Why the By-laws should be changed? The current 'by-laws' are part of the covenant declaring the HOA. By-laws should be separate rules for the board of directors, membership, meetings, and the general operations of the board of directors. This is a proposed set of By-laws that can easily be adapted and revised.
PROPOSED BYLAWS GOVERNING THE OPERATION OF THE BOARD OF DIRECTORS OF THE REDLAND WOODS HOMEOWNERS ASSOCIATION
ARTICLE I - NAME AND PURPOSE
SECTION 1.1. The name of this organization shall be The Redland Woods Homeowners Association Board of Directors, hereinafter referred to as the "Board."
SECTION 1.2. The Board shall exercise those powers conferred upon it by the members of the Redland Woods Homeowners Association, the law, by these By-laws and Standing rules; and the Declaration; and shall establish the general policy of the Association.
ARTICLE II - MEMBERSHIP AND PRIVILEGES
SECTION 2.1. The Board shall be composed of twelve (12) individuals elected to the board by the Association membership during the January elections for the Redland Woods Homowners Association Board of Directors, all of whom shall be elected annually as provided for in these By-laws and Standing Rules.
SECTION 2.2. The Association shall elect a President, First Vice President, Second Vice President, Secretary, Treasurer, and seven (7) members-in-charge of specific areas of responsibility.
SECTION 2.3. Any vacancy in the office of Secretary, Treasurer, member-in-charge of a specific area of responsibility and/or a Board Member shall be filled by the Board of Directors. A majority of the total membership of the Board must participate in filling any of these vacancies, and the person selected must receive a majority vote of those members participating (a quorum being present).
SECTION 2.4. Voting by proxy is not permissible in filling vacancies in the office of Board Member.
ARTICLE III - MEETINGS
SECTION 3.1. The Association shall meet on the first Monday of every month, except for organizational meetings which shall be called by the Association President during the month of January.
SECTION 3.2. Special meetings of the Association may be called by the President as needed. Special meetings may also be called upon petition of twenty-five percent (25%) of the members of the Board of Directors and presented to the Association President.
SECTION 3.3. Not less than ten (10) days notice shall be required for all meetings, except in the event of a stated emergency, in which case two (2) days notice be required.
SECTION 3.4. In the event a meeting is called, and the Chairman and First and Second Vice Chairmen fail to attend, the Secretary shall call the meeting to order and preside while the members (a quorum being present) elect a temporary chairman to preside at that particular meeting. If the Chairman and Vice Chairmen and the Secretary fail to attend, any Board Member may call the meeting to order at the appointed hour and preside while the members (a quorum being present) elect a temporary chairman to preside at that particular meeting. The temporary chairman shall have the same authority as that of a presiding officer at any similar meeting.
SECTION 3.5. A quorum for the conduct of business at a meeting of the Board of Directors shall be thirty-five percent (35%) of the total membership of the Board of Directors. The presence at a meeting in person or by proxy of Members entitled to cast thirty-five percent (35%) of all the votes of each class of Members with voting privileges shall constitute a quorum. Except as otherwise required by law, these by-laws and the Declaration, the affirmative vote of greater than 50% of the voting power present at any meeting shall be the act of the Member's meeting. If the required quorum is not present at any meeting called to act on any matter either:
A. The outstanding votes shall be voted as the Board of Directors recommends, if so stated on the proxy; or
B. If the Board of Directors have made no recommendation on the proxy statement, another meeting may be called to act on the same matter, subject to notice requirement set forth in SECTION 3.3 above, and the required quorum at any such subsequent meeting shall be one-half (1/2) of the required quorum at the preceding meeting, except that such reduction in the quorum requirements shall not be applicable if the subsequent meeting is held more than sixty (60) days following the preceding meeting.
SECTION 3.6. At any meeting of the Association, any Board Member or Association member may speak. Any other person desiring to speak must have the general consent of the Association.
SECTION 3.7. At any meeting of the Board, seating shall be reserved for the exclusive use of members. Visitors shall be restricted to a designated area.
ARTICLE IV - APPOINTIVE OFFICERS
SECTION 4.1. The appointive officers of the Association shall be a Legal Counsel, a Parliamentarian, a Chaplain, and a Sergeant-at-Arms.
SECTION 4.2. The President shall appoint the Legal Counsel, the Sergeant-at-Arms, subject to ratification by the Board of Directors by a majority vote of those present and voting, a quorum being present, at a meeting at which due notice of purpose has been given. Each of these officers may be removed from office by the President, subject to reinstatement by a majority vote of all members of the Association.
SECTION 4.3. The President shall appoint a Parliamentarian and the Chaplain, each of whom shall serve at the pleasure of the President.
SECTION 4.4 The terms of office of the appointive officers shall be concurrent with that of the Board of Directors, except that in the event of a vacancy in the office of President, the appointive officers shall serve only until the succession of a new President.
SECTION 4.5. The duties of the officers shall be detailed in the Standing Rules of the Association.
SECTION 4.6. The Association President may appoint assistants as needed, who shall serve at the pleasure of the President.
ARTICLE V - SUCCESSION
SECTION 5.1. In the event the President resigns, becomes incapacitated to serve, or dies, the office of President shall be deemed vacant, and the First Vice President shall succeed him/her at the next regular meeting of the Association's Board of Directors. The Second Vice President shall succeed the First Vice President and the election of a new Second Vice President shall be held in accordance with these By-laws and Standing rules.
SECTION 5.2. In the event the President and First Vice President resign, become incapacitated to serve, or die, the offices shall be deemed vacant, and the Second Vice President shall succeed to the Presidency of the Association at the next regular meeting of the Association's Board of Directors. With this succession, the election of a new First and Second Vice President shall be held in accordance with these By-laws and Standing rules.
SECTION 5.3. In the event the President and First and Second Vice Presidents resign, become incapacitated to serve, or die, the offices shall be deemed vacant, and the Association Secretary shall call the next regular meeting of the Association's Board of Directors to order and the election of a new Association President and First and Second Vice Presidents shall be held in accordance with these By-laws and Standing rules.
ARTICLE VI - TERM OF OFFICE AND FILLING VACANCIES
SECTION 6.1. Term of office for all elective positions shall commence with January Organizational Meeting and run concurrently until new elections are held at the subsequent organizational meeting the next year.
SECTION 6.2. Vacancies shall be filled as they arise by the appropriate procedures as outlined in Article V, Section 5.7, of the Standing Rules.
ARTICLE VII - STANDING COMMITTEES
SECTION 7.1. There shall be Four (4) Standing Committees as follows: Architectural Control Committee, Capital Improvements Committee, Budget Committee and Board of Directors Election Committee.
SECTION 7.2. Total committee membership shall be fixed at the date these By-laws and Standing Rules are approved by the Board of Directors.
SECTION 7.3. The first meeting of each newly constituted Standing Committee shall be called by the Association President to be held no later than six (6) weeks following the first meeting of the newly constituted Board of Directors. Thereafter, it is the duty of each Standing Committee Chairman to call the committee together, except that in his/her absence or negligence, the committee shall meet at the call of the Association President; or on petition to the President of any three (3) of its members, the President shall within ten (10) days thereafter issue the call of the meeting of the respective Standing Committee. Not less than ten (10) days notice shall be required for all meetings, except in the event of a stated emergency, in which case two (2) days notice shall be required.
SECTION 7.4. A majority of a Standing committee's members constitute a quorum. Each Standing Committee Chairman shall appoint a secretary to record the minutes of the committee's activities. In the event the secretary is not chosen from the membership of the Standing Committee, he/she shall not have voting privileges.
SECTION 7.5. The term of office for Standing Committee members shall run concurrently with that of the Board of Directors, except that in the event of a vacancy in the office of Association President, the appointive members shall serve only until the succession or election of a new President. Vacancies shall be filled in accordance with the procedure outlined in these By-laws and Standing Rules of the Association.
SECTION 7.6. Members of the Board of Directors shall make up a majority of all Standing Committees.
SECTION 7.7. Any appointive Standing committee member may be removed from membership by the Association President, subject to reinstatement by a majority of the Board of Directors, a quorum being present. Any elected Standing Committee member may be removed from membership by a majority vote of the Board of Directors, a quorum being present.
ARTICLE VIII - BOARD MEMBERS-IN-CHARGE OF SPECIFIC AREAS OF RESPONSIBILITY
SECTION 8.1. There shall be seven (7) Board Members-in-charge of specific areas of responsibility. These positions are: Security, Garbage pick-up, Greenways, Deed Restrictions, Newsletter, Block captains and Yard of the month judge.
SECTION 8.2. Only members of the Board of Directors can be elected to these positions.
SECTION 8.3. The duties and responsibilities of these positions are outlined in Article III, Sections 3.1.A-I of the Standing Rules.
ARTICLE IX - SPECIAL COMMITTEES
SECTION 9.1. The President may appoint Special Committees as he/she deems necessary to assist in carrying out duties not specifically assigned to a Standing Committee.
ARTICLE X - PARLIAMENTARY AUTHORITY
SECTION 10.1. The rules contained in the current edition of Robert's Rules of Order Newly Revised shall govern the Association and offices in all cases in which they are applicable and in which they are not inconsistent with these Bylaws.
ARTICLE XI - AMENDMENTS
SECTION 11.1. These Bylaws may be amended by a two-thirds (2/3rds) vote of the members of the Association present and voting at a meeting of the Association, a quorum being present, by giving notice to each Association member at least ten (10) days in advance of a regular or special meeting called for that purpose.
Bylaws adopted by the Redland Woods Homeowners Association
on ____________, ____________ __, 2006
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Association Secretary
Revised: 7 May, 2007
(Date)
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