ARTICLE V MEETINGS OF MEMBERS
Current:
Section 2. MONTHLY MEETINGS. Monthly meetings of the association shall be held on the first Thursday of each month unless changed by the Board of Directors. Notice of the date, time and place of all monthly meetings of the association shall be made public.
Proposed:
Section 2. MONTHLY MEETINGS. Monthly meetings of the association shall be held on the second Thursday of month unless changed by the Board of Directors. Notice of the date, time and place of all meetings of the association shall be made public.
Reason for change: This change addresses the need to give the FHAOI Treasurer more time to reconcile the previous month’s financials.
Current:
Section 5. NOTICE OF MEETINGS. Notice of all regular and annual meetings of the members, stating the place, day and hour of the meeting, shall be published in the Eagle. The notice of special meetings, including the purpose(s) shall be posted in conspicuous places in Fairways Country Club at least fourteen (14)dayspriortothemeeting. ThenoticeoftheannualmeetingshallbeprovidedbySeptembertomembers at Fairways Country Club at least fourteen (14) days prior to the meeting, and the delivery thereof shall constitute notice.
Proposed:
Section 5. NOTICE OF MEETINGS. Notice of all regular and annual meetings of the members, stating the place, day and hour of the meeting shall be posted by public notice. The notice of special meetings, including the purpose(s) shall be posted by public notice. The notice of the November annual meeting shall be provided by September to members.
Reason for change:
With current media outlets available to FHAOI, this change provides us many other ways to communicate with our members.
Current:
Section 7. AFFIRMATION OF NOTICE. Publication and delivery of the Eagle shall constitute official notification and compliance with Section 6 of this article or any other public notice procedure
Proposed:
Section 7. AFFIRMATION OF NOTICE. Public notice posting of the meetings shall constitute official notification and compliance with Section 6 of this article or any other public notice procedure.
Reason for change: Removed the mention of the EAGLE.
Current:
The Board of Directors shall seek member approval for the Budget. While the Board of Directors does have authority to make most decisions affecting the Association and its members, it is not in the best interest of the members for the Board to approve an action opposed by the members in attendance at a meeting. For example: If a membership meeting having a quorum in attendance involves a motion for expenditures exceeding $1,000 and that motion is rejected by the members entitled to vote, the Board of Directors shall not approve that motion.
Proposed: The Board of Directors shall establish and approve the annual budget.
Reason for change: Currently, the Board of Directors establishes and approves the annual budget.
Expenditures added after the budget has been set will need to be approved by the Board of Directors if they fall outside spending categories and amounts.
Current:
Section 14 FIXING OF RECORD DATE. The determination of members entitled to vote shall be completed prior to August 15th The determination of members entitled to vote or be notified of the annual meeting shall be completed prior to August 15th preceding the annual election meeting date
Proposed:
Section 14 FIXING OF RECORD DATE. The determination of members entitled to vote shall be completed prior to August 15
Reason for change: Clarifying language and eliminating the words preceding the annual meeting.
Current:
Section 15. VOTING LISTS. The Secretary or agent having charge of the membership books of the Association shall make a complete list of members entitled to vote at meetings or any adjournment thereof. This list shall be available at least ten (10) days before each meeting. Such list shall be kept on file at the Association office and shall be available for inspection by members during usual business hours
Proposed:
Section 15. VOTING LISTS. The Secretary or agent having charge of the membership books of the Association shall make a complete list of members entitled to vote. Such list shall be kept on file at the Association office and shall be available for inspection by members during usual business hours.
Reason for change: Clarifying language
Current: ARTICLE VI
BOARD OF DIRECTORS: SELECTION - TERM OF OFFICE
Section 1. NUMBER. The business and social affairs of the Association shall be managed and governed by a Board of Directors composed of not less than seven (5) nor more than thirteen (13) Directors, none of whom need be a resident of the State of Florida, but all of whom must be members in good standing. If the By-laws are amended to change the number of Directors, an odd number should be selected to avoid an impasse when voting.
Proposed: ARTICLE VI
BOARD OF DIRECTORS: SELECTION - TERM OF OFFICE
Section 1. NUMBER. The business and social affairs of the Association shall be managed and governed by a Board of Directors composed of not less than seven (7) Directors nor more than eleven (11) Directors, noneof whom needbearesident oftheState ofFlorida,but all of whom must bemembersingoodstanding. If the By-laws are amended to change the number of Directors, an odd number should be selected to avoid an impasse when voting.
Reason for change: Needed to be consistent with statute 723 and Articles of Incorporation.
Current:
Section 2. TERM OF OFFICE. Those persons named in the Articles of Incorporation as Board members shall hold office and comprise the Board of Directors until replaced by election of Directors at the first annual meeting of the members entitled to vote, at which meeting an election of Board members for (1) year term. There shall be no restrictions on the number of terms that Board members of the Association may serve.
Proposed:
Section 2. TERM OF OFFICE. In 2024, seven (7) Board of Director seats will be elected. At the Board organizational meeting, the seven newly elected Board of Directors will identify four (4) seats that will serve a two-year term and three (3) seats for one-year terms In subsequent years, all seats will be for two-
year terms. There shall be no restrictions on the number of terms that Board members of the Association may serve.
Reason for change: This is will provide a failsafe so that the entire board will not turnover in a given calendar year.
Current:
Section 3. REMOVAL-RESIGNATION: Any Board member may be removed from the Board by a majority vote, fifty percent plus one (50% + 1) of the members entitled to vote. A special meeting of the membership to recall a member or members of the Board of Directors must fully comply with Article V, Section 4: Special Meetings.
Any Director may resign at any time by giving written notice to the Board, the President, or the Secretary. Such resignation shall take effect on the date of receipt of such notice or at such time as specified therein. The acceptance of such resignation shall not be necessary to make it effective.
In the event of death, resignation, removal of a Board member or an increase in the number of Directors, the vacancy may be filled by an affirmative vote of a majority of the remaining members of the Board. The nominee(s) shall not be present during the discussion and vote. A Director appointed to such vacancy shall serve for the remainder of the term of the Official replaced.
Proposed:
Section 3. SANCTION-REMOVAL-RESIGNATION: Any Board member may be sanctioned for unethical behavior. This will require a majority vote by the Board of Directors.
Any Board member may be removed from the Board by a majority vote, fifty percent plus one (50% + 1) of the members entitled to vote. A special meeting of the membership to recall a member or members of the Board of Directors must fully comply with Article V, Section 5: Notice of Meetings.
Any Director may resign at any time by giving written notice to the Board, the President, or the Secretary. Such resignation shall take effect on the date of receipt of such notice or at such time as specified therein. The acceptance of such resignation shall not be necessary to make it effective.
In the event of death, resignation, removal of a Board member or an increase in the number of Directors, the vacancy may be filled by an affirmative vote of a majority of the remaining members of the Board. The nominee(s) shall not be present during the discussion and vote. A Director appointed to such vacancy shall serve for the remainder of the term of the Official replaced.
Reason for change: The sanction process was added to this section.
Section 4. It is considered a conflict of interest for any FHAOI Board member to also sit on a Fairways Club Board
Reason for change:
This was added to protect the Board of Directors as it pertains to conflicts with other clubs regarding prioritizing work etc.
Current: ARTICLE VII
BOARD OF DIRECTORS: NOMINATION AND ELECTION OF DIRECTORS
Section 1. NOMINATION. At the June regular membership meeting the President shall appoint a nominating committee of a minimum of three (3) members and designate one the chairperson. This committee shall submit a slate of candidates at the August membership meeting. The nominations will be accepted from the floor and shall be valid with the acceptance of said individual either in person or in writing.Individualsmay also placetheir namesin nomination by submitting apetition tothe Secretaryprior to July 15 bearing the signatures of ten (10) homeowners from separate lots who are entitles to vote. The complete list shall be published in September. Ballots and envelopes, including the names of all of the
above candidates, shall be delivered to each home at Fairways Country Club.
Proposed:
Section 1. NOMINATION. At the June regular Board of Directors meeting, the President shall appoint a nominating committee of a minimum of three (3) members and designate one the chairperson. This committee shall submit a slate of candidates at the August regular Board meeting. Nominations will be accepted from the floor and shall be valid with the acceptance of said individual either in person or in writing.Individualsmay also placetheir namesin nomination by submitting apetition tothe Secretaryprior to July 15 bearing the signatures of ten (10) registered homeowners from separate lots who are entitled to vote. The nominations will be accepted from the floor and shall be valid with the acceptance of said individual either in person or in writing.
Reason for change: Clarification of language.
Current:
Section 2. ELECTION. The election of the Board ofDirectors shall be bysecretwrittenballot. Each ballot shall be completed and placed in the accompanying envelope. The envelope must indicate the lot number and the printed name and signature of the homeowner. The vote of the members will be considered the popular vote. There is no provision for write-in candidates. The ballots will be counted and validated by an outside consultant in order to maintain the secrecy of each individual's vote. If two or more candidates receive the same number of votes, the winner will be determined by chance (coin flip, or draw of straws, etc.)
Proposed:
Section 2. ELECTION. The election of the Board ofDirectors shall be bysecretwrittenballot. Each ballot shall be completed and placed in the accompanying envelope. The envelope must indicate the lot number and the printed name and signature of the homeowner. The vote of the top seven (7) candidates will comprise the Board of Directors. There is no provision for write-in candidates. If two or more candidates receive the same number of votes, the winner will be determined by chance (coin flip, or draw of straws, etc.)
Reason for change: Clarification of language.
ARTICLE VIII
Current: BOARD OF DIRECTORS: MEETINGS OF DIRECTORS
Section 1. REGULAR MEETINGS. Regular meetings of the Board of Directors shall be held on the first Thursday of the month. Notice of the date, time, and place of all regular meetings of the Board of Directors shall be made public
Proposed:
ARTICLE VIII
BOARD OF DIRECTORS: MEETINGS OF DIRECTORS
Section1. REGULAR MEETINGS. Regular meetings oftheBoard of Directors shall be held aminimum of (6) times per year and not more than twelve (12), unless changed by the Board of Directors. Notice of the date, time, and place of all regular meetings of the Board of Directors shall be made public.
Reason for change: Given the amount of business the association conducts each year; the feeling is that 12 meetings may not be warranted.
Current:
Section8. QUORUM. AmajorityoftheDirectorsshallconstituteaquorumforthetransactionofbusiness. Every act or decision done or made by a majority of the Directors present at a duly held meeting at which a quorum is present shall be regarded as the act of the Board. An absent board member may join in the action of the meeting of the board by signing the minutes thereof and such signing shall constitute the presence of such board member for the purpose of determining a quorum. If at any meeting of the Board there shall be less than a quorum present, that any meeting that replaces a previously adjourned meeting, any business that might have been transacted at the original meeting may be transacted. In the case of
adjournment of a meeting, no further notice of the adjourned meeting need be given unless otherwise determined by the board, Members of the Board of Directors shall be deemed present at any meeting held by telephone conference or similar communications equipment where all persons participating in the meeting are able to hear each other.
Proposed:
Section8. QUORUM. AmajorityoftheDirectorsshallconstituteaquorumforthetransactionofbusiness. Every act or decision done or made by a majority of the Directors present at a duly held meeting at which a quorum is present shall be regarded as the act of the Board. Where there is less than a quorum present, the Board of Directors may not meet. Members of the Board of Directors shall be deemed present at any meetingheldbytelephoneconferenceorsimilar communicationsequipment whereallpersonsparticipating in the meeting are able to hear each other.
Reason for change: Clarify language around a quorum
Current:
Section 11. BUDGET. The Treasurer shall submit an interim annual budget for approval at the Board of Directors meeting in December. The budget shall be published in the January Eagle and submitted to the general membership for acceptance at the January meeting. Should the incoming Board decide to prepare a new budget, it shall be prepared in time to be published in the February Eagle for acceptance at the March meeting by the members who are entitled to vote. Specific budget items exceeding $1,000 shall require acceptance at a general membership meeting at which a quorum is present prior to purchasing such item.
Proposed:
Section 11. BUDGET. The Treasurer shall submit an interim annual budget for approval at the Board of Directors meeting in December. The incoming Board of Directors will approve or submit a new budget at the January meeting.
Reason for change: Removed membership and exceeding $1,000. The threshold of spending approval for amounts over $1,000 is no longer appropriate given the current economy and the increased prices for food and entertainment Also removed mention of Eagle.
ARTICLE IX
Current: BOARD OF DIRECTORS - OFFICERS
Section 1. OFFICERS. The Association Officers (President, Vice President, Secretary, Treasurer) and Board of Directors shall be one and the same and shall consist of the following: President, Vice President, Secretary, Treasurer.
Proposed:
Section 1. OFFICERS. The Association Officers (President, Vice President, Secretary, Treasurer) and Board of Directors shall be one and the same and shall consist of the following: President, Vice President, Secretary, Treasurer. The Board will also include the following Directors as well: Director of Social Activities, Director of Communications and Director at Large.
Clarification: Four Officers plus three (3) Directors shall be considered the Board of Directors.
Reason for change: Proposal aligns FHAOI by-laws with Florida statute and Articles of Incorporation. Florida statute
Current:
Section 3. TERM. The Board of Directors shall be elected annually, with their election validated by the outgoing Board of Directors and all shall hold office until successors are duly elected and ratified unless they resign, are removed, or are otherwise disqualified to serve
Proposed:
Section 3. TERM. The Board of Directors elected in 2024 will serve on a staggered basis with four (4) two-year terms and three (3) one-year terms. After 2024, all board of director seats up for election will be two-year terms. The election will be validated by the outgoing Board of Directors and all shall hold office until successors are duly elected and ratified unless they resign, are removed, or are otherwise disqualified to serve.
Reason for change: This prevents the entire board from turning over in the same year.
Current:
Section 4. COMMITTEES. The Board may appoint regular and special committees to serve for purposes designated by the Board and for such terms as determined by the Board
Proposed:
Section 4. COMMITTEES. The Board may appoint regular and special committees to serve for purposes designated by the Board and for such terms as determined by the Board and will oversee specific activities as deemed necessary by the officers.
Reason for change: Encourage committee members to volunteer.
Section 6. DUTIES
Current:
A. President: The President shall preside at all meetings unless President designates another board member; see that orders and resolutions of the Board are carried out; sign all leases, mortgages, deeds and written instruments if determined by resolution by the board; sign checks and promissory notes, and have all of the powers and duties which are usually vested in the office of the President of a corporation.
Proposed:
A: President: The President shall preside at all meetings unless President designates another board member; see that orders and resolutions of the Board are carried out; sign checks and have all the powers and duties which are usually vested in the office of the President of a corporation.
Reason for change: Removed mention of promissory notes and leases and mortgages.
Current:
B: Vice President: The Vice President shall act in the place and stead of the President in the event of absence, inability or refusal to act: act as Editor of the Eagle and exercise and discharge such other duties as may be assigned by the Board President: The President shall preside at all meetings unless President designates another board member; see that orders and resolutions of the Board are carried out; and have all of the powers and duties which are usually vested in the office of the President of a corporation.
Proposed:
B: Vice President: The Vice President shall act in the place and stead of the President in the event of absence, inability or refusal to act: serves as Editor of the Eagle (or designates another board member to serve in this capacity). Exercise and discharge such other duties as may be assigned by the Board President: The President shall preside at all meetings unless President designates another board member; see that orders and resolutions of the Board are carried out; and have all of the powers and duties which are usually vested in the office of the President of a corporation.
Reason for change: Added - designates another board member to serve in this capacity.
Current:
C: Secretary: The Secretary shall record the votes and keep the minutes of all meetings and proceedings of the Board of Directors and of the members, keep the corporate seal, serve notice of meetings of the Board of Directors and of the members, keep appropriate current records showing the members of the Association together with their addresses, post pertinent meeting activities in the Eagle and perform such other duties as may be assigned by the Board of Directors.
Proposed:
C: Secretary: The Secretary shall record the votes and keep the minutes of all meetings and proceedings of the Board of Directors and of the members, keep appropriate current records showing the members of the Association together with their addresses, communicate pertinent meeting activities and perform other duties as may be assigned by the Board of Directors
Reason for change: Removed reference to Eagle. Removed mention of the corporate seal to align with state statute.
Current:
D: Treasurer: The Treasurer shall prepare a budget in accordance with Article VIII, Section 9. The Treasurer or designated agent appointed by the Board shall receive and deposit in an appropriate financialinstitutionaccountsallmoniesoftheAssociation. TheTreasurershalldisbursesuchfunds as directed by resolution of the Board of Directors; sign all checks of the Association; and keep proper accounting records. A financial report shall be presented at all monthly membership meetings and a copy will be provided for review at the Association office during regular office hours. Thisreportshallfollowgeneralaccountingclassifications. Thewrittenreportshouldconsist of a starting balance, a list of all income and expense accounts and an end-of-period balance.
Proposed:
D Treasurer: The Treasurer shall prepare a temporary budget in accordance with Article VIII, Section 9. The Treasurer or designated agent appointed by the Board shall receive and deposit in an appropriate financial institution accounts all monies of the Association. The Treasurer shall disburse such funds as directed by resolution of the Board of Directors; and keep proper accounting records. A financial report shall be presented at all monthly membership meetings and a copy will beprovidedforreviewattheAssociationofficeduringregular officehours.Thisreport shall follow general accounting classifications. The written report should consist of a starting balance, a list of all income and expense accounts and an end-of-period balance.
A financial review committee of at least three (3) non-board members shall be appointed, with the approval of the board, by the President. Financial records may also be audited at the discretion of the Board. In the event three (3) non-board members cannot be obtained, the Board may hire an outside Agent or Agency to perform the review.
Reasonforchange: Clarification of language: Removed Eagle reference and semi-annual review of books, and removed mid-year. In addition, the Director of Social Activities shall be responsible for the social and recreational activities of the Association. These positions may be assigned as a “committee position” reporting to an office.
Removed: Director of Home Owners, Director of Neighborhood Watch, Director of Golf, Director at Large, the immediate past president may attend and participate in Board meetings in an advisory capacity, but shall not have voting rights at Board meetings.
Current: ARTICLE X ACCOUNTING RECORDS; FISCAL MANAGEMENT; ASSESSMENTS
Section1. BOOKS ANDRECORDS. The Association shall keep correct and complete books andrecords of account including all receipts and expenditures. The books and records of the Association shall be open
to inspection by members or their authorized representatives at reasonable times. Receipts shall be retained by the Treasurer until audited before being made available for general inspection, but may be inspected by the Board at any time. Authorization as a representative of a member must be in writing and signed by the person giving the authorization and dated within thirty (30) days of the date of the inspection. Written summaries of the accounting records may be made available to the members. Records, if made available, shall include a record of all receipts and expenditures. Must be kept for 7 years.
Proposed:
Section 1. BOOKS AND RECORDS. The Association shall keep correct and complete books and records of account including all receipts and expenditures. The books and records of the Association shall be open to inspection by members or their authorized representatives at reasonable times. Receipts shall be retained by the Treasurer until audited before being made available for general inspection, but may be inspected by the Board at any time. Authorization as a representative of a member must be in writing and signed by the person giving the authorization and dated within thirty (30) days of the date of the inspection. Written summaries of the accounting records may be made available to the members. Records, if made available, shall include a record of all receipts and expenditures. Must be kept for 5 years.
Reason for change: Aligns with Florida statute
Current:
Section 3. ASSESSMENTS. It is important to note that assessments are NOT anticipated and shall be considered only in an emergency situation. Before taking any action, the reasons shall be presented to the general membership. A vote of fifty percent plus one (50% + 1) of the members entitled to vote is required for approval.
Proposed:
Remove all of Section 3.
Reason for change: The association does not do assessments
ARTICLE XIII AMENDMENT OF BY-LAWS
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Current:
TheseBy-lawsmaybeamendedbymajorityvotefiftypercentplusone(50%+1)oftheregisteredmembers entitled to vote who are present at General Meeting or who has given their proxy ballot to a member present at the meeting. By-law changes shall be published for the prior two months in the Eagle newspaper of the official vote. Ballots will be distributed in the newspaper and available at the General Meeting.
ARTICLE XIII AMENDMENT OF BY-LAWS
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Proposed: TheseBy-lawsmaybeamendedbymajorityvotefiftypercentplusone(50%+1)oftheregisteredmembers entitled to vote who are present at General Meeting or who has given their proxy ballot to a member present at the meeting.
Reason for change: Removed by-law changes shall be published for the prior two months in the Eagle newspaper of the official vote. Ballots will be distributed in the newspaper and available at the General Meeting.