The Bylaws of the Avondale Homeowners' Association of Tallahassee, Inc.
INCLUDING UNITS I, II, III, IV
ARTICLE 1. MEETINGS OF MEMBERS
Section 1. Annual Meeting. The annual meeting of the members of this corporation shall be held at the time and place designated by the directors of the corporation. The annual meeting of the members for any year shall be held no later than thirteen (13) months after the last preceding meeting of members. "Member" shall be defined as an owner of a lot. Each member is entitled to one vote, regardless of the number of owners of said lot.
Section 2. Notice. Written notice stating the place, day and hour of the meeting and, in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten (10) nor more than sixty (60) days before the meeting, either personally or by first class mail, by or at the direction of the President, the Secretary, or the officer or persons calling the meeting to each member of record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail addressed to the member at their address as it appears on the stock transfer books of the corporation, with postage thereon prepaid.
Section 3. Member Quorum and Voting. Ten percent (10%) of the members entitled to vote, represented in person, shall constitute a quorum at a meeting of members. When a specified item of business is required to be voted on by a class of members, ten percent (10%) of the members of such class or series shall constitute a quorum for the transaction of such item or business by that class or series.
If a quorum is present, the affirmative vote of the majority of the members represented at the meeting and entitled to vote on the subject matter shall be the act of the members.
Section 4. Voting of Members. Each member shall be entitled to one (1) vote on each matter submitted to a vote at a meeting of the members.
Section 5. Action by Members Without a Meeting. Any action required by law, those ByLaws of the Articles of Incorporation of this corporation to be taken at any annual or special meeting of members of the corporation, or any action which may be taken at any annual or special meeting of such members, may be taken without a meeting, without prior notice and without a vote, if a consent in writing, setting forth the action so taken, shall be signed by the members having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all members entitled to vote thereon were present and voted.
ARTICLE II. BOARD OF DIRECTORS
Section 1. General Powers. Subject to the limitations of the Articles of Incorporation, these ByLaws, and the Florida General Corporation Act concerning corporate action that must be authorized or approved by the members of the corporation, all corporate powers shall be exercised by or under the authority of the Board of Directors, and the business and affairs of the corporation shall be controlled by the Board.
Section 2. Number, Tenure, Qualifications and Election. The Board of Directors shall consist of five (5) to eight (8) members. The members of the Board of Directors shall be required to be members of the corporation. The number of directors may be increased or decreased from time to time by amendment to these ByLaws and the Articles of Incorporation. Directors of the corporation shall be elected at the annual meeting of members. Members shall serve for one (1) year.
Section 3. Meetings.
(a) The Board of Directors shall hold an organizational meeting immediately following each annual meeting of members. Additionally, regular meetings of the Board of Directors shall be held at such times as shall be fixed from time to time by resolution of the Board.
(b) Special meetings of the Board may be called at any time by the President, or if the President is absent or is unable or refuses to act, by the Vice-President, or by any two (2) members of the Board.
(c) Notice shall be given of regular meetings of the Board, and notice be given of adjourned meetings. Such notice shall be posted on the Association website and included in the quarterly newsletter at least 48 hours prior to the meeting. Notice of special meetings shall be in writing delivered in person or by mail at least five (5) days prior to the date of the meeting. Neither the business to be transacted nor the purpose of any such meeting need be specified in the notice.
Section 4. Quorum and Voting. A majority of Directors in office shall constitute a quorum for the transaction of business, and the acts of a majority of Directors present at a meeting at which a quorum is present shall constitute the acts of the Board of Directors. If, at any meeting of the Board of Directors, less than a quorum is present, a majority of those present may adjourn the meeting, from time to time, until a quorum is present. In the event vacancies exist on the Board of Directors, other than vacancies created by the removal of a Director or Directors by the members, the remaining Directors, although less than a quorum, may elect a successor or successors for the unexpired term or terms by majority vote.
Section 5. Vacancies.
(a) A vacancy in the Board of Directors shall exist on the happening of any of the following events:
(1) A director dies, resigns or is removed from office;
(2) The authorized number of Directors is increased without the simultaneous election of a Director or Directors to fill the newly authorized position;
(3) The members at any annual, regular, or special meeting at which Directors are to be elected, elect less than the number of Directors authorized to be elected at that meeting;
(4) The Board of Directors declares vacant the office of a Director who has been adjudicated of unsound mind or has been finally convicted of a felony or who, within thirty (30) days after notice of his election to the Board, neither accepts the office in writing or attends a meeting of the Board of Directors.
(a) A reduction in the authorized number of Directors does not remove any Director from office prior to the expiration of this term of office.
(b) A vacancy in the Board of Directors, except a vacancy occurring by the removal of a Director, may be filled by the vote of a majority of the remaining Directors, even though less than a quorum is present. Each Director so elected shall hold office for the unexpired term of his predecessor in office. Any Directorship that is to be filled as a result of an increase in the number of Directors must be filled by election at an annual or special meeting of members called for that purpose.
Section 6. Removal.
(a) At a regular meeting of members or at any special meeting called for such purpose, any Director or Directors may be removed from office, with or without cause, by majority vote.
(b) New Directors may be elected by the members for the same unexpired terms of Directors removed from office at the same meetings at which such removals are voted. If the members fail to elect persons to fill the unexpired terms of removed Directors, such terms shall be considered vacancies to be filled by the remaining Directors as provided in Section 5 above.
ARTICLE III. OFFICERS
Section 1. Officers. The officers of this corporation shall consist of a president, a vice-president, a secretary, and a treasurer, each of whom shall be elected by the Board of Directors at its meeting following the annual meeting of the members of this corporation, and shall serve until their successors are chosen and qualify. Any two (2) or more offices may be held by the same person. The failure to elect officers shall not affect the existence of this corporation.
Section 2. Duties. The officers of this corporation shall have the following duties:
The President shall be the chief executive officer of the corporation, shall have general and active management of business and affairs of the corporation subject to the directions of the Board of Directors and shall preside at all meetings of the Board of Directors.
The Vice-President shall have the same powers of the President when the President is unable to be present or serve and such other powers as the President and Board of Directors shall prescribe from time to time.
The Secretary shall have custody of, and maintain, all of the corporate records except the financial records; shall record the minutes of all meetings of the members, send all notices of the meetings out, and perform such other duties as may be prescribed by the Board of Directors or the President.
The Treasurer, or designate, shall have custody of, and maintain, all of the corporate funds and financial records, shall keep full and accurate accounts of receipts of members and other financial information required by the Board of Directors or the President, shall prepare an annual budget for presentation at the annual meeting, and shall perform such other duties as may be prescribed by the Board of Directors or the President.
The members elected at large shall perform such duties as may be prescribed by the Board of Directors.
The Board of Directors may establish committees, or appoint agents, to advise and assist the association officers in carrying out their duties.
ARTICLE IV. AMENDMENT
These ByLaws may be repealed or amended and new ByLaws may be adopted by the Board of Directors.
ADOPTED by the Board of Directors on this 9th day of December, 2009.