BY-LAWS OF CLEARWATER BEACH ASSOCIATION, INCORPORATED.
(Amended, January 2011)
ARTICLE I NAME AND LOCATION
Section 1 Name: The name of this organization shall be; Clearwater Beach Association, Incorporated (CBA, Inc); located in Clearwater, Florida.
ARTICLE II OBJECTIVES
Section 1 Objectives: The CBA, Inc, is organized to promote projects of a Civic, Charitable, Recreational, and Social nature in that portion of Clearwater including the Memorial Causeway and Clearwater Beach; to advance, improve and protect residential and commercial properties; to cooperate with the City Council of the City of Clearwater; and with any Boards/Bureaus/groups or organizations having their purpose or objective, the advancement of the area previously defined.
Section 2 Policy: CBA, Inc. shall be not-for-profit, non-partisan and non-sectarian. However, the Association, through its Board of Directors may inform the public about key issues affecting the City, candidate qualifications and their political views, in order that Objectives of the Association in the various areas of the community may best be served.
Section 3 CBA Foundation, Inc.: A separate and distinct entity shall be legally constituted as the charitable, tax-exempt, instrumentality of CBA, Inc. (Normally Referred to as a “501. c. (3)” Organization) Its Officers and Directors shall be the same individuals specified herein for CBA, Inc. who will perform the same duties as specified herein for CBA Foundation, Inc. Funds shall be maintained in separate accounts.
ARTICLE III MEMBERSHIP
Section 1 Eligibility: Any person(s) residing on Clearwater Beach, or any one (1) representative of a business on Clearwater Beach, having interests consistent with the above objectives, shall be eligible for voting membership. Any other person(s) having interests consistent with the objectives shall be eligible for Associate non-voting membership. A membership shall be held as an individual, personal membership or as an individual membership in the firm name of a business. Membership shall be on a calendar-year basis.
Section 2 Applications: Applications for membership shall be in writing on forms provided for that purpose and signed by the applicant. The Member-ship Committee shall receive, review and submit with recommendations to the Board of Directors for appropriate action. An applicant, having been approved, shall become a member on payment of prescribed dues and shall remain a member as long as dues are current. However, should a member subsequently and publicly exhibit conduct inconsistent CBA objectives or engage in significant violation of municipal codes or unlawful conduct, the BOD, may consider revocation of membership.
Section 3 Dues: Membership dues shall be prescribed by the Board of Directors, payable one year in advance at the prescribed rate. Dues are payable January 1 of each year. Dues paid by members joining after October 1, and before January 1, shall be at the annual rate, effective for the remainder of that calendar year AND shall be considered dues for the coming year. All dues monies collected shall be used for purposes consistent with objectives as determined by the Board of Directors.
Section 4 Voting at Association Meetings: Each current resident member; representing one household, or CWB business, shall be entitled to cast one (1) vote. No proxy votes shall be allowed at any Association meeting, except for Directors at the annual meeting. The Membership Committee of the Board of Directors shall make all determinations as to voting qualifications and their determinations shall be final.
ARTICLE IV ASSOCIATION MEETINGS
Section 1 Annual Meeting: At least one business meeting of the membership shall be held each year on a date to be set by the Board of Directors. All members shall be notified, in writing, (mail or E-mail), of the place, date and time at least fourteen (14) days, but not more than thirty (30) days, in advance of the meeting.
Section 2 Special Meetings: Special meetings of the Association may be called by the President at any time or on direction of the Board of Directors, upon due notice, or within three weeks upon petition, in writing, by ten percent (10%) of the voting members. Such petition shall state the purpose or purposes of the requested meeting. Notice of Special meetings, including purpose(s) of the meeting, shall conform to that prescribed for Association Meetings, and all business conducted at Special Meetings shall be limited to the stated purposes.
Section 3 Quorum: At any called meeting of the Association, ten percent (10%) of the members in good standing shall constitute a quorum.
Section 4 Order of Business: The order of business at called Association Meetings shall be as follows; (Except for Special Meetings, when items “f” through “i” are inappropriate and shall be omitted)
- Roll call or other means of verifying attendance,
- Proof of notice of meeting or waiver of notice,
- President’s welcome, quorum announcement and presentation of agenda,
- Reading minutes of preceding meeting or waiver thereof with approval by members,
- Treasurers report with approval by members,
- Committee reports,
- Election of officers, as necessary,
- Old business,
- New business,
- Special Meeting issues
ARTICLE V BOARD OF DIRECTORS
Section 1 Membership: The governing and policy-making responsibilities of the Association shall be vested in the Board of Directors, which shall be responsible for its finances and direct its affairs. The Board of Directors shall be composed of fifteen (15) elected members of the Association, five (5) of whom shall be elected annually to serve for three (3) years or until their successors are elected and have qualified.
Section 2 Meetings: The Board of Directors shall meet at least four (4) tines a year, and a majority of the Directors shall constitute a quorum. The President may call a Special Meeting of the Board of Directors at any time when conditions dictate. Special Meetings of the BOD may be conducted in the normal manner, by personal contact, by telephone or E-mail.
Section 3 Board Vacancies: A slate of Proposed Directors shall be developed for nomination by a Nominating Committee, consisting of at least three (3) members, at least one (1) of whom shall be a current Director, appointed by the President at or before the September Board Meeting each year. The Nominating Committee shall report the slate at or before the October Board Meeting, with notice that additional nominations may be made by any member, in writing, with the concurrence of the nominee, at or before the November Board Meeting. There will be no nominations for Director “From the floor” at the Annual Association Meeting.
Section 4 Elections: Elections of Directors shall take place at the annual Association Meeting; normally held in December. The report of the Nominating Committee and any additional nominations received from the membership at or before the November Board Meeting shall be presented by the Chair of the Nominating Committee. Nominees receiving the most votes shall be certified as such and shall assume office as of January 1 of the following year. An installation ceremony may be scheduled at the discretion of the Board of Directors. No person shall serve as a director for more than two (2) consecutive, full terms; however, a Past Director may again be elected to the Board of Directors after an absence of one year.
Section 5 Unexpected Vacancies: Such vacancies of Directors resulting from any cause shall be filled by the Board of Directors to serve until the next Annual Meeting, at which time the members of the Association shall elect a Director to fill the unexpired term of the original Director. Vacancies of officers shall be filled by the Board of Directors. A Director who fails to attend three (3) unexcused successive regular meetings of the Board may be subject to removal from membership on the Board upon the recommendation of the Executive Committee and a majority affirmative vote of the Board of Directors.
Section 6 Advisory Board: An Advisory Board may be appointed by the President from the current Board of Directors, or of former Directors who, because of age, health or other reason, and having served a minimum of three (3) years on the Board of Directors, are willing to advise but not vote as an active member.
Section 7 Compensation: Directors and Advisory Board members shall not receive compensation for their services as such. However, nothing herein contained shall be construed to preclude any director or Advisory Board Member from serving the Association in any other capacity for which he may be hired.
Section 8 Financial Liability: General Liability insurance shall be obtained with CBA, Inc. funds to indemnify CBA, Inc. and its Directors and officers in the performance of their duties and to indemnify the members during CBA Inc. sponsored events and sponsored activities.
Section 1. Election of President; prior to the January meeting. Directors will be asked to either agree to “Stand” for election or opt out. At the meeting, ballots with names of those agreeing to stand will be distributed to the fifteen (15) Directors. Each Director must vote for one (1) name on the ballot. Votes will be tallied along with Proxy votes of absent Directors, if any. The Director receiving the most votes will be declared PRESIDENT; the Director receiving the second most votes will be Vice President.
Current Secretary and/or Treasurer may continue in office or be replaced through canvassing members of CBA. A Director may volunteer as either Secretary and/or Treasurer. If a member, other than a Director, volunteers they will be expected to attend all called meetings but will have no vote on BOD deliberations.
Section 2 Duties of Officers:
- President: The President shall; serve as the Chief Executive Officer (CEO)of the Association and preside at all meetings of the membership and Board of Directors; appoint Committee Chairs, with consent of the Board of Directors; co-sign with the Treasurer all instruments and documents pertaining to the operation of the Association and sign all correspondence other than routine.
- Vice-President: The Vice-President shall: assist the President; officiate and perform CEO duties the absence of the President.
- Secretary: The Secretary shall: keep “Minutes” of all meetings of the Association and its Board of Directors and shall issue notices of all meetings and have custody of the Charter, By-Laws, Corporate Seal and all official records of the Association other than financial records.
- Treasurer: The Treasurer shall: receive, secure and disburse funds of the Association; prepare for submission to Authorities the necessary documents to establish legal basis for The Association’s existence and comply with reporting requirements; be the official custodian of all funds of the Association and shall co-sign with the President all instruments and documents pertaining to operation of the Association. The Treasurer shall serve without bond.
Section 3 Removal and Replacement: Any officer or committee Chair may be removed from office upon recommendation of the Executive Committee and a majority vote of the Board of Directors.
ARTICLE VII COMMITTEES
Section 1 Committees: The President, with the consent of the Board of Directors, shall appoint all Committees and Committee Chairs.
Section 2 Ex-Officio members: The President and Vice-President shall be ex-officio members of all committees except the Nominating Committee.
Section 3 Standing Committees: Standing committees shall be Membership, Publicity, Government, Beautification, Civic Affairs, Special Events and such other ad hoc committees as may be required. In addition to the committees named herein, the President may appoint an Executive Committee to advise and assist in the performance of CEO duties. The Executive Committee shall consist of four (4) members with a Past-President as Chair.
ARTICLE VIII FISCAL YEAR
Section 1 Fiscal Year: The Fiscal year of the Association shall be the calendar year January 1 until December 31.
ARTICLE IX SEAL
Section 1 Seal: The corporate seal shall bear the name of the Association and the word “Florida”.
ARTICLE X AMENDMENTS
Section 1 Amendments: These By-Laws may be amended by a majority of members voting for such amendments at any Association meeting (a quorum being present), provided that a true copy of proposed amendments shall have been sent by mail or E-mail to each member with the call of such meeting provided therein.
ARTICLE XI PARLIAMENTARY AUTHORITY
Section 1 Parliamentary Authority: Roberts Rules of Order shall be the parliamentary authority for all matters of procedure not specifically covered by these By-Laws or by any special rules of procedure adopted by the Board of Directors or the Association. Whenever reference is made to person or office in the masculine gender, the same shall include and be taken to mean the feminine as well.
ARTICLE XII ENACTMENT
Section 1 Enactment: These By-Laws shall be effective immediately following their adoption by a majority of the members of the Association present at any Association meeting for which proper notice has been given. When so adopted, they shall supersede previous By-Laws and amendments.
(The foregoing are the By-Laws of the Clearwater Beach Association, Inc., as amended by the membership, January 2011)