Revised February 18, 2014
PASADENA GOLF CLUB ESTATES CIVIC GROUP, INC.
ARTICLE I — NAME
The name of this corporation shall be Pasadena Golf Club Estates Civic Group, Inc.
ARTICLE II — OBJECT
The general nature and object of this corporation are as follows:
To form and maintain a non-partisan, non-profit civic organization of real property owners and eligible residents for the purpose of taking united action on matters pertaining to the mutual welfare and mutual interests of the membership, the community and its environment, as set forth in the Charter of this corporation.
To promote the general welfare of the community generally known as “Pasadena Golf Club Estates”, which includes the unincorporated area of Pinellas County, Florida, described in Article II (b) of the Charter of this corporation as well as certain areas that have subsequently been
incorporated into surrounding municipalities specifically the townhouse development known as Royal Palm Village located at the southwestern end of Royal Palm Drive, residences bordering the southeastern side of Royal Palm Drive, and residences bounded by Mockingbird Way, Debbie Lane and Dolphin Boulevard, plus any other contiguous areas that may be so designated by the Board of Directors. All references made hereinafter to the objectives and purposes of the corporation shall be deemed to refer to the above and foregoing area.
To improve, develop and beautify the said Pasadena Golf Club Estates area and to make the same a more desirable place for members of this corporation to reside.
To care for, spray, trim, protect and replant trees and shrubs on public right-of-way areas within Pasadena Golf Club Estates and any other areas that may be designated by the Board of Directors from time to time.
To assist in the enforcement of zoning and building laws within the area above described.
To take reasonable and appropriate action to limit high density population within the area by:
A. Maintaining single-family dwelling residential zoning where it now exists.
B. Seeking to rezone existing commercial, professional and/or multi-family dwelling residential zoning to single-family dwelling residential zoning where feasible.
To take reasonable and appropriate action to preserve trees and wooded areas in their natural state and to see that the marine ecology of surrounding, adjacent and contiguous waterways, swamps and wetlands is preserved and not disturbed.
To do all things necessary to carry out the objects of this corporation heretofore expressed.
ARTICLE III — QUALIFICATION OF MEMBERSHIP
SECTION 1 (a)
Membership with voting rights is open to any adult owner of real property or eligible resident within the boundaries of PGCE as previously defined who make full payment of the annual dues as established by the Board of Directors. Questions regarding eligibility for membership shall be presented to the Board of Directors for determination and approval. Privileges of membership may be denied or withdrawn from a member, for cause, by action of the Board, on reasonable notice and opportunity to be heard.
Households and individuals not meeting real property ownership or residence requirements, including renter(s), may be granted associate membership by action of the Board, at a reduced rate to be fixed by the said Board. An associate membership has no voting rights.
If a real property owner owns multiple properties within PGCE, that real property owner is entitled to only one membership in total, not one for each property
The basic unit of membership is a family unit residing within a household. A family unit is defined as a married couple of any age, domestic partners, a single adult 18 year or older, closely related adult family members such as parents residing with adult children, adult children residing with parents, or adult siblings residing together in the same household. Membership in the PGCECG is available to no more than two family units within a household. Each individual member of a family unit that acquires a membership in the PGCECG shall be entitled to vote in all matters brought before the general membership requiring a vote, up to a maximum of two votes per family unit, and a maximum of 4 votes per household.
Members will be required to pay annual dues as determined by the Board of Directors of the corporation. Annual dues shall be due and payable prior to October 1 of each year. Members whose dues are not paid on October 1 shall be considered in default.
Any membership in default in the payment of any dues shall not be qualified to vote and cannot participate in the affairs and management of the corporation until such default is removed by payment in full.
ARTICLE IV — FINANCIAL
The fiscal year, June 1 to May 31 of the following year, shall be the same as the term of office for elective officers.
The amount of annual dues shall be fixed from time to time by a majority vote of the members of the Board of Directors. Dues shall be assessed on the basis of the family unit (s) residing within a household.
The membership year is October 1 to September 30 of the following year. Dues are payable by October 1 of each year for the full membership year. Residents joining during the membership drive, between June 1 and October 1, shall be members until September 30 of the following membership year. There shall be no waiver of dues.
Dues and fees shall be used only for those objects set forth in ARTICLE II of the by- Laws of this corporation.
ARTICLE V — AUTHORITIES, TERMS AND GOVERNMENT
The Board of Directors shall consist of the elected officers of the corporation, its immediate past president, and not more than five appointed directors. The President shall appoint such additional directors, not exceeding five, as deemed necessary to carry on the work of the corporation. Presidential appointments must be approved by the elected officers. If the immediate past president is unable to serve, the next most immediate past president who is available will serve. The Board of Directors shall, in accord with the desire of the membership, exercise final authority on matters of general policy, management and the legal aspects thereof. The Board shall also be the sole and final authority on all matters concerning qualification for membership. The Board shall normally meet once each month at the call of the President pursuant to reasonable notice. Board meetings may be called by the President or a majority of the Board members. A majority of the members of the Board of Directors shall constitute a quorum.
General membership meetings of the corporation shall be held from September through May, on a date(s) and at a time(s) to be established by the Board. The annual meeting shall be held in May of each year for the purpose of electing and installing the officers of the corporation. The term of office for all offices shall be June 1 to May 31 following.
Reasonable notice of meetings shall be given to members by e-mailing such notice to each member’s last known e-mail address. In case of change of meeting date, due notice shall be given the members. Notice of meetings will also be posted on our website “33707news.com”. Members who notify the Board that written notice is required will receive written notice.
Special membership meetings may be called by the Board. In case a special meeting is called, no less than four (4) days notice will be given the members unless the Board determines the need is of such urgency that the four (4) day notice requirement should be waived. If notice is waived, the Board must explain to the membership the nature of the urgency and seek membership approval at the special meeting for the waiver of the four (4) day notice.
Twenty (20) members, representing no less than ten (10) membership households, present at a regular or duly called special meeting, shall constitute a quorum.
Any member may propose a special meeting in writing to the Board of Directors. If such a request is refused, or if no action is taken within seven (7) days of said request, a petition signed by ten (10) percent of the members shall be sufficient to call such a meeting.
Procedures during meetings shall be in accordance with the By-Laws of this corporation, supplemented by an appropriate publication on parliamentary law, as determined by the Board of Directors.
ARTICLE VI — OFFICERS, DUTIES AND RESPONSIBILITIES
The officers of the corporation shall be a President, President-Elect, Vice President, Recording Secretary, Corresponding Secretary and a Treasurer, whose terms of office shall be for one year. All officers of the corporation shall be elected from and by the membership-at-large. Such officers shall normally serve until the next annual meeting provided for under these By-Laws. No officer shall serve more than two successive terms in the same office, and all officers shall serve without compensation.
It shall be the duty of the President to preside at all meetings of the corporation and to manage its affairs in accord with established policy. The President shall be ex-officio member of all committees, excepting the Nominating Committee.
The President-Elect shall, in the absence or disability of the President, perform the duties and exercise the powers of the President, and shall, upon completion of the President’s term of office, automatically succeed to that office. He or she shall also perform such duties as may be assigned from time to time by the President.
The Vice President shall, in the absence or disability of the President-Elect, perform the duties and exercise the powers of the President. He or she shall perform whatever duties that the President may assign to him or her from time to time.
The Recording Secretary shall attend all membership meetings and Board of Directors meetings and shall keep, or cause to be kept, a true and complete record of the proceedings of those meetings. He or she shall keep the corporate seal of the corporation and, when directed by the members or the board, shall affix it to any instrument requiring it.
The Corresponding Secretary shall give, or cause to be given, notice of all meetings to the members and shall perform whatever additional duties the President may, from time to time, prescribe. He or she shall be responsible for all communications of the corporation, including publication of the newsletter on “33707news.com”, the PGCE website. He or she shall conduct all general correspondence of the corporation and read such correspondence, if pertinent, at each meeting. He or she, with approval from the President, shall be responsible for communication with the web master, updating, adding and deleting information presented to the membership on the PGCE website “33707news.com”. He or she shall be responsible for, updating, adding and deleting email addresses of the membership email account. Membership email addresses will only be used to communicate information pertinent to PGCE. Email addresses will not be shared with any outside entity.
The Treasurer shall receive the dues and any other monies of the corporation. He or she shall safeguard all such funds and shall keep a record of the receipts and disbursements of all such funds. He or she will give an accounting of the funds whenever called upon to do so by the Board. If requested, he or she will disburse to the President, or such other officer as designated by the President, the sum of up to $100.00 for the purpose of a petty cash fund. This sum will be replenished as receipts for expenditures are furnished to the Treasurer. The Treasurer shall have authority to pay all bills up to $250.00 without prior approval of the Board of Directors. The Board of Directors shall have authority to approve purchases up to $500.00. Any major purchases or disbursement of funds over $500.00 shall be put to vote at a General Membership Meeting, or special meeting, if necessary, with a quorum present. Any purchases or disbursements made by a member or resident must have proper approval prior to the purchase or disbursement. If not approved, there will be no reimbursement of funds expended.
Delegation of duties: Whenever an officer is absent, or whenever, for any reason, the Board of Directors may deem it necessary the President may delegate the powers and duties of an officer to any other officer or officers. Unless the context requires otherwise, masculine personal pronouns include the feminine, and the singular and plural may be construed interchangeable.
Vacancies occurring in any elective office, except for that of the President, shall be filled by temporary appointment by the President within thirty (30) days of occurrence of the vacancy, to be followed by an interim election within thirty (30) days after the appointment. The President shall immediately notify the nominating Committee Chairman when a vacancy occurs.
ARTICLE VII — COMMITTEES
Standing committees shall be appointed by the President and approved by the Board of Directors by no later than the December meeting, except as provided in SECTION 3, below. These standing committees shall include a Nominating Committee and an Audit Committee. Other ad hoc committees may be appointed by the President as needed.
The Audit Committee shall perform an annual audit of the corporation accounts and report thereon to the Board and to the membership at the annual meeting. Other audits may be requested by the Board as required.
Nominations for annual or interim election of officers will be made by the Nominating Committee, which will consist of five members selected as follows:
(a) The immediate past President, if available, shall serve as Chairman, and in his or her absence the position shall be filled by the next preceding past President willing and able to serve.
(b)Two members appointed by the President.
(c) Two members elected from the membership-at-large by a majority vote of the members present.
ARTICLE VIII — ELECTIONS
The nominating Committee will present a slate for annual and/or interim elections of at least one nominee for each office or vacancy. Nominations for the annual election will be presented at a regular or special meeting during the month of April, at which a quorum is present.
If a Board of Directors position becomes vacant less than three months before the next annual election, the remaining members of the Board of Directors shall appoint a replacement to serve until the next annual election. If a vacancy occurs more than three months before an annual election, the president will notify the Nominating Committee who will present a nominee within thirty (30) days of notification of the vacancy, and a special election will be held to fill that position at the next general membership meeting, or at a special election meeting within thirty (30) days after the Nominating Committee has presented a nominee. Floor nominations will not be accepted at a special election unless the Nominating Committee fails to present a nominee.
SECTION 3 (a)
Immediately after the Nominating Committee has presented its slate of officers for the annual election, additional nominations, if any, may be made by any member in good standing, and will be accepted from the floor. Nominations will then be closed, and no further nominations will be accepted prior to the election, which will be held at the Annual meeting in May.
SECTION 3 (b)
Floor nominations will be not be accepted at the annual meeting in May unless the Nominating Committee fails to present a nominee for a vacant position. Nominations can be taken from the floor only for a vacant position prior to voting and installing of new officers for the following year.
Nominations may only be made by a Nominating Committee or by floor nominations when permitted. Nominations may not be made by proxy, by mail or by petition.
Voting at elections is restricted to members in good standing who are present at the election. Voting by proxy or mail is not permitted. Write-in votes are not permitted.
If an election ballot is uncontested, there being no more than one nominee for each elective office, the election may be conducted by voiced vote or a show of hands and will be by acclamation. If one or more offices are contested, there being two or more nominees for any office, the election shall be by ballot. If balloting results end in a tie for any office, balloting to settle a tie must continue until a candidate receives a majority.
ARTICLE IX— AMENDMENTS
Amendments to the By-Laws may be proposed by a duly appointed Charter and By-Laws Committee, or by any member in writing to the Board of Directors. The Board will present the proposal, along with its recommendation, at the next regular or special meeting of the corporation. Two-thirds majority vote of the members present at the succeeding meeting will be necessary for approval, provided a quorum is represented.
Revised: November 25, 1986, November 13, 1995 and October 23, 2001, February 18, 2014