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An Information Guide to Duck Key in the Florida Keys


 

 

 

 

 

 

 

 

 

 

 

 

  

 

 

 

 

 

 

 

 

 

 

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CLUB DUCK KEY, INC.

By-Laws

(This printing of the By-laws dated January 5, 2007 incorporates Additions and Deletions made to the By-laws since January 15, 2003.)

ARTICLE I - NAME

The name of the corporation is CLUB DUCK KEY, INC., incorporated under the Florida Non-Stock Corporation Act and referred to within these by-laws as the "Corporation".

ARTICLE I I – PURPOSE

A. General

The Corporation is formed to encourage and promote the health and civic, social and general welfare of its members, and to construct, operate, and maintain for its members park and recreational facilities, including a swimming pool and related facilities
.
B. Financial

The Corporation is a non-profit organization. No pecuniary profit shall inure to the benefit of its directors, officers or members. To this end, the Corporation may not issue stock nor declare nor distribute any dividend. No part of the net income of the Corporation shall inure to the benefit of any director, officer or member of the Corporation. Further, any balance of money or assets remaining after full payment of all obligations of any kind of the Corporation shall be devoted solely to the purposes enumerated in paragraph A of this Article.

ARTICLE I I I – DEFINITIONS

A. Definitions

1. Board: The duly elected Officers and Board of Directors of the Corporation.

2. Shareholder: An individual or individuals holding a Share (Certificate of Membership) either solely or jointly.
3. Share: (Certificate of Membership) indicia of legal ownership of a Share in the Corporation when signed by the President of the Corporation and the Secretary.

4. Joint Membership: A Share issued in the name of a husband and wife living in the same household. At no time can two households claim ownership of a Share.

5. Sole Membership: A Share issued in the name of one person.

6. Special Membership: A class of membership of the Corporation as determined by these bylaws.

7. Vacant Membership: A Share owned by the Corporation.

8. Membership Fee: A fee payable by each prospective Shareholder prior to issuance of a Certificate of Membership as determined by the current market value of a Share in the Corporation.

9. Dues: An assessment determined annually by the Board, approved by the Shareholders, and assessed according to these by-laws to Shareholders.

10. Household Guest: A person visiting temporarily in the household of a Member.

11. Administrative Fee: A fee due at the time of sale of a Certificate of Membership.

12. In Good Standing: A condition enjoyed by a Member who has paid all dues and special payments,

as required, by the due date, or who has paid all dues, special payments, as required, and a penalty fee, as required.

13. Notice of Delinquency: A notice sent to a Member by the Secretary stating that dues and/or other monies owed to the Corporation have not been paid.

14. Suspended Member: A member who has not paid dues and/or other monies owed the Corporation within (30) days of mailing of the notice

ARTICLE IV - MEMBERSHIP

A. Classes of Members (A member is a Shareholder of at least 18 years of age.)

1. Shareholder

2. Special Member
The name of each Member, together with the name of each Special Member, shall be listed in the official membership listing of the Corporation maintained by the Membership Chairman for identification, collection of annual dues and special payments, and the issuance of annual membership passes, among other things. Special Members will not pay annual dues and/or special payments.

B. Application of Membership

1. Membership in the Corporation will be limited to Duck Key property owners and renters.

2. Membership shall not be denied to any adult on the basis of race, sex, age, nationality or ethnic origin, political beliefs, marital status or handicapping conditions.

3. Each applicant for purchase of a Certification of Membership shall submit, on a form furnished by the Board of Directors, a signed application on which the applicant shall agree to pay the membership fee, dues and any special payments established by the Board. The dues and special payments may be pro-rated, if applicable. Each applicant must be approved for Membership by the Board of Directors.

C. Purchase of Membership

1. All Certificates of Membership are purchased from the Corporation and may be purchased solely or jointly. No Certificate of Membership is severable nor may it be held or the benefits enjoyed by an entity other than the entity to whom the Certificate of Membership is sold, except that a joint membership is considered to have been purchased with a right of survivorship. Further, a joint membership whose property rights are in common following dissolution or any other decree that shall have the effect of terminating a marriage or joint ownership may be converted to a sole membership in the name of one of the former spouses and/or owners. It shall be the sole responsibility of the member to advise the Corporation in writing of a change in status of the membership. If the Corporation, without prior written notice, acts in good faith in accepting dues, assessments, and/or other payments from a member, such action shall be without recourse against the Corporation. Further, notice of payment to a member of the joint membership by the Corporation, without prior written notice to the Corporation of a change in status of the membership, shall be considered notice and payment to the joint membership and satisfaction of the Corporation's obligation to both parties to the joint membership.

D. Rights and Responsibilities of a Shareholder

1. A Shareholder shall pay to the Corporation, on or before the due date, all dues and special payments determined and assessed by the Board of Directors and approved by the Shareholders. Any payment not received by the due date may incur a penalty fee in an amount determined by the Board of Directors. No Shareholder shall be permitted access to the park and recreational facilities provided by the Corporation until such dues, special payments and applicable penalty fees are received by the Corporation, except as authorized by the Board of Directors. Annual dues and special payments are payable by each Shareholder until such time as their Certificate of Membership is sold.

2. A Shareholder may surrender to the Board of Directors the Certificate of Membership
together with a request signed by the Shareholder that the Corporation offers the
Certificate of Membership for sale to an applicant for purchase of a Certificate of
Membership. If a Shareholder secures a willing purchaser for said unsold Certificate
of Membership, that sale may be processed according to paragraph E.3. of this Article.

3. All Shareholders in good standing shall be entitled to use the swimming pool and all park and recreational facilities provided by the Corporation subject to such reasonable restrictions and regulations promulgated by the Board of Directors.

4. All Shareholders are responsible for keeping the Secretary and/or Membership Chairman informed of their current mailing address.

E. Duties of the Board of Directors with Respect to Membership

1. The Board of Directors shall determine annually, with the approval of the Shareholders, the dues and any special payments to be assessed to the Shareholders of the Corporation. The Board of Directors shall then notify each Shareholder of the dues and special payments assessed to the Shareholders. Notification of dues and special payments assessed shall be made by first-class mailing.

2. The Board of Directors or its designee shall, within a reasonable time after receiving a completed application for purchase of a Certificate of Membership, render a decision and advise the applicant. If the Board of Directors approves an application along with payment of the membership fee, the Corporation receives dues and special payments under paragraph B of this Article, the President shall cause a Certificate of Membership to be delivered to the Shareholder. If the Board of Directors fails to approve an application for purchase of a Certificate of Membership, any payment received from the applicant by the Corporation shall be returned to the applicant.

3. The Board of Directors, under paragraph E.3 of this Article, shall issue the Certificate of Membership to the Shareholder.

4. The Board of Directors, within a reasonable time, shall consider each signed application of a Shareholder for conversion of membership. The Board of Directors may not approve any application for conversion of membership unless the Shareholder is in good standing.

5. The Board of Directors shall suspend any Shareholder failing to pay annual dues and, as applicable, all other monies owed the Corporation within thirty (30) days after notice of delinquency has been deposited with the U. S. Postal Service and sent by registered or certified mail or any other type of mail service to provide a return receipt, to the address appearing on the records of the Corporation. Any Member thus suspended shall be notified promptly in writing by the Secretary of the Corporation of such suspension. If dues and all other monies owed the Corporation are not paid within fifteen (15) days after the sending of such notice, that person shall cease to be a Member of the Corporation.

6. The Board of Directors may, at its discretion and by the affirmative vote of fifty-one per cent (51%) of its seven (7) members, after the Shareholder has had an opportunity to appear before and be heard by the Board of Directors, cancel the Certificate of Membership of a Shareholder and privileges whose actions are determined to be detrimental to the interest of the Corporation. Such disenfranchised Shareholder whose privileges have been canceled may be reinstated upon written appeal, filed with the Secretary of the Corporation within thirty (30) days of notification, if approved by a majority of the Board of Directors eligible to vote, in person or by proxy.

F. Complement of the Membership of the Corporation

1. The Corporation shall be limited to 125 Shareholders or a number established by the Board of Directors.

2. When the total number of Shareholders is at the allowable maximum, the names of applicants for purchase of a Share shall be placed on a waiting list in chronological order of the Board of Director's receipt of the application.

ARTICLE V - MEETINGS

A. Annual Meeting

1. An annual meeting of members shall be held in the winter of each year, at a time and place of the Board of Directors’ designation.

B. Special Meeting

1. Special meetings may be called at any time by the President or Board of Directors. Special meetings shall be called by the Secretary upon the written request of not fewer than twenty (20) percent of the total number of the membership in good standing.

C. Notice of Meeting

1. Written notice stating the place, day and hour of the annual meeting, and in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten (10) nor more than thirty (30) days before the date of the meeting, either personally or by mail to each member entitled to vote at such a meeting. In the case of the annual meeting, such notice shall also include a proposed budget and detailed agenda. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, with first-class postage affixed and addressed to the Member at the address as it appears on the records of the Corporation.

D. Minutes of Meetings

1. The membership will be mailed and/or e-mailed a copy of the minutes of the Annual Meeting and any Special Meeting.

ARTICLE VI – VOTING

A. Eligibility

1. Each Shareholder in good standing shall be entitled to one (1) vote on all matters presented to the Shareholders for vote at an annual and any special meeting, as may be called.

2. The Share of a Shareholder eligible to vote may be voted in person or by proxy executed in writing by the Shareholder. No proxy shall be valid after eleven (11) months from its date unless otherwise provided in the proxy and no proxy may be exercised unless it is filed with the Secretary of the Corporation prior to the meeting at which it is voted; however, a spouse of a Shareholder, in the case of sole ownership, may vote in person if the Shareholder is not present.

3. Members holding fifty-one (51) percent of the votes entitled to be cast, appearing in person or represented by proxy, shall constitute a quorum. The vote of a majority of the votes entitled to be cast by the members present or represented by proxy at a meeting at which a quorum is present shall be necessary for the adoption of any matter voted upon by the members except as stated in these by-laws.

A. Nominating Committee

1. The Board of Directors shall appoint, by November 15 of each year, a nominating committee consisting of five (5) members, to nominate candidates for election as Officers and Board of Directors. The members of the committee shall elect the chairman of the committee. The committee shall provide at least one candidate for each Board of Director office to be voted upon by the membership at the annual meeting. The nominations shall be decided upon by a majority of the entire committee, and a report thereon signed by the chairman shall be filed with the Secretary not less than twenty (20) days before the annual meeting at which directors are to be elected.

2. Nominations may also be made by members of the Corporation from the floor at the annual meeting.

ARTICLE VIII – THE BOARD OF DIRECTORS

A. Purpose

The affairs of the Corporation shall be managed by a Board of Directors selected from Shareholders of the Corporation in good standing.

B. Composition and Term
The Board of Directors shall consist of seven (7) persons elected at the annual meeting.

C. Vacancies and Removal
Any vacancies which occur on the Board prior to the expiration of the first year of an Officer’s or Director's term of office shall be filled for the balance of such term at the next annual meeting. Vacancies may be filled until the annual meeting by majority action of the Board of Directors at any regular or special meeting of the Board of Directors.

D. Quorum

A majority of the Officers and Board of Directors will constitute a quorum for the transaction of business. The act of the majority of the Officers and Board of Directors present at a meeting at which a quorum is present will be the act of the Board of Directors except as otherwise provided for in these by-laws.

E. Powers

The Board of Directors shall exercise all powers of the Corporation not specifically committed by the Articles of Incorporation, the statutes of the State of Florida, or these by-laws to the membership, and may adopt rules and regulations not inconsistent therewith.

ARTICLE IX - MEETINGS OF DIRECTORS

A. A regular meeting of the Board of Directors shall be held at least twice during the winter months (Oct.-Apr.). The President may call a special meeting of the Board of Directors at any time and shall do so upon the written request of any three Officers and/or Directors. The President shall fix the time and place of each meeting.


ARTICLE X - OFFICERS

A. Nomination and Election

1. The Officers of this Corporation shall include a President, First Vice-President, Second Vice-President, Treasurer and Secretary, all of whom shall be elected by the Shareholders at an annual meeting.
2. No member may serve as President for three consecutive years.
3. The person nominated as President shall have served at least one year as member of a prior Board.
4. The Officers shall assume the responsibilities of office at the end of the annual meeting at which they are elected.

B. Duties and Responsibilities
1. The President shall:
a. be the chief executive officer of the Corporation;

b. preside at the annual meeting and special meetings of the members and the regular and special meetings of the Board;

c. actively direct the affairs of the Corporation to the end that its purposes specified in Article II hereof shall be accomplished;

d. investigate charges of misconduct and other activities prejudicial to the best interest of the Corporation, and report such findings to the Board;

e. shall be responsible for making sure that all required tax forms are filed in a timely manner for the Corporation with the State of Florida and/or Internal Revenue Service;

f. may appoint a parliamentarian for the Annual Meeting and any Special Meeting; and

g. perform such other duties as may be directed by resolution of the Board;


2. The First Vice-President shall:

a. have and exercise all the powers, authority and duties of the President during the absence of the President and the First Vice-President or or their inability to perform the duties and responsibilities of their offices;

b. perform such other duties as directed by the President or the Board of Directors.


3. The Second Vice-President shall:

a. have and exercise all the powers, authority and duties of the President during the absence of the President and the First Vice-President or their inability to perform the duties and responsibilities of their offices;

b. perform such other duties as directed by the President or the Board of Directors.

4. The Treasurer shall:
a. have custody of all funds, securities, deeds of property, Articles of Incorporation, by-laws, use permits, insurance papers, tax records, annual reports, and other intangible assets of the Corporation;

b. provide and maintain full and complete records of all the assets and liabilities of the Corporation;

c. prepare and submit at each regular meeting of the Board of Directors a financial statement of the condition of the Corporation as of the last day of the preceding month;

d. prepare such tax reports and information returns as local, state and federal laws require; and

e. serve as chairman of the Finance Committee; and

f. prepare and distribute to each member a projected financial statement prior to the annual meeting.


5. The Secretary shall:
a. prepare and maintain full minutes of all meetings of the Board of Directors;
b .give proper notice of the annual meeting and each special meeting to the Shareholders;

c. maintain the record of Shareholders of the Corporation; and

d. produce and announce all proxies filed prior to any Shareholder meeting.

ARTICLE XI – COMMITTEES

A. Standing Committees
The following standing committee chairs shall be filled from among the Shareholders of the corporation:

1. The Pool Operations Committee:
a. operates the pool facilities;

b. prepares rules for the use of grounds and facilities, exclusive of the tennis courts:

c. determines, subject to Board approval, who may use the grounds and facilities exclusive of the tennis court(s), and under what conditions.

2. The Tennis Operations Committee:
a. operates the tennis courts:
b. prepares rules for the use of the tennis courts;

c. serves as tennis teams’ advocate before the Board; and

d. determines, subject to Board approval, who may use the tennis court(s).

3. The Engineering, Construction and Maintenance Committee;
a. plans for and supervises the construction, technical operation and repair of all Corporation facilities;
b. purchases, maintains and repairs Corporation equipment; and

c. presents construction, repair and maintenance reports to the Board of Directors on a regular basis, as needed.

4. The Membership Committee:

a. maintains an official membership listing of the Corporation including the names of all Shareholders;

b. maintains a waiting list of applicants for purchase of a Certificate of Membership;
c. investigates and reports to the. Board of Directors regarding the desirability of applicants for membership;

d. maintains a list, in chronological order of receipt by the Board of Directors, or Shareholders who have surrendered a Certificate of Membership to the Corporation for sale, for any purpose.

5. The Finance Committee
a. prepares the proposed annual budget, after approval of the annual program, for submission to and approval by the Board;
b. makes recommendations for dues for the ensuing year, and

c. makes recommendations with reference to financial matters of the Corporation.

6. The Legal Committee:
a. interprets the by-laws of the Corporation, such interpretation being binding on the Shareholders;

b. approves all contracts prior to their award;

c. approves all legal actions prior to their execution; and

d. performs all other usual duties of a General Counsel.

7. The Social Committee:

a. prepares a list of proposed social activities for approval by the Board of Directors; and

b. schedules and executes same; and

c. provides the Board with an annual report of the Social Fund account.

B. Ad Hoc Committees
1. The President shall constitute and appoint such other committees as he/she shall deem necessary or expedient for the welfare of the Corporation.
2. The President may convene an Ad Hoc Committee of Past Presidents to meet with the Board of Directors and to provide guidance and counsel.

 

ARTICLE XII - PROPERTY AND FINANCES

A. Facility Extension
Any extension of the facilities shall take place only if it is approved by a majority of the Shareholders present in person or by proxy designated in writing at the annual or a special meeting of the Shareholders.

B. Proposed Budget
All capital and operating expenditures contemplated by the Corporation for the ensuing calendar year shall be included in the proposed annual budget submitted to the Shareholders at the annual meeting. Subsequent to budget approval, the Board of Directors is authorized to expend up to two thousand dollars ($2000.00) for unforeseen, essential requirements, which were not included in the annual budget approved by the Shareholders.

C. Non-Budgetary Expenditures in Excess of Five Hundred Dollars ($500)
Any obligation or expenditure of the corporate assets in excess of five hundred dollars ($500) requires the prior approval of the Board of Directors, except that the President may authorize an emergency expenditure not to exceed one thousand dollars ($1,000.).

D. Real Property

No real property may be acquired, sold, or transferred unless approved by a majority of the Board of Directors present in person or by written proxy at a Board meeting.

 

E. Funds Management

1. All funds of the Corporation shall be deposited in such qualified depository or depositories as the Board of Directors may designate, and shall be so deposited within a reasonable amount of time. However, receipts in the aggregate of one hundred dollars ($100) or less need not be deposited more often than once a week.

2. All disbursements of Corporation funds shall be made by checks signed by the Treasurer, the President or by other Board members specifically authorized. However, the Board may by resolution provide for the establishment and replenishment of a petty cash fund not to exceed fifty dollars ($50) for postage and for defraying expenses of the Corporation in amounts of twenty-five dollars ($25) or less.

3. The funds of the Corporation, except those on deposit as provided in this Article, those utilized in redeeming membership fees as provided in Article IV, or used in acquiring recreational facilities, may be invested only in obligations of, or insured by the United States Government. They may not be loaned to or invested with any officer, director or Shareholder of the Corporation, or with any person, agency or governmental instrumentality.

4. The Board may provide for the establishment and replenishment of a Social Fund Account not to exceed $2,000 from which the Social Chair can pay upfront expenses and reimburse costs associated with social functions. This account can also be used to deposit proceeds from social functions, raffles and other fund-raising activities. Deposits and withdrawals to the Social Fund Account shall be reported at each meeting of the Board of Directors.

F. Annual Audit
The Board of Directors shall cause the books of the Corporation to be audited annually by auditors selected by the Directors. Such auditors shall not be the Directors of the Corporation and the report of the auditors shall be available to the Shareholders at all reasonable times.

ARTICLE XIII - COMPENSATION AND INDEMNIFICATION

A. Officer Compensation
All Officers and Directors of the Corporation shall serve without compensation in such capacities.

B. Director Liability
Each person now or hereafter a director or officer of the Corporation (and his heir, executors, and administrators) shall be indemnified and held harmless by the Corporation against all claims, liabilities, judgments, settlements, costs, and expenses, including all attorneys' fees imposed upon or reasonably incurred by him in connection with or resulting from any action, suit, proceeding or claim to which he is or may be made a party by reason of his being or having been an officer or director of the Corporation at the time such costs or expenses are incurred by or imposed upon him, except in relation to matters as to which he shall have been finally adjudged in such action, suit, or proceeding to be liable for gross negligence or willful misconduct in the performance of his duties as such director or officer, or in the event of settlement. The indemnification shall be made only if the Corporation shall be advised by the Board of the Corporation or by independent counsel to be appointed by the Board, that in its or his opinion such settlement was or is in the best interest of the Corporation. If the determination is to be made by the Board, it may rely as to all questions of law on the advice of independent counsel. Such right of indemnification shall not be deemed exclusive of any right which any officer or director may be entitled under any other by-law, agreement, vote of stockholders or otherwise.

ARTICLE XIV FISCAL YEAR

The fiscal year of the Corporation shall run from 1 January to 31 December (Year).

ARTICLE XV – RULES AND PROCEDURE AND ORDER OF BUSINESS

A. Conduct of Corporation Meetings
Except as otherwise provided in these by-laws, the meeting of the Corporation shall be conducted in accordance with Robert’s Rules of Order and whatever other rules the Board may adopt.
B. Order of Business
The order of business at regular meetings of the Board of Directors and of the Shareholders shall be:
1. Call to order,
2. Approval of minutes of previous meeting,
3. Presentation of agenda,
4. Reports of officers,
5. Standing committee reports,
6. Special committee reports,
7. Unfinished business,
8. New business,
9. Summary, and
10. Adjournment.

ARTICLE XVI - GENERAL

A. All powers, authority, duties and functions of the members, directors, officers and employees of the Corporation shall be exercised in strict conformity with applicable provisions of law and regulation, and of the Charter and by-laws of the Corporation.
B. Safekeeping Important Records
Copies of the organization papers of the Corporation, its by-laws, and the membership books of the Corporation, shall be preserved in a place of safekeeping. Returns of elections and proceedings of all meetings of the directors and Shareholders shall be recorded in the minute book. The minutes of all meetings shall be signed by the President and Secretary, or by those persons acting in their place.

ARTICLE XVII- AMENDMENTS

A. Amendments to these by-laws may be proposed by a Shareholder in good standing at an annual or special meeting. The proposing Shareholder shall notify the Secretary of the Corporation in writing in sufficient time for the amendment to the by-laws to be included in the notice of such meeting as provided in Article V. Amendments to the by-laws offered to the Shareholders must be approved by two-thirds of the Shareholders present or represented by written proxies.

 

OLD BY-LAWS BELOW

As of February 26, 1999
together with Subsequent Amendment Additions and Deletions

 

CLUB DUCK KEY, INC.

By-Laws

ARTICLE I - NAME

The name of the corporation is CLUB DUCK KEY, INC., incorporated under the Florida Non-Stock Corporation Act and referred to within these by-laws as the "Corporation".

ARTICLE II - PURPOSE

A.   General

The Corporation is formed to encourage and promote the health and civic, social, and general welfare of its members, and to construct, operate, and maintain for its member's park and recreational facilities, including a swimming pool and related facilities.

B.   Financial

The Corporation is a nonprofit organization. No pecuniary profit shall inure to the benefit of its directors, officers or members. To this end, the Corporation may not issue stock nor declare nor distribute any dividend. No part of the net income of the Corporation shall inure to the benefit of any director, officer or member of the Corporation. Further, any balance of money or assets remaining after full payment of all obligations of any kind of the Corporation shall be devoted solely to the purposes enumerated in paragraph A of this Article.

ARTICLE III - DEFINITIONS

Board : The duly elected Officers and Board of Directors of the Corporation.

Shareholder : An individual or individuals holding a Share (Certificate of Membership) either solely or jointly.

Share: (Certificate of Membership) indicia of legal ownership of a Share in the Corporation when signed by the President of the Corporation and the Secretary.

Joint Membership : A Share issued in the name of a husband and wife living in the same household. At no time can two households claim ownership of a Share.

Sole Membership: A Share issued in the name of one person.

Special Membership: A class of membership of the Corporation as determined by these by-laws.

Vacant Membership: A Share owned by the Corporation.

Membership Fee: A fee payable by each prospective Shareholder prior to issuance of a Certificate of Membership as determined by the current market value of a Share in the Corporation.

Dues: An assessment determined annually by the Board, approved by the Shareholders, and assessed according to these by-laws to Shareholders.

Household Guest: A person residing temporarily in the household of a Member.

Administrative Fee:  A fee due at the time of sale of a Certificate of Membership.

In Good Standing: A condition enjoyed by a Member who has paid all dues and special payments, as required, by the due date, or who has paid all dues, special payments, as required, and a penalty fee, as required.

Notice of Delinquency:   A notice sent to a Member by the Secretary stating that dues and/or other monies owed to the Corporation have not been paid.

Suspended Member : A member who has not paid dues and/or other monies owed the Corporation within (30) days of mailing of the notice of delinquency.

 

ARTICLE IV - MEMBERSHIP

 

A.   Classes of Members


1.   Shareholder

2.   Special Member

The name of each Member, together with the name of each Special Member, shall be listed in the official membership listing of the Corporation maintained by the Membership Chairman for identification, collection of annual dues and special payments, and the issuance of annual membership passes, among other things. Special Members will not pay annual dues and/or special payments.

3. Non - Voting Member (Non-Voting Class of Membership By-law Article IV - Membership A3 with rules 1 through 10 added as an amendment)

There shall be a non-voting class of membership open to persons that do not qualify for membership as described in Article IV - Membership, Section B1 Application of Membership. There will be a maximum of 25 such members.

The following rules govern the non-voting members:

1. Non-voting membership will be open to those individuals and/or families that are otherwise unable to become full voting members: i.e. they do not own a home! property or rent long term on one of the four residential islands, as stated in the club By-Laws.

2. The total number of non/voting members will be limited to 25.

3. They will count as part of the overall membership, which has a set limit of 125.

4. As total membership reaches 125, additional full voting membership will be permitted at the expense of a non/voting member on a last in first out basis.

5. All non/voting members will be reviewed yearly by the membership committee for renewal.

6. Non/voting will not be permitted to bring any guest other than immediate family members.

7. These members will not be permitted to hold any elected offices. They will be eligible to serve on Club committees.

8. Dues for non/voting members is set at full membership dues plus 20 %.

9. Applications for non/voting membership must be endorsed by 2 full members.

10. Applications must be accompanied by a nonrefundable check $300.00.


B.   Application of Membership

1.   Membership in the Corporation will be limited to property owners and those renters who have established residence for more than one year on one of the residential islands of Center Island, Harbour Island, Plantation Island or Yacht Club Island.

(By-law stipulation that Club Duck Key members must also be members of the Duck Key Property Owners' Association deleted by vote of membership at annual Shareholders' meeting on December 3, 2002)

Membership shall not be denied to any adult on the basis of race, sex, age, nationality or ethnic origin, political beliefs, marital status or handicapping conditions. (This amendment was passed at the annual Shareholders' meeting on Jan. 6, 2000.)


2.   Each applicant for purchase of a Certification of Membership shall submit, on a form furnished by the Board of Directors, a signed application on which the applicant shall agree to pay the membership fee, dues and any special payments established by the Board. The dues and special payments may be pro-rated, if applicable. Each applicant must be approved for Membership by the Board of Directors.


C.   Purchase of Membership

All Certificates of Membership are purchased from the Corporation and may be purchased solely or jointly. No Certificate of Membership is severable nor may it be held or the benefits enjoyed by an entity other than the entity to whom the Certificate of Membership is sold, except that a joint membership is considered to have been purchased with a right of survivorship. Further, a joint membership whose property rights are in common following dissolution or any other decree that shall have the effect of terminating a marriage or joint ownership may be convened to a sole membership in the name of one of the former spouses and/or owners. It shall be the sole responsibility of the member to advise the Corporation in writing of a change on status of the membership. If the Corporation, without prior written notice, acts in good faith in accepting dues, assessments, and/or other payments from a member, such action shall be without recourse against the Corporation. Further, notice of payment to a member of the joint membership by the Corporation, without prior written notice to the Corporation of a change in status of the membership, shall be considered notice and payment to the joint membership and satisfaction of the Corporation's obligation to both parties to the joint membership.

D.   Rights and Responsibilities of a Shareholder

1.   A Shareholder shall pay to the Corporation, on or before the due date, all dues and special payments determined and assessed by the Board of Directors and approved by the Shareholders. If payment is hand delivered or postmarked after the due date, a penalty fee shall be assessed. No Shareholder shall be permitted access to the park and recreational facilities provided by the Corporation until such dues, special payments and applicable penalty fees are received by the Corporation, except as authorized by the Board of Directors. Annual dues and special payments are payable by each Shareholder until such time as their Certificate of Membership is sold.

2.   A Shareholder may surrender to the Board of Directors the Certificate of Membership together with a request signed by the Shareholder that the Corporation offers the Certificate of Membership for sale to an applicant for purchase of a Certificate of Membership. If a Shareholder secures a willing purchaser for said unsold Certificate of Membership, that sale may be processed according to paragraph E.3. of this Article.

3.   All Shareholders in good standing shall be entitled to use the swimming pool and all park and recreational facilities provided by the Corporation subject to such reasonable restrictions and regulations promulgated by the Board of Directors.

4.   All Shareholders are responsible for keeping the Secretary and/or Membership Chairman informed of their current mailing address.
5.   A former Shareholder wishing to rejoin the Corporation, exclusive of provisions of paragraph E.9 and E. 10 of this Article, shall be given the opportunity to purchase the next available Certification of Membership.

E.   Duties of the Board of Directors with Respect to Membership

1.   The Board of Directors will ensure the annual issuance of pool passes to each Shareholder and Special Member. A maximum of two (2) membership passes may be issued to a Member.

2.   The Board of Directors shall determine annually, with the approval of the Shareholders, the dues and any special payments to be assessed to the Shareholders of the Corporation. The Board of Directors shall then notify each Shareholder of the dues and special payments assessed to the Shareholders. Notification of dues and special payments assessed shall be made by first-class mailing.

3.   The Board of Directors or its designee shall, within a reasonable time after receiving a completed application for purchase of a Certificate of Membership, render a decision and advise the applicant. If the Board of Directors approves an application, and payment of the membership fee, the Corporation receives dues and special payments under paragraph B of this Article; the President shall cause a Certificate of Membership to be delivered to the Shareholder. Tithe Board of Directors fails to approve an application for purchase of a Certificate of Membership, any payment received from the applicant by the Corporation shall be returned to the applicant.

4.   The Board of Directors, under paragraph E.3 of this Article, shall issue the Certificate of Membership to the Shareholder.

5.   The Board of Directors, within a reasonable time, shall consider each signed application of a Shareholder for conversion of membership. The Board of Directors may not approve any application for conversion of membership unless the Shareholder is in good standing.

6.   The Board of Directors shall suspend any Shareholder failing to pay annual dues and, as applicable, all other monies owed the Corporation within thirty (30) days after notice of delinquency has been deposited with the Li. S. Postal Service and sent by registered or certified mail or any other type of mail service to provide a return receipt, to the address appearing on the records of the Corporation. Any Member thus suspended shall be notified promptly in writing by the Secretary of the Corporation of such suspension. If dues and all other monies owed the Corporation are not paid within fifteen (15) days after the sending of such notice, that person shall cease to be a Member of the Corporation.

7.   The Board of Directors may, at its discretion and by the affirmative vote of fifty-one per cent (51%) of its seven (7) members, after the Shareholder has had an opportunity to appear before and be heard by the Board of Directors, cancel the Certificate of Membership of a Shareholder and privileges whose actions are determined to be detrimental to the interest of the Corporation. Such disenfranchised Shareholder whose privileges have been canceled may be reinstated upon written appeal, filed with the Secretary of the Corporation within thirty (30) days of notification, if approved by a majority of the Board of Directors eligible to vote, in person or by proxy.

F. Complement of the Membership of the Corporation

I.   The Corporation shall be limited to two hundred (200) Shareholders.

2.   When the total number of Shareholders is at the allowable maximum, the names of applicants for purchase of a Share shall be placed on a waiting list in chronological order of the Board of Director's receipt of the application.

 ARTICLE V - MEETINGS

A.   Annual Meeting

An annual meeting of members shall be held in the winter of each year, at a time and place of the Board of Director's designation.

B.   Special Meeting

Special meetings may be called at any time by the President or Board of Directors. Special meetings shall be called by the Secretary upon the written request of not fewer than twenty (20) percent of the total number of the membership in good standing.

C.   Notice of Meeting

Written notice stating the place, day and hour of the annual meeting, and in the case of a special meeting, the purpose or purposes for which the meeting is called, shall be delivered not less than ten (10) nor more than thirty (30) days before the date of the meeting, either personally or by mail to each member entitled to vote at such a meeting. In the case of the annual meeting, such notice shall also include a proposed budget and detailed agenda. If mailed, such notice shall be deemed to be delivered when deposited in the United States mail, with first-class postage affixed, addressed to the Member at the address as it appears on the records of the Corporation.

ARTICLE VI - VOTING

A.   Eligibility

1.   Each Shareholder in good standing shall be entitled to one (I) vote on all matters presented to the Shareholders for vote at an annual and any special meeting, as may be called.

2.   The Share of a Shareholder eligible to vote may be voted in person or by proxy executed in writing by the Shareholder No proxy shall be valid after eleven (11) months from its date unless otherwise provided in the proxy and no proxy may be exercised unless it is filed with the Secretary of the Corporation prior to the meeting at which it is voted; however, a spouse of a Shareholder, in the ease of sole ownership, may vote in person if the Shareholder is not present at an annual or any special meeting.

3.   Members holding fifty-one (51) percent of the votes entitled to be cast,appearing in person or represented by proxy, shall constitute a quorum. The vote of a majority of the votes entitled to be cast by the members present or represented by proxy at a meeting at which a quorum is present shall be necessary for the adoption of any matter voted upon by the members except as stated in these by-laws.

4. Employees of the Club may not under any circumstances solicit any proxy vote. Policy development is the responsibility of the Club membership and its Board of Directors. No member, his/her spouse, his flier children (or their spouses), grandchildren, parents or members of his flier household will be eligible for employment by the Club, except in instances where Management is unable to fill a particular job with a qualified person falling outside the foregoing categories, in which case, the Board of Directors approval will be necessary before any such person may be employed. During the period of employment any such member may not solicit any proxy votes nor will he/she be able to vote on any policy mailer with the general membership until such time as his/ her employment is terminated. (This Article VI - #4 added as an amendment )

ARTICLE VII- NOMINATIONS

A.   Nominating Committee

1.   The Board of Directors shall appoint, by 15 November of each year, a nominating committee consisting of five (5) members, to nominate candidates for election as Officers and Board of Directors. The members of the committee shall elect the chairman of the committee. The committee shall provide at least one candidate for each Board of Director office to be voted upon by the membership at the annual meeting. The nominations shall be decided upon by a majority of the entire committee,and a report thereon signed by the chairman shall be filed with the Secretary not less than twenty (20) days before the annual meeting at which directors are to he elected.

2.   Nominations may also be made by members of the Corporation from the floor at the annual meeting.

ARTICLE VIII - THE BOARD OF DIRECTORS


A.   Purpose

The affairs of the Corporation shall be managed by a Board of Directors selected from Shareholders of the Corporation in good standing.

B.   Composition and Term

The Board of Directors shall consist of seven (7) persons elected at the annual meeting.

C.   Vacancies and Removal

Any vacancies which occur on the Board prior to the expiration of the first year of an Officers or Director's term of office shall be filled for the balance of such term at the next annual meeting. Vacancies may be filled until the annual meeting by majority action of the Board of Directors at any regular or special meeting of the Board of Directors.

D.   Quorum

A majority of the Officers and Board of Directors will constitute a quorum for the transaction of business. The act of the majority of the Officers and Board of Directors present at a meeting at which a quorum is present will be the act of the Board of Directors except as otherwise provided for in these by-laws.


E.   Powers

The Board of Directors shall exercise all powers of the Corporation not specifically committed by the Articles of Incorporation, the statues of the State of Florida, or these by-laws to the membership, and may adopt rules and regulations not inconsistent therewith.

 

ARTICLE IX - MEETINGS OF DIRECTORS

A regular meeting of the Board of Directors shall be held at least twice during the winter months (Oct.-Apr.). The President may call a special meeting of the Board of Directors at any time and shall do so upon the written request of any 3 Officers and/or Directors. The President shall fix the time and place of each meeting.

 

ARTICLE X - OFFICERS

A.   Nomination and Election

I.   The Officers of this Corporation shall include a President, First Vice-President, Second Vice-President, Treasurer and Secretary, all of whom shall be elected by the Shareholders at an annual meeting.

2.   No member may serve as President for three consecutive years.

3.   The person nominated as President shall have served at least one year as a member of a prior Board.

4.   The Officers shall assume the responsibilities of office at the end of the annual meeting at which they are elected.

B.   Duties and Responsibilities

 1. The President shall:

a.   be the chief executive officer of the Corporation;

b.   preside at the annual meeting and special meetings of the members and the regular and special meeting of the Board;

c.   actively direct the affairs of the Corporation to the end that its purposes specified in Article II hereof shall be accomplished;

d.   investigate charges of misconduct and other activities prejudicial to the best interest of the Corporation, and report such findings to the Board;

e.   perform such other duties as may be directed by resolution of the Board; and

f.    shall be responsible for making sure that all required tax forms are filed in a timely manner for the Corporation with the State of Florida and/or Internal Revenue Service.

2.   The First Vice-President shall:

a.   have and exercise all the powers, authority and duties of the President during the President's absence or his inability to perform the duties and responsibilities of their offices;

b.   perform such other duties as directed by the President or the Board of Directors.

3.   The Second Vice-President shall:

a.   have and exercise all the powers, authority and duties of the President during the absence of the President and the First Vice-President or their inability to perform the duties and responsibilities of their offices;

b.   perform such other duties as directed by the President or the Board of Directors.

4.   The Treasurer shall:

a.   have custody of all funds, securities, deeds of property, Articles of Incorporation, by-laws, use permits, insurance papers, tax records,annual reports, and other intangible assets of the Corporation;

b.   provide and maintain full and complete records of all the assets and liabilities of the Corporation;

c.   prepare and submit at each regular meeting of the Board of Directors a financial statement of the condition of the Corporation as of the last day of the preceding month;

d.   prepare such tax reports and information returns as local, state and federal laws require; and,

e.   serve as chairman of the Finance Committee.

 

5.   The Secretary shall:

a.   prepare and maintain full minutes of all meetings of the Board of Directors:

b.   give proper notice of the annual meeting and each special meeting to the Shareholders;

c.   maintain the record of Shareholders of the Corporation; and,

d.   produce and announce all proxies filed prior to any Shareholder meeting.

ARTICLE XI COMMITTEES

A.   Standing Committees

The following standing committee chairs shall be filled from among the Shareholders of the corporation:

1. The Pool Operations Committee:

a.   operates the pool facilities;

b.   prepares rules for the use of grounds and facilities, exclusive of the  tennis courts:

c.   determines, subject to Board approval, who may use the grounds  and facilities exclusive of the tennis court(s), and under what  conditions.


2.   The Tennis Operations Committee:

a.   operates the tennis courts:

b.   prepares rules for the use of the tennis courts;   

c.   serves as tennis teams' advocate before the Board; and

d.   determines, subject to Board approval, who may use the tennis court(s).

3.   The Engineering. Construction and Maintenance Committee:

a.   plans for and supervises the construction, technical operation and repair of all Corporation facilities;

b.   purchases, maintains and repairs Corporation equipment; and,

c.   presents the construction and repair plan to the Shareholders at the annual meeting.

4.   The Membership Committee:

a.   maintains an official membership listing of the Corporation including the names of all Shareholders;

b.   maintains a waiting list of applicants for purchase of a Certificate of Membership;

c.   investigates and reports to the Board of Directors regarding the desirability of applicants for membership;

d.   maintains a list, in chronological order of receipt by the Board of Directors, or Shareholders who have surrendered a Certificate of Membership to the Corporation for sale, for any purpose.

5.   The Finance Committee:

a.   prepares the proposed annual budget, after approval of the annual program, for submission to and approval by the Board;

b.   makes recommendations for dues for the ensuing year, and,

c.   makes recommendations with reference to financial matters of the Corporation.

6.   The Legal Committee:

a.   interprets the by-laws of the Corporation, such interpretation being binding on the Shareholders:

b.   approves all contracts prior to their award:

c.   approves all legal actions prior to their execution; and,

d.   performs all other usual duties of a General Counsel.

7.   The Social Committee:

a.   prepares a list of proposed social activities for approval by the Board of Directors; and,

b.   schedules and executes same.

B.   Ad Hoc Committees

The President shall constitute and appoint such other committees, as he/she shall deem necessary or expedient for the welfare of the Corporation.

 

ARTICLE XII - PROPERTY AND FINANCES

A.   Facility Extension

Any extension of the facilities described in Article Il A shall take place only if it is approved by a majority of the Shareholders present in person or by proxy designated in writing at the annual or a special meeting of the Shareholders.

B.   Proposed Budget

All capital and operating expenditures contemplated by the Corporation for the ensuing calendar year shall be included in the proposed annual budget submitted to the Shareholders at the annual meeting. Subsequent to budget approval, the Board of Directors is authorized to expend up to two thousand dollars ($2000.00) for unforeseen, essential requirements, which were not included in the annual budget approved by the Shareholders.

C.   Non-Budgetary Expenditures in Excess of Five Hundred Dollars ($500)

Any obligation or expenditure of the corporate assets in excess of five hundred dollars ($500) requires the prior approval of the Board of Directors, except that the President may authorize an emergency expenditure not to exceed one thousand dollars ($1,000.).

D.   Real Property

No real property may be acquired, sold, or transferred unless approved by a majority of the Board of Directors present in person or by written proxy at a Board meeting.

E.   Funds Management

1.   All funds of the Corporation shall be deposited in such qualified depository or depositories as the Board of Directors may designate, and shall be so deposited within a reasonable amount of time. However, receipts in the aggregate of one hundred dollars ($100) or less need not be deposited more often than once a week.

2.   All disbursements of Corporation funds shall be made by checks signed by the Treasurer and President or by other Board members specifically authorized. However, the Board may by resolution provide for the establishment and replenishment of a petty cash fund not to exceed fifty dollars ($50) for postage and for defraying expenses of the Corporation in amounts of twenty-five dollars ($25) or less.

3.   The funds of the Corporation, except those on deposit as provided in this Article, those utilized in redeeming membership fees as provided in Article IV, or used in acquiring recreational facilities, may be invested only in obligations of, or insured by the United States Government. They may not be loaned to or invested with any officer, director or Shareholder of the Corporation, or with any person, agency or governmental instrumentality.

F.   Annual Audit

The Board of Directors shall cause the books of the Corporation to be audited annually by auditors selected by the Directors. Such auditors shall not be the Directors of the Corporation and the report of the auditors shall be available to the Shareholders at all reasonable times.

ARTICLE XIII - COMPENSATION AND INDEMNIFICATION


A.   Officer Compensation

All Officers and Directors of the Corporation shall serve without compensation in such capacities.

B.   Director Liability


Each person now or hereafter a director or officer of the Corporation (and his heir, executors, and administrators) shall be indemnified and held harmless by the Corporation against all claims, liabilities, judgments, settlements, costs, and expenses, including all attorneys' fees imposed upon or reasonably incurred by him in connection with or resulting from any action, suit, proceeding or claim to which he is or may be made a party by reason of his being or having been an officer or director of the Corporation at the time such costs or expenses are incurred by or imposed upon him, except in relation to matters as to which he shall have been finally adjudged in such action, suit, or proceeding to be liable for gross negligence or willful misconduct in the performance of his duties as such director or officer or in the event of settlement. The indemnification shall be made only if the Corporation shall be advised by the Board of the Corporation or by independent counsel to be appointed by the Board, that in its or his opinion such settlement was or is in the best interest of the Corporation. If the determination is to be made by the Board, it may rely as to all questions of law on the advice of independent counsel. Such right of indemnification shall not be deemed exclusive of any right which any officer or director may be entitled under any other by-law, agreement, vote of stockholders or otherwise.

ARTICLE XIV FISCAL YEAR

The fiscal year of the Corporation shall run from 1 January to 31 December (Year).

 

ARTICLE XV - RULES AND PROCEDURE AND ORDER OF BUSINESS

 

A.   Conduct of Corporation Meetings

Except as otherwise provided in these by-laws, the meeting of the Corporation shall be conducted in accordance with Robert's Rules of Order and whatever other rules the Board may adopt.

B.   Order of Business

The order of business at regular meetings of the Board of Directors and of the Shareholders shall be:

1.   call to order,

2.   approval of minutes of previous meeting,

3.   presentation of agenda, 

4.   reports of officers,

5.   standing committee reports,

6.   special committee reports, 

7.   unfinished business,

8.   new business,  

9.   summary, and

10.  adjournment.

 

ARTICLE XVI- GENERAL

 

A.   All powers, authority, duties and functions of the members, directors, officers and employees of the Corporation shall be exercised in strict conformity with applicable provisions of law and regulation, and of the Charter and by-laws of the Corporation.

 

B.   Safekeeping Important Records

Copies of the organization papers of the Corporation, its by-laws, and the membership books of the Corporation, shall be preserved in a place of safekeeping. Returns of elections and proceedings of all meetings of the directors and Shareholders shall be recorded in the minute book. The minutes of all meetings shall be signed by the President and Secretary, or by those persons acting in their place.

 

ARTICLE XVII- AMENDMENTS

 

 

A. Amendments to these by-laws may be proposed by a Shareholder in good standing at an annual or special meeting. The proposing Shareholder shall notify the Secretary of the Corporation in writing in sufficient time for the amendment to the by-laws to be included in the notice of such meeting as provided in Article V. Amendments to the by-laws offered to the Shareholders must be approved by two-thirds of the Shareholders present or represented by written proxies.

B. During the first year of operation, a simply majority shall be required to amend these by-laws.

 

These by-laws were approved by the membership at a special meeting and ratified by the Board of Directors at the ____________, meeting. This document, as set forth, applies to the membership until amended or superseded. All other existing CDK by-laws are hereby null and void.

 

Drafted: ______________

President___________________

Attest:

 

(Seal)

 

Secretary ___________________

 

 

 

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