SORRENTO SOUTH
PROPERTY OWNERS ASSOCIATION
BY - LAWS
OBJECT / MEMBERSHIP AND DUES / OFFICERS AND DUTIES / BOARD OF DIRECTORS / ASSOCIATION MEETINGS / ELECTION OF DIRECTORS / AMENDMENTS / CONDUCT OF MEETINGS
ARTICLE I
The name of this Association shall be the "Sorrento South Property Owners, Inc." and shall hereinafter be referred to as the Association.
OBJECT
The general object and purpose of this corporation shall be to provide social and recreational activities, promote the welfare, comfort and health of its members, and maintain property values in Sorrento South Subdivision located in Sarasota County, Florida.
MEMBERSHIP AND DUES
Section 1: Eligibility. All persons who own real estate in Sorrento South Subdivision in Sarasota county, Florida; Blocks A, B, C, D, E, F, and H are required to be members and pay dues per Article III, Sec. 2, and are encouraged to participate in the Association's activities.
Section 2: Dues. Membership dues shall be established annually at the general meeting of the Association in November. New members joining during the calendar year shall be required to pay the dues for that year.
Section 3: Delinquent Dues. Dues shall be payable on January 1st and shall be considered delinquent after March 31st. On February 1st of each year the Treasurer shall give written notice of dues in arrears to each member. If dues are not paid by the following April 1st, the Treasurer will place a lien on the property.
Section 4: Transfer of Membership. Purchase of a member's property will automatically give the new owner membership and obligations to this Association.
Section 5: Multiple Ownership. Notwithstanding the number of owners of a particular lot in Sorrento South Subdivision, each lot shall be entitled to one (1) membership only.
OFFICERS AND DUTIES
Section 1: Officers. The officers of the Association shall consist of a President, a Vice-President, a Secretary and a Treasurer and such other officers as may be required to carry on the business of the Association. The same person may exercise the duties of Secretary and Treasurer.
Section 2: Term. The term of office shall be for one (1) year for each officer, and he or she shall be eligible for re-election. No officer except the Secretary or Treasurer may be elected for more than four (4) consecutive terms. Upon leaving office, each officer shall forthwith turn over to his successor in office all books, records, keys, and other property of the Association in his custody or control.
Section 3: Duties. The duties of the officers shall be as follows:
A. The President shall preside over all meetings of the Association and the Board of Directors, shall execu1:e all documents on behalf of the Association, shall represent the Association before all public bodies, and shall exercise such authority as is usually associated with such office.
B. The Vice-President shall assist the President in discharging his or her duties and shall act for the President in his or her absence, inability, incapacity, or in case of resignation or refusal of the President to act. He or she shall perform such duties as may, from time to time, be assigned or delegated by the Board of Directors.
C. The Secretary shall be responsible to the President and the Board of Directors for preparing correspondence, keeping records, assisting with administrative details, and shall prepare and keep the minutes of all meetings.
D. The Treasurer shall be the custodian of all Association funds. He or she shall receive and deposit in the appropriate bank account all monies of the Association and shall disburse such funds as required in conducting the business of the Association, and shall write all checks and request the President to sign checks in the absence of the Treasurer. The Treasurer shall keep proper books, record receipts and disbursements, and submit a financial report to the membership and the Board of Directors at each meeting except special meetings. The Treasurer shall keep a record of all property owners in Sorrento South by name, address and dues.
E. The President and Vice-President shall be ex-officio members of all committees, and the President shall appoint all special committees not provided for in these By-Laws or by the Board of Directors.
F. All committees or individuals acting on behalf of the Association are empowered to operate within the guidelines of these By-Laws, Deed Restrictions and/or directions or instructions from the Board. The Board shall be ultimately responsible for any and all actions or decisions made by appointed committees or individuals. Deed Restriction and Architecture Committees are advisory in nature and shall make recommendations to the Board. The Board shall be the final decision maker in all matters pertaining to these committees.
Section 4: Vacancy, Should a vacancy occur in the Board of Directors or in any office, the Board shall appoint a member of the Association to fill that vacancy for the balance of the term.
BOARD OF DIRECTORS
Section 1: Governing Body. The governing body of the Association shall consist of a Board of Directors elected by the membership at the annual meeting in November of each year. The governing body will take over their respective offices at the close of the November meeting.
Section 2: Liability. The Association shall provide liability insurance covering all officers and directors and any committees or individuals appointed to special projects and/or acting on behalf of the Association. This liability coverage shall be not less than one million dollars ($1,000,000).
Section 3: Board of Directors. The Board of Directors shall consist of not less than six (6) nor more than ten (10) officers and directors.
Section 4: Term. Officers and directors shall be elected to two-year terms, and they shall serve until their respective terms expire or until their successors are elected or appointed. Terms of directors shall be staggered so that approximately one-half of the directors' terms expire each year. Each year at the annual meeting the membership shall elect sufficient directors to ensure that the total number of directors is not less than six (6) and not more than ten (10). If any director is absent more than two (2) consecutive meetings, or a total of three (3) meetings in a fiscal year, he or she may be replaced.
Section 5: Meetings. The board of Directors shall meet at any time deemed necessary by the President or by request of a majority of the Board of Directors. All meetings of the Board shall be open to members of the Association.
Section 6: Quorum. A quorum shall consist of the majority of the Board. No director may vote by proxy.
ASSOCIATION MEETINGS
Section 1: Quorum. A quorum is required in order to conduct business and shall consist of a majority of property owners either present or by proxy.
Section 2: Annual. The annual meeting of the Association shall be held in November at a time and place designated by the Board of Directors. A notice of this meeting shall be published and made available to all members at least ten (10) days prior to said meeting. This notice shall be sent by first class mail to the property owner's address as shown in the Treasurer's records.
Section 3: Special Meetings. Special meetings of the Association may be called upon request of a majority of the officers and directors or upon petition signed by not less that ten (10) members of the Association in good standing. This request shall state the purpose for which the meeting is to be called, and no other business shall be considered at such special meeting. Written notice of the time, place and purpose of any special meeting shall be given to the members at least ten (10) days before such meeting.
Section 4: Voting. Each parcel of land shall be entitled to one (1) vote at any meeting of members, regardless of the number of persons who share fee title to such parcel. In cases of multiple ownership, the owners of each parcel shall designate one of their number to vote at any meeting of the membership. Such designation shall be in writing and delivered to the Secretary of the Association prior to the meeting at which such vote is to be exercised. No member shall have more than one vote not withstanding his or her ownership of more than one parcel.
Section 5: Proxy. Any member may submit a proxy for the purpose of voting at any meeting of the membership. This proxy shall be in writing and must be delivered to the Secretary of the Association prior to the meeting at which such vote is to be exercised. voting must be in person for members of the Board of Directors. Proxy votes are not permitted for these offices.
ELECTION OF DIRECTORS
Section 1. Not later than September 1st of each year, the President shall appoint a nominating committee of three (3) or more members of the Association, in good standing, none of whom shall be incumbent directors. The committee shall select its own chairperson.
Section 2. At least thirty (30) days prior to the annual membership meeting, the nominating committee shall submit a written recommendation for new Directors, with sufficient nominees to ensure that the new Board of Directors will have at least six (6) but not more than ten (10) members. Additional nominations may be made from the floor. Any member in good standing may be nominated. The slate of Directors proposed by the nominating committee shall be included in the notice of the annual meeting to all members.
Section 3. Directors shall be elected at the annual meeting of the membership in November. Consent to serve must be obtained from any proposed candidate before the election. A majority vote one (1) vote per property owner in Sorrento South Subdivision) shall be necessary to elect to office. Voting must be in person.
Section 4. Newly elected directors shall take office at the close of the annual November meeting.
AMENDMENTS
Section 1. The Board of Directors shall make, alter or rescind these By-Laws of this Corporation by a majority vote at any regular or special meeting of the Board of Directors. The Board may promulgate rules and regulations relating to the use of community streets, parks, marinas, buildings, recreational facilities and other common areas within Sorrento South Subdivision at any regular or special meeting of the Board by a majority vote of those present. Deletions, additions or changes to the By-Laws shall first be submitted in writing to the By-Laws Committee, which shall consider such proposal and then submit its recommendations to the Board of Directors. The By-Laws may also be amended at any regular or special meeting of the Corporation provided that such proposed amendment shall be submitted in writing to the membership not less that ten (10) days before the meeting at which it is to be considered.
CONDUCT OF MEETINGS
At all meetings of the Board and of the Association, the presiding officers shall maintain the orderliness of the proceedings, and for this purpose shall refer to Robert's Rule of Order when necessary.
Revised November 6, 2007
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