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          TAMARAC BY-THE-GULF, INC

BYLAWS

Revised February, 2002

ARTICLE 1

NAME & LOCATION

The name of the corporation is TAMARAC BY-THE-GULF, Inc., hereafter referred to as the “Association”. The principle office of the Association shall be located at 9099 141st Street, Seminole, FL 22776.

ARTICLE 111

PURPOSES

The purpose of the Association shall be as follows:

  1. To stimulate social and recreational activities among the members; and
  2. To actively engage in various civic affairs; and
  3. Administer the operation and management of Tamarac By-The-Gulf; and
  4. To undertake the performance of acts and duties incident to the administration, operation and management of said sub-division and
  5. To operate as a non-profit corporation and to make no distribution of income to members, officers or directors.
  6. To operate as the successor in interest of Behring West, Inc. as described in the recorded instruments described in Article II hereof.

ARTICLE V

MEETINGS OF MEMBERS

Section 1. Annual Meeting. The annual meeting shall be held at 7:00 P. M. on the 2nd Monday of December of each year for election of officers and directors and such other business as may come before said meeting. Notice of the annual meeting shall be given to Association members as is provided by law. If the day for the annual meetings of the members is a legal holiday the meeting will be held on the following Monday, which is not a legal holiday.

Section 2. Special Meetings. Special meetings of the members may be called at any time by the President or by the Board of Directors or upon written request to the President by ten percent (10%) of the members of the Association. Special meetings shall be limited to the subject for which the meeting was called.

Section 3. Regular Meetings.  Regular meetings of the members shall be held at 7:00 P.M. on the 3rd Monday of each month except for the months of June, July, August and December. Notice of regular meetings shall be given to Association members as provided by law. If the day for the regular meeting is a legal holiday, the meeting will be held on the following Monday which is not a legal holiday.

Section 4. Notice of Special Meetings. Written notice of each Special Meeting of the members shall be given to each member entitled to vote thereat, by, or at the direction of, the Recording Secretary or person or persons authorized to call the meeting. Such notification shall be given at least fifteen (15) and not more than thirty (30) days prior to the meeting. Such notification shall be given at least by either (a) delivering a copy of such notice at the address of the member appearing on the records of the Association, or (b) mailing a copy of such notice, postage prepaid, addressed to the member at such address, or a combination or both. Such notice shall specify the place, date and hour of the meeting and the purpose hereof.

Section 5. Quorum. The presence at the meeting of seventy-five (75) members entitled to cast votes thereat, shall constitute a quorum. If, however, such quorum shall not be present at any meeting, the members entitled to vote thereat shall have the power to adjourn the meting from time to time, without notice other than announcement at the meetings, until a quorum as aforesaid shall be present.

Section 6. Voting. Each member is entitled to one vote on all maters except that not more than one vote per lot shall be allowed in the following matters:

  1. Amendments to the Charter, and/or By-Laws and/or Use and Building Restrictions.
  2. Assignment by the Association to another party of the rights, duties and obligations under the “Use and Building Restrictions.”
  3. Capital expenditures as approved in ARTICLE IX, Paragraph (g). Absentee members may vote by absentee ballot by filing a request with the Recording Secretary for an absentee ballot.

Section 7. Amendments/Assignments/Capital Expenditures Greater than $10,000. Special Requirements.

    1. Matters involving Amendments to these By Laws and Assignments of the duties and powers of the Association shall be presented to the membership and then decided by a voting procedure established by the Board of Directors. The voting procedure shall insure a maximum participation of the eligible voters in order to best serve the total community. Amendments and Assignments shall be approved with two-thirds (2/3rd) of the eligible voters voting in person or voting by absentee ballot approve the proposed question.
    2. Capital expenditures exceeding more than ten thousand dollars ($10,000) must be approved by a vote of the Board of Directors and then approved by a majority vote at a regular meeting of the Association.

Section 8. CLUB ACCOUNT. All expenditures for social and recreational activities and necessary equipment in excess of five hundred dollars ($500.00) must first be represented to the Board of Directors for approval by the Board.

Section 9. Rules of Order. Proceedings of Association meetings not covered by the By0Laws shall be governed by Robert’s Rules of Order. 

ARTICLE V

MANAGEMENT OF THE ASSOCIATION

Section 1. Responsibilities. The affairs of the Association shall be managed by the Board of Directors.

Section 2. Assignment. Assignment by the Association to another party of substantially all of the rights, duties or obligation under the Use and Building Restrictions shall require approval by a two-thirds (2/3rd) majority vote of the members, subject to the voting restrictions provided in Article IV, Section 7b.

ARTICLE VI

BOARD OF DIRECTORS-SELECTION-TERM OF OFFICE

Section 1. Number and Term of Office. Each Board Member must be a resident member of the Association. For purposes of this provision, a “resident member” shall mean a person who occupies the home on his or her lot at least ten (10) months per year. The Board of Directors shall consist of twelve (12) persons. Five (5) members of the Board shall be elected at large, and shall be elected to serve as corporate officers of the Association as set forth elsewhere in these By-Laws. Six (6) Regional Directors shall be elected at large to serve on the Board. Finally, the immediate Past President shall serve on the Board. Said Board of Directors shall consist of the following:

            PRESIDENT, as Chairman – who shall have a vote in matters only if there shall be a tie among the other members of the Boards casting votes.

            VICE-PRESIDENT, as Vice-Chairperson

RECORDING SECRETARY

CORRESPONDING SECRETARY

TREASURER

IMMEDIATE PAST PRESIDENT other than the incumbent President

Six (6) non-office holding Regional Directors

The terms of the Regional Directors shall be for two (2) years. Each of the Regional Directors shall be elected at large to serve for the aforementioned term, or until the successor shall be elected and shall qualify. Each year, three (3) Regional Directors shall be elected at large, one (1) from each region (there being three (3) regions within said sub-division, and said regions shall be outlined on a map which shall be on file with the Recording Secretary.

Section 2. Removal. Any Regional Director may be removed from the Board, with or without cause, by a vote of the majority of members present at a regular or special meeting of the membership. In the event of death, resignation or removal or a Regional Director, his/her successor shall be selected by the remaining members of the Board and shall serve for the unexpired term of his/her predecessor.

Section 2a. In the even the position of Immediate Past President becomes vacant, then, the next available Past President shall be appointed by the Board of Directors for the remainder of the term of the person replaced.

Section 3. Compensation. No Director of Officer shall receive compensation for any service he or she may render to the Association as a Director or Officer. However, any Director or Officer may be reimbursed for the actual expenses incurred in the performance of his or her duties.

Section 4. Action taken with a meeting. The Directors shall have the right to take any action in the absence of a meeting which they could take at a meeting by obtaining the written approval of a majority of the Directors. Any action so approved shall have the same effect as though taken at a meeting of the Directors.

ARTICLE VII

NOMINATION AND ELECTION OF OFFICERS AND REGIONAL DIRECTORS

Section 1. Nomination Committee. Nomination for election of Officers and Regional members of the Board of Directors shall be made by a Nominating Committee. The Nominating Committee shall consist of six (6) members, two (2) from each region of Tamarac By-The-Gulf, or which one (1) of whom shall be Chairperson. All of the members of said Nomination Committee shall be members of the Association and shall be appointed by the President at least sixty (60) days prior to each annual meeting of the members.

Section 2. Report of Nominating Committee and Election.  The Nominating Committee shall present its list of candidates at the November regular membership meetings and elections shall be held at the December annual membership meetings. Nomination may be made from the floor at the regular November and December membership meetings. Motions to close the nomination shall not be entertained or put to a vote until the presiding officer is satisfied that no other nomination will be made. All nominees proposed must be present at the December annual membership meeting and signify their willingness to serve, or shall have provided the Recording Secretary with their written consent if unable to attend. Ballots shall be secret if voting is necessary, and shall be collected, counted and tabulated by the Chairperson and members of the Nomination Committee. Results of the balloting shall be announced by the presiding officer. Elected officers and Board members shall assume their duties on January 1 of the following year.

ARTICLE VIII

MEETING OF DIRECTORS

Section 1. Regular Meetings. Regular meetings of the Board of Directors shall be held monthly except in June, July and August without notice, at such date, place and hour as may be affixed from time to time by resolution of the Board.

Section 2. Special Meetings. Special meetings of the Board of Directors shall be held when called by the President of the Association, or by any three (3) Directors, after not less than twenty-four (24) hours notice to each Director, except in the case of emergency, in which case the notice required may be waived by the President. Matters taken up at such meetings shall be limited to those specified in the call of the meeting.

Section 3. Quorum. A majority of the number of Directors shall constitute a quorum for the transaction of business.

Section 4. Notice. Notice of meetings of the Board of Directors should be made as provided by law.

ARTICLE IX

POWERS AND DUTIES OF THE BOARD OF DIRECTORS

Section 1. Powers. The Board of Directors shall have the power:

  1. To underrate performance of the acts and duties incident to the administration, operation and management of the sub-division commonly referred as Tamarac By-The-Gulf in accordance with the terms, provisions and authorization contained in those certain documents entitled “The Behring West Inc., a Florida Corporation, Use and Building Restrictions Deed relating to” as recorded in O. R. Book 2592, Page 702, O. R. Book 2769, Page 624; O. R. 2813, Page 354; O. R. Book 3015, Page 385; Public Records of Pinellas County, Florida, with said documents herein referred to as the “Use and Building Restrictions.”
  2. To adopt and publish rules and regulations governing the use of the recreation facility as described in the Use and Building Restrictions.
  3. To exercise for the Association all powers, duties and authority vested in or delegated to this Association and not reserved to the membership by other provisions of the By-Laws, or the Articles of Incorporation.
  4. To declare the office of a member of the Board of Directors vacant in the event such member shall be absent from three (3) consecutive regular meetings of the Board of Directors, unless excused by the President.
  5. To enter into contract or contracts to provide maintenance of and service to Tamarac By-The-Gulf.
  6. To establish, levy and collect maintenance charges only as specified in the Use and Building Restrictions.
  7. To make capital expenditures for the maintenance charges only as specified in the Use and Building Restrictions.
  8. To levy fines for violation of Deed Restrictions and Tamarac Rules and Regulations published by the Board and to take appropriate action to collect fines.

Section 2. Duties. It shall be the duty of the Board of Directors to:

  1. Supervise all officers, agents and employees of the Association, and to see that their duties are properly preformed.
  2. Procure and maintain liability and/or casualty insurance on real and personal property owned by the Association and also to procure fire and extended coverage insurance and liability insurance for the Recreational Area utilized by the Association.
  3. Cause all officers or employees having fiscal responsibility to be bonded as it may deem necessary.
  4. Cause the books and records of the Association to be audited each year, except when the Board of Directors, by a majority vote of the members present approve only review. However, an audit must be conducted every three (3) years. A report of such audit shall be presented to the membership at, or before, the April membership meeting each year.
  5. Establish a Reserve Fund to pay for future major expenses of costs in relation to maintenance of roads, sewers, water lines and other contingencies.

ARTICLE X

OFFICERS AND THEIR DUTIES

Section 1. Enumeration of Officers. The officers of this Association shall be a President, Vice-President, Recording Secretary, Corresponding Secretary and Treasurer, and such other officers as the Board may from time to time create.

Section 2. Election of Officers. The election of officers shall take place at the annual meeting of the members.

Section 3. Term. The officers of this Association shall be elected annually by the members and each shall hold office for one (1) year unless he shall sooner resign, or shall be removed, or otherwise disqualified to serve.

Section 4. Special Appointments. The Board may elect such other officers as the affairs of the association may require, each of whom shall hold office for such period, have such authority, and perform such duties as the Board may from time to time determine.

Section 5. Resignation and Removal. Any officer may be removed from office, with or without cause, by two-thirds (2/3rd) vote of the total Board. Any officer may resign at any time giving written notice to the Board, the President, or the Recording Secretary. Such resignations shall take effect on the date of receipt of such notice or at any date specified therein.

Section 6. Vacancies. A vacancy in any office may be filled by appointment by the Board. The officer appointed to such vacancy shall serve for the remainder of the term of the officer replaced. In the event the position of immediate Past President becomes vacant, then the next available Past President shall be appointed by the Board of Directors for the remainder of the term of the person replaced.

Section 7. Duties. The duties of the officers are as follows:

PRESIDENT – The President shall preside at all meetings of the Board of Directors and all meetings of Members; shall see that orders and resolutions of the board and Members are carried out; shall sign all written instruments which are required to be signed from time to time’ shall appoint all committees subject to approval by the board of Directors; shall be an ex-officio member of all Committees, except the Nominating Committee, and shall have the authority to approve essential expenditures, whether operating or capital, not to exceed five hundred dollars ($500) in any calendar month.

VICE-PRESIDENT – The Vice-President shall act in the place and stead of the President in the event of his absence, inability or refusal to act; shall exercise and discharge such duties as may be required of him by the Board; shall serve on the Management Committee.

RECORDING SECRETARY – The Recording Secretary shall record the votes and keep the minutes of all meetings and proceedings of the Board and of Members when required; keep the corporate seal of the Association and affix it on all papers requiring said seal; serve notice of meetings of the Board and of Members when required; keep appropriate current records showing the Members of the Association together with their addresses. The recording Secretary shall act in the place and stead of the President in the event of the absence of both the President and Vice-President.

TREASURER – The Treasures and Assistant Treasurer, if one is appointed, shall receive and deposit, or cause to be received and deposited, in appropriate bank or savings and loan accounts all monies of the Association as directed by the Board of Directors; keep or supervise the keeping of proper books of accounts; prepare monthly statements of income and expenditures to be presented to the Board of Directors and Membership at its regular meetings, including an Annual Report at the April meeting following his/her term of office; issue checks to pay duly authorized bills, signed by any two of the following officers; President, Treasurer, Vice-President or Recording Secretary, the latter two officers to sign only in the absence of either the President or Treasurer or both. Bills aggregating less than five hundred ($500) dollars may be authorized by the Board of Directors or the Members pursuant of the responsibilities as set forth in Article V hereof.

CORRESPONDING SECRETARY – The Corresponding Secretary shall be responsible for all correspondence of the Association and shall read the same at each meeting of the Board of Directors and shall read such correspondence as the President, in his/her discretion, shall select, at the Members’ meeting; shall prepare the monthly bulletin for publication.

ARTICLE XI

BOOKS AND RECORDS

Section 1. Separation. The books of the Association shall be established and maintained so that the income and expenses of the Association relating to the social and recreational activities, and its rights and obligations under the Use and Building Restrictions shall be completely segregated by the use of a separate fund, hereafter designated as the Club Account. 

Section 2. inspection. The books of record of the Association shall be open for inspection by a member according to and as is provided by law.

ARTICLE XII

STANDING COMMITTEES

Section1. The following standing committees shall be appointed by the President to act for the benefit of the Association’s Members only.

    1. Activities
    2. Architectural
    3. Block Captains
    4. Charter and By-Laws
    5. Economic and Finance
    6. Keep in Touch
    7. Management
    8. Registrations

The names of members of all Standing Committees and any Special Committees shall at all times be posted on the Association’s bulleting board. Special Committees  shall at all times be posted on the Association’s bulletin board. Special Committees shall be appointed by the President from time to time for any Association purpose and for such period within the calendar year as he shall decide. All committees shall report on their activities to the Board of Directors and to the Members when the President shall so direct.

Section 2 Management Committee. The Management Committee shall have the responsibility with respect to the maintenance of Tamarac By-The-Gulf sub-division as provided for in the Use and Building Restrictions relating to the Association. The Management Committee together with the President, the Treasurer and the Economic & Finance Committee shall have the responsibility for preparing a budget for each upcoming year and submission of said budget to the Board of Directors at its October meeting for its adoption by the Board of Directors for the upcoming year.

ARTICLE X111

CORPORATE SEAL

The Association shall have the seal in circular form having within its circumference the words TAMARAC BY-THE-GULF, INC., a corporation for profit.