HARBOR
LIGHTS ASSOCIATION, INC.
33708
BY-LAWS
The principal office of the
corporation shall be established and maintained at 9191 Bay
city of
places within or without
the State of
The purpose for which this corporation has been organized
is as follows:
The purpose for which this corporation is organized are
exclusively for pleasure, recreation and other non
profitable purposes within the meaning of Section
501© of the Internal Revenue Code of 1986 or the
corresponding provision of any future
This corporation is further organized for the purpose of
exercising the rights of a mobile home owner’s
association in compliance with
(a) To negotiate for, acquire and operate the
as Harbor Lights Mobile Home
Club, should the park be offered for sale.
(b) Upon acquisition of the mobile
home park property to convert it to a condominium, a cooperative, a
(c) subdivision form of ownership or
such other type of ownership as approved by the members.
1. QUALIFICATIONS FOR MEMBERSHIP
Only persons who have an
ownership interest in one mobile home located in the mobile home park known as
Harbor Lights Mobile Home Club
located at 9191 Bay
this corporation.
All owners of any one mobile
home located in the park are considered as one member and as such shall act or
vote jointly on any actions or
vote allowed members. Only paid up dues members will be allowed to vote.
MEMBERSHIP
MEETINGS
The annual membership meeting of the corporation shall
be held on the third Wednesday in January of each
year after Social Club Meeting at which time election of
the board members will take place, except that if such
day be a legal holiday then in that event the directors
shall fix a day not more than two (2) weeks from the date
fixed by these laws.
The secretary shall notify every member in good standing
at his/her address as it appears on the membership
roll book of the corporation a notice stating the date,
time and place of the annual meeting as provided by law.
Regular meetings of the corporation shall be held on the
call of the directors and notice thereof given as
provided by law.
The presence at any membership meeting of not less than
15% of the members shall constitute a quorum and
shall be necessary to conduct the business of the
corporation; however, a lesser number may adjourn the
meeting for a period of not more than four weeks from
the date scheduled by the by-laws and the secretary shall
notify all members of the re-scheduled date of the
meeting. A quorum as herein before
set forth shall be
required at any adjourned meeting.
A membership roll showing the list of members as the
record date, certified by the secretary of the corporation,
shall be produced at any meeting of members upon the
request of any member who has given written notice to
the corporation. Such request will be made at least (10)
days prior to such a meeting. All persons appearing at
such membership roll shall be entitled to vote at the
meeting as permitted by these by-laws.
3. SPECIAL MEETINGS
The directors may call special meetings of the
corporation. The secretary shall cause to be notified of such
meeting all members at their addresses as they appear in
the membership roll book at least (10) days but not
more than (50) days before the scheduled date of such
meeting. Such notice shall state the date, time, place and
purpose of the meeting and by whom called.
No other business but that specified in the notice may
be transacted at such special meeting without the
unanimous consent of all present at such meeting.
4.
Meeting with Management:
The meeting with management will be held in
the middle of November, date as agreed with management. The
president will appoint four (4) directors to accompany
him to the meeting.
FIXING THE RECORD DATE
For the purpose of determining
the members entitled to notice of or to vote at any meeting of members or any
adjournment thereof, or to
express consent to dissent from any proposal without a meeting, or for the
purpose
of determining the members
entitled to receive any distribution or any allotment of any rights, or for the
purpose of any other action,
the Board of Directors shall fix in advance, a date as the record date for any
such
determination of members. Such
date shall not be more than fifty (50) nor less than (10) days before any such
meeting, or more than fifty
(50) days prior to any other action.
6. ACTION BY MEMBERS WITHOUTA MEETING
Whenever members are required
or permitted to take any action by vote, such election may be taken without a
meeting by written consent,
setting forth the action to be taken, signed by all the members entitled to
vote
thereon.
7. PROXIES
Every member entitled to vote at a meeting of members or
to express consent or dissent without a meeting may
authorize another person or persons to act for the
member by proxy.
The member or his attorney-in-fact must sign every
proxy. No proxy shall be valid longer than (120) days after
the date of the first meeting for which it was given.
Every proxy shall be revocable at the pleasure of the
member executing it, except, as otherwise provided by
law.
8. ORDER OF BUSINESS
The order of business at all meetings shall be as
follows:
1. Roll Call
2. Reading of the
minutes of the preceding meeting
3. Reports of committees
4. Reports of officers
5. Old and unfinished
business
6. New business
7. Good and welfare
8. Adjournments
9. MEMBERSHIP DUES
Each member shall pay annual dues when necessary as set
forth by the Board of Directors not to exceed $20.00
per year. The members shall approve dues in excess of
that amount. All expenses of the corporation shall be
shared equally by the members.
1. MANAGEMENT OF THE CORPORATION
The Board of Directors, which shall consist of not less
than nine (9) directors, shall manage the corporation.
Each director shall be at least 55 years of age.
2. ELECTION AND TERM OF
DIRECTORS
At each annual meeting of members the membership shall
elect directors to hold office until the next annual
meeting. Each director shall hold office until the next
expiration of the two (2) year term for which elected and,
or until a successor has been elected and shall have
qualified, or until prior resignation or removal. Also,
Corporate Board members should be elected on an
overlapping basis four (4) in one year and five (5) in the next
year. For
example in January 2001 five (5) members will be elected for two years and in
January 2002 four (4)
members will be elected for two years. Board membership comprises nine (9)
members.
3. NEWLY CREATED
DIRECTORSHIPS AND VACANCIES
Newly created directorships resulting from an increase
in the number of directors and vacancies occurring in
the Board of Directors for any reason except the removal
of directors without cause may be filled by a vote of a
majority of the directors then in office, although less
than a quorum exists, unless otherwise provided in the
articles of incorporation. Vacancies occurring by reason of the
removal of directors without cause shall be filled
by a vote of the members. A director elected to fill a
vacancy caused by resignation; death or removal shall be
elected to hold office for the unexpired term of his
predecessor.
4. REMOVAL OF DIRECTORS
Any or all of the directors may be removed for cause by
a vote of the members or by action of the Board of
Directors. Directors may be removed without cause only
by a vote of the members.
5. RESIGNATION
A director may resign at any
time by given written notice to the Board of Directors, the president or the
secretary of the corporation.
Unless otherwise specified in the notice, the resignation shall take effect
upon
receipt thereof by the Board
of Directors or such officer, and the acceptance of the resignation shall not
be
necessary to make it
effective.
6. QUORUM OF DIRECTORS
Unless otherwise provided in the articles of
incorporation, a majority of the entire Board of Directors shall
constitute a quorum for the transaction of business or
any specified item of business.
7. ACTION OF THE BOARD OF DIRECTORS
Unless otherwise required by
law, the vote of a majority of the directors present at the time of the vote,
if a
quorum is present at such
time, shall be the act of the Board of Directors. Each director present shall
have one
(1) vote.
8. PLACE AND TIME OF BOARD OF
DIRECTORS MEETINGS
The Board of Directors may hold it’s meetings at
the office of the corporation or any other such places, either
within or without the state, as it may from time to time
determine.
9. REGULAR ANNUAL MEETINGS
A regular annual meeting of the Board of Directors shall
be held immediately following the annual meeting
of members at the place of such annual meeting of
members.
10. NOTICE OF THE MEETINGS OF THE BOARD OF
DIRECTORS
Regular meeting of the Board of Directors may be held
without notice, at such time and place, as it shall from
time to time determine. Special meetings of the Board of
Directors shall be held upon notice to the directors and
may be called by the president upon three (3) days
notice to each director either personally, by mail or by wire;
special meetings shall be created by the president or by
the secretary in a like manner by written request of two
(2) directors. Notice of a meeting may not be given to
any director who submits a waiver of notice whether
before or after the meeting, or who attends the meeting
without protesting prior thereto or at its commencement,
to the other directors.
a) MONTHLY MEETINGS – To be held on the
last Monday of each month.
b) SPECIAL CLOSED BOARD MEETINGS:
Shall meet only with elected directors. The meeting is closed to the general
members.
11. ADJOURNMENT OF THE BOARD OF
DIRECTORS MEETING
A majority of the directors present, whether or not a
quorum is present may adjourn any meeting to another
time and place. Notice of the adjournment and, unless
such time and place are announced at the meeting,
to the other directors.
12. CHAIRMAN
At all meetings of the Board of Directors, the president, or in the president’s absence the Vice-President shall
preside.
13. EXECUTIVE AND OTHER COMMITTEES
The Board of Directors, by resolution adopted by a
majority of the entire Board of Directors, may designate
from among its members an executive committee and other
named committees, each consisting of three (3) or
more directors. Each such committee shall serve at the
pleasure of the Board of Directors.
ARTICLE
V - OFFICERS
1. OFFECERS, ELECTION AND TERM
Unless otherwise provided for
in the articles of incorporation, the Board of Directors will elect a president
who
is a permanent
yearly resident, one (1) or more
vice-presidents, a secretary, a treasurer and such other officers
as it may determine, who shall
have such duties, powers and functions as hereinafter provided. All officers shall
be elected to hold office
until the meeting of the board of directors following the annual meeting of
members.
Each officer shall hold office
for the term of two (2) years. Five members should be year round
residents to form
a quorum.
2. REMOVAL, RESIGNATION AND SALARY
Any officer elected or appointed by the board of
directors with or without cause. In the event of the death,
resignation or removal of an officer, the board of
directors in its discretion may elect or appoint a
successor
to fill the unexpired term. Any two (2) or more offices may
be held by the same person, except the offices of
president and secretary. The board of directors shall
fix the salaries of all officers.
3. PRESIDENT
The president shall be the chief executive officer of
the corporation and shall preside at all meetings of the
members and of the Board of Directors. The president
shall have the general management of the affairs of the
corporation and shall see that all orders and
resolutions of the Board of Directors are carried into effect.
3a. Expenditures of less than $100 may be
approved directly by the President.
4. VICE PRESIDENT
During the absence or disability of the President, the
Vice President, or if there are more than one, the executive
Vice President, shall have all the powers and functions
of the President. Each vice-president shall perform such
other duties, as the Board of Directors shall prescribe.
5. TREASURER
The treasurer shall have the care and custody of all the
funds and securities of the corporation, and shall
deposit said funds in the name of the corporation in
such bank or trust company as the Board of Directors may
elect; and shall when duly authorized by the Board of
Directors, sign and execute all contracts in the name of
the corporation, when countersigned by the president;
and shall also sign all checks, drafts, notes and orders for
the payment of money, which shall be duly authorized by
the Board of Directors and shall be countersigned by
the president. The treasurer shall at all reasonable
times exhibit the books and accounts to any director or
member of the corporation upon application at the office
of the corporation during ordinary business hours. At
the end of each corporate or fiscal year, the treasurer
shall have an audit of the accounts of the corporation
made by a committee appointed by the president, and
shall present such audit in writing at the annual meeting
of the members, and at which time shall also present an
annual report setting forth in full the financial condition
of the corporation.
A director may be appointed to countersign
checks with the president in the absence of the treasurer. He or she
shall be duly authorized by The Board of
Directors.
6. SECRETARY
The secretary shall keep the minutes of the meetings of
the Board of Directors and also the minutes of the
meetings of the members; and shall have custody of the
seal of the corporation and the power to affix and attest
the same to documents when duly authorized by the Board
of Directors. The secretary shall attend to the giving
and serving of all notices of the corporation, and shall
have charge of such books and papers as the Board of
Directors may direct; and shall attend to such correspondence
as may be assigned, and perform all the duties
incidental to the office. Also the secretary shall keep
a membership roll containing the names, arranged
alphabetically, of all persons who are members of the
corporation. Said list shall show the members place of
residence and the time they became members.
7. ASSISTANT - SECRETARIES
During the absence or disability of the secretary, the
assistant secretary, or if there are more than one (1), the
one (1) so designated by the secretary or by the Board of
Directors, shall have all the powers and functions of
the secretary.
8. SURETIES AND BONDS
In case the Board of Directors shall so require, any
officer or agent of the corporation shall execute –to
the corporation a bond in such sum and with such surety
or sureties as the board of directors may direct,
conditioned upon the faithful performance of the duties
to the corporation and including responsibility for
negligence and for the accounting for all property,
funds or securities of the corporation which may come into
the office or agent’s hands.
ARTICLE VI- CORPORATE SEAL
The seal of the corporation shall be circular in form
and bear the name of the corporation, the year of its
organization and the word “seal”, the words
denoting “CORPORATION NOT FOR PROFIT” and the state of
incorporation. The seal may be used by causing it to be
impressed or affixed directly on the instrument or
writing to
be sealed, or upon adhesive substance affixed thereto.
ARTICLE
VII- CONSTRUCTION
If there be any conflict between the provisions of the
articles of incorporation and these by-laws the provisions
of the articles of incorporation shall govern.
ARTICLE
VIII- ADMENDENTS
These by-laws may be adopted, amended or repealed by the
members at the time they are entitled to
vote in the election of directors. By-laws may also be
adopted, amended or repealed by the board of
directors but any by-law adopted, amended or repealed by
the Board of Directors may be amended by
the members entitled to vote thereon as herein before
provided.
If any by-law regulating an impending election of
directors is adopted, amended or repealed by the
Board of Directors, there shall be set forth in the
notice of the next meeting of members the election of
directors the by-law so adopted, amended or repealed,
together with concise statement of the changes
made.
Notwithstanding any printed provision of these by-laws,
the following shall apply.
1. The directors of this corporation and the operation
of the corporation shall be governed by the
Articles of Incorporation and the by-laws of the
corporation.
2. These by-laws shall be deemed to include all
provisions required by
homeowners association and to the extent any of the
foregoing printed by-laws conflict with said
statute, they are inoperative.
Board of Directors:
Michael Rizzo - President
Gene Robinson – Vice
President
Bob Knop – Treasurer
Pat Laczo – Secretary
Jean Dembik – Resident
Agent
Bruce Newton – Director
Charles McMahon – Director
Marilynn Lawson – Director
Bill Ball – Director
Filename (Corporation By-Laws Correct Set2)