HIAWATHA FARMS HOMEOWNERS ASSOCIATION, INC.
A Not For Profit Florida Corporation
BYLAWS
ARTICLE I
NAME, REGISTERED OFFICE AND REGISTERED AGENT
Section 1. Name. The name of this Corporation (hereinafter referred to as the “Association”) is: Hiawatha Farms Homeowners Association, Inc., and is incorporated pursuant to Chapter 720 et. seq., Florida Statutes (hereinafter referred to as Ch. 720 FS).
Section 2. Registered Office. The business address of the Association office shall be P.O. Box 32, Lloyd, FL 32337.
Section 3. Registered Agent. Jeff Golden, 1050 Hiawatha Farms Road, Monticello, FL 32344.
ARTICLE II
PURPOSE
Section 1. The Association. The Association exists for the purpose(s) as set forth in the Articles Of Incorporation, (N00000002226) which by reference are made part of these Bylaws.
Section 2. Business Purpose. The Association is established to conduct business and legal matters on behalf of its members including, but not limited to, negotiation in accordance with Ch. 720 FS; resolution of complaints or clarification of issues for individual members, groups of members, or the entire membership as a whole concerning any and all matters pursuant to the purposes of the official documents related to the establishment and governance of the Association and maintenance and welfare of Hiawatha Farms subdivision.
Section 3. Governance. The Officers of the Board of Directors and the operation of the Association shall be governed by these Bylaws pursuant to Ch. 720 Florida Statutes (FS).
Section 4. Definitions. Definitions of terms contained herein shall be governed by Ch. 720.301 FS. Additional definitions for clarification of these Bylaws shall include the following terms:
a) “Member-Household” refers to the single vote accorded to the owners of a lot or lots, regardless of the number of persons residing in a particular house or upon a particular lot or lots within the subdivision, and regardless of how title to the lot or lots is held, or the number of lots held, for purposes of voting under these Bylaws. Unless otherwise provided by Statute or the Covenants and Restrictions running with the lot(s), a single vote shall be allocated to each and every Member-Household. Designation of voting rights and this definition shall have no effect upon a member’s duties to pay Association dues, fees, assessments, and costs as defined by this and/or any other legal document including the Covenants and Restrictions attached to each lot.
ARTICLE III
MEMBERSHIP
Section 1. Members. All owners of a lot or lots located in Hiawatha Farms subdivision, Monticello, Jefferson County, Florida 32344 shall be eligible for membership in this Association. The number of legal owners of a lot or lots does not affect voting rights as defined herein or in any other document legally proscribing voting rights concerning Hiawatha Farms subdivision.
Section 2. Membership Dues And Assessments. Association dues are required to be paid to the Association pursuant to the Covenants and Restrictions pertinent to all property owners of a lot or lots in Hiawatha Farms subdivision. All members, existing and new, must have fully paid annual dues (past and present due) at least thirty (30) days prior to the date of the annual meeting in order to exercise voting rights. Failure to fully pay Association dues when due suspends a lot owner’s voting rights until such dues are fully paid.
ARTICLE IV
OFFICIAL MEETING OF MEMBERS
Section 1. Place and Frequency of Meeting. At least one (1) time each year in November, an official meeting of the members shall be held at a place designated by the Board of Directors at least fourteen (14) days prior to the meeting, with the following places given prioritized preference: 1) the Association shelter; 2) any home of an Association member within Hiawatha Farms; and 3) any place within Jefferson County, Florida. The exact location, date and time of day shall be decided by the Board of Directors to accommodate the maximum attendance possible.
(a) As required by Florida Statutes, at least fourteen days prior to the designated date of the annual meeting, a notice of the meeting shall be provided by mail to each member.
(b) The Secretary or another officer of the Association shall provide an affidavit affirming that the notices were mailed by US Postal Service to the address last furnished the association in accordance with sec. 720.306(5) FS and present this affidavit at the annual meeting. Such affidavit shall be appended to the minutes of the meeting.
ARTICLE V
VOTING
Section 1. Voting Rights. Each member-household shall have one vote on all matters requiring a membership vote, except for those matter specifically requiring a two-thirds (2/3) vote of the membership as specified in the Covenants and Restrictions. Where a vote of the membership is required, a majority of the votes cast at any duly called and convened meeting of the members at which a quorum is present shall be sufficient to take or authorize action upon any matter which may properly come before the meeting, unless more than a majority is required by statute, the Articles of Incorporation, the Covenants and Restrictions, or these Bylaws.
Section 2. Absentee Ballots and Proxies. Absentee ballots and proxies shall be allowed when submitted to the Secretary of Board of Directors by U.S. Postal Service Certified Mail, Return Receipt Requested at any time prior to a specific vote.
Section 3. Quorum. At any official meeting called of the Association membership, ten percent (10%) of the Association’s membership shall constitute a quorum. Decisions requiring a vote of the membership of the Association shall only be made at meetings at which a quorum is present. For Board of Director meetings, a majority of members shall mean a majority of members of the Board of Directors present in person. A quorum, for purposes set forth in the Association’s Covenants and Restrictions running with the land of any lot within the Association may have another meaning which shall govern such matters as set forth in the Covenants and Restrictions.
Section 4. Conduct. The Board of Directors shall make such reasonable and legal rules of conduct as they deem necessary for any meeting. Such rules will be binding on the Association and its members. All meetings shall be conducted in a respectful and open manner by all persons in attendance. The Board of Directors may adopt formal operational procedures if it finds such necessary and proper. The Board of Directors may close a meeting to the membership and the public only pursuant to Florida statute.
Section 5. Order of Business. The order of business conducted any meeting shall be as follows: a) roll call of officers, b) determination of a quorum, c) adoption of past minutes, d) officer reports, including a treasurer’s report presented in writing and containing an itemized listing of all financial transactions conducted since the last meeting and a balance sheet, e) committee reports, f) discussion of old business, g) discussion of new business, and g) open discussion.
Section 6. Order of a Vote. The order of a vote at any meeting shall be as follows: Motion, second of the Motion, discussion of the Motion moderated by the Board of Directors, closure of discussion, and any necessary vote.
Section 7. Adjournments. Any meeting may be adjourned by a majority of the Board of Directors. Prior to adjournment the Board of Directors shall fix a new record date for the adjourned meeting.
Section 8. Voting Lists. The Vice President/Secretary, having charge of the membership books of the Association, shall maintain a complete list of the members entitled to vote at any meeting or any adjournment thereof.
ARTICLE VI
BOARD OF DIRECTORS
Section 1. Number. The business of the Association shall be managed and governed by a Board of Directors composed of not less than three (3) directors, all of whom shall be current owners and full-time residents upon a lot or lots within Hiawatha Farms subdivision. All members of the Board of Directors must be current with dues and in good standing in the Association or they forfeit their office until such time as their dues are fully paid and they are a member of the Association in good standing or they are removed from office. Only one person from a member-household can be elected to the Board of Directors during the same term of office.
Section 2. Term of Office. Those persons named in the Articles of Incorporation as Directors shall hold office and comprise the Board of Directors until the first meeting of the members, at which meeting an election of a Board of Directors shall be held and the successors to the original Directors chosen by the members. There shall be no restriction on the number of terms for which a Director of this Association may be elected. A Director shall hold office for a term of one (1) year without term limits.
Section 3. Removal-Vacancy. Any Director may be removed from the Board of Directors with or without cause, by a vote of the majority of the members of the Association. A special meeting of the members to recall a member or members of the Board of Directors may be called by twenty five per cent (25%) of the members giving signed, written notice to the entire Board of Directors, and the notice shall state the demand for a new election for the specified position or positions to be recalled. If a majority of the current Board of Directors finds such a notice valid, it shall, at the next regularly scheduled meeting, given proper notice to all members, hold a vote to recall the specified member or members. If the recall is successful, the new vacancy on the Board of Directors shall be immediately filled as specified in the Bylaws. Any vacancy occurring on the Board of Directors resulting from any cause shall be temporarily filled as directed by these Bylaws.
Section 4. Compensation. No Director shall receive compensation for any service he or she may render to the Association. However, any Director may be reimbursed for actual reasonable expenses incurred in the performance of his or her duties and as approved by the Board of Directors.
Section 5. Enumeration of Officers. The Board of Directors of the Association shall consist of the following officers: a President, a Vice President/Secretary, and a Treasurer, and such other officers as the Board of Directors may from time to time by resolution create. All officers shall at all times be members of the Board of Directors and no officers may be elected or appointed who are not members of the Board of Directors.
Section 6. Election Of Officers. The election of officers shall take place at the Annual Meeting as the last order of business at the Annual Meeting.
Section 7. Authority to Appoint Committees. The Board of Directors may appoint regular and special committees to serve for the purpose designated by the Board of Directors and for such terms as determined by the Board of Directors.
Section 8. Resignation And Removal. Any officer may be removed from office with or without cause by a majority vote of the Association membership pursuant to these Bylaws. Any officer may resign at any time by giving written notice to the Board of Directors, the President or the Vice President/Secretary. Such resignation shall take effect on the date of receipt of such notice or at such later time specified therein, and unless otherwise specified therein, the acceptance of such resignation shall not be necessary to make it effective.
Section 9. Vacancies. In the event of death, resignation, or removal of an officer or any vacancy created by reason of adding new offices, the vacancy may be filled by the affirmative vote of a majority of the remaining members of the Board of Directors. The new officer(s) shall hold office until the end of the unexpired term.
Section 10. Multiple Offices. No offices may be held by the same person.
Section 11. Duties. Duties of the officers are as follows:
A. President: The President shall preside at all meetings of the Board of Directors; direct development of meeting agendas, direct and promptly respond to all correspondence for the Association, develop and appoint committees with the advice and consent of a majority of the Board of Directors, seek and request assistance in the performance of all necessary duties, see that orders and resolutions of the Board of Directors are carried out; shall sign all leases, mortgages, deeds and other written instruments approved by resolution of the Board of Directors, shall co-sign all checks and other notes over one hundred dollars ($100.00) with the Treasurer, and shall have all of the powers and duties which are usually vested in the office of the President of a corporation.
B. Vice President/Secretary: The Vice President/Secretary shall act in the place of the President in the event of his or her absence, inability or refusal to act, and shall exercise and discharge such other duties as may be required of him or her by the Board of Directors and otherwise assist as requested with the duties of the President and any other officer. In his/her duty as Secretary, he/she shall record the votes and keep the minutes of all meetings and proceedings of the Board of Directors and of the members in the manner required by Florida Statutes, for a period of not less than seven (7) years. Meetings may be recorded on audio tape as well as written notes. Both forms may be used to transcribe the official minutes. Tapes, if used must be retained until the minutes have been read and accepted by the members at a subsequent meeting. The official transcribed minutes, and any appended documents, shall be available for inspection by members, or their authorized representative, at reasonable times. The Vice President/Secretary shall keep the corporate seal of the Association and affix it on all papers requiring said seal; serve and post notice of meetings of the Board of Directors and of the members; keep appropriate current records showing the members of the Association together with their addresses and other relevant contact information; prepare and disseminate information as requested by the Board of Directors, oversee maintenance and updating of the Association web site, and shall perform such other duties as may be required by the Board of Directors.