Hidden River By-Laws

Hidden River By-Laws

       BY-LAWS OF HIDDEN RIVER ASSOCIATION, INC.

                         A NOT-FOR-PROFIT CORPORATION

ARTICLE I

These are the bylaws of Hidden River Association, Inc. ("the Association"), which shall be subject to the Articles of Incorporation of the Association and to the Restrictions of Hidden River Subdivision (herein, "the Subdivision") as originally recorded oat Official Records Book 762, Page 324 et seq. And amended and restated at Instrument 199134132, of the Public Records of Sarasota County, Florida, and subsequently amended (herein, "the Restrictions").

ARTICLE II

The purposes of the Association shall be as set forth in the Articles of Incorporation of the Association. Without limiting the generality hereof, the purposes of the Association shall include:

A. To develop a community design for safe, healthful and harmonious living.

B. To promote the collective and individual properties and civic interests and rights of all persons, firms and corporations owning property in the Subdivision.

C. To care for the improvements and maintenance of the public easements, parkways, recreational areas, airstrip, taxi-ways and any facilities of any kind dedicated to the community use and other open spaces in the Subdivision, which now exist or which may hereafter be installed or constructed therein.

D. To cooperate with the owners of all vacant and unimproved homesites which now exist or hereafter shall exist in the Subdivision, to keep them in good order and condition and to prevent them from becoming a nuisance and a detriment to the beauty and values of the tract of the Subdivision, and to take any lawful action with reference to such vacant and unimproved homesites as may be necessary or desirable to keep them from becoming a nuisance to the Subdivision.

E. To cooperate with the members of this corporation and all property owners in the Subdivision in the enforcement of the Restrictions.

F. In general, but in connection with the foregoing, to do all things necessary to promote the general welfare of the residents and owners of any portions of the Subdivision and their property interest therein.

ARTICLE III

Section 1. As provided in the Restrictions, the fee simple owners of each homesite shall collectively be a member of the Association. Each member shall be entitled to one (1) vote in the Association.

Section 2. Votes may be cast in person or by written proxy filed with the Secretary of the Association prior to the meeting for which the proxy is given.

Section 3. Where the homesite of the member is jointly owned or is owned by a corporation, any of the joint owners or an authorized representative of the corporation may provide a proxy or cast a vote for that member (provided that in balloting, only one ballot shall be provided for any member and if more than one such joint owner or representative seeks to vote other than by ballot in person or by proxy and the votes do not agree, no vote shall be counted for that member in that instance).

ARTICLE IV

Section 1. The annual meeting of the members of this corporation shall be held on the second Monday in December, or within 30 days thereof, on a date and at a time and place as designated by the Board of Directors at its regular meeting in November preceding the annual meeting.

Section 2. A special meeting of the members of the Association may be called by the President, and shall be called by the Secretary upon the written request of a majority of the members of the Board of Directors or at least twenty five percent (25%) of the members of the Association.

Section 3. Notice of the date, time and place of each annual and special membership meeting shall be mailed by the Secretary to each member at least fourteen (14) days prior to the date thereof, provided that in lieu of mailing, notice may be delivered to a member at that member's residence.

Section 4. The President, or in his absence, the Vice President, shall preside at all meetings of this corporation. If neither the President or Vice President is present, the Treasurer or Secretary (in that order) shall chair the meeting.

Section 5. A quorum for the transaction of business of the membership of the Association shall consist of not less than twenty five percent (25%) of its members present in person or by proxy at an Association membership meeting.

ARTICLE V

Section 1. The affairs and business of this corporation shall be managed by a Board of three (3) to nine (9) Directors, who shall be elected by the members of the corporation, and who shall each serve for a period of one (1) calendar year.

Section 2. The Association shall prepare a ballot for the election of Directors at the annual meeting. It shall list, in alphabetical last name order, all eligible persons who have provided written notice of their candidacies to the Association Secretary, received by the Secretary not later than thirty (30) days prior to the annual meeting. The ballot shall also provide blank lines or space for members at the annual meeting to write in the names of any additional candidates who are nominated from the floor at the annual meeting.

Section 3. At each annual meeting of the members, all  Directors shall be elected by a vote of the qualified members of Hidden River Association, Inc. Elections shall be by plurality vote, by ballots cast at the meeting by members present in person or by proxy. Ballots and proxies certified by the Secretary shall be preserved for inspection for a period of one (1) year. Any member may inspect the ballots and proxies upon request and the Secretary shall not deny any such inspection. Counting of election ballots shall be performed by the Secretary, and may be witnessed by any candidate or member. The count for each candidate shall be verified by the Secretary or the Secretary's designee, who shall post the tally on a board or other such device so that the membership may see the result as each ballot is counted.

ARTICLE VI

Section 1, The Board of Directors shall meet as soon as convenient after each annual election and shall elect from their number by ballot or by voice vote, as they may decide, the officers of the corporation.

Section 2. The Board of Directors shall hold regular meetings on a set schedule to be determined by the President of the Board. Special meetings of the Board may be called by the President and shall be called by the Secretary upon request of a majority of the Directors. Not less than forty-eight (48) hours notice of each Board meeting shall be given to each Director in person or by telephone, facsimile transmission or e-mail, and shall be given to the members of the Association by posting or by written notice in the manner provided by law.

Section 3. The Board of Directors shall keep minutes of all of its meetings.

Section 4. A quorum for the transaction of business at any regular or special meeting of the Board of Directors shall consist of not less than a majority of the Directors then serving. Motions and Resolutions presented for passage shall require an affirmative vote of the majority of Directors then present.

Section 5. Any vacancy occurring in the Board of Directors shall be filled by the eligible candidate receiving the next highest number of votes at the immediate prior election or, if that person declines to serve or is otherwise unavailable, by such other eligible person selected by the Board. A Director elected to fill a vacancy shall be elected for the unexpired term of his predecessor in office.

Section 6. All Directors shall serve without compensation.

ARTICLE VII

Section 1. The officers of this corporation shall be a President, Vice President, Secretary and Treasurer, who shall each serve for a term of one (1) year or until their respective successors are elected and qualified, except in the case of resignation or removal. The officers shall serve at the pleasure of the Board of Directors and may be removed at any time by vote of the Board.

Section 2. The President shall preside at all meetings of the Association and of the Board of Directors at which he is present, shall exercise general supervision of the affairs and activities of the Association, and shall serve as a member ex-officio of all standing committees.

Section 3. The Vice President shall assist the President in the conduct of his duties, as requested by the President, and shall assume the duties of the President in his absence.

Section 4. The Secretary shall keep the minutes of all of the meetings of the Corporation and of the Board of Directors, which shall be an accurate and official record of all business transacted. The Secretary shall be the custodian of all corporate records.

Section 5. The Treasurer shall receive all corporate funds, keep them in a bank or other federally insured depository approved by the Board of Directors, and give proper accountings for all monies. He shall have authority to disburse the funds of the corporation on order of the Board of Directors.

ARTICLE VIII

The President shall have the authority to appoint any committee or committees, standing or special, to serve at any time and from time to time, in carrying out or discharging any duties or performing any objects authorized by the Articles of Incorporation and Bylaws of this Corporation provided however that such appointment or appointments may be revoked by the Board of Directors at any regular or special meeting thereof.

ARTICLE IX

Section 1. Pursuant to Paragraph 13 of the Restrictions, the proposed annual budget of the corporation for the forthcoming calendar year shall be determined by the Board of Directors not later than the November regular meeting of the Board and shall be provided to the membership not less than thirty (30) days prior to the annual meeting.

Section 2. At the annual meeting, the membership, by majority vote of those members present in person and by proxy, may approve the proposed budget or amend it and then approve it. In the event an annual budget is not approved at the annual meeting, the prior annual budget shall remain in effect until a new budget is approved by the membership at a subsequent meeting.

Section 3. The Association shall levy no dues or other assessments except those assessments authorized by the Restrictions.

Section 4. There is hereby established a special fund reserved exclusively for financing major improvement, replacement or repair of the airport, roads or similar facilities made necessary by wear, obsolescence or unforeseen failure due to natural phenomena. This fund shall be called the Capital Improvement/Contingency Fund and shall be comprised of such revenue which may be surplus to the budgeted needs of Hidden River at the end of each fiscal year. Funds contributed to this account shall not be expended as part of the Operating Budget. Moneys from the Capital Improvement/Contingency Fund shall be appropriated by the Board of directors only after a public hearing at a Special or Emergency Board meeting. A vote by the directors to expend such funds shall be ratified by a majority of the eligible members present in person or by proxy.

Section 5. There is hereby established a special fund reserved exclusively for financing the repaving of the runway and roadways. This fund shall be called the Runway/Roadway Paving Fund and shall be funded as a line item of $30,000 in the yearly budget.  This fund shall not become part of the Capital Improvement/Contingency Fund but shall accumulate yearly. It is understood that this fund shall not be used for anything other than the repaving of the runway and roadways which shall be repaved simultaneously.

Section 6. The fiscal year of the corporation shall be the calendar year.

ARTICLE X

All meetings of the Board of Directors and membership of the Association should be guided by the most recent edition of Robert's Rules of Order.