ARTICLE I
OFFICES
The principal office shall be the home of the secretary.
ARTICLE II
MEMBERS
Section 1. MEMBERSHIP. Membership is open to all lot owners I the Pemberton Creek Subdivision, Pemberton Creek Subdivision, First Addition , or Pemberton Creek Subdivision, Second Addition. (Hereinafter referred to as Pemberton Creek Subdivisions.) each lot will entitle the owner or owners of that lot to one membership which shall be owned by the lot owner or owners in the same manner as the lot is owned. The owner or owners of a lot entitled t a membership shall acquire a membership by requesting a membership and paying to the corporation the sum of $10-.oo per membership. For example, if a lot is owned by two persons jointly, the owners of that lot will jointly own one membership by paying the total sum of $10.00 and requesting a membership. Any person owning a interest in a membership shall be a member of the corporation.
Section 2. ANNUAL MEETING. The annual meeting of the members shall be held within the three (2) month period beginning with the first day of the tenth month of the fiscal year of the corporation for the purpose of electing directors and for the transaction of such other business as may come before the meeting, the actual day thereof to be set forth in the notice of meeting or in the call and waiver of notice of meeting. If the election of directors shall not be held at any such annual meeting of the members, or at thy adjournment thereof, the Board of Directors shall cause the election to be held at a special meeting of the members as soon thereafter as conveniently may be.
Section 3. SPECIAL MEETINGS. Special meetings of the members may be called by the President or by the Board of Directors, as shall be called by the President or the ?Secretary at the request in writing of a majority of the Board of Directors then in office, or at the request in writing of a majority of the memberships. Business transacted at any special meeting of the members shall be for any purpose.
Section 4. PLACE OF MEETING. The Board of directors may designate the place of meeting for any annual meeting or for any special meetings of the members. A waiver of notice signed by all members entitled to vote at a meeting may designate any place, either within or without the State of Florida unless otherwise prescribed by law or by the Articles of Incorporation, as the place for the holding of such meeting.
Section 5. NOTICE OF MEETING. Written or printed notice stating the place, day and hour of the meeting shall be delivered not less than (10) not more than sixty (60) days before the date of the meeting, either personally or my mail, by or at the direction of the President or the /Secretary, or the officer or persons calling the meeting, to each member of the record entitled to vote at such meeting. If mailed, such notice shall be deemed to be delivered when deposited I the United States mail, addressed to the member at his address as it appears on the books of the Corporation, with postage thereon prepaid. Notice of any meeting scheduled within three (3) months of a prior meeting may be given orally at the prior meeting. No other notice of such meeting need be given.
Section 6. QUORUM. Any number of members present in person or by proxy at any meeting for which proper notice is given shall constitute a quorum.
Section 7. TRANSFER OF PROPERTY. Membership shall be automatically terminated upon the sale, assignment or transfer of a member’s property in the Pemberton Creek Subdivisions. Any member whose membership is terminated who is a director or officer shall automatically cease to be an officer or director.
Section 8. DUES. Annual dues may be assessed by the board of Directors an amount to be determined by them each year. This amount shall be subject to approval by the majority of the members of the Association. Such dues shall be payable to the Treasurer no later than thirty (30) days following the assessment of dues.
Section 9. NONPAYMENT OF DUES. Any member who has not paid the current dues within the specified time will be dropped from membership. Any member who has been dropped may be reinstated upon full payment of the amount assessed to him.
ARTICLE III
VOTING
Section 1. VOTES. Each membership shall be entitled to one whole vote. In the case of multiple ownership of a membership, the vote of that membership shall be apportioned among the owners as their interest may appear but any one such multiple owner may cast the entire vote in the absence of objection by any other co-owner.
Section 2. PROXIES. Every member entitled to vote at any meeting may authorize another person or persons to vote for him or her by written proxy. Each proxy shall be filed with the Secretary before the meeting at which the proxy is to be exercised.
ARTICLE IV
DIRECTORS
Section 1. GENERAL POWERS. The business and affairs of the Corporation shall be managed by its Board of Directors.
Section 2. NUMBER, TENURE AND QUALIFICATIONS. There shall be five (5) directors. Three (3) directors shall be designated as “Subdivision Directors”. One of the Subdivision Directors shall be a lot owner in the Pemberton Creek Subdivision; one of the Subdivision Directors shall be a lot owner in the Pemberton Creek Subdivision, First Addition. One of the Subdivision Directors shall be a lot owner in the Pemberton Creek Subdivision, Second Addition. Each director shall be a member or the Corporation. Each director shall hold office until the next annual meeting of the members and until his successor has been qualified, unless sooner removed by the members at any general or special meeting or his membership is terminated. All Directors shall be of legal age.
Section 3. ANNUAL MEETING. After each annual meeting of the members, the Board of Directors shall hold its annual meeting at the same place as and immediately following such annual meeting of members for the purpose of the election of officers and the transaction of such other business as may come before the meeting; and, if a majority of the directors be present at such place and time, no prior notice of such meeting shall be required to be given to the directors. The place and time of such meeting may also be fixed by written consent of the directors.
Section 4. REGULAR MEETINGS. Regular meeting of the Board of Directors may be held at such time and at such place shall be determined from time to time by the Board of Directors.
Section 5. SPECIAL MEETINGS. Special meetings of the Board of Directors may be called by the Chairman of the Board, if there be one, or the President, or any two (2) directors. The person or persons authorized to call special meetings of the Board of Directors may fix the place for holding any special meeting of the Board of Directors.
Section 6. NOTICE. Notice of any special meeting shall be given at lest five (5) days prior thereto by written notice delivered personally or mailed to each director at his business address, or by telegram. If mailed, such notice shall be deemed to be delivered when deposited in United States mail so addressed with postage thereon prepaid. If notice be given by telegram, such notice shall be deemed to be delivered when the telegram is delivered to the telegraph company. Any director may waive notice of any meeting, either before, at or after such meeting. The attendance of a director at a meeting shall constitute a waiver of notice of such meeting, except where a director attends a meeting for the express purpose of objecting to the transaction of any business because the meeting has not been lawfully called or convened.
Section 7. QUORUM. A majority of the directors shall constitute a quorum, but a smaller number may adjourn from time to time, without further notice, until a quorum is secured.
Section 8. VACANCIES. Any vacancy occurring in the Board of Directors may be filled by the affirmative vote of a majority of the remaining Directors, unless otherwise provided by the Articles of Incorporation, or by law. A director elected to fill a vacancy shall be elected for the unexpired term of this predecessor in office. Any directorship to be filled by election at an annual meeting or a special meeting of the members called for that purpose.
Section 9. PRESUMPTION OF ASSENT. A DIRECTOR OF THE corporation who is present at a meeting of the Board of Directors at which action on any corporate matter is taken shall be presumed to have assented to the action taken unless his dissent shall be entered in the minutes of the meeting or unless he shall file his written dissent to such action with the person acting as the secretary of the meeting before the adjournment thereof, or shall forward such dissent by registered or certified mail, return receipt requested, to the Secretary of the Corporation immediately after the adjournment of the meeting. Such right to dissent shall not apply to a director who voted in favor of such action.
Section 10. INFORMAL ACTION BY BOARD. Any action required or permitted to be taken by any provisions of the law, of the articles of Incorporation or of these bylaws at any meeting of the Board of Directors may be taken without a meeting if a written consent thereto is signed by all members of the Board.
Section 11. ROMOVAL. Any director may be removed by the members at any general or special meeting of the members.
ARTICLE V
OFFICERS
Section 1. NUMBER AND QUALIFICATIONS. The officers of the Corporation shall be a President, a Secretary and a Treasurer, each of whom shall be elected by the Board of Directors. The Board of Directors shall also elect a Chairman of the Board.
Section 2. ELECTION AND TERM OF OFFICE. The officers of the Corporation shall be elected annually by the Board of Directors at its first meeting after each annual meeting of members. If the election of officers shall not be held at such meeting, such election shall be held as soon thereafter as conveniently may be. Each officer shall hold office until his successor shall have been duly elected and shall have qualified, or until his death, or until he shall resign or shall have been removed or his membership is terminated.
Section 3. REMOVAL. Any officer elected or appointed by the Board of Directors may be removed by the Board of Directors.
Section 4. VACANCIES. A vacancy in any office because of death, resignation, removal, disqualification or otherwise, may be filled by the Board of Directors for the unexpired portion of the term.
Section 5. DUTIES OF OFFICERS. The Chairman of the board and Directors of the Corporation, or the President if there shall not be a Chairman of the board, shall preside at all meeting of the Board of Directors and of the members which he shall attend. The President shall be the chief executive officer of the Corporation. Subject to the foregoing, the officers of the Corporation Shall have such owners and duties as usually pertain to their respective offices and such additional powers and duties specifically conferred by law, by the Articles of Incorporation, by these Bylaws, or as may be assigned to them from time to time by the Board of Directors.
ARTICLE VI
ELECTIONS
Section 1. NOMINATING COMMITTEE. The President shall appoint a nominating committee consisting of a chairperson and two other members to be responsible for nominating the directors for the next year. The nominating committee, with the prior consent of the nominees, shall present a copy of the slate of nominations to each of the members at least ten (10) days before the annual meeting.
Section 2. ELECTIONS COMMITTEE. An elections committee consisting of three (3) members shall be appointed by the President to conduct the elections.
Section 3. ELECTIONS. Nominations from the floor in additions to those on the nomination slate will be in order at the annual meeting. Elections will then be held at such meeting by secret ballot.
Section 4. SPECIAL ELECTIONS. In the event there has been a lapse I the election of directors for any year, a special election may be held at a special meeting called I accordance with these Bylaws, for such purpose.
ARTICLE VII
COMMITTEES
In addition to the nominating committee and the elections committee which are appointed by the President, the Board of Directors may appoint other committees to manage and coordinate compliance with deed restrictions, subdivision security, social activities and any other matters deemed appropriate by the Board of Directors. All such committees shall serve at the will of the Board of Directors. Each year after the installation of new officers, the new President shall appoint committee heads for all ongoing committees.
ARTICLE VIII
RULES OF ORDER
Roberts’ Rules of Order shall prescribe the rules of conduct for all meetings of the Association.
ARTICLE IX
AMENDMENTS
The power to adopt the Bylaws of this Corporation, to alter, amend or repeal the Bylaws, or to adopt new Bylaws is vested in the members of this Corporation.
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