Bylaws

NORTHWOOD CIRCLE NEIGHBORHOOD ASSOCIATION BYLAWS

( N C N A )

The name shall be The Northwood Circle Neighborhood Association ("Association"), which is located in the City of Winter Park, Florida. The neighborhood shall be geographically defined as shown in Attachment 'A'.

Article II - PURPOSE

The purpose shall be to provide a vehicle for addressing the concerns of the members of the Association. The areas of concern include, but are not limited to schools, safety, traffic, zoning, assessments, recreation, open space, environment, historical preservation and neighborhood impacts. The Association shall serve as a base for communication within the community.

Article III - MEMBERSHIP

Section 1. Eligibility

Any person who subscribes to and supports the purposes of the Association shall be eligible for membership.

Section 2. Voting

Only members in good standing and a resident or residential property owner with the defined boundaries of the Association shall have voting privileges.

Section 3. Dues

Dues to the Association shall be established by the Board of Directors and payable upon joining the Association. Dues shall be for a period of 12 months. Any member who is in arrears in payment of dues after 30 days shall be notified by the Treasurer. If payment is not received within 30 days, membership in the Association will be terminated.

Section 4. Association Meeting

A. The Association shall meet at least two (2) times a year of which one meeting shall be held during the month of January for the election of Officers and Directors.

B. Special meeting may be called by the order of the Board of Directors or the President. Seven (7) days notice shall be given for such meetings.

C. The quorum for the Association meetings shall be ten (10) percent of the membership in attendance.

Article IV - BOARD OF DIRECTORS

Section 1. Composition

The Board of Directors (“Board”) shall consist of the four (4) Officers of the Association and the seven (7) Directors.

Section 2. Eligibility

Related members of the members of the same household may not be elected or appointed to serve as officers and/or directors at the same time. Directors must be members in good standing when elected or appointed and must remain throughout their term.

Section 3. Powers and Duties

The Board of Directors shall:

A. Be responsible for the conduct and management of the Association.

B. Appoint ad hoc committees as needed.

C. Budget and approve all expenditures.

Section 4. Meetings

A. The Board shall meet at least nine (9) times annually at times designated by the Board. The President may call special meetings at any time, and shall call a special meeting upon written request of three (3) Board members. In any case, three (3) days notice shall be given.

B. A quorum shall consist of six (6) members of the Board and except as otherwise provided by these Bylaws, a majority vote of those present shall govern.

C. The Board reserves the right to suspend from office any Board member for just cause upon written notification.

D. A two-thirds (2/3) majority vote of suspension by Board members is necessary for removal.

Section 5. Limitations

No board member shall act as an agent of the Association for any reason without authorization of the Board.

Article V - OFFICERS

Section 1. Composition

The Officers of the Association will consist of a President, Vice President, Secretary, and Treasurer, all of whom will be member of the Board

Section 2. Terms of Office

All Officers shall be elected for a term of one (1) year by the general membership at the January meeting. No Officer may hold the same position for more than two consecutive terms.

Section 3. Vacancies

A. Vacancies in all offices, except that of President, shall be filled by appointment by the Board for the remaining term of the office.

B. The Vice President will assume the office of the Presidency when a vacancy occurs. If the Vice President is unable to assume the office of the President, then the vacancy shall be filled by appointment by the Board. Appointed positions are to be filled for the remainder of the term of office.

Section 4. Duties

A. President: The president shall coordinate all Association activities, preside at meetings of the Association and the Board, and shall have the general powers of supervision and management of the Association as pertain to the office and such duties as may be designated by the Board. With the exception of the Nominating Committee, the President shall be an ex officio member of all other committees and shall be notified of all meetings.

B. Vice President: The Vice President shall assume the duties of the President in that officer's absence and be responsible for overseeing and coordinating at committees of the Association. Other duties shall be performed as designated by the President of the Board.

C. Secretary: The Secretary shall keep minutes of the Association and Board meetings, shall be responsible for notifying Association members of Association meetings and Board members of Board meetings, and have the responsibility of Association correspondence at the direction of the President.

D. Treasurer: The Treasurer shall be custodian of the Association funds, supervise the handling of funds of any enterprise of the Association and shall be responsible for maintaining up-to-date records of the membership. The Treasurer shall assure the keeping of proper financial records, report regularly to the membership and the Board, and pay requests as directed by the Board. All checks must be signed by any two of the following officers: President, Vice President, and Treasurer.

Article VI - DIRECTORS

Section 1. Composition

There shall be seven (7) Directors elected at the annual meeting of the Association.

Section 2. Terms of Office

The Directors shall be elected for a term of two (2) years.

Section 3. Vacancies

A vacancy in the position of Director shall be filled by appointment of the Board for the remaining term of office. At the discretion of the Board, Director vacancies may also be filled by election at the annual meeting.

Article VII - NOMINATIONS & ELECTIONS

Section 1. Nominations

Nominations will be accepted from the floor provided that consent of the nominee has been obtained. Each nominee must be a member in good standing and must be a resident or residential property owner within the neighborhood. Only those members who have been in good standing for at least one (1) year will be eligible for nomination as an officer.

Section 2. Elections

The election of Officers and Directors shall be accomplished at the January meeting of the Association. Those nominees running for officer positions receiving the largest number of votes for each officer shall be declared elected. Members may cast one vote for each Director vacancy. Those nominees receiving the largest number of votes shall be declared elected until all vacancies are filled. Voting shall be conducted in a single round of balloting, or in the case of but one nominee for a position, that position may be elected by voice vote. In the case that a Director after serving only one year, successfully runs for an officer position, thereby creating an additional Director vacancy, this vacancy will be filled by accepting the nominee to Director with the next largest number of votes. If there are not enough nominees to fill this position, the newly elected Board may fill this position by appointment. If a Director unsuccessfully runs for an officer position, the Director will retain the position as Director on the Board for the remainder of their term.

Article VIII- FINANCE

Section 1. Fiscal Year

The Fiscal Year of the Association shall be from February 1 to January 31.

Section 2. Dissolution

The property of the organization is irrevocably dedicated to social welfare purposes and no part of the net income or assets of this organization shall ever inure to the benefit of any Director, Officer, or member thereof, or to the benefit of any private persons. Upon the dissolution or winding-up of the organization, its assets remaining after payment, or provision for payment, of all debts and liabilities of this organization shall be distributed to a non-profit fund, foundation or corporation which is organized and operated exclusively for social welfare purposes and which has established its tax-exempt status under Section 501@(4) of the Internal Revenue Code.

Article IX - PARLIAMENTARY PROCEDURE

Section 1. Amendments

Proposed Amendments to the Bylaws will be submitted in writing to the Board. The Board shall review and revise the Bylaws as deemed appropriate and will present the proposed amendments to the Association Membership.

Section 2. Association

Those Bylaws may be amended at an Association meeting with a two-thirds (2/3) vote of the members present, voting, and in good standing, provided that notice of the proposed amendment(s) has been given in the notice of the meeting.

Article X – NEWSLETTER

Section 1. Editor

The Directors shall appoint one or more of their members to oversee the production of the newsletter and the distribution of the newsletter.

Article XI - ROSTER

The roster listing the membership is the private property of the Association. No member shall give or sell this roster to any party outside of the Association.

NORTHWOOD

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