AMENDED BY-LAWS
of
COASTAL COMMUNITY ASSOCIATION, INC.
(A Florida Corporation Not-For-Profit 501 (c) (4))
ARTICLE I
OFFICES FISCAL YEAR
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1.01 - Bylaws. These Bylaws constitute the rules and regulations of the Coastal Community
Association, Inc. (the "Corporation"); a voluntary voting membership is open to property
owners of South Gulf County, Florida (Beginning at the Port St. Joe Eastern City Limits and
going to the Franklin/Gulf County line and to include all of Indian Pass Peninsula and St.
Joseph's Peninsula bordering the Gulf of Mexico and St. Joseph's Bay) and voluntary
associate membership is open to other individuals who are property owners in Gulf County,
Gulf County Homeowners' Associations, and businesses incorporated in Florida which have a
primary location within Gulf County.
1.02 - Place of Business. The principal place of business of the Corporation shall be South
Gulf County, Florida. The Corporation may have offices within or without the State of Florida.
1.03 - Fiscal Year. The fiscal year of the Corporation shall be determined by the Board of
Directors ("Board") and may be changed from time to time by the Board. The Calendar Year is
established as the fiscal year.
ARTICLE II - MEMBERSHIP, VOTING, DUES AND MEETINGS OF MEMBERS
2.01 - Membership. Members shall be property owners of South Gulf County, Florida, within
the area described by Sec. 1.01, whose dues are current and Associate members shall be of
three categories whose dues are current.
A) Individuals who are property owners in Gulf County outside the geographic boundaries
defined for voting members in 1.01 of these By-Laws.
B) Businesses which are incorporated within the State of Florida and which have a primary
business within Gulf County.
C) Homeowners' Associations which are incorporated in the Sate of Florida representing
properties in Gulf County.
2.02 - Associate Members. Associate members shall be one of three categories, whose dues
are current.
A) Individuals who own at least one parcel of land identified by a tax identification number in
Gulf County outside the geographic boundaries defined in 1.01 of these By-Laws. These
members may not vote but may serve on committees, if appointed by the Board of Directors,
but may not serve as Chair and may not serve on the Executive Committee.
B) Businesses which have incorporated in the state of Florida and which have a primary
location within Gulf County. The associate members representing businesses shall have no
vote but may have one representative serve on committees, if appointed by the Board of
Directors, but may not serve as chair and may not serve on the Executive Committee in the
capacity of representing a business.
C) Homeowners' Associations which are incorporated in the State of Florida and which have a
primary location within Gulf County. The associate members representing the associations
shall have no vote but may have one representative serve on committees, if appointed by the
Board of Directors, but may not serve as Chair and may not serve on the Executive Committee
in the capacity of representing a Homeowners' Association.
2.03 - Voting. Voting privileges shall be granted to members in good standing who own at least
one parcel of land identified by a tax identification number. No individual or entity shall have
more than one vote regardless of how many parcels are owned. The parcel shall only be
counted once in awarding a vote regardless of number of owners for any given parcel. Any
disputes concerning the right to vote shall be settled by the board. A member is entitled to
vote in person, by mail, by electronic means when available, or by proxy executed in writing by
the member. No proxy shall be recognized as valid after three months from the date of its
execution unless expressly provided otherwise in the proxy. Associate members shall not be
granted voting privileges.
2.04 - Dues. Dues shall be set by the Board and due and payable at the beginning of each
fiscal year.
2.05 - Place of Meetings. Meetings of members shall be held in such place as may be
designated by the Board.
2.06 - Annual Meeting. The Annual Meeting of voting members of the Corporation shall be
held on or about May of each year, and shall be set by the Board of Directors.
2.07 - Special Meetings. Special meetings of the members may be called at any time by two
(2) or more members of the Board, the President, or a majority of the voting members of the
Corporation.
2.08 - Written Consent. Any action of the members which is required or permitted to be taken
at any meeting may be taken without a meeting if a consent in writing setting forth the action to
be taken, signed by the voting members whose votes would be necessary to authorize or take
such action at a meeting, is filed in the minutes of the Corporation. Within twenty (20) days
after obtaining such authorization by written consent, notice summarizing the action must be
given to those members who have not consented in writing.
2.09 - Notice of Meetings and Waiver. Except as otherwise provided by statute or by the
Articles of Incorporation, written notice stating the place, day, and hour of the meeting and, in
the case of a special meeting, the purpose or purposes for which the meeting is called, shall
be delivered to each member of record entitled to vote at such meetings not less than ten (10)
nor more than sixty (60) days before the date of the meeting, either personally, electronically
or by first class mail, by or at the discretion of the President, the Secretary, or other person or
persons calling the meeting. If mailed, such notice shall be deemed to be delivered when
deposited, postage prepaid, in the United States mail addressed to the member at this
address as it appears on the membership records of the Corporation.
A member may waive notice in writing of a meeting either before or after the time of such
meeting, and the business or purpose of such meeting need not be specified in the waiver.
Attendance by a member at a meeting shall also constitute a waiver of notice of such meeting,
except when the person attending the meeting expressly protests the insufficiency of notice at
the beginning of the meeting.
2.10 - Quorum. Except as otherwise provided by statute or by the Articles of Incorporation, a
majority of the members present and in good standing or entitled to vote, represented in
person or by proxy, shall constitutes a quorum at a meeting of members. After a quorum has
been established at a meeting, the subsequent withdrawal of members, so as to reduce the
number of those entitled to vote at the meeting below the number required for a quorum, shall
not affect the validity of any action taken at the meeting or any adjournment thereof.
2.11 - Adjournment. Except as otherwise provided by statute or by the Articles of
Incorporation, if a meeting is adjourned to another time or place, it shall not be necessary to
give any notice of the adjourned meeting if the time and place of adjournment is determined at
the original meeting.
2.12 - Minutes. Minutes shall be made of all meetings of the members and Board and kept by
the Secretary of the Corporation.
2.13 - Removal. At a meeting of members called expressly for the purpose of removing a
member, any member may be removed, with or without cause, by affirmative vote of two-thirds
of the members entitled to vote.
2.14 - Resignation. Any member of the Corporation may resign at any time by giving written
notice to the Board, the President, or the Secretary of the Corporation. Such resignation shall
take effect at the time specified therein, and unless otherwise specified therein, the
acceptance of such resignation shall not be necessary to make it effective.
2.15 - Transfers. No member may transfer a membership or any right arising therefrom. The
Corporation may not purchase any of its memberships or any rights arising therefrom.
ARTICLE III
DIRECTORS
3.01 - Duties. The powers of the Corporation shall be exercised by or under the authority of,
and the affairs of the Corporation shall be managed under the direction of, the Board. The
Board shall include the positions of President, Vice President, Secretary and Treasurer and
elected directors.
3.02 - Number, Tenure, and Qualifications. The Board shall consist of no more than (10)
members. The number of directors may be increased or decreased from time to time by vote
of the members, but in no case shall the number of directors be less than three nor more than
ten (10). No decrease shall have the effect of shortening the term of any incumbent director.
Each director shall hold office for two (2) years and until his successor shall have been
elected, or until his earlier resignation, removal from office, inability to act, or death. Directors
need not be residents of the State of Florida, but must be members in good standing in the
Corporation and may not be associate members.
3.03 - Election. Directors shall be elected at the annual meeting of members. Directors shall
be elected to specific corporate office which they will hold for two (2) years or until their
successors have been elected and qualified. If directors are not elected at the annual meeting
of the year their term of office expires, the incumbent directors shall continue in office until
their successors are elected. The terms of office shall be staggered as determined by the
Board of Directors.
3.04 - Vacancies. Whenever a vacancy occurs in the Board by death, resignation, removal,
increase in the number of directors, or otherwise, the same may be filled by the affirmative
vote of a majority of the remaining directors though less than a quorum of the Board, and the
director so elected shall hold office only until the next election of directors by Members.
3.05 - Place, Call, and Adjournment of Directors Meetings. Meetings of the Board may be held
either within or without the State of Florida. Meetings of the Board may be called by the
President of the Corporation or by any two directors. Except as otherwise provided by statute
or by the Articles of Incorporation, a majority of the directors present at a meeting, whether or
not a quorum is present, may adjourn any meting to another time and place. Notice of any
adjournment of a meeting to another time and place shall be given, in the manner described
above, to the directors who were not present at the time of the adjournment and, unless such
time and place are announced at the meeting, to the other directors.
3.06 - Annual Meetings. The Board shall meet each year immediately or within thirty days after
the annual meeting of members for the purpose of organization, and consideration of any
other business that may properly be brought before the meeting. No notice of any kind to
either old or new members of the Board for such annual meeting shall be necessary.
3.07 - Other Meetings. Except as otherwise provided by statute or by the Articles of
Incorporation, other meetings of the Board may be held upon written notice by mail or
electronic means two (2) days prior to the day for such meeting. Notice of any meeting of the
Board may be waived in writing signed by the person or persons entitled to such notice,
whether before or after the time of such meeting. Attendance of a director at such meeting
shall constitute a waiver of notice thereof, unless the director expressly protests the
insufficiency of notice at the beginning of the meeting. The purpose or purposes of such
meeting of the Board need not be specified in the notice, or waiver of notice of such meeting.
3.08 - Quorum and Acts. Except as otherwise provided by statute or by the Article of
Incorporation, a majority of the members of the Board shall constitute a quorum for the
transaction of business. Each director shall have one vote. The act of a majority of the
directors present at a meeting at which a quorum is present shall be the act of the Board,
except that any action required or permitted to be taken at any meeting of the Board may be
taken without a meeting if a consent in writing, setting forth the action to be taken, signed by
all of the directors, is filed in the minutes of the proceedings of the Board. Directors may
authorize expenditures of no more than $2,000.00. To exceed that amount, the issue must
come before the entire membership. Members of the Board or any committee thereof shall be
deemed present at any meeting of the Board or the committee if a conference telephone or
other communications equipment by means of which all persons participating in the meeting
can hear and speak to each other is used. Any change from presented and approved annual
budget shall require approval by two-thirds (2/3) of the Board.
3.09 - Removal. At a meeting of members called expressly for the purpose of removing a
director of the Board, any director may be removed, with or without cause, by majority vote of
the members then entitled to vote at an election of directors.
3.10 - Resignation. Any director of the Corporation may resign at any time by giving written
notice to the Board, the President, or the Secretary of the Corporation. Such resignation shall
take effect at the time specified therein, and unless otherwise specified therein, the
acceptance of such resignation shall not be necessary to make it effective.
3.11 - Committees. By resolution adopted by a majority of the Board, the Board may designate
from among the voting membership an executive committee and from the membership with
voting privileges and from associate members other committees, each to serve until the next
succeeding annual meeting and/or until the purpose of the committee is completed.
Homeowners' Associations and business members in good standing shall have only one
representative allowed per committee and may not chair a committee or serve on the
Executive Committee in the capacity of representing the Homeowners' association or business
which is an Associate member. Each committee shall report directly to the Board. The Board
may designate one or more directors as alternate members of any such committee, who may
replace any absent member or members at any meeting of such committee, each to serve until
the next succeeding annual meeting or as otherwise designated. Any committee created
hereunder shall serve at the pleasure of the Board, and a member thereof may be removed or
the entire committee dissolved, with or without cause, by majority vote of the Board. No action
of any committee is valid until approved by the Board or the Membership.
3.12 - Advisory Committee. By resolution adopted by a majority of the entire Board, the Board
may designate an advisory committee of persons, who need not be members, to counsel with
the Board in respect of the affairs of the Corporation. The advisory committee may make
recommendations to the Board on matters pertaining to the objects and purposes for which
the committee was formed and shall conduct its operations in the manner provided for
committees of the Board, but shall not have or exercise any of the authority of the Board.
3.13 - Compensation. Directors and committee members shall serve without compensation.
Directors and committee members may be reimbursed for ordinary and necessary expenses
incurred in furtherance of the tax-exempt purposes of the Corporation as described in the
Articles of Incorporation and authorized, approved, or ratified by the Board in accordance with
Paragraph 3.14.
3.14 - Interest of a Director in Transactions. No contract or other transaction shall be
permitted between the Corporation and its directors if such contract or other transactions
would constitute an act of self-dealing or otherwise contravene any of the requirements of the
Articles of Incorporation.
No contract or other transaction between the Corporation and one or more of its directors or
any other corporation, firm, association, or entity in which one or more of its directors or
officers or are financially interested, shall be either void or voidable because of such
relationship or interest or because such director or directors are present at the meeting of the
Board (or a committee thereof) which authorizes, approves, or ratifies such contract or other
transaction or because of his or their votes are counted for such purpose, if:
(1) The fact and the material aspects of such director's relationship or interest are disclosed
or known to the Board or committee which authorizes, approves, or ratifies the contract or
other transaction by a vote or consent sufficient for the purpose without counting the vote or
consent of such interested director; or
(2) The fact and the material aspects of such director's relationship or interest are disclosed
or known to the members entitled to vote and they authorize, approve, or are disclosed or
know to the members entitled to vote and they authorize, approve, or ratify such contract or
other transaction by vote or written consent; or
(3) The contract or other transaction is fair and reasonable as to the Corporation at the time it
is authorized by the Board, a committee, or the members.
ARTICLE IV
OFFICERS
4.01 - Officers. At the annual meeting the membership shall elect to those office whose
incumbents terms are expiring, a President, one or more Vice Presidents, a Secretary, and a
Treasurer and such other officers and assistant officers as may be deemed appropriate. Any
two or more offices may not be held by the same person. All officers shall serve for two (2)
years or until their earlier resignation, removal from office, inability to act, or death.
4.02 -Duties. The President shall be the chief executive officer of the Corporation and shall
preside at all meetings of the members.
The Vice President shall assist the President, and shall temporarily or permanently take over
the duties of President in the absence of the President.
The secretary shall have custody of and maintain all of the corporate records, except the
financial records, and shall perform such duties as are from time to time assigned by the
Board.
The Treasurer shall have custody of all corporate funds and financial records, shall keep full
and accurate accounts of receipts and disbursements, and render account thereof at the
annual meeting of members and whenever else required by the Board of Directors, and shall
perform such duties as are from time to time assigned by the Board. Not later than four
months after the close of each fiscal year, the Treasurer shall prepare the following and
maintain such in the registered office of the Corporation:
a) A balance sheet showing reasonable detail the financial condition of the Corporation as of
the close of the fiscal year;
b) An income statement showing the results of operation through the close of the
Corporation's fiscal year;
c) The annual report to the Internal Revenue Service, the State of Florida, and any other
governmental report; and
d) Such other financial or governmental reports as the Board shall determine from time to time.
4.03 - Compensation. Officers shall serve without compensation.
4.04 - Corporate Instruments. All checks and drafts on, and withdrawals from the Corporation's
accounts with banks or other financial institutions, and all bills of exchange, notes and other
instruments for the payment of money, drawn, made, endorse, or accepted by the
Corporation, shall be signed on its behalf by the person or persons thereunto authorized by,
or pursuant to resolution of, the Board.
ARTICLE V
AMENDMENTS
5.01 - By Board or Members. Subject to Paragraph 5.02, the Board shall have the power to
alter, amend, or repeal the Bylaws or adopt new Bylaws. Notwithstanding the foregoing, any
Bylaw, whether adopted by the Board or by the members, may be altered, amended, or
repealed by the members, and new Bylaws may be adopted by the members. The members
may prescribe in any Bylaw made by them that such Bylaw shall not be altered, amended, or
repealed by the Board.
ARTICLE VI
BOOKS
6.01 - Keeping Books and Records. The Corporation will keep complete and accurate books
and records, and will also keep minutes of the proceedings of its members, Board, and
committees. The Corporation will keep a membership and the original or a copy of its Bylaws,
including amendments to date certified by the Secretary of the Corporation.
6.02 - Inspection. All books and records of the Corporation may be inspected by any director
or any member for any proper purpose at any reasonable time on written demand stating such
purpose.
Approved and adopted as the Amended Bylaws of the Corporation by the Board of Directors
and membership this 28th day of July, 2005.
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