ARTICLE I

WILSON LAKES NEIGHBORHOOD ASSOCIATION

BYLAWS

ARTICLE I.

NAME: The official name by which this organization shall be called is the “Wilson Lakes Neighborhood Association.”

ARTICLE II.

PURPOSE/OBJECTIVES: The mission of the Wilson Lakes Neighborhood Association is to identify any issues and conditions that may impact the resident’s quality of life in general or the quality of the environment – including air, land, and aquatic resources – in their local area: to develop consensus, action plans, and funding to deal with such issues and conditions; to specifically promote the protection, enhancement, conservation, and management of Big Lake Wilson, Little Lake Wilson, and other common properties and waterways; to promote a forum for education and information exchange and to provide opportunities for social interaction and the creation of neighborhood cohesiveness and caring.

ARTICLE III.

MEMBERSHIP:

SECTION 1. – Eligibility: All residents of record, their designated spouses or life partners, shall be considered eligible for membership on a voluntary basis, following completion of membership registration and payment of annual association dues.

SECTION 2. – Voting Members: Any registered member, not in arrears for payment of annual dues, shall be considered a voting member. Only one vote per registered household will be allowed for the purposes of electing general board members or for changing the general purpose, nature, or direction of the association.

SECTION 3. – Voting By Proxy: At all meetings of members, members may vote in person or by proxy. All proxies shall be in writing and filed with the Secretary of the Association. Every proxy shall be revocable and shall automatically cease upon conveyance by the Member of his or her residence or 90 days from the date said proxy is executed.

SECTION 4. – Resignation, Reinstatement, Forfeiture: A member who has resigned or forfeited membership may be granted reinstatement with payment of dues.

ARTICLE IV.

JURISDICTIONAL BOUNDARIES:

SECTION 1. – Jurisdictional Boundaries: For the purposes of creating and maintaining a cohesive and functional organization, two districts shall represent the neighborhood association. District One will be comprised of those members with properties on Cedar Lane, Wilson Circle, Griffith, and those properties on Geraci Road, east of Dale Mabry, that border Little Lake Wilson. District Two will be comprised of those members with properties on Abbey Lane, Arbor Drive, Jean Street, the remaining properties on Geraci Road, and the three residences on Dale Mabry that border Big Lake Wilson.

ARTICLE V.

SECTION 1. – DUES AND FEES: The Board of Directors will establish an annual assessment of association membership dues. To be a member of the association, these dues must be paid, within a specified time frame. The amount of the annual assessment will be reviewed each year, as association expenditures dictate. Dues are payable by June 1, and shall be delinquent June 30, and shall be paid or postmarked by June 30 or membership shall be forfeited.

SECTION 2. – FISCAL YEAR – The fiscal year shall be from June 1 to May 31 of each calendar year. The Board of Directors shall have the ability to establish a new Fiscal Year if deemed necessary for the good of the association. Such extensions, of the Fiscal Year, shall not exceed ninety days before the general membership shall have the right to vote for a new Board of Directors.

ARTICLE VI.

Officers and Elections

SECTION 1. – Term: All officers or directors shall be elected for a term of one-year or until their successors are elected.

SECTION 2. – Governing Board: A Board of Directors will be nominated and elected by the association of membership at the annual meeting. The nominations will be made from both districts. Specific ratios for representation will not be mandated by the currently serving board. The Governing Board of Directors will consist of ten association members in good standing.

SECTION 3. – Officers: The Governing Board of Directors will elect officers at the first board meeting following the annual general membership meeting. The officers elected shall be a President, Vice President, Secretary, and Treasurer, and other such officers as the board may deem necessary, from time to time.

SECTION 4 – Vacancies: Vacancies in office shall be filled at any regular or special meeting of the governing board.

ARTICLE VII.

ELECTIONS:

SECTION 1. – Election of Board of Directors: Election to the Board of Directors shall be by floor nomination and voice poll of the membership or their proxies. Nominations and elections will take place at the annual general membership meeting. If only ten nominations are made, then the entire slate of nominations may be voted for, in mass, if a motion to do so is made from the floor and voted on by the general membership. The general membership may also vote to retain the previous board by a similar floor motion and vote by the general membership.

ELECTION 2. – Removing/Replacing a Member of the Board: Any member of the Board may be removed, with or without cause, by a majority vote of the general membership. In the event of death, resignations, or removal of board member, a successor shall be selected by the remaining board members and shall serve for the unexpired term of his/her predecessor.

ARTICLE VIII.

MEETINGS:

SECTION 1. – Annual Meetings: An annual meeting of the general association membership will be held annually on a date determined by the ~~board~~Board of ~~Dirctors~~Directors, ~~in January,~~ to hold elections for the new Board of Directors, conduct association business, and to foster a sense of community and neighborhood cohesiveness. This meeting is open to all members, as well as, non-members who reside within the boundaries of the association. Non-members may bring up issues for discussion and participate in general discussion, but may not make floor motions, or vote on association business or in elections. The number of board members present shall constitute a quorum.

SECTION 2. – Director’s Meetings: The Board of Directors will meet, at least quarterly, or more often, as determined by the needs of the association, or at the direction for the association President. All Directors’ meetings will be open to the general membership, but only board members will be allowed to introduce new business or vote on association business.

SECTION 3. – Special Meetings: Special meetings shall be held when called by the President or the consensus of any three directors indicating a need for a special meeting. Special meetings will be open to the general membership of the association, but notifications of the membership shall not be required based on time constraints and the immediacy of the situation necessitating the special meeting.

SECTION 4. – Attendance: All members of the Board of Directors shall accept the responsibility for attending all meetings, both schedule and unscheduled. If one or more board members are unable to attend meetings, a simple majority of the Board of Directors will constitute a Quorum. Any action taken or decision made by this quorum shall be regarded as the act of the full board.

ARTICLE IX.

ORDER OF BUSINESS:

SECTION 1. – Call to Order: Each meeting of the Board of Directors or general membership will be called to order of the President, Vice-President, Secretary or Treasurer, or their duly appointed representative.

SECTION 2. – Reading of Records/Minutes: After the call to order, each meeting will commence with the reading of appropriate records or previous meeting minutes.

SECTION 3. – Reports of Committees: Committee Chairmen appointed by the association President will be responsible for making periodic reports to the Board of Directors and the general membership. These reports shall include; activities of the committee, progress or problems in completing committee goals, and any expenditure associated with committee activities.

SECTION 4. – Unfinished Business: Progress on unfinished business will be reported at each meeting of the general membership or Board of Directors. Any portion of the unfinished business may be tabled, at the discretion of the board, until the next scheduled meeting.

SECTION 5. – New Business: At meetings of the general membership, anyone many introduce new business, but during Director’s meeting only members of the board or assigned committee chairman may introduce new business. In the interest of time, the association President may limit the introduction of new business to a specified number of issues, or assign a time limit in which new business can be introduced.

SECTION 6. – Elections/Voting on Issues: The association President will call a vote on pending issues, or election of board members, after the introduction of all new business. Voting on issues, at the annual meeting, will be conducted by voice poll of the general membership. A simple majority of the members present, or their proxies shall be regarded as an act of the entire general membership.

SECTION 7. – Adjournment: After completion ~~of association~~of association business, as outlined in sections 1-6 above, the association President will call for a motion to adjourn the meeting.

ARTICLE X.

ADMINISTRATION:

SECTION 1. – Duties of the President, Vice President, Secretary and Treasurer: The President of the association serves as the chief executive officer of the association. The president serves as the will of the Board of Directors and can be removed with or without cause, at any time by a majority vote, by the Board of Directors. The President should not allow personal feelings or outside pressures to influence his/her actions. Specific duties of the President include:

A. Presides at all meetings of the association, including helping the Secretary prepare meeting agendas, and to open and close all meetings.

B. Appoint chairmen of all committees and task forces. Serves as exofficio member of all committees.

C. Assumes general charge of day-to-day administration of the association.

D. Exercises authority to authorize specific actions in promoting the board’s policies.

E. Determines whether or not a quorum is present to conduct board meetings.

F. Informs membership how meetings are to be conducted, reviews the agenda, and explains each motion to be voted on.

G. Serves as board spokesman, (or assigns a spokesman) in most matters relating to general association business.

The Vice-President of the association is responsible for performing the duties of the President in his/her absence. The Secretary is responsible for maintaining the records of the association, including preparing the notice of all meetings of the Board of Directors, and general membership, and authenticating the records of the association. Specific duties of the Secretary include:

A. Takes the minutes of meetings and keeps a permanent record of what has taken place in meetings.

B. Prepares written minutes for the Board of Directors and to read the minutes at all meetings.

C. Remain familiar with previous minutes in order to provide needed information to the Board of Directors.

D. Receives and handles all correspondences for the association.

E. Maintains an accurate list of all members’ names, addresses, and telephone numbers.

The Treasurer is the custodian of the association’s funds and financial records. Specific duties of the Treasurer include.

A. Keep account of all revenues and expenditures for the association.

B. Sign checks for the association and pays all expenses on behalf of the association.

C. Presents a written report each month to the Board of Directors and or general membership of the month’s disbursements and balance on hand.

D. Prepare any financial reports necessary to comply accordance with Florida Law and the Internal Revenue Service.

SECTION 2. – Check Signatures: Any officer may sign a check for expenditures authorized by the Board of Directors. In rare situations where time does not permit board approval, the association President, with the approval of one other officer may authorize the use of association funds for expenses or activities necessary for the effective operation of the association.

SECTION 3. – Duties of the Board of Directors: Under the direction of the President, of the association, the Directors shall manage and direct the affairs of the association. The directors shall have the responsibility of taking such actions, as the majority of directors deem necessary for the efficient and effective operation of the association. Board members will serve one-year terms, but may be reelected to successive terms. Specific duties of each Board member are as follows:

A. Attend all meetings as called by the President of the Association, or as dictated by the Bylaws.

B. Cast their votes to create policy or take actions for the good of the community.

C. Serve as Committee Chairmen if appointed by the President of the Association.

D. Assume responsibility for attending meetings on local community issues ~~effecting~~affecting the ~~well being~~well-being of the association.

E. Make reports to the Board of Directors or the general membership, on going projects or status of committees.

F. Serves as alternates for the association’s officers in their absence.

G. Perform other duties as deemed necessary by the President of the Association.

ARTICLE XI.

COMMITTEES AND THEIR DUTIES: Committees will be formed by the President of the Association for the purposes of meeting specific needs of the association, such as, but not limited to: membership, lake water quality, safety/traffic issues, newsletters, etc. Committees may be ongoing or for a specific, limited, purpose. The Committee Chairmen shall be appointed by the President of the Association. Committees will meet separately and the Chairman shall make reports to the Board of Directors or to the general membership. Committee members may be nominated by the general membership during annual meetings. The President of the Association will appoint the Chairman and as many members as deemed necessary to accomplish the Committee’s taskings. Any Committee member may be removed with or without cause, by the President of the Association or by a majority vote of the board of Directors.

ARTICLES XII.

DISSOLUTION – In the event that this association shall be dissolved for any reason, any remaining assets after the just debt and liabilities of this association have been satisfied shall be distributed to the then current members of record on a pro-rated basis.

ARTICLE XIII.

PARLIAMENTARY AUTHORITY: The rules contained in the current edition of Robert’s Rules of Order Newly Revised shall govern the proceedings in all cases to which they are applicable and in which they are not inconsistent with these bylaws, special rules of order or standing rules adopted by the association.

ARTICLE XIV.

AMENDMENTS: Amendments to these BYLAWS shall be proposed by the Board of Directors and approved by majority vote of the general membership.

We, the undersigned officers, of the Wilson Lakes Neighborhood Association, sign these amended Bylaws~~Bylaws~~ into effect on ______________________. (Amendments underlined)

__________________________ __________________________

CHERYL AYERS ~~CHERYL PERETS~~Michael Hunt

Association President, 2007-2008 Association ~~Secretary~~Treasurer, 2007-2008