ARTICLE I - NAME
The name of the organization is the Neighborhood Association Presidents' Council. (The Council)
ARTICLE II- PURPOSE
A. The Council is organized exclusively for charitable and educational purposes, including, for such purposes, the making of distributions to organizations that qualify as exempt organizations under section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code.
B. No part of the net earnings of the corporation shall inure to the benefit of, or be distributable to its members, trustees, officers, or other private persons, except that the corporation shall be authorized and empowered to pay reasonable compensation for services rendered and to make payments and distributions in furtherance of the purposes set forth in Article Third hereof. No substantial part of the activities of the corporation shall be the carrying on of propaganda, or otherwise attempting to influence legislation, and the corporation shall not participate in, or intervene in (including the publishing or distribution of statements) any political campaign on behalf of or in opposition to any candidate for public office. Notwithstanding any other provision of these articles, the corporation shall not carry on any other activities not permitted to be carried on (a) by a corporation exempt from federal income tax under section 501(c)(3) of the Internal Revenue Code, or the corresponding section of any future federal tax code, or (b) by a corporation, contributions to which are deductible under section 170(c)(2) of the Internal Revenue Code, or the corresponding section of any future federal tax code.
C. To be a non-profit educational organization serving the residents of the City of Lake Worth, Florida and Palm Beach County, Florida. The Council shall sponsor and support lectures, public forums, workshops, discussions, research, publications, special programs, and other activities to educate residents, government officials, and other organizations on public issues such as the unique character of the Lake Worth neighborhoods, public safety, neighborhood concerns and governmental operations and services.
ARTICLE III - MEMBERSHIP
Membership is generally open to all organized neighborhood and homeowner associations in the City of Lake Worth, Florida. Qualifications for membership may include, but are not limited to: registered corporation in the State of Florida with a status of active, a minimum of three verified board members, published association by-laws that have been voted into action by the organization, a published meeting schedule at which minutes are taken and regular election of officers and/or directors. An association is accepted as a member of the Council upon recommendation of the Membership Committee, an annually submitted statement requesting membership of the Council along with the aforementioned information attached and a majority vote of the regular members of the Council.
Member associations accepted for membership on the Council must appoint a designated representative and an alternate representative and notify the Council in writing of such appointments. The designated representative and the alternate representative shall be a member of the association they represent. In the absence of the designated representative, or alternate representative, the member association or its board of directors or officers may designate a temporary representative by providing a letter signed by an association officer attesting to such designation. Each member association shall have only one representative designated to speak and vote on behalf of the member association at meetings of the Council.
Each member association is entitled to one vote and is a regular member of the Council. Proxy is not allowed.
Dues shall be set by a vote of the Council membership and shall be paid annually. If any member association fails to pay such annual dues by January 31st of each calendar year, the voting privilege of that member association shall be suspended. If the member association remains delinquent for a period of 90 days, the association membership on the Council is terminated. The fiscal year shall be the calendar year.
ARTICLE IV - MEETINGS
A. General Membership Meetings
There shall be a general membership meeting of the Council at least once per calendar quarter and a quorum shall be present to conduct business. A quorum is defined as the presence of at least 40% of the designated representatives or alternate representatives or designee of the member associations.
B. Special Meetings
Any member association of the Council with an urgent need may request that the Chair call a special meeting of the membership. The purpose of the meeting and any proposed action to be taken shall be stated in the notice of the special meeting and, except in cases of emergency, at least three days notice of such special meetings shall be communicated to the designated representative of each member association of the Council in writing by the Secretary.
ARTICLE V - OFFICERS
The Officers of the Council shall be: a Chair, a Vice-Chair, a Secretary and a Treasurer.
The Chair shall preside at all meetings of the Council. The Chair shall make all committee appointments subject to the approval of the Council. The Chair shall perform all other duties usually associated with the office of Chair.
The Vice-Chair shall fulfill the duties of Chair in the absence of the Chair and shall perform such additional duties as may be assigned by the Chair or the membership. The Vice-Chair shall head the Membership Committee.
The Secretary shall keep a record of all Council proceedings; shall maintain an official membership roll, attendance records, and copies of an correspondence and shall communicate all notices of general and special meetings of the Council. The Secretary shall maintain and file the annual report, maintain an accurate and up to date copy of the By-Laws, Articles of Incorporation and provide any additional information about the Council to new or prospective members. The Secretary, with the approval of the Council, may from time to time employ or designate an assistant secretary to provide secretarial services for which the assistant secretary may, or may not, be compensated. The assistant Secretary need not be a member of the Council, and if not, shall have no vote on the Council.
The Treasurer shall be the custodian of all funds, shall keep a record of all funds, deposits, and expenditures and shall provide a Treasurer's report which accurately reflects the disposition of such funds at each meeting of the Council. All expenditure of funds shall be approved in advance by the Officers of the Council and shall be reported to the members of the Council at the next general or special meeting.
ARTICLE VI - ELECTION, RESIGNATION AND REMOVAL OF OFFICERS, PERFORMANCE OF AN ANNUAL AUDIT
Each Officer of the Council shall be a regular member of the Council by virtue of being a designated representative of a member association accepted for membership on the Council.
No later than January 31st of each calendar year, commencing with January 31, 2007, the Chair shall appoint a Nominating Committee of at least three regular members of the Council in good standing. The Nominating Committee shall, no later than February 15th of each calendar year, provide the Chair and the Secretary with a list of nominees for each Officer position. In the performance of this duty the Nominating Committee shall consider the varied interests of the members of the Council, the nominee's general character and any other relevant factors.
C. Self Nomination
Any regular member of the Council in good standing may nominate themselves or any other regular member of the Council for any office by providing written or verbal notification to the Secretary no later than February 15th. The nominee's written or verbal acceptance of their nomination shall accompany such nomination.
D. Notice of Elections
The Secretary shall mail to the last known resident address of each regular member of the Council, or hand deliver in person to each regular member of the Council at any location, a notice of election at least three days before any election. The notice shall contain the name and address of each nominee for each officer of the Council and shall state the date, time and place of the election. If there is no nominee for an officer position, the notice shall state so, and that nominations for such officer position may be made from the floor at such annual meeting; and that such nominee must be present and accept such nomination and must be a regular member in good standing of the Council.
E. Voting Procedure
Voting for each position as Officer of the Council shall be by a roll call of member associations present at the Annual Meeting. Each member association's designated, or if the designated representative is absent the alternate representative, may cast one vote for each Officer from among the nominees for that position. The nominee who receives the most votes, even if it is not a majority of the votes cast, shall be deemed elected.
F. Assumption of Office
All officers elected at the Annual Meeting shall take office the day following the election and serve until the day following the next Annual Meeting, or until their successor assumes office, or they are removed or resign from office.
G. Officer Vacancies
If the Chair vacates the office by removal, resignation or becomes ineligible to hold the office, the Vice-Chair shall complete the term. If any other officer vacancy occurs, for whatever reason, before the end of their term, the Chair shall appoint an interim officer from among the regular members of the Council to fulfill the duties of the position until the Council elects a successor. If the vacancy occurs before July 1st, the Chair shall call a special meeting for the purpose of electing a successor to fill the vacancy following the procedures of this section.
Any Officer may resign their service at any time by delivering written notice of such resignation to the Secretary, and in the case of the Secretary, to the Chair. Such resignation shall take effect upon receipt or at such later time as may be specified in the notice.
I. Removal of Officers
Any Officer may be removed from their position, with or without cause, by the affirmative vote of a majority of the regular members of the Council at a special meeting called for such purpose. The removal must be initiated by a petition of recall signed by at least one-third of the regular members of the Council delivered to the Secretary, or in the case of the Secretary, to the Chair. Within 45 days after receiving such a recall petition, the Council shall hold a special meeting for the purpose of voting on removal of the officer named in the petition. The Secretary or Chair shall cause notice of the special meeting to be mailed or delivered at least 7 days prior to the special meeting to each regular member of the Council. Such notice shall state the purpose of the meeting and the date, time and place of the special meeting. If a vacancy is created by removal prior to July 1st of any year, the Council shall proceed immediately with nominations from the floor and the election of a successor from among regular members in good standing. If a vacancy by removal is created after July 1st the Chair shall appoint an interim officer to fill the position until the next regular election of officers.
J. Annual Audit
In December of each year the Council shall elect an Audit Committee consisting of a Chair and at least two additional regular members of the Council who will audit, or cause to have audited the financial records of the Council. No member of the Audit Committee may be an officer of the Council. The Audit Committee shall not obligate the Council for any financial responsibility without receiving prior approval from the Council. The Audit Committee shall complete its work by, and report its findings to the regular members at, the annual meeting, prior to the election of officers.
ARTICLE VII - COMMITTEES and PUBLIC POSITIONS/ ADVOCACY
A. Standing Committee
There shall be one standing committee: Membership. It will be chaired by the Vice-Chair of the Council and will consist of two other regular members appointed by the Council Chair subject to the approval of the Council. The committee will examine the qualifications of each neighborhood or homeowners association seeking membership and representation on the Council. In the event more than one association with the same or similar boundaries or claiming to represent the same resident population seeks membership, the membership committee shall review the applications and make recommendations to the Council.
B. Other Committees
The Council may create or the Chair may appoint, subject to Council approval, other committees as may be needed. These may include but not limited to annual Nominating Committee for the purposes of officer elections or an annual Audit Committee.
C. Council Positions and Public Advocacy
In no case will the Council take a position on political candidates or issues up for ballot approval by the public. The Council may, from time to time, state a position on a non-election issue of public importance or conduct advocacy on behalf of an issue deemed important by the Council. Such a position or advocacy must be approved by the Council at a meeting where advance written notice of consideration of taking a public position has been given, a quorum of the membership is present and at least two-thirds of those present approve. Only then, may the Chair, or a regular member designated by the Chair, speak or be an advocate on the issue on behalf of the Council.
ARTICLE VIII- PARLIAMENTARY AUTHORITY
The Council shall abide by and follow, as much as is practical, the rules contained in the latest edition of "Roberts Rules of Order, Newly Revised" unless inconsistent with these By-Laws as amended, or the laws of the State of Florida.
ARTICLE IX - AMENDMENTS
These By-Laws may be amended or revised by a two-thirds affirmative vote at any general membership meeting or special meeting at which at least a 40% quorum of the regular members is present. All regular members of the Council shall be given written notice in the customary manner at least 14 days in advance of any meeting at which By-Law amendments or revisions will be voted. The notice shall contain the current By-Law provision and the proposed changes or revisions and shall state the date, time and place of the meeting and that voting on such amendments or revisions will take place.
Unanimously approved and adopted 11/27/07
Article III, Section(A)(paragraph 1), amended and adopted by unanimous vote 09/08/2012
Article III, Section(A)(paragraph 2), amended and adopted by unanimous vote 08/03/2013