Bylaws of the Siesta Key Association
Approved and Adopted March 4, 2004
Revised Section IV approved March 2005
ARTICLE I
Name and Purpose
Section 1. NAME:
The name of the association shall be the Siesta Key Association of Sarasota, Inc. The Association may refer to itself as Siesta Key Association or SKA.
Section 2. GENERAL PURPOSE:
The general purpose of the association shall be to afford representative voice in civic and community affairs of interest to the property owners and residents of Siesta Key and Bay Island. The Association shall be a non-profit and non-partisan organization.
The purposes for which the Siesta Key Association was formed:
- To secure united action in the protection of the property and the property rights of its members.
- To represent its members in all matters of common interest before the Federal Government, State Legislature, Sarasota County, City of Sarasota and other legal entities with which its members may be concerned.
- To recommend to the State Legislature and to the governing bodies of the several political sub-divisions of the State suggestions for legislation to further the welfare and purposes of Siesta Key and Bay Island.
- To render aid and assistance in the proper enforcement of the laws in the State of Florida, Sarasota County and City of Sarasota applicable to conservation and the environment.
- To conserve and increase the scenic and natural beauty of the area encompassed by Siesta Key and Bay Island.
- To ensure the enforcement and recommend changes to the laws and regulations governing the appearance of all aspects of Siesta Key and Bay Island including but not limited to buildings, landscapes, signs, roadways, canals, lagoons, waterfronts, and waterways (passes).
- To promote and carry on social gatherings and to insure the organized support of activities for the pleasure, education, and recreation of Siesta Key and Bay Island residents.
ARTICLE II
Membership
Section 1. ELIGIBILITY:
All persons owning property or residing on Siesta Key or Bay Island are eligible for membership in the Association.
Section 2. DUES:
Persons eligible for membership shall become members of the Association upon payment of the annual dues. The amount of the dues shall be established by the Board of Directors. Persons cease to be members of the Association upon failure to pay current dues. Dues are payable on or before January 1 for the succeeding membership year. Persons joining the Association after September 1 of any year shall be members of the Association for that year and the succeeding year.
Section 3. MEMBERSHIP LIST
The Association shall maintain a current list of its members and their mailing addresses. Any member of the Association may inspect the list or obtain a copy (for a reasonable copying charge) at all reasonable times, upon appropriate notice.
ARTICLE III
Members' Meetings
Section 1. ANNUAL MEETING:
The annual meeting of the members shall be held in March of each year at a date, time and place established by the Board of Directors. At the March meeting, the Directors of the Association for the ensuing term shall be announced and the members shall be announced and the members shall transact such other business as may come before the meeting.
Section 2. SPECIAL MEETINGS:
A special meeting of the members may be called at a date, time, and place established by the President or, in his absence, by the Vice President, or a majority of the Board of Directors. It shall be the duty of the President, Vice President or the Directors to call such a meeting whenever requested in writing by at least 100 members of the Association. Such request shall state the purposes of the meeting. Notice of meeting shall include appropriate ballot and proxy forms and any other such material the Board considers appropriate. Business transacted at all special meetings shall be confined to those items in the call of the meeting.
Section 3. NOTICE:
Written notice of the time and place of the annual meeting shall be mailed by the Secretary to each member at such address as appears on the books of the Association, at least twenty-one (21) days before each meeting. The notice of meeting shall state each of the matters to be considered at the meeting and may be accompanied by a proxy ballot in substantially the same form as the same attached to these bylaws. Notice for special meetings may be advertised in the local newspaper in lieu of a mailed notice.
Section 4. VOTING:
Voting may be done by written ballot without a meeting or at a meeting. Proxies and ballots used at meetings of the Association shall be in substantially the same form as the forms attached hereto. On any issue each member of the Association may cast one (1) vote. Votes received after the deadline for casting votes as specified in the ballot or notice of the meeting shall not be counted.
Section 5. QUORUM:
A quorum for the transaction of business at any membership meeting shall consist of twenty percent (20%) of the membership, present in person or represented by proxy or ballot. If a quorum is not present, the members present shall adjourn the meeting.
Section 6. ANNUAL REPORT:
At the annual meeting, the President shall report on the activities and matters considered by the Association for the year ending. This may be done by the President or through committee reports. There shall be a Treasurer's report and copies will be available for those who want them.
Section 7. CALENDAR YEAR:
Membership and financial records shall be kept on a calendar year.
Section 8. PARLIAMENTARY PROCEDURE:
The current edition of "Robert's Rules of Order" shall govern the conduct of the meetings of members and Directors with respect to matters not covered by the Articles of Incorporation or these Bylaws.
ARTICLE IV
Directors
Section 1. REPRESENTATIONS:
Directors shall be selected to give as broad and as equal a geographical representation as possible from all parts of Siesta Key and Bay Island.
Section 2. NUMBER OF DIRECTORS:
The business of the Association shall be managed by a Board of 18 Directors. Six Directors shall be elected each year for a term of three years. No person may serve more than two successive terms unless: 1) elected to an unexpired term by the Directors and thereafter to a full term by the Members; or 2) elected to a full term by the Members after absence of one year.
Section 3. NOMINATIONS:
The Directors, no later than November of the year preceding the year of election, shall elect a Nominating Committee of five members of the Board of Directors. This Committee shall request the members of the Association to submit the names of persons who may be interested in becoming Directors. On or before January 10 of the year of election, the Nominating Committee shall publish its list of nominees for the coming year. Such publication shall be by mail or by advertisement in a newspaper circulated in Sarasota County, Florida.
Any person wishing to be nominated for the Board of Directors may submit his name to the Nominating Committee, together with a Petition for Nomination signed by 50 members of the Association . The petition may be submitted to any member of the Nominating Committee or to the President or Secretary of the Association and must be either hand-delivered or mailed during the month of January. Upon receipt of such a petition, a ballot shall be created including the name(s) submitted and the published nominees. The ballot may, at the discretion of the Nominating Committee, designate those candidates nominated by the committee as distinguished from those added by petition.
The Nominating Committee will give preference to a general member who wants to become a Director if he has demonstrated a commitment to serve by the following:
Has actively volunteered a minimum of three months on a focus group or Standing Committee (with the exception of the Nominating or Executive Committees), with approval of the chairperson, prior to becoming elected as a Director.
OR
Has attended at least six of the Board of Directors? meetings in the 12 months prior to becoming elected as a Director.
Section 4. BALLOTS FOR DIRECTORS:
When a ballot is necessitated by a Petition for Nomination, at least 30 days prior to the date of the annual meeting to be held in March of each year, the Nominating Committee shall mail to all of the members of the Association a written ballot stating the names of each of the nominees for Directors for the coming year. The ballot shall be in substantially the same form as the ballot attached to these Bylaws.
Section 5. ELECTION:
Ballots must be received by the Association on or before the date stated on the ballot, which must be at least one week prior to the date of the annual meeting. Those persons receiving a plurality of the votes cast for the vacancies to be filled shall be elected to the Board of Directors.
Section 6. VACANCIES AND REMOVALS:
Any vacancies occurring in the Board of Directors shall be filled by a majority vote of the remaining Directors. Such person shall serve the remainder of the unexpired term. Service for an unexpired term shall not be counted as a term for purposes of the two term limitation provided by these Bylaws. A Director who shall absent himself for three consecutive meetings without excuse may be removed by a majority vote of the Directors.
Section 7. ELECTION OF OFFICERS:
The Board of Directors shall elect annually, following the annual meeting, from its members a President, one or more Vice Presidents, a Secretary, a Treasurer and such other officers as the Board of Directors shall determine appropriate from time to time. Officers so elected by the Board serve at the pleasure of the Board and may be removed, with or without cause, by a majority vote of the Board. The Nominating Committee selected in accordance with Section 3 above may recommend candidates for Officers to the Board, but the selection of Officers shall be in the Board's sole discretion.
Section 8. MEETINGS:
The Board of Directors shall meet monthly at a time and place designated by the President. Notice of such meetings shall be given each Director at least three days prior to the meeting. The Directors may enact rules concerning the attendance and participation by members at the Director's meetings.
Section 9. QUORUM:
A quorum at a Directors' meeting will consist of a majority of the Directors. The acts approved by a majority of the votes cast at a meeting at which a quorum is present shall constitute the acts of the Board of Directors.
Section 10. POWERS:
The Board of Directors shall administer the business and affairs of the Association. They may: accept the resignation of any Director, Officer or Agent of the Association; elect Officers; employ persons to furnish goods and services; and exercise the powers of the Association as provided in the laws of the State of Florida, Articles of Incorporation, and these Bylaws.
Section 11. COMMITTEES:
At the first monthly meeting following the annual meeting, the President, with approval of the Board, shall appoint the Chairmen and members of the various Standing Committees. The Chairman shall be a member of the Board. General members may participate in Standing Committees with the exception of the Executive Committee and the Nominating Committee. At no time shall general members volunteering exceed 40% of a Standing Committee.
Section 12. EXECUTIVE COMMITTEE:
The Executive Committee shall consist of the President, Vice President(s), Secretary and Treasurer. In the absence of a quorum of the Board, the Executive Committee may assume the full powers of the Board, provided that the Board at its next regular meeting confirms all interim actions of the Executive Committee.
ARTICLE V
Duties of Officers
Section 1. PRESIDENT:
The President shall be the chief executive officer and head of the Association. He shall preside at Member and Director meetings, supervise the affairs of the Association, sign all written contracts of the Association and perform such duties as are incidental to his office.
Section 2. 1st VICE PRESIDENT:
The 1st Vice President shall discharge the powers and duties of the President during his absence or disability and such other duties as the President may, from time to time, assign to him.
Section 3. 2nd VICE PRESIDENT:
The 2nd Vice President shall discharge the powers and duties of the President during his absence and the absence of the 1st Vice President or their disability and such other duties as the President may, from time to time, assign to him.
Section 4. SECRETARY:
The Secretary shall keep the minutes of meetings, have charge of all Association files, records and papers, and perform all the other duties incidental to the office.
Section 5. TREASURER:
The Treasurer shall have general charge of the financial affairs of the Association and may be bonded at the expense of the Association. He shall keep regular books of account, and shall submit them, together with his vouchers, receipts, records and other papers, to the Directors for their examination and approval. The financial records of the Association shall be examined each year by an accountant, certified public accountant, or other person or committee appointed by the Board of Directors from time to time.
The Treasurer, with approval of the Board, shall deposit the monies of the Association in a bank, trust company, savings and loan association or other readily marketable short-term investments as he, in his discretion, shall determine. Checks drawn on the Association account shall be signed by such officers as the Board of Directors shall designate.
ARTICLE VI
Amendments to Bylaws
Section 1. AMENDMENTS:
These Bylaws may be altered, amended, repealed, and new Bylaws may be adopted in place thereof, by a two-thirds vote of the Board of Directors of the Association.
Section 2. PROCEDURE:
amendments to the bylaws shall be submitted to the membership after approval by the Directors or by written petition to the Directors signed by one hundred (100) members. The petition shall specifically set forth in writing the amendments to be considered.
ARTICLE VII
Indemnification of Directors, Officers,
Committee Members, Agents, or Employees
Section 1. INDEMNIFICATION:
The Association has the power to indemnify any person who is or was a Director, Officer, Committee member, agent or employee of the Association, or who was serving at the request of the Association on its behalf, against any liability asserted against him or incurred by him in any capacity arising out of his status as such, all in accordance with the indemnification provisions and limitations of the Florida Not for Profit Corporation Act. The Association shall have the power to purchase and maintain insurance on behalf of the persons to be indemnified.
For more information, please contact us
phone 941/364-4880
email info@siestakeyassociation.com
