RIVERSIDE PARK RESIDENTS’ ASSOCIATION, INC.
A NOT-FOR-PROFIT FLORIDA CORPORATION
ARTICLE ONE – NAME
The name of this Corporation shall be: Riverside Park Residents’ Association, Inc., herein after referred to as the Association.
ARTICLE TWO – PURPOSE
The purpose(s) for which this Association is organized are as follows: (1) to protect and to promote the best interests of the residents of the Riverside Park Area, as more particularly described hereinafter; (2) to promote and to strive for the improvement and betterment of all public facilities and services within said area; (3) to promote and encourage a better community and civic spirit; (4) to foster goodwill, cooperation, and friendship between and among all the residents of said area; (5) to publish and to make available information regarding the resources and development of the Riverside Park Area; (6) to cooperate with state, county, and city officials and with other civic and public organizations for the general welfare of the community; and (7) to otherwise promote and encourage the development, redevelopment, and improvement of the Riverside Park Area by any lawful means.
This Association is not organized for pecuniary profit. It shall not issue shares of stock; no dividends shall be paid, and no part of the income of the Association shall be distributed to its members, its directors, or its Officers.
DISSOLUTION: The Riverside Park Residents’ Association, Inc. shall exist under these By-Laws unless dissolved by a three-quarter (3/4) vote of the total regular membership. A proposed resolution to dissolve the Association shall be read at two consecutive General Membership Meetings before a vote is scheduled at the third consecutive meeting.
ARTICLE THREE – PHYSICAL BOUNDARIES
PHYSICAL BOUNDARIES of the Riverside Park Residents’ Association, Inc. shall be as follows: Broward Boulevard – North; Davie Boulevard – South; I-95 – West; the North and South Forks of the New River – East.
ARTICLE FOUR – MEMBERSHIP
REGULAR MEMBER: Adult residents or property owners (18 years or older) of Riverside Park (as described in Article III, Section I above) are eligible to be regular members of the Association.
ASSOCIATE MEMBERS: Any person or entity not eligible for regular membership is eligible for associate membership.
- Persons eligible for either regular or associate membership shall be considered for membership upon application to the Board and payment of their own membership dues as prescribed by the Board.
- Applicants for regular membership in the Association may be asked for proof of identification with a picture and current proof of residence.
- Any applicant refused membership shall be entitled to a hearing as prescribed by the Board of Directors.
DUES: The Board of Directors may assess the membership for dues; such dues are to be used exclusively in the interest of the Association. Dues are to be paid upon application for membership and, thereafter, in January of each year. Membership is from January through December.
VOTING: Only regular members shall be entitled to vote and each regular member shall be entitled to one vote regardless of property held by such member.
ABSENTEE VOTING: All proxies must be date specific and issue specific and be submitted in writing. These proxies must be verified by the Association Secretary prior to the vote.
EXPULSION CLAUSE: Any member who proves to be actively detrimental to the rules, goals, and/or objectives of the Association is liable to expulsion by two-thirds majority vote of the regular members present at a Membership Meeting. Said member shall be given an opportunity to speak in his/her defense before said vote is taken.
ARTICLE FIVE – BOARD OF DIRECTORS
NUMBER: The Board of Directors shall consist of 11 members including the four Officers and seven elected Directors.
QUALIFICATIONS: Any regular member (See Article IV Sec. 1) of the Association is eligible.
DUTIES: The Board of Directors will manage the business of the Association. The Board shall convene monthly prior to the General Membership Meeting.
VOTING: Each Director shall have one vote; voting by proxy is not permitted.
QUORUM: A quorum is made up of a majority of the voting members of the Board of Directors. At least two Officers must be present to have a quorum.
VACANCIES: Whenever any vacancies occur on the Board, for any reason, the President shall appoint a successor, subject to the approval of the Board of Directors, for the balance of the one year term of office.
APPOINTMENT AND REMOVAL OF DIRECTORS:
- A Board member who is absent from three consecutive Board of Directors meetings or three consecutive General Membership Meetings, without justifiable cause as determined by the balance of the Board, may be removed from the Board by a majority vote of the balance of the Board of Directors.
- The President, with the approval of the Board of Directors, may appoint ex-officio, non-voting members to the Board of Directors, as necessary, to conduct the business of the Association. Ex-officio Members may by regular or associate members of the Association.
ARTICLE SIX – OFFICERS
NUMBER: The Officers of the Association shall be:
- Vice President
QUALIFICATIONS: Any regular member (See Article IV Section 1) of the Association is eligible.
ELECTION: The Board of Directors shall appoint a nominating committee which, at the Annual Membership Meeting in November, shall present a slate of candidates for election as Officers. Other nominations may be made from the floor. Elections shall be held at the Annual Membership Meeting in November. They shall hold office for a term of one year, beginning after the Annual Membership Meeting.
DUTIES OF OFFICERS: The duties and powers of the Officers of the Association are:
- Shall call and chair all Membership and Board of Directors Meetings.
- Shall make and sign all contracts and agreements approved by the directors and/or membership in the name of the Association, and see that they are properly carried out.
- Shall see that the books, reports, statements, and the certificates required by the Statutes are properly kept, made and filed in accordance with the laws of the State of Florida.
- Shall enforce the charter and these by-laws, and perform all other duties incident to this office.
- Shall represent, or delegate a member to represent, the Association at all pertinent and relevant meetings and give a report of same to the membership.
- Shall require that all meetings be conducted in an orderly manner and in accordance with Robert’s Rules of Order.
- Vice President:
- Shall perform the duties and exercise the powers of the President of the Association whenever the President so delegates, is absent, or unable to perform such duties or exercise those powers set forth in these by-laws.
- While so acting the Vice President shall have all the powers and be subject to all the responsibilities given to or imposed upon the President.
- In the event the office of President is vacated for any reason, the Vice President shall succeed to the office of President. The Board of Directors shall appoint a Vice President for the remainder of the term.
- Shall keep the minutes of all Board of Directors and Membership Meetings.
- Shall be custodian of these records.
- Shall present to the Board of Directors at Board meetings all communications addressed to the Association. The Secretary shall attend to all correspondence and perform all other duties incident to this office, as directed by the Board of Directors.
- Shall keep the rolls of the Association membership.
- Shall be responsible for all of the funds and securities of the Association.
- Shall deposit all such funds and securities of the Association.
- Shall deposit all such funds in the name of the Association in such bank, or banks, trust companies, or safe deposit boxes as the Board of Directors shall designate.
- Shall co-sign, along with another Officer approved by the Board of Directors, make and endorse in the name of the Association all checks, drafts, warrants, and orders for payment of money and payout and dispose of same in receipt thereof, under the direction of the President and/or Board of Directors.
- Shall render a statement of the condition of the finances of the Association at the General Membership Meetings and, upon request, at the Board of Directors meetings.
- Shall keep correct books of account, as shall be required by the Board of Directors.
- Shall do and perform all other duties pertaining to this office, as directed by the Board.
BOND: The Treasurer shall, if required by the Board of Directors, give to the Association such security for the faithful discharge of her or his duties as the Board may require. The Association shall pay the cost of any such bond. Whenever the sums of deposit exceed $10,000 a bond will be required.
COMPENSATION OF OFFICERS OR DIRECTORS: No Officer or Director shall receive salary or other compensation except for out-of-pocket expenses incurred on behalf of the Association. Expense reports with receipts for all items over $15.00 shall be submitted.
REMOVAL OF OFFICERS: The membership may remove any Officer by two-thirds (2/3) vote of the total regular membership of the Association.
ARTICLE SEVEN – MEMBERSHIP MEETINGS
GENERAL MEMBERSHIP MEETINGS: The General Membership Meetings of the membership shall be held each month at a time and place designated by the Board of Directors.
SPECIAL MEMBERSHIP MEETINGS: Special Membership Meetings may be called at any time by the President or a majority of the Directors. Notice must state time of meeting, date, place, and the specific business to be transacted. No business other than that specified may be transacted.
QUORUM: At all General and Special Membership Meetings, thirty three (33) percent of all regular members shall constitute a quorum. If no quorum exists, a meeting may be held to share information and to discuss and debate issues, but no policy setting vote shall be taken. Any vote taken without a quorum shall serve only to inform and advise the Board of Directors.
ANNUAL MEMBERSHIP MEETING: The Association shall hold an Annual Membership Meeting in November for the election of Officers and Board of Directors and to conduct the business of the Association, as necessary, by a majority of regular members voting. For the Annual Membership Meeting, the quorum is waived.
ORDER OF SUCCESSION FOR CHAIRING MEMBERSHIP MEETINGS:
- Vice President
- Any other voting Member of the Board of Directors present at the preceding Board of Directors meeting.
VOTING: At Membership Meetings all issues, unless specified otherwise by the By-Laws or Robert’s Rules of Order, shall be determined by a majority vote, given the required quorum, if any, of the regular members present in person or by signed proxy, as set forth herein.
ARTICLE EIGHT – BY-LAW AMENDMENTS
When deemed necessary these by-laws may be amended by either of the following two processes:
- Annual Membership Meeting: Proposed amendments must be submitted to the Secretary prior to or at the October General Membership Meeting for distribution to the membership at least two weeks prior to the Association’s Annual Membership Meeting. Amendments require approval by a two-thirds (2/3) vote at the Annual Membership Meeting.
- General Membership Meeting: Proposed amendments must be approved by the Board of Directors. The proposed amendments shall be submitted for discussion at the next General Membership Meeting. A two-thirds (2/3) vote of the total regular membership shall be required for ratification at the following General Membership Meeting.