(1/28/2020 Revisions in bold)
(1/24/21 Revisions in red)
ARTICLE I. IDENTITY
These are the By-Laws of the MORNINGSIDE CIVIC ASSOCIATION, INC., herein called the "Association", a non-profit Florida corporation.
1.1 Office. The office of the Association shall be as specified in the Charter of the Association or such other place as may be designated by the board of directors.
1.2 Seal. The seal of the corporation shall bear the name of the corporation, the word "Florida", and the words "Corporation not for profit" and year of incorporation
1.3 The Morningside Civic Association is a voluntary civic association. It is not a legally binding or mandatory homeowners or condominium type association.
ARTICLE II. MEMBERS
2.1 Qualification. The members of the Association shall consist of those persons specified in Article 4 of the Charter of the Association, as restated and amended.
2.2 Voting Rights. Each separately deeded property within the boundaries of the Association upon which resides a member household shall have one and only one individual within that household who is recognized by the Association for purposes of voting, and the manner of exercising such voting rights shall be determined by these By-Laws. The term "majority" as used in these By-Laws and other instruments in reference to voting by Association members at meetings means more than fifty (50) percent, and at the board of directors meetings, means more than fifty (50) percent of those present.
2.3 Approval or Disapproval of Matters. Whenever the decision of a member household is required upon any matter, whether or not the subject of an Association meeting, such decision shall be expressed by the same person who cast the vote of such member household at any previous Association meeting, unless otherwise designated.
2.4 Membership Fees. Fees for qualification for membership in the Association shall be in such amounts as established from time to time by a two-thirds (2/3) vote of the board of directors. The board of directors may establish a reduced fee for elderly residents. Membership fees shall take effect as of the first of October of each year and renewals shall be payable as of that date.
ARTICLE III. MEMBERS' MEETINGS
3.1 Annual Members' Meeting. The annual members' meeting shall be held at such date, time and place during the month of January as shall be designated by the board of directors for the purpose of electing directors and of transacting any other business authorized to be transacted by the members or the board of directors.
3.2 Notice of Annual Members' Meetings. Notice of the annual members' meeting stating the time and place and the purpose for which the meeting is called shall be given. Such notice shall be in writing, on paper, and furnished to each household within the Morningside boundaries (as specified in Section 4.1 of these bylaws) not less than fourteen (14) days nor more than sixty (60) days in advance of the date of the meeting. The notice to each member shall be furnished either by US Postal Service mailing or hand delivery to each household within the Association's boundaries at its legal mailing address. Additional notice of the meeting may be sent electronically. If any issues or questions are to be addressed by the membership, they must be stated in the notice and an appropriate absentee ballot prepared in advance. Only questions prepared in advance may be acted upon.
3.3 Special Members' Meeting. Special members' meetings shall be held whenever called by a majority of the board of directors and must be called by such directors upon receipt of a written request, stating the purpose for such meeting, from twenty (20) percent of the Association membership, as specified by Article 4 of the Charter. The board of directors shall develop and prepare any appropriate absentee ballot which may be required prior to that meeting.
3.4 Notice of Special Members’ Meetings. Notice of a special meeting stating the time, place and purpose thereof shall be served upon or mailed to each member entitled to vote in the same manner as in Article 3.2 above, at least five (5) days prior to such meeting. Any issues or questions to be addressed must be stated and an appropriate absentee ballot prepared in advance. Only questions prepared in advance may be acted upon.
3.5 Quorum. A quorum at members' meetings shall consist of twenty (20) percent of the Association membership, as specified by Article 4 of the Charter, present in person at a duly called meeting. The acts approved by a majority of those present in person or by absentee ballot at a meeting at which a quorum is present shall constitute the acts of the members, except when approval by a greater number of members is required by the Charter or these Bylaws.
3.6 Absentee Ballots. Votes may be cast in person or by absentee ballot. Absentee ballots may be cast by any person entitled to vote when he, for any reason, is unable to attend a duly called meeting of the Association. The board of directors shall prepare the official absentee ballot at least fifteen (15) days prior to each annual or special meeting of the Association. One, and only one, such ballot shall be furnished to any member household who requests it. Ballots shall be furnished and returned electronically, allowing members to record their vote electronically, unless any member requests that a ballot be furnished and returned in paper format, in which case the Association shall furnish such member with a paper ballot. The absentee ballot shall be completed by the voting member and returned electronically or in paper format to the Secretary, or those persons appointed by the board of directors, by a specified time no less than one calendar day before the appointed time of the meeting. Absentee ballots shall remain valid unless withdrawn in writing by the person who executed it prior to its tabulation.
3.7 Adjourned Meetings. If any meeting of members cannot be conducted because a quorum has not attended, the board of directors or those members who are present may adjourn the meeting from time to time until a quorum is present.
3.8 Order of Business. The order of business at the annual members' meeting shall be determined by the board of directors in advance of that meeting and appear in the notice provided.
ARTICLE IV. BOARD OF DIRECTORS
(a) The affairs of the Association shall be managed by a board of directors of fifteen (15) members in accordance with the Charter. Each director shall be a current member of the Association.
(b) Twelve (12) members shall be elected by districts. There shall be two (2) members per district. Each member must reside in the district from which he is elected. The six (6) districts shall be as follows:
(1) District One includes all households on NE 50 Terrace and NE 51 Street, including the households at 5025, 5050 and 5100 NE 5 Avenue and 5100 NE 7 Avenue;
(2) District Two includes all households on NE 52 Street and NE 52 Terrace, including the households at 5195, 5200, 5201, 5225, 5261 and 5262 NE 5 Avenue and 5200 NE 7 Avenue;
(3) District Three includes all households on NE 53 Street and NE 55 Street, including the households at 5270 and 5275 NE 5 Avenue and 5260, 5300 and 5500 NE 7 Avenue;
(4) District Four includes all households on NE 55 Terrace and NE 56 Street, including the households at 5560, 5600 and 5601 NE 5 Avenue, 5600 NE 6 Avenue and 5524 NE 7 Avenue;
(5) District Five includes all households on NE 58 Street, the 400, 500 and 600 blocks of NE 57 Street and the 500 block of NE 59 Street, including the households at 5610 NE 5 Avenue, •5731 NE 6 Avenue and 5800 NE 6 Court; and
(6) District Six includes all households on North Bayshore Drive, the 600 and 700 blocks of NE 59 Street, the 5900 block of NE 6 Avenue, and the 5900 block of NE 6 Court, including the households at 5830 and 5831 NE 6 Court, 650 and 698 NE 60 Street and 759 NE 57 Street.
(7) Three (3) members shall be elected at-large.
(c) The immediate past-president of the Association shall be an ex-officio member of the board of directors, without voting rights.
4.2 Election of Directors.
(a) Members of the board of directors shall be elected by a plurality vote of the current voting members present or by absentee ballot at the annual meeting of the members of the Association, and entitled to vote. In district elections, only resident member households of a district may vote for board members from that district.
(b) Except as to vacancies provided by removal of directors by members, vacancies on the board of directors occurring between annual meetings of members shall be filled by the remaining directors. The appointment of a district board member shall be valid only until the next election. At that time the newly elected district member shall serve the balance of the term, if any, for the district seat to which he was elected.
(c) Any director may be removed by the vote or agreement in writing of a majority of all of the members of the Association. A special meeting may be called by members holding verified signatures of twenty (20) percent of the members for that purpose. Notice shall be given as provided herein for special members' meetings and shall state the purpose of the meeting and the issue or question to be addressed in accordance with the provisions of Article 3.3. If a vacancy is created on the board of directors by the actions of this meeting, a subsequent special meeting shall be held within thirty (30) days to fill that vacancy.
(d) Directors may be removed if they miss more than three (3) regular meetings of the board of directors per election year. Telephonic attendance by a Director is permitted at up to three (3) times per election year, and any directors attending telephonically will be considered present at the meeting for purposes of quorum and voting. Notice shall be given at three absences. A director so removed may be replaced by a majority vote of a properly convened meeting of the board of directors.
(e) Rules governing the election of directors may be adopted by the board of directors:
(a) The term of office of the twelve (12) members of the board of directors representing the six (6) districts shall be for two- years. One member from each district shall be elected each year.
(b) The term of office of the three (3) members of the board of directors elected at-large shall be for one year.
(c) Each director's service shall extend until the -next annual meeting of the members and thereafter until his successor is duly elected, or until he is removed in the manner elsewhere provided.
4.4 Organizational Meeting. The organizational meeting of a newly elected board of directors shall be held within fifteen (15) days of their election at such time and place as determined by the previous board of directors and announced at the annual meeting. The first order of business will be the election of new officers. The outgoing President shall preside over, but not participate in, the election of a new president. The newly elected President shall preside over the remainder of the organizational meeting.
4.5 Regular Meeting. Regular meetings of the board of directors may be held at such time and place as shall be determined, from time to time, by a majority of the directors. There shall be no fewer than nine (9) regular meetings in a calendar year. Notice of regular meetings shall be given to each director, personally or by mail or email or telephone, at least three (3) days prior to the day named for such meeting.
4.6 Special Meeting. Special meetings of the directors may be called by the President and must be called by the Secretary at the written request of two-thirds (2/3) of the directors. Not less than three (3) days notice of the meeting shall, be given to the directors personally or by mail or email or telephone, which notice shall state the time, place and purpose of the meeting. Members may be notified via email list service.
4.7 Waiver of Three Day Notice. A two-thirds majority of the directors may waive notice of a meeting before an emergency special meeting. All decisions made at such a notice-waived emergency special meeting shall be confirmed or rejected at the next regularly scheduled board meeting.
4.8 Quorum. A quorum at directors' meetings shall consist of eight (8) members of the board of directors. The acts approved by a majority of those present at a meeting at which a quorum is present shall constitute an act of the board of directors, except where approval by a greater number of directors is required by the Charter or these By-Laws.
All directors, including the president, may vote on any properly moved and seconded motion, unless specified elsewhere in these By-Laws. For a motion to pass, it must receive "yes" votes from a majority of the board members present at the meeting.
4.9 Adjourned Meetings. If at any meeting of the board of directors there be less than a quorum present, the majority of those present may adjourn the meeting from time to time until a quorum is present. At any adjourned meeting any business which might have been transacted at the meeting as originally called may be transacted without further notice.
4.10 Directors' Meetings. Meetings of the board of directors shall be open to all members.
4.11 Presiding Officer. The presiding officer of directors' meetings shall be the President. In the absence of the President, the Vice President shall preside and in the absence of both the President and the Vice President, the directors present shall designate one of their number to preside.
4.12 Directors' Fees. Directors shall never under any circumstances be entitled to directors' fees.
ARTICLE V. POWERS AND DUTIES OF BOARD OF DIRECTORS
All of the powers and duties of the Association existing under the Charter and these By-Laws shall be exercised exclusively by the board of directors, its agents, contractors or employees, subject to approval by members when such is specifically required
ARTICLE VI. OFFICERS
6.1 Officers and Election. The executive officers of the Association shall be a President, a Vice-President, a Treasurer, and a Secretary, all of whom shall be elected annually by the board of directors and who may be removed by a majority vote of all directors at a regular or special meeting. No person may hold more than one executive office. The board of directors may from time to time elect such other officers and designate their powers and duties as the board may find necessary to properly manage the affairs of the Association.
6.2 President. The President shall be the chief executive officer of the Association. He shall have all of the powers and duties which are usually vested in the office of president of an association, including but not limited to the power to appoint committees from among members from time to time, as he may in his discretion determine appropriate, to assist in the conduct of the affairs of the Association. He shall serve as chairman of all board and members' meetings.
6.3 Vice-President. The Vice-President shall exercise the powers and duties of the President in the event of the absence or incapacity of the President.
6.4 Secretary. The Secretary shall keep the minutes of all proceedings of the directors and the members. He shall attend to the giving and serving of all notices to the members and directors and other notices required by law. He shall keep the records of the Association and shall perform all other duties incident to the office of secretary of an association and as may be required by the directors or the President.
6.5 Treasurer. The Treasurer shall have custody of all property of the Association, including funds, securities and evidences of indebtedness. He shall keep the books of the Association in accordance with good accounting practices and provide for the collection of membership fees; and he shall perform all other duties incident to the office of Treasurer.
6.6 Indemnification and Insurance of Directors and Officers. Every director and every officer of the Association shall be indemnified by the Association against all expenses and liabilities, including counsel fees, reasonably incurred by or imposed upon him in connection with any proceeding to which he may be a party or in which he may become involved by reason of his being or having been a director of officer of the association, whether or not he is a director or officer at the time such expenses are incurred, except in such cases wherein the director or officer is adjudicated guilty of willful misfeasance or malfeasance in the performance of these duties. The foregoing right of indemnification shall be in addition to and not exclusive of all other rights to which such director or officer may be entitled. The board of directors may, and shall if reasonably available, purchase liability insurance to insure all directors, officers or agents, past and present against all expenses and liabilities as set forth above. The premiums for such insurance shall be paid by the Association.
ARTICLE VII. FISCAL MANAGEMENT
7.1 Accounts. The receipts and expenditures of the Association shall be credited and charged to accounts under the following classifications as shall be appropriate.
(a) Current Expenses. Current expenses shall include all receipts and expenditures to be made within the year for which the receipts are budgeted and may include a reasonable allowance for contingencies and working funds. The balance in this fund at the end of each year shall be applied to reduce the assessments for current expense for the succeeding year or to fund reserve.
(b) Other Accounts. The board of directors shall establish and maintain such other accounts as they deem advisable from time to time.
7.2 Budget. The board of directors shall adopt a budget for each calendar year which shall include the estimated funds required to defray the current expenses of the Association, except as otherwise provided. A copy of the proposed annual budget of the Association shall be made available to the members not less than thirty (30) days prior to the meeting of the board of directors at which the budget will be considered. The members shall also be given written notice of the time and place at which the meeting shall be held, and such meeting shall be open to the members.
7.3 Depository. The depository of the Association will be banks or similar institutions as designated from time to time by the board of directors and from which the Treasurer shall disburse funds by check in accordance with procedures approved by the board of directors. The authorized signatures on the designated accounts shall be the President, the Vice President, the Secretary and the Treasurer of the Association. Checks for payment of approved ongoing monthly expenses for less than fifty (50) dollars require only the signature of the Treasurer. All other checks shall require the additional signature of the President, Vice President or Secretary.
7.4 Report. The Treasurer shall submit a monthly financial report to the board of directors. An annual report of the accounts of the Association shall be prepared by the Treasurer and presented to the board of directors within sixty (60) days following the end of the fiscal year. A copy of the annual report shall be made available upon request to any member of the Association.
7.5 Fidelity Bonds. Fidelity bonds may be required by the board of directors from all persons handling or responsible for Association funds. The amount of such bonds shall be determined by the directors. The premiums for such bonds shall be paid by the Association.
7.6 Fiscal Year. The fiscal year of the Association shall be from October 1 to September 30.
ARTICLE VIII. PARLIAMENTARY RULES
Roberts' Rules of Order (latest edition) shall govern the conduct of the Association meetings when not in conflict with the Charter or these By-Laws. If the Board of Directors decides to have a Parliamentarian, they shall elect a member of the Association to act in that capacity.
ARTICLE IX. AMENDMENT
A resolution for the adoption of a proposed amendment of these By-Laws may be proposed either by the board of directors of the Association or by the members of the Association.
9.1 Member Proposed Amendments. Members may propose an amendment by submitting the proposal in writing to the President or the Secretary. The proposed amendment must be signed by not less than twenty (20) percent of the members, as specified by Article 4 of the Charter.
9.2 Board of Director Proposed Amendments. The board of directors may propose a By-Laws amendment by a majority vote of the full board (8 affirmative votes) at any regular meeting of the board of directors.
9.3 Presentation to the Membership. Upon an amendment being proposed as herein provided, the President, or, in the event of his refusal or failure to act, the board of directors, shall call a meeting of the membership to be held within sixty (60) days for the purpose of considering said amendment. However, amendments proposed by the board may be placed on the agenda of the next MCA general membership meeting. The approval of all amendments must be by a majority vote of the total membership of the Association.
9.4 Proviso. No amendment shall be made that is in conflict with the Charter.
9.5 Execution. A copy of each amendment shall be attached to a certificate certifying that the amendment was duly adopted as an amendment of the By-Laws, which certificate shall be executed by the officers of the Association, and included in the records of the Association.
ARTICLE X. CONSTRUCTION
Whenever the masculine singular form of the pronoun is used in these By-Laws, it shall be construed to mean the masculine, feminine, or neuter, singular or plural, wherever the context so requires.
ARTICLE XI. INVALIDITY OF PROVISION
Should any of the covenants herein imposed be void or become unenforceable at law or in equity, the remaining provisions of this instrument shall nevertheless be and remain in full force and effect.
(Article IV shall be implemented as follows: With the election in March, 1991, all fifteen (15) elected directorships will be filled. The person with the highest number of votes in each district shall be elected to a two-year term (until January, 1993). The person with the next highest number of votes in each district shall be elected to a one-year term (until January, 1992), and the at-large directors shall be elected to one year terms (until January, 1992).)