall be limited to those Purposes defined in Article V of the Articles of Incorporation.

ARTICLE II - MEMBERSHIP

Section 1:      Membership is open to those persons qualified by the definitions set forth in the Articles of Incorporation.

Section 2:      A Membership may be held jointly by more that one person (e.g., a husband and wife) who may both share in the rights of membership, participate in discussions, give input and be heard.  But the membership is only entitled to one vote on the business of the Corporation and will pay one membership dues.   Multiple lots owned by a member will pay one dues and have one vote.  No entity may own more than one membership nor control more than one vote.

Section 3:      Determination of eligibility is to be made by a majority vote of the Board, at their sole discretion, subject to review and approval by a three-quarters majority of the members present at a scheduled meeting.  The Board of Directors shall have the right to deny, or terminate, the membership of any person subject to review and approval by a three-quarters majority of the members present at a scheduled meeting.   Membership may be revoked for conduct contrary to the Purposes specified in Article of the Articles of Incorporation, conflict of interest or conduct contrary to the best interest of the Southwind Home Owners Association of South Lakeland, Inc.

Section 4:      There shall be a one-time initiation fee of $25.00.

Section 5:      The term of membership is one calendar year, renewable each January by payment of $25.00 dues for the upcoming year.

Section 6:      A reminder of dues for the new year will be sent with the notice of the first meeting to be held that year.  Members who have not paid their dues by the first meeting will be suspended.  Members who are suspended may reinstate their membership by paying the dues for the current year – i.e., neither back dues for any missed years nor a new initiation fee is required.

ARTICLE III - MEETINGS OF MEMBERS

Section 1:      Annual Meeting:  The date, time and place of the regular annual meeting shall be set by the Board of Directors to occur within the first two months of the calendar year.  

Section 2:      Special Meetings:  Special meetings may be called by the President, or a simple majority of the Board of Directors, or by a petition signed by at least twenty percent of the voting members.

Section 3:      Notice:  Notice of each meeting shall be given to each voting member by     e-mail, or telephone not less than ten working-days before the meeting.

Section 4:      Quorum:  A quorum must be attended by at least   fifty-one (51) percent of the Members before business can be transacted or motions made or passed.

Section 5:      [Reserved for Proxy.  Note: Sections 4 and 6 of this Article and Article II, Section 2 should be modified if proxies are added.]

Section 6:      Voting:  members may vote in person or by absentee ballot.  Absentee ballots must be received by the Secretary prior to the meeting and may be sent by either e-mail or a sealed envelope.

ARTICLE IV - BOARD OF DIRECTORS AND OFFICERS

Section 1:      Board Role, Size, Composition:  All corporate powers shall be exercised by and under the authority of the Board of Directors. The Board is responsible for overall policy and direction of the Corporation.  The President is always a member of the Board of Directors.  The Board shall have up to seven (7), and no fewer than three (3), members.  The Board receives no compensation.

Section 2:      Meetings:  The Board shall meet at least annually, at an agreed upon time and place.  Except for meetings between the Board and its attorney, Board meetings shall be open to all members.  Notice of each Board meeting shall be given to each voting member by e-mail, or telephone not less than ten working-days before the meeting.

Section 3:      Board Elections:  Up to seven (7) Board members shall be elected by the voting members.   Members may vote for more than one Board member.

Section 4:      Election Committee:  An Election Committee shall be appointed by the Board.   The initial Election Committee shall have three members serving a one-year term.  The Election Committee shall be responsible for developing a list of nominees for the Board and Officer positions.  During the first calendar year of the Corporation’s existence, the Election Committee shall review the process of selecting Officers and Directors, and may propose modifications to these Bylaws that set different terms of office or other changes to the election process that are in the best interest of the Corporation. 

Section 5:      Election Procedures:  The Election Committee shall be responsible for nominating a slate of members to serve on the Board and Officers of the Corporation.  Board members and Officers shall be elected by the Members at a scheduled meeting from a list of nominees produced by the Elections Committee and other (nominated from the floor or write-in) candidates.  Officers may also be members of the Board of Directors, but Board membership is not required to serve as an Officer.

Section 6:      Removal:  Either Board members or Officers shall be removed if, in the opinion of a majority of the Board members, they act recklessly, or breach their fiduciary duty to the Corporation, or fail to exercise reasonable care to avoid a conflict of interest, or act contrary to the Articles of Incorporation and/or the Bylaws of the Corporation.  All members shall be notified within ten working days of any removal action taken by the Board of Directors.  In addition, a Board member or Officer may be removed by a three-fourths vote of the membership present at a scheduled meeting, provided that a quorum is present at that meeting.

Section 7:      Terms:  All Board members and Officers shall serve one-year terms, but are eligible for re-election.  However, no Board member or Officer shall serve more than three consecutive one-year terms. 

Section 8:      Quorum:  A quorum must be attended by at least sixty percent of the Board members before business can be transacted or motions made or passed.  Persons participating by telephone are counted as part of the quorum.

Section 9:      Notice:  An official Board meeting requires that each Board member have written notice ten working-days in advance of the meeting.

Section 10:    Officers and Duties:  There shall be four officers of the Corporation consisting of a President, Vice President, Secretary and Treasurer.  Each officer shall hold office until his or her successor shall have been duly elected, or until his or her death, or until the officer shall resign, or shall have been removed in the manner provided in these Bylaws. Their duties are as follows:

President: Powers and Duties. The President shall be the chief executive officer of the Corporation and shall have general supervision of the business of the Corporation.  The president is automatically a member of the Board of Directors.  The President shall preside at all meetings of the Officers and of the Board, may act as Treasurer if the Treasurer is unavailable for an extended period, and shall perform such other duties as are incident to the office or are properly required of him by the Board of Directors.

Vice President: Powers and Duties. The Vice President shall exercise the authority of the President in his or her absence and perform such other duties as may be assigned to him by the President or Board of Directors.

Secretary: Powers and Duties. The Secretary shall attend all meetings (i.e., of the Directors and members) and shall keep true and complete minutes in a “minute book” that includes all motions and the results of all votes. He or she shall give notice of all meetings of the Directors and shall be custodian of the corporate records and maintain such other records as may be required of him or her by the President or the Board.  The President or the Board may assign other members to assist the Secretary on tasks incident to his or her office, such as, receipt of notices, sending out meeting announcements, or distributing copies of minutes and the agenda; however, the Secretary is responsible for assuring that all corporate records are properly maintained.

Treasurer: Powers and Duties. The Treasurer (or the President acting as Treasurer) shall collect and receive all monies due or belonging to the Corporation.  He or she shall deposit the same in a bank designated by the Board in the name of the Corporation. The Treasurer's books at all times shall be open to inspection by the Board, and he or she shall report to them at every meeting the condition the Corporation's finances and every item of receipt or payment not before reported. There shall be an audit of books as directed by the Board and the Treasurer shall make financial information available to Board members.   The Treasurer (or President acting as Treasurer) shall disburse funds only under the conditions listed below that are documented in the minutes of a meeting:

-An expenditure which has been approved in advance in the exact amount for the exact purpose as authorized by the membership and for which the stated purpose has been executed.

-If a particular project has been approved by the membership and an agreed upon limit has been budgeted for its execution, disbursement may be made on the agreed upon schedule.

-If a Director or Officer or member makes an unauthorized expenditure on behalf of the Corporation, he or she may be reimbursed only if the request for reimbursement is made and approved by a three-quarters majority of the members present at a scheduled meeting.

-Compensation:  There shall be no salary or other compensation for the Officers and Board members of the Corporation.

Section 11:      Vacancies:  A vacancy exists when there are less than three members on the Board or when an Officer resigns or has been removed.  When a vacancy exists, nominations may be received from present Board members and/or the elections committee.  These nominations shall be sent to members, to be voted upon at the next scheduled meeting.   When an Officer position is vacant, the Board shall appoint a temporary replacement and a new Officer shall be elected at the next scheduled meeting of the membership.

Section 12:      Resignation and Absences:  Resignation from the Board or by an Officer must be in writing and received by the Secretary. A Board member shall be dropped for excess absences from the Board if he or she has three unexcused absences from Board meetings in a year.

ARTICLE V - COMMITTEES

Section 1:      The Board may create committees or may request single advisors to meet with it should special guidance, expertise or experience be needed. The President appoints all committee chairs. 

Section 2:      There shall be no standing committees.

Section 3:      The members may choose, on their own initiative, to organize social events (e.g., fly-ins, fly-outs, parties, etc.); however, these events are not part of the Corporation and the Corporation bears no responsibility or liability for such events.

ARTICLE VI - AMENDMENTS

Section 1:      The Board of Directors may not unilaterally alter, amend, or repeal any by-laws adopted by the Members.

Section 2:      These Bylaws may be amended when necessary by a three-fourths vote of the membership present at a scheduled meeting, provided that a quorum is present at that meeting; however, no Bylaw shall be in conflict with the Articles of Incorporation.

Section 3:      Proposed amendments to the Bylaws must be submitted to the Secretary in time to be sent to all members at least 10 working-days prior to the meeting at which the amendment will be discussed and voted upon.