ByLaws
Bayou Oaks Neighborhood Association Bylaws
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Article 1
Name
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The name of this organization shall be the “Bayou Oaks Neighborhood Association,”
(herein after “Association”). The principal mailing address of this association shall be
located at PO Box 3377, Sarasota, FL 34230, but meeting of members and directors may
be held at such places within the State of Florida as may be designated by the Board of
Directors.
Article 2
Nature and Purpose
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The nature and purpose of the Association shall be:
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1. To promote awareness of the Bayou Oaks Neighborhood,
2. To help promote, enhance and unify the Bayou Oaks Neighborhood,
3. To foster a better communication and understanding among the residents of the
Bayou Oaks Neighborhood.
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Article 3
Meetings of Members: Voting Rights
Regular Meetings. Regular meetings of the Association’s members shall be held on the
second Tuesday of April and October at a time and place to be designated by the Board
of Directors. In the event the regular date for a meeting falls on a legal holiday, such
meetings shall be held at the same time on the next weekday that is not a legal holiday or
date more suitable to the Directors.
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Members. Members of the Association shall include residents/business owners of the
Bayou Oaks Neighborhood who desire to become involved in the furtherance of the
Association’s goals. These residents/business owners may include renters as well as
property owners.
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Voting Rights. Members of the Association may take part in the election of the Board of
Directors upon the expiration of their terms at the elections meeting. The Board of
Directors/Officers of the Association shall make all other decisions for the Association.
Article 4
Board of Directors and Officers: Terms of Office
Number. The Board of Directors, who shall be members of the Association, shall
manage the affairs of the Association. The number of Directors may be increased or
decreased from time to time, but the association must never have fewer than three
Directors.
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Organization Structure. The Board of Directors of the Association shall serve as the
officers of the Association and shall be elected by members of the Association as set
forth below. The Board shall consist of the following offices: President, Vice President,
Immediate Past-President, Secretary, Treasurer, and two at-large members.
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Election. All Directors of the Association shall be elected by a majority vote of the
voting membership during the Association meeting held in April of each election year.
Each election year, the Board of Directors shall appoint a Nominating Committee
consisting of a minimum of three people from the general membership, including one
current Board member. This committee will present to the membership a slate of
candidates selected from the general membership.
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Directors Terms. Directors shall be elected when their terms. The term of office for all
Directors shall be two years. The term of office is to begin immediately following the
election, and shall expire in April, following the next election for the position.
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Action Taken without 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 all the Directors. Any action so approved shall have the same effect as though
taken at a meeting of the Directors.
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Regular Meetings. Regular meetings of the Board of Directors shall be held a minimum
of four times a year, at such place and hour as may be fixed from time to time by
resolution of the Board. In the event the regular date for a meeting falls on a legal
holiday, such meeting shall be held at the same time on the next weekday, which is not a
legal holiday.
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Special Meetings. Special meetings of the Board of Directors shall be held when called
by the President or the Vice President of the Association with no less than twenty-four
(24) hours' notice to each Director.
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Quorum. A majority of the Directors shall constitute a quorum for the transaction of
business. Every act performed or decision made by a majority of Directors present at a
duly held meeting in which a quorum is present shall constitute the act or decision of the
Board
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Resignation. Any director or Officer wishing to resign his or her position shall submit
said resignation to the President in writing, or in the absence of the President, to the Vice
President in writing. In the case of a resigning president, said resignation shall be made to
the Vice President. The resignation shall take effect on the date of receipt of such notice
or at any later time specified therein, and unless otherwise specified therein, the
acceptance of such resignation shall not be necessary to make it effective.
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Political Office. Any Director or Officer seeking political office shall resign his or her
position upon formal declaration of candidacy.
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Removal from Office. Any Director or Officer may be removed from the Board, with or
without cause, by a majority plus one vote of the Members of the Board of Directors. In
the event of death, resignation, or removal of a Director or Officer, his or her successor
shall be selected by the remaining Members of the Board and shall serve for the
unexpired term of his/her predecessor.
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Compensation. No Director or Officer shall receive salary or compensation, in any way,
for serving on the Board of Directors or as an Officer. However, any Director or Officer
may be reimbursed for his or her actual expenses incurred in the performance of his or
her duties.
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Article 5
Officers and Their Duties
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Enumeration of Offices. The Officers of the Association shall be members of the Board
of Directors and shall include the following offices: President, Vice President, Immediate
Past-President, Secretary, Treasurer, and two at-large members.
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Election of Officers. The election of Officers, when applicable, shall take place at the
April General Meeting in the election year.
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Term. Each Officer shall hold office for a term of two (2) years unless he or she shall
sooner resign or shall be removed or otherwise disqualified to serve.
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Succession. All Officers, except the President, may succeed themselves. The office of
President may only serve two consecutive terms.
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Special Appointments. The Board may appoint such other Officers as the affairs of the
Association may require. Each shall hold office for such period, have such authority and
perform such duties as the Board may, from time to time, determine.
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Vacancies. A vacancy in any office may be filled by appointment of the Board. The
officer appointed to such vacancy shall serve for the unexpired term of the officer he or
she replaces.
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Duties of Officers
President. The President shall be the Chief Officer and spokesperson of the Association
and the Chair of the Board of Directors. The duties of the President shall be to perform
the following and all other powers given by the Board of Directors.
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1. Serve as a member of the Board of Directors of the Association.
2. Preside over all meetings of the Board of Directors and general membership.
3. Coordinate all meetings for the Association, including providing notification of
meetings.
4. Appoint all committees and their Chairpersons, and serve as ex-officio member of
all committees.
Vice President. The Vice President shall:
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1. Serve as a member of the Board of Directors of the Association.
2. Perform all duties assigned to the President during the absence or temporary
disability of the President. The Vice President shall also carry out all special
assignments by the President or the Board of Directors.
Immediate Past-President. The Immediate Past-President shall:
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1. Serve as a member of the Board of Directors of the Association.
2. Serve as advisor to the President.
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Secretary. The Secretary shall:
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1. Serve as a member of the Board of Directors o f the Association.
2. Maintain an accurate list of all members of the Association.
3. Attend all meetings of the Board of Directors and all meetings of the members
and shall record all votes and the minutes of all proceedings to be recorded and
kept for that purpose, and shall perform like duties for standing committees when
required.
4. Shall provide, or cause to be provided, notice of all meetings of the members and
of the Board of Directors.
5. Shall be responsible for the proper recording of all duly adopted amendments to
the Association documents.
6. Shall perform such other duties as may be prescribed by the Board or the
President.
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Treasurer. The Treasurer shall:
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1. Pay all expenses of the Association from the Association funds.
2. Prepare all financial reports of the Association as may be required for the Board
of Directors, membership or governmental authority.
3. File all reports and forms o f the Association.
4. Prepare a report of accounting for each board meeting.
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Two Board Members At Large. These Board members shall:
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1. Serve as members of the Board of Directors of the Association.
2. Provide assistance to the other officers of the Association in the performance of
their duties, including from time to time, substituting for those officers in the
event of their absence or temporary inability to perform their duties.
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Article 6
Committees
The Board of Directors shall appoint a Nominating Committee, as provided in these
bylaws. In addition, the Board of Directors shall appoint other committees as deemed
appropriate in carrying out its obligations and privileges. All committees shall contain at
least one Board member who shall act as liaison between the committee and the Board of
Directors. Committees shall not have independent authority to act on behalf of the
association without approval of the Board of Directors as provided in these bylaws.
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Article 7
Disclaimers
No member or group of members shall act on behalf of or in the name of the Association
except when authorized by the President and/or the Board of Directors. Any action so
taken, contrary to the provisions hereof, shall be deemed void and not binding to this
Association, and shall not be construed to be the official act of this Association.
No person shall endorse any product, person or business in the name of the Association.
This Association shall not make endorsements of any political issue unless said issue
concerns matters related to the furtherance of the Association's stated goals. No such
endorsement will be made unless authorized by the Board of Directors.
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Article 8
Amendments
These bylaws may be amended by a two-thirds (2/3) vote of the members of the Board of
Directors or their designated representative present and voting at any regular or special
meeting.
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Ten (10) days written notice of a bylaw change shall be given to each member of the
Board prior to a meeting, unless written notice is waived by each member of the Board
before any change is acted upon.
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Article 9
Certification
An instrument signed by any executive officer of the Association, and attested by the
Secretary of the Association, is evidence that any required approval has been obtained as
to the persons without actual knowledge to the contrary.
Adopted February 12, 2002
Amended April 9, 2013
Amended September 29, 2013