Made with Xara Web Designer Copyright May, 2009 - Amelia Island Association Bylaws of the Amelia Island Association, Inc. ARTICLE I ORGANIZATION AND PURPOSES A. The Amelia Island Association, Inc., hereinafter referred to as “AIA”, is organized and incorporated as a not-for-profit organization, in compliance with Chapter 617 of the Florida Statutes. The purpose of the Amelia Island Association is to strive to preserve and enhance the unique quality of life on Amelia Island for current and future island residents and the surrounding community. The principal place of business of the corporation is Nassau County, Florida. B. AIA acts as an association of concerned homeowners and residents of Amelia Island, providing its members with mechanisms for (1) recognizing issues affecting the quality of life on the island, (2) disseminating information regarding those issues, (3) enabling direct interaction between citizens and their elected representatives, and (4) developing consensus positions regarding long-term issues. ARTICLE II MEMBERSHIP A. AIA is a non-partisan organization and invites all residents and homeowners on Amelia Island to attend its meetings and other events. Only AIA members are eligible to vote at its meetings. Membership is open to residents and homeowners of Amelia Island and others who share the values and objectives of the organization. B. Individual members are encouraged to actively engage in working with one another and with our local government to protect and improve the quality of life on the island and in Nassau County, to educate themselves about the various issues and to communicate their concerns to elected officials by mail, email and telephone, and by attending city and county commission meetings. Interested and capable members are encouraged to serve on one or more of the standing committees that exist, or may exist, within the corporation, and/or on citizen committees that may be established by local government. Ideally members will be actively involved in the planning of growth and development of Nassau County and Amelia Island, and in making local government more fiscally responsible and more responsive to the desires of the electorate. C. Members shall pay annual dues in an amount to be determined by the Board of Directors. D. Because communication within this organization is and will be electronic (see Article IV, Paragraph A), a member, by virtue of joining, consents to receive all information and notification by electronic means. Withdrawal of said consent shall constitute resignation of membership. In such cases dues are not refundable. E. No member shall represent himself or herself as a representative or spokesperson of AIA without express authorization of the Board of Directors. Should a member’s actions reflect poorly upon the AIA, the officers may, in their sole discretion, admonish the member to cease and desist, publish a disclaimer regarding said actions, and/or remove the person from the membership rolls. However, the removal of a member shall require the assenting vote of the majority of board members. ARTICLE III BOARD OF DIRECTORS and OFFICERS A. The corporation’s members shall elect from the membership a Board of Directors. The current Board of Directors, by majority vote of those present at the meeting, may add or eliminate director positions, and then may fill the vacant new positions until the next regularly scheduled election. There is no specific number of directors for AIA – that will be determined by the current Board. Each Director shall be elected for a period of two (2) years. Elections will be staggered on an annual basis such that half the director positions are elected each year. In addition to a slate of nominated directors as described in a subsequent paragraph, nominations may be made from the membership, provided that any person so nominated has agreed to serve if elected. B. Elections shall be scheduled to occur at the Annual Meeting during the fourth quarter of each year. Each member shall have one (1) vote for each position to be filled (no cumulative voting). Members who cannot attend the meeting may vote by proxy. Voting shall be by written ballot at the meeting, but it is anticipated that most votes will be by electronic (e-mail) proxy. A vacancy on the Board that may occur for whatever reason shall be filled by appointment by majority vote of the remaining directors, and the replacement will serve until the next annual election. C. The Board of Directors may, within two weeks after the Annual Meeting, elect whatever officers it deems necessary. Should the Board so decide, all directors may hold office simply as “director”, without further specification. D. The Board of Directors shall be charged with the smooth running of the corporation, and shall be answerable to the membership. Responsibilities of the individual Directors and/or other Officers shall be as determined by the Board of Directors. E. For the Annual Meeting the Board of Directors shall provide an annual budget, set the membership dues, and provide a proposed slate of replacement directors to fill the expiring terms. For the latter purpose the Board may, at its discretion, form a nominating committee. At all general meetings the Board shall inform the members of the organization’s current financial condition. F. The Board of Directors may at its discretion obtain and maintain suitable “Officers and Directors Liability Insurance” to fully indemnify the corporation and the individual Directors and Officers for their services within the corporation. G. Directors have the authority to sign Letters to the Editor or similar communication as "Director, Amelia Island Association". However, prior to submitting such communication for publication, the Board agreed that a director is obligated to copy the proposed wording to the other directors for their agreement that the document can be signed by the director using the title "Director, Amelia Island Association". Directors may not publish with the title without the prior consent and agreement of a majority of directors. H. A member of the board may take any independent position on any topic diverging from the consensus of the Board of Directors of the AIA. But out of respect for his relationship with the board, s(he) will provide his position for discussion, but is in no way bound to change that position. ARTICLE IV MEETINGS A. General Meetings: The Board of Directors shall schedule an Annual Meeting in the fourth quarter of each year, and may organize other general meetings of the AIA membership from time to time. At least seven (7) days and not more than fourteen (14) days notice of such meeting shall be provided to the membership electronically, using the email address of record and by posting a notice of such meeting on the official AIA web site. A quorum exists if five per cent (5%) of members are present or represented by proxy, or if there are five (5) members present in person. Proxy voting is allowed. A proxy may be executed by email from the member’s email address of record. Proxies sent to the Board are deemed to be transferable so that the Board may assign them to other officers to vote. A proxy not sent to the Board must name the person who will vote the proxy, and is deemed non-transferable unless transferability is specifically allowed in the wording of the proxy. B. Board Meetings: The Board of Directors shall meet on an “as needed” basis, but not less than two (2) times per year, to assure the smooth operation of the corporation. At any Board meeting a majority of the directors must be present to establish a quorum and conduct business. Conference calls for Board meetings are acceptable so long as they are fully documented. Actions authorized by the Board require a majority vote of those present at the meeting. Proxy voting is not allowed. C. Committees and Committee Meetings: The Board of Directors may from time to time create special committees to consider specific long-term issues. In some instances, certain committees may function as standing committees, and address various issues within specific areas of interest on an ongoing basis. Such committees shall meet as frequently as necessary to advance the various issues that have been placed before them. The chairpersons of such committees shall be charged to administer and facilitate the actions of their respective committees. The Committee Chairpersons shall be additionally charged to report to the Board of Directors on the current status of various issues within their committees at the Board meetings. D. Committee responsibilities shall include those actions necessary to fully understand the issue under consideration. Acquisition of background data and other information, evaluation, deliberation and debate of the issue are all within the purview of the committee. The committees are further charged to bring views, opinions, and where appropriate “draft” position papers to the Board of Directors. Such “draft” position papers, when brought forward to the full membership by and at the discretion of the Board of Directors, shall be for the corporation’s consideration, debate and approval or disapproval. ARTICLE V PROCESS A. The Amelia Island Association shall address both short-term and long-term issues. B. When a short-term quality-of-life issue arises, the members shall be notified of the issue and encouraged to take appropriate action such as calling, e-mailing and/or writing their city, county and/or state representatives to state their views, to attend city or county commission or other meetings, or to engage in other appropriate measures. The AIA may pursue other avenues to encourage participation in the debate. Ad hoc committees may be appointed to address issues that need more study. C. Although the focus of AIA will not be on presenting “Position Papers,” it may organize and facilitate the development of such policy statements for issues that the Board believes are sufficiently significant. The Board may also prepare and publish other guidance documents that communicate the AIA position on major topics related to growth and development, quality of life, and environmental protection on Amelia Island and in the surrounding area, or other topics as approved by the Board. The Board of Directors with input from members and using the committee structure outlined in the previous Article, shall identify the topics that AIA will address and initiate the effort necessary to develop and adopt AIA positions regarding them. Policy positions (“Position Papers”) shall be adopted by a majority vote by the Directors. D. The Board of Directors, at its discretion, also shall pursue other methods of protecting the “quality of life” on and around Amelia Island. ARTICLE VI AMENDMENT A. These BYLAWS may be amended by the Board of Directors from time to time as may be necessary to facilitate the effectiveness of the corporation’s activities. Such amendment requires majority approval of the Board of Directors, followed by affirmative vote of two-thirds (2/3) of those members and directors present in person at the meeting in which the By Law changes are proposed. ARTICLE VII SEVERABILITY A. The above bylaws shall be read and considered as a whole in their implementation, but should any competent court rule that some portion of this document is invalid and/or in conflict with established law, then such portion shall be set aside, and the balance of the document shall remain in full force and effect.